Making a roleplaying game

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I've been DM'ing a party of eight people in D&D 4th edition for three months now, every Sunday from noon till night. But i'm not really happy with the system, I hope to blend existing systems into it and removing some content that makes it more ruleplay then roleplay.

Any recommendations?

Ideally I would love to see a functional merger of 2nd and 3rd edition D&D. 4th edition is just horrible, really hate how everyone has healing in it.

Switch gaming systems.

Traveller - "Science Fiction Adventure In The Far Future". The rules are simple, especially those involving character generation.

GURPS does have a fairly simple point-based char-gen system, with a dumpload of resource material covering fantasy, science-fiction, western, espionage, and other genres.

You could also fall back to 2nd Edition AD&D, but that would alienate the power-players and munchkins in your group (A Munchkin is a player who, when told that the game will take place in 15th-century Venice, asks to play a cyborg-enhanced ninja character).

You could make up your own system, which is how every RPG system started out, anyway.

every time we had a munchkin player running about, the rest of the party would kill the fool. (Who usually tends to ruin the story.) As for balancing out the power-players, we changed the way skill points are bought (so instead of the usual 3rd edition skill system, we modified it that you have a progressively increasing cost for going up in rank in a skill. We also put in a mana system instead of spells per day as well as a few other rebalances and modifications.) We all still prefer 2nd edition rules though, but love the multi-classing system of 3rd edition.

(Source)

I got at least two of these in my party, avid Munchkin players btw.
The sad thing is that D&D 4th edition is build around this kind of players.

I implemented power balancing, where every plus has it's minus and vica versa. With some reluctance they gave in.
There are rarely any negative modifiers, there isn't even a critical fumble!

There are more things, but i'll tell about later. I have an appointment to get to.