(I'd love to give it another try with a group that actually wanted to play a heavy role playing game instead of dungeon bashing.)
My game is very heavy on the role playing. You're definitely correct, there.
As for enemies mostly being PCs: yes this can make for a lot of work for the DM.
It does...and it doesn't. I find that, BECAUSE the players are fighting other humans a lot of the time, you don't need as many enemies (especially at low level). So, if you've got a party of four, you might make up four NPCs, or two of them that are higher level.
If the PCs run into a room with 10 bad guys, they should run--not engage. Those 10 humans will probably eat them up, even if the 10 baddies are a couple of levels lower than the PCs.
In the Conan stories, Conan is rarely up against hordes of bad guys. That's they way my game has gone so far. If I'm converting a D&D module for use in my Conan game, and I see 10 goblins attacking a halfling and some elf guards in a wagon along the road (this is really an encounter I adapted), the goblins became a rival clan, and I cut their number from 10 to 3. The halfling became a commoner trapper, and the 8 elves became the trapper's children--not one over age 10. The elves were supposed to be dead in the D&D module, so I just made them children to give the attack a little more depth (hoping the players will "care" for the kids...if I play them right).
I also remove almost all magic from a D&D adventure--sometimes I use only very powerful, artifact-like stuff. And I may turn stuff like +1 swords into steel swords with higher hardness or penetration values.
Also...I stay away from dungeon crawls (which is 99% of most D&D adventures), always looking for wilderness or city-based adventures. I'll occasionally use a dungeon, but I typically change it drastically.
I'm very prone to using one encounter from one published adventure and then an encounter from another published adventure, then tying it all together with a completely self-created adventure.
Going back to the point above, about the number of baddies to create and the required GM time, I don't mind as much because it allows me to "spend time" with the NPC baddie, giving him a personality for the adventure. Since there are fewer baddies, I can focus on making them memorable with character traits and role playing.
If you just don't have to time to invest into NPCs, there are enough listed in the various game books and supplements, plus the huge list that Vincent Delarge (the guy who wrote half of the game) of over 100 NPCs that you can download. Just pick a set of stats and role with hit.
I agree with Water Bob about the levels sweet spot being low by d20 standards. I'd actually limit it to something like an E6 game. This keeps mooks credible threats at all stages of play.
The Second Edition actually suggests keeping the campaign low. On pg. 12 of the Core Rulebook, it says, "12th level or higher characters are exceedingly rare--these are legendary figures whose deeds will be remembered for generations to come."
This means that your average mook is much, much lower level. As I said above, the game really "lives" in the 1-10 range, with level 1 indicating a 15 year old novice and level 8 a 40-50 year old average character.
Those that make it any higher than level 8 are usually over 50 years old or have been exposed to more adventures than your average adventurer. The player characters will probably fall into that category. At least--they should, if they are, in deed, heroes.
I'll note, too, that a major difference between D&D and the Conan game is that the D&D game is Level-dynamic, and the Conan game is Level-static.
Well, what does that mean?
Level dynamic (D&D) means that you scale the world to the character's level. If they are level 1, then the barkeep might be a Commoner. All the guards are level 1. And, the captain of the guard is a level 4 character.
Then, when you get to level 5, the same type of guards might be level 3. The Barkeep is a level 2 Thief. And the captain of the guard is 8th level.
The world scales with the characters.
Conan doesn't do that.
In Conan, the average level means the same, no matter what. Level 1 newbies are 15 year old kids. Level 3 Soldiers are combat veterans. Level 8 might be the level of a clan chieftain. But, no matter what level the PCs are, the world stays the same.
As a 15 year old who just learned to pick up a sword, you wouldn't take on the combat veteran soldiers, would ya? This game makes it so you probably won't until you, yourself, gets more expereince under your belt.
In Conan, the hard level ceiling is Level 20, providing 10 levels for the "normal" world and 10 levels for the heroic, magical world of stuff.
I can see playing an entire campaign and never going over 10th level.
Overall I'd say this is my favourite D20 system. Go for it, I think you'll like it.
I'll second both statements.