Well, I ran a couple sessions of my neoclone Dark Passages for my son and his friends today and on Saturday.  I've been working through some upgrades which keep it D&D but make it a more functional varient.  I thought I'd share them here.  First up we have the Stat Bonuses.  I've divided them between action and result and gone to a range where every point but 11 counts.  Personally I still like the +1 per point over 15 but most people don't.  Never mind that it makes monster stats a pain in the ass, but players like it.

Rating   Modifier
1  -4 to actions, -5 to results
2  -4 to actions, -4 to results
3  -3 to actions, -4 to results
4  -3 to actions, -3 to results
5  -2 to actions, -3 to results
6  -2 to actions, -2 to results
7  -1 to actions, -2 to results,
8  -1 to actions, -1 to results
9  -1 to results
10 -11
12  +1 to results
13  +1 to actions, +1 to results
14  +1 to actions, +2 to results
15  +2 to actions, +2 to results
16  +2 to actions, +3 to results
17  +3 to actions, +3 to results
18  +3 to actions, +4 to results
19  +4 to actions, +4 to results
20  +4 to actions, +5 to results

As a direct result of this change, the stat swap-outs have been nerfed.  You can now swap one stat for a twelve, two if you play human.  This is and always has been a direct incentive to play a human, incidentally, and isn't balanced otherwise with racial abilities.

Another mess it makes is Size category effects.  As you may remember, the damage for a one handed weapon of a character's size is set to their Size just like their Hit Dice per level.  That makes a Size point roughly equal to a -2 Constitution and -2 Strength.  This isn't represented in actual stat penalties but it bears keeping in mind.  Similarly, it is balanced out a bit with a +2 Dexterity equivilant.  Really it's only about half that as those stats do other things as well, so going down or down a step is only worth about one point.  This also means that mechanically stat modifiers for smaller or larger creatures have been toned down a little but has the added complication of making a size adjustment necessary for things like contests and feats of strength.

Tiny  d4, +2 Defense
Small  d6, +1 Defense
Medium  d8
Large  d10, -1 Defense
Huge  d12, -2 Defense

Character Classes are the other big revamp.  All the classes are balanced, two thousand points to level one builds.  They now list the levels at which a plus one is gained in various abilities rather than a flat number of levels per bonus.  This avoids the big hit levels issue a bit better though, Rogues still suffer from it a bit by virtue of being generalists with a lot of 2, 4, 6, 8, 10 rates, I may fiddle with them a bit to make their first level a bit better but the problem is that I didn't want them to be quite as good as specialists and the range of progressions has its limits.  But they're in the upcoming character companion, the core is still fighter, magic-user, cleric, thief.

Fighter

Hit Dice: improved
Weapons: any melee, no Long Bow or Sling
Armor: any

Ability +1 At Level   
Armor  1, 3, 5, 7, 9
Climbing  2, 4, 6, 8, 10
Detect Ambush  2, 4, 6, 8, 10
Exceptional Strength  1, 3, 5, 7, 9
Followers  2, 4, 6, 8, 10
Hit Dice  1, 2, 3, 4, 5, 6
Leadership  2, 4, 6, 8, 10
Melee  1, 3, 5, 7, 9
Missile  2, 4, 6, 8, 10
Riding  2, 4, 6, 8, 10
Swimming  2, 4, 6, 8, 10

Fear / Influence 1, 3, 5, 7, 9
Magic  2, 5, 8, 11, 14
Poison / Disease  2, 4, 6, 8, 10
Traps / Hazards  2, 4, 6, 8, 10

Suggested Followers: Men at Arms, Soldiers, Pet Dogs

Wizard

Hit Dice: reduced
Weapons: dagger, staff
Armor: none

Ability  +1 At Level   
Ancient Lore  2, 4, 6, 8, 10
Arcane Spell Casting  1, 3, 5, 7, 9
Arcane Power  1, 3, 5, 7, 9
Arcane Knowledge  1 / 1
Climbing  2, 5, 8, 11, 14
Detect Magic  1, 3, 5, 7, 9
Followers  2, 5, 8, 11, 14
Hit Dice  1, 2, 3, 4, 5, 6
Languages  2, 4, 6, 8, 10
Melee  2, 5, 8, 11, 14
Missile  2, 5, 8, 11, 14
Riding  2, 5, 8, 11, 14
               
