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Message: <blockquote data-quote="bento" data-source="post: 3560640" data-attributes="member: 36597">I can't help but think there might be a better solution than jumping into another game system that your players might balk at.  I think you should ask yourself the following questions and let the answers guide your next steps:1) What parts of D&D do my players enjoy the most?  The least? 2) Do my players like lots of supplemental materials to choose from, or something simple and streamlined? 3) What kind of adventures do I run the most and get the most enjoyment from my players? 4) Do my players want to try some other kinds of genres, or are we looking for another Fantasy-based system? 5) Do we like long drawn out campaigns or shorter adventures? 6) Do I expect a game to come complete with a setting or make it up as I go along?When I did some soul-searching a couple of years ago because I wasn't too happy with 3.5, I investigated a lot of different systems in the review section of this site and rpg.net.  It led me to Blue Rose and then True20 when it came along.  I've also heard very good things about Castles & Crusades, Savage Worlds, and Warhammer Fantasy RPG.</blockquote>