I guess I'm upset that no edition of D&D or D20 hack does what I want. I think Basic Fantasy comes the closest, but its still very far off.
I want something very fast, story-focused, and intuitive that focuses on exploration and role-playing. I want combat to be quick and gritty, character creation to be minimal, and the rules system to be smooth and balanced. Characters should start out very simple and similar to each-other, but gain complexity and originality as they advance.
I think one of the main weaknesses of D&D 4e is trying to make characters complex and distinct right from the start.
The following suggestion really doesn't fit 3.x, but if you want the above, I think you need to pretty much throw out feats and make skill use much more abstract. Instead use some sort of action dice and/or hero point system to allow players to perform special maneuvers, do cool stuff, and avoid the occasional bad luck. Require the players to describe their actions and adjudicate accordingly, rather than simply "roll to disable the trap, DC 20".
In addition, I'd recommend strongly focusing classes on specific roles, with different strengths and weaknesses. There can be overlap, but in general, a cleric should not be able to fight as well as a fighter.
Make weapon damage more dependent on the character class and level than on the weapon used and character stats (3E, IMHO, made stats far too important with the +1 for every two points above 10). A trained fighter with a dagger should be far more dangerous than a wizard with a greatsword.
Decide how quirky you want the classes to be. I liked the mechanics in Castles and Crusades, but I really didn't want to play all the quirks of the classes (this class gets a unique abilty at 5th, 13th, and 16th level, while this other class gets a special at 8th, 11th, and 17th level, etc). Do you want classes to be more similar in advancement, e.g., everyone gets a special at every even level, or do you want them to be very different, ala 1E?
Decide how compatible you need it be. For example, should someone be able to pick up the 3.x Monster Manual and run a creature with little or no modification? Or are you expecting them to first convert anything used? The single biggest issue with modding 3E is everything is so intertwined, and a seemingly simple change may create hours of additional work dealing with the ripples.
Lastly, check your math. I've toyed with creating a lighter version of 3E for years, and it's difficult to get the math to work at all levels without having to change the system so much it's no longer a 3.x compatible system.
PS: Personal request. Make the basic system very simple, even incomplete in some ways. Then offer numerous options that can be layered on, so players choose the level of complexity and detail they want.