      Fear / Influence      2, 4, 6, 8, 10
      Magic         1, 3, 5, 7, 9
      Poison / Disease      2, 4, 6, 8, 10
      Traps / Hazards      2, 4, 6, 8, 10

I should have the pdf up in a day or two I'm still checking over changes to make sure they all mesh.  As I said, the Character Companion is almost done, adding gnomes (just for you pundy), half elves, half orcs, giants, were-wolves, sprites, vampyres, talking bears, archers, knights, hierophants, bards, rogues, rangers, paladins, and priests to the allowed player character options as well as the class and race creation rules, multiclassing, secondary skills, new abilities, play beyond tenth level and an expanded equipment list.

Eventually I want to to a grimoire, even though I hate converting D&D spells, which would expand the spell lists to tenth level and add in illusionists and druids, who aren't in the Character Companion because they need their own spell lists.

I'm also working towards an expanded bestiary which will be about half classic monsters and half new ones.  Between them the three books will lead into two settings, one old school and one very different.

Beyond that, Bare Bones is almost finished, Incandescent is basically done, and Galaxies in Shadow is creeping towards completion bit by bit.  It's been suggested that I should be working on projects in serial rather than parallel but when I get stuck on something I move on until I figure it out.

Great stuff - looking forward to seeing how you've developed it and how it plays. Bare Bones sounded intriguing too.

Sometimes I look through the pages of the Design section and wonder about all the games and ideas and if they're still being worked on but somehow I don't feel it's my place to ask.

Thanks, so far it mostly plays like D&D.  Mind you that was a design goal.

Anyhow there's been some discussion of paladins and healing surges lately in light of 5e, so here's my answer to the healing issue and paladins.

Healing (Wisdom)
   Whether due to knowledge of herbalism or divinely granted gift, the character can heal their comrade's wounds.  A Difficulty 10 success roll heals 1d4 Hit Points.  This requires a full round spent in contact with the target either laying on hands or ingesting foul smelling brews.  Additional healing can be attempted at -5 per attempt per day.

Paladin
   At times a hero will arise from amongst the throng who is graced by the gods themselves.  Such individuals seldom rise from within the structured ranks of existing church and social ranks for they are always placed in the world to face some rising evil or great calamity.  A paladin must be spotlessly Lawful Good and faithful to their patron deity or fall from grace, losing their special abilities.  At around fourth level a Paladin can under take a quest to obtain a special warhorse as a follower, which will have maximum hit points and is more intelligent than a normal horse.

Armor  1, 3, 5, 7, 9
Climbing  2, 5, 8, 11
Detect Evil  2, 5, 8, 11
Divine Spell Casting  3, 6, 9, 12
Divine Knowledge  3, 6, 9, 12
Followers  2, 4, 6, 8, 10
Hit Dice  UP
Leadership  2, 5, 8, 11
Melee  1, 3, 5, 7, 9
Missile  2, 5, 8, 11
Repulsion  2, 5, 8, 11
Riding  1, 3, 5, 7, 9
Demon Slayer  1, 3, 5, 7, 9

Fear / Influence  1, 3, 5, 7, 9
Magic  1, 3, 5, 7, 9
Poison / Disease  1, 3, 5, 7, 9
Traps / Hazards  1, 3, 5, 7, 9

Suggested Followers: Steed, Squire, Fanatics, Refugees, Sighing Maidens

huh...okay more than a couple days, gamer ADD okay?

Anyhow, here's the updated pdf with more races and classes and the new mechanics fully implemented.  No art as my webspace chokes on it.  I should really source a better class or webspace.

http://www3.telus.net/public/uncouths/dpcomplete.pdf