We decided to go with 5th level instead of 3rd. Mainly, I didn't want to run low-magic part of campaign

. Don't mind playing it, but running it tough for me

.
Char Gen Rules:
1. Abilities: 18, 18, 15, 12, 9, 6. Allows almost any character concept, but forces at least one weakness.
2. Feats: Every odd level. Uses Seasong's big list o' feats.
3. Equipment: Provided by me. Players can then sell & buy as they wish.
4. Hit Points: Max for HD. Will need it

5. Spells: Some shifts back to 3rd ed. Ability buffs now 10 min/lvl. Invisibility now 10 min/lvl. Old 3rd ed Haste is now 3.5 Celerity, and is 4th level (it does not allow an extra spell per round, however). Old 3rd ed Blade Barrier is now Mordenkainen's Transection, and is 7th level (it still does slashing damage). More may occur in future (with player/GM discussion), but that's it for now.
6. Sorcerer: I am using Seasong's alt.sorcerer.
7. Monk & Paladin can multiclass freely. Ignoring XP penalties for multiclassing.
Ended up with:
Marceau - NG Gray Elf Swashbuckler 3, Sorcerer 2. STR 13, DEX 20, CON 10, INT 20, WIS 6, CHA 12. Feats Dodge, Mobility, Spring Attack. HP 42. Described as "A flamboyantly gay elf, without a serious thought in his head. He's only 115 years old, and wasted most of that lounging about the forest, eating grapes, and mooning after this or that romantic story. His elders sent him to human lands to mature a bit or die trying. He sees himself as an aristocrat in exile, and moans about it a lot... unless he's in the middle of action, at which point he thoroughly enjoys himself. It's not the danger that depresses him - it's the slumming."
Sparrow - LG Human Fighter 5. STR 19, DEX 15, CON 18, INT 6, WIS 12, CHA 9. Feats Weapon Focus (Glaive), Weapon Specialization (Glaive), Improved Critical Strike (Glaive), Near & Far, Combat Reflexes, Draw Attack, Iron Skin (DR 1/-). HP 70. Described as "Sparrow is the clydesdale of humanity. He is big and unattractive and brutish looking. But he has a heart of gold. He is a Narbonese soldier. It was that or farm labor. He is not too bright. But he is very protective of his friends."
Viggo - LN Human Swashbuckler 1/Monk 4. STR 15, DEX 18, CON 10, INT 12, WIS 18, CHA 6. Feats Weapon Finesse, Exotic Weapon Proficiency (Spiked Chain), Improved Grappling, Weapon Art (Spiked Chain), Combat Reflexes, Dodge. HP 42. Described as "He's one uptight bastard! He sees himself as a swordsaint, destined to master his weapon of choice. He believes he must purge himself of the taint of sin, which in his mind means lack of discipline. He obeys his own code of honor fanatically. Oh, he's not Good, though. Discipline & order don't equal a lkind and loving universe, in his mind. His weapon of choice is the spiked chain."
Gaures - LG Dwarven Wizard 5. STR 9, DEX 12, CON 18, INT 18, WIS 18, CHA 4. Feats Bookworm, Augment Familiar, Blessed (Cure Minor Wounds 5/day). HP 40. Described as "A studious wizard of a Narbonnes' clergical order, he has left his order to see the world for himself. Although only a weak scholar, he believes that his order is too passive, and that his ivory tower principles can be applied directly to the world. I would like it if his portable library and research abilities could be useful, but I'll take the lumps if not

."
Gaures' Familiar - Hawk,
augmented to have the Saint Template (+2 ECL, BoED). Feat Mystic Scent. According to player, "The hawk is the reincarnation of a saintly ancestor of Gaures, St. Catherine, and she was sent to help guide him away from a useless life of scholastic pursuit and towards whatever it is your overall plot is

. As the augment increases, I'll be giving Catherine levels in Cleric."
Elaine duChamp - TN Rogue 5. STR 9, DEX 18, CON 15, INT 19, WIS 6, CHA 12. Feats Blood Arcanist, Blood Magic, Social Web. "Most of the group seems intent on Exalted stuff, so I thought I'd lean the other way just a bit. Elaine is a basically good person, but she craves power, wealth, etc., and she's not averse to stealing it from people who have more than she does. Well, from anyone, really. She works hard not to hurt people, really, but it's always a tough choice for her. Aside from the lack of appropriate feats, she's a proper rogue, and she generally doesn't show off her ability to do magic. Her social web is obviously in Narbonne itself..."
One player didn't make it to game, so still don't know what his character will be.
Character creation took most of game time, so we spent rest of evening discussing how PCs know each other:
Sparrow & Elaine have worked together in past. Elaine is a thief-catcher and investigator for city, and Sparrow has backed her up a lot. He has crush on her, she doesn't reciprocate but is kind to him.
Elaine also knows Marceau through "family". She knows a few gray elves in city, when Marceau's family decided to drop him on head, they were sent to her by the elves she knew. She's agreed (for a goodly sum) to show him around city. They've become good friends, though Sparrow is jealous.
Gaures & Viggo met in the street and took instant liking to each other. Disagree, but both love debates of truth. Have been visiting every day for past month in local, friendly tavern.
Viggo has been hired by guard before, knows Sparrow, and has occasionally dealt with Elaine, though does not like her. Or trust her.