After perusing both UA and GoT, I gave up on finding a Magic fix so I had to invent one. I'll start with that - More Vancian Magic.
So D&D has Vancian magic, well for the most part Wizards use Vancian magic in the strictest sense - you have to go find spells, commit them to memory, then when you cast them they leave your memory and enter the world. Sorcerers are decidedly less Vancian, but can't learn new spells overtime merely when they "level up". Sorcerers are thoroughly more powerful than Wizards, and in 3E Clerics and Druids are more powerful than both considering they begin with what amounts to full spellbooks and some martial options besides.
What is "More Vancian Magic"?
Well, per the books while the spells are far more powerful in Dying Earth, there's also a much more limited space in the magician's mind for the spells. This translates to only letting all MUs pick two levels of spells to cast. This will not really affect 1st level characters but at 10th level, let's say you're a Wizard. You can only pick 2 levels of spells to use, and they have to be grouped together. So you can pick to have 8 spells prepared from 0th and 1st or 1st and 2nd. Or you can pick to have 5 spells prepared from 4th and 5th. This is post-metamagic, so if you want a jumped up 3rd level spell you have to decide to memorize it as a 4th or 5th level spell like normal, taking one of those slots.
Sorcerers get their freedom but still must pick from their "spells known" which two spell levels they can use, and if they want to use metamagic they have to preload those spells too. They are also still beholden to their casting frequency. So a 10th level sorcerer can still pick two 4th and one 5th level spell, or replace one with a metamagic'd 3rd level spell, but after all is said and done can cast five "4th" level spells and three "5th" level spells.
Clerics and Druids are better and worse off. They have the same limitation, two levels only, but at the same time they have to make a flat roll (no modifiers) of d20 vs 10 + spell level for a spell to function. Any spell. If it fails by 6 or more the spell is lost for that day. Unlike Sorcerers and Wizards they don't have to pick two parallel spell levels, they can pick a 2nd and 7th day if they are powerful enough to cast 7th level spells. They can still spontaneously cast as well, but still have to make the roll. The only bonus that can come to this roll is based purely on fiat, that being "does this action benefit the deity in question". If yes: bonus to roll. If no: no bonus. If it would hinder the deity: penalty to the roll. They have weapons and armor, they should be prepared to need to use them more often.
Bards follow the rules for Sorcerers, Rangers and Paladins follow the rules for Clerics and Druids.
And now we get to baseline changes in the game system:
Strength: No longer adds to attack rolls of any kind
Dexterity: No longer adds to attack or defense of any kind. "Max Dex bonus" on armor is no longer a thing.
Constitution: Unchanged, saving Shock
Intelligence-Charisma: Unchanged, EXCEPT there are no "bonus spells". It's always been stupid that at 10 Int you are too stupid to cast 1st level spells, 11 Int you're barely capable of casting 1st level spells but at 12 Int you get a bonus 1st level spell. I've decided you get plenty of spells, the gate of the ability score locking away higher levels is appropriate but the bonuses are not.
Saves:
Fort is now modified by the worse of Str or Con bonus
Reflex is now modified by the worse of Dex or Int bonus
Will is now modified by the worse of Wis or Cha bonus
(Implied) Skills:
Skills, to put it bluntly, are and always have been a bad idea. They spend more time explaining what a character is bad at than denoting what they are good at. Even a Rogue per this game are bad at most skills. There are 36 skills (not counting specialties) and a Rogue only is good at 8 + Int bonus so maximum 12-13. One third. And everyone else is even worse. I think they believed this would mean players would diversify and make up for others lacking, but at absolute best case with maximum metagaming, we're looking at 30 skills known (the majority sure, but this is the best came including maximum metagaming and every class having max Intelligence). There is a better solution, which is simply NOT HAVING SKILLS, or using them as a guideline rather than a rule. What's this mean? Don't actually write skills down. The rules for Forgery (for example) exist, use them when applicable and give a character a bonus equal to 3+level when his class applies. Can a Rogue Forge? Probably. Give him the bonus to attempting. If it could go either way, give him half the bonus (like he's cross-classing). Bards will mostly have cross-class capabilities in the skills dept. If it doesn't make sense at all, just say "No you can't." Learned skills go a long way to explain what you can and can't use untrained. But leave everything off the sheet. Let the class merely imply what the character can do. Get your damn eyes off the sheet when playing. Stop looking for the most plusses.
Feats:
Removal of Armor Proficiency "Feats" as they are unnecessary considering the Magic Fix and how armor works now (DR). Allow casters to wear armor, their Defense is still very bad.
