There are still the basic 20 class levels, but rather than get specific class features each level, characters instead receive 24 “Character Points” to build their character in any way the player wants! Also, instead of receiving a feat at levels 1, 3, 6, 9, 12, 15, and 18, characters receive +6 CP to spend on anything they wish. Characters under this system still benefit from the ability score bonus granted at levels 4, 8, 12, 16, and 20. The basic expenditures of CP for character growth in this system are as follows:
Base Attack Bonus: 6 CP for every +1. You Base Attack Bonus may not exceed your character level. Characters in this system DO NOT gain extra attacks based on their BAB. I’m employing a variant on this particular aspect which will be covered later.
Saving Throws: Each point of a bonus in a saving throw (Fort, Ref, Will) costs 3 CP.
Hit Dice: Characters recieve 1d4 + their Constitution modifier in hit points each level. They have to pay CP for larger hit dice if they want to be made of tougher stuff. The total character point cost for Hit Dice is dependent on the Die Type desired (Note: You hit dice may not exceed your character level):
d4: 0 CP (standard amount)
d6: 2 CP
d8: 4 CP
d10: 6 CP
d12: 8 CP
Feats and Special Abilities: Provided that the character has met the proper prerequisites, all feats cost 6 CP (Note: I’m converting class features into feats with high prerequisites to maintain game balance). There are certain special abilities available to characters that cannot rightly be classified as feats, so they may cost more or less depending on the nature of the bonuses they offer (I’ll post up some examples later).
Disadvantages: I MAY allow characters to take Disadvantages/Flaws in exchange for bonus CP based on the rating on the flaw (this is one I’m still working on so I don’t have much on it I’m afraid).
And now on to the uncertain parts of my little system here. I’ve decided to have a table of a set amount of skill points whose CP cost is based on the number of desired skill points received per level (all characters recieve 2 + Intelligence modifier in skills by default; as with hit dice, if they want more skills, they're gonna have to fork over XP). Characters still get x4 skill points at first level; human characters also still start off with 4 extra skill points and receive 1 free skill point per level. I’m using a different set of skills for my modern game, but I intend to do a write up on skills usable for both modern and fantasy settings in the future.
2 + Intelligence Modifier: 0 (standard amount)
4 + Intelligence Modifier: 2 CP
6 + Intelligence Modifier: 4 CP
8 + Intelligence Modifier: 6 CP
Weapon Proficiencies: I’m doing a different take on Weapon Proficiencies. Rather than have a series of feats I’m using 3 “Weapon Skills” (an idea also heartlessly jacked from another system

Unarmed rank 0: 1d2
Unarmed rank 4: 1d4
Unarmed rank 6: 1d6
Unarmed rank 8: 1d8
Unarmed rank 10: 1d10
Unarmed rank 12: 2d6
Unarmed rank 16: 2d8
Unarmed rank 20: 2d10
Unarmed rank 23: 2d12
As long as you have at least 1 rank in the Unarmed skill, all of your unarmed strikes are considered armed and don’t provoke an attack of opportunity. Also, all damage done with an unarmed strike is considered non-lethal/subdual unless you have a feat/special ability that says otherwise. Moving on, you receive bonus attacks based on your ranks in the 3 weapon skills, in addition to skill specific special options (which cost a certain number of CP ranging from 1 to 6) to enhance your combat proficiency. I’d post them up, but I don’t know how to make a good table on MSF and this message is long enough as it is so I’ll cover that later

So what say you my friends? Does this have promise? What areas could stand for improvement?