Removal of "Martial Weapon Proficiency" Or any separation of Simple and Martial weapons, same reason. Exotic weapons can remain proficiency-locked. Caster's BAB are still very bad, who cares what weapon they use?
Transplant the following feats whole cloth from GoT: Bravado, Brute, Canny, Finesse, Tactics
Replace "Toughness" with the GoT feat Tough.
These feats basically allow you to pick your bonus to attack rolls OR defense rolls/AC based on your best score - one exists for each stat other than Constitution (Con will get an upgrade with the Shock system). They all have to be purchased with Feats though. And Fighters have the most Feats. This bolsters the Fighter, and even gives the option to play a smart Fighter or charismatic Fighter over the continually strong fighter of core 3E (and well, all of D&D for that matter).
Ignore all the skill bonus feats. Or don't but they aren't super useful considering how skills work now. If someone really wants to specialize in a skill, use the skill bonus feats to give them full ability in a skill of their class doesn't really fit, in lieu of the +2. So a Rogue taking Stealthy gets a +2 to Hide and Move Silently, but a Fighter taking Stealthy gets to use the skill as if his class fits it (IE he uses it at class level +3 per the Implied Skills paragraph). Can a Fighter take the feat again to get the further +2? That's up to the DM but I probably wouldn't allow it. But see below.
Fiction-First Feats and Multi/Prestige Classing: This is the biggest change to the gameplay that actually fixes 3E and makes it to where everyone who loves 3E will absolutely hate this hack. To put it simply, the DM is the gatekeeper of every feat and class change to a character. Over time you may run into situations where you will be able to train into a given prestige class, at that point you're allowed to cross into it, not before or after. This evolves from the world and therefore in the purview of the DM. If the DM's campaign does not include Shadowdancers, you will never have the opportunity to become a Shadowdancer. If it does include Shadowdancers, you will have to find them in the world and petition to train with them in order to take the prestige class. They can say no. The DM can use the requirements in the book as a baseline of entry or make up his own more or less stringent requirements. He doesn't have to tell you what they are. Just like groups in real life, you can be denied entry and never know why.
I started with the gut punch, the second tap is lighter - Multiclassing is still in the purview of the DM. They should grant you access if you put real effort into driving the fiction toward an outcome. If you're a Fighter and want to train into a Wizard, it's time to start reading tomes on spellcasting in your spare time in lieu of sharpening weapons and drinking. Once the DM thinks you've done enough to prove you're on the path to a new class, they can find a way to open that avenue to you. In the case of a Wizard may offer to assist you in training in return for a favor or quest. Again the DM picks when and where, and you don't get to raincheck when it comes up. Opportunities seldom knock twice.
The last hit is either the best or worst, depending on your point of view. When a character gets a feat after levelling up, it's no longer immediately chosen and added to their character sheet by their player from any given source of feats. Instead, the DM dreams up options, preferably at most three, which jive with the actions of the character in the campaign thus far. He then presents those options to the player and they pick one from those options and those options only. A player may suggest an option to the DM prior and plead their case for it's inclusion, but once the cards are dealt to the player they must pick from the options given with no muss or fuss or else lose the opportunity to get that feat. Again the DM is suggested to follow the restrictions on feat development/trees present in the book but is not beholden to it.
HPs: All HPs are changed to GoT style as outlined on page 327. Shock is employed
Defense: Defense for each class is listed on GoT 330. Armor does not add to AC, it provides DR.
Monster HPs: For monsters with 100-200 HPs, half their HPs. For monsters >200 HPs, make the first integer of their HP a 1 instead of it's current integer. For monsters >400 HPs, make the first integer of their HP a 2 instead of it's current integer. So 285 becomes 185 and 640 becomes 240. Deflating HPs is a critical step in fixing the game entirely, and this is the quickest and easiest way.
Animal Companions, Familiars, and etc: A Constitution check is required (yes) for an animal to act in accordance with it's owner's wishes. It's not cut and dried that the players get an additional character with attacks and the like. The animal retains a will of it's own and will do things an animal will consider sensical - if faced with overwhelming odds it will run, it can be spooked, it can freeze in terror or not find the will to act.
The problems around the entire game revolve around HP inflation, Quadratic Wizards vs Linear Fighters, HP hyper-inflation, Animal Companions granting additional attacks/characters, Skills and Feats and classing leading to bizarre "build culture", and this odd need to pretend classes are balanced when they clearly aren't.
