Man, that was such a successful game of AFMBE, due largely in part to the solid rules system.
This man speaks the truth. Things that went wrong-
1) I didn't draw a map before getting started. That took a while, even with help.
2) Cthulhu was the only one who actually played the game before, and left before we started playing.
3) I didn't read the rules quite enough, and decided from the start to fiat most stuff.
4) The UniSystem rules have giant holes in the combat system, like determining which bodypart you hit.
Never trust a rulebook that kicks off its "rules" section with a treatise on how and why you shouldn't use the rules. That left a pretty bad taste in my mouth, so I don't know when we'll try that again. I'm going to pitch GURPS again, because it doesn't have those problems, even though I know no one cares.
So what happened? Anyway, yeah, I said before I don't really like how they do rolls, it's really artificial feeling, and I made my own hit location chart.
ANYWAY, SERIOUSLY GOING TO PITCH THE BACKGROUND FOR MY CAMPAIGN NOW
Alright. The world used to be a normal fantasy world, populated with a Greyhawk-esque kingdom, orcs, dragons, gods that participate actively in people's lives, etc. Around 200 years ago, however, a cataclysm of unknown origin shattered the world, wiping out civilization entirely. "Scholars" (Read: Guys in tents smoking peyote and reading the future in bird guts) have debated over whether it was a magical experiment gone awry, the birth of a new, evil god, or the gods themselves taking their people to task for their sins. The general consensus among the common people was, however, that it was the elves. While this distrust never leads to anything like lynchings, people are still less likely to trust an elf. The gods are dead or have abandoned the Earth, and clerics gain their power through sheer force of will (Although they still must worship something, although it's not likely to be an actual deity).
What you know:
You are a tribesman of Zoth-sul, a small hunter-gatherer community in a seemingly endless desert, bordered at the south by a great sea. No one has ever found the edge of the desert, or at least if they did they never came back. Under the guidance of the tribe's leaders, you've become somewhat ecologically conscious, and no longer have to wander nomadically, only taking enough food to survive. As a result, you've erected some permanent buildings, although most people still live in hide tents. To the south is Zoth-aq, a fishing village near the sea, and your ally. To the east is Zoth-krath, a rocky plateau, and the mining village outside it. The secret of smelting iron was gleaned from ancient ruins, although it's still poorly understood and most iron made by the tribe is brittle and inferior to the bone weapons your tribe traditionally uses. To the west is a caustic green lake, surrounding the ruins of an ancient city. In every other direction is sand or ocean.
Most races are available, but I left some out. If you can provide a good reason for using one, though, go for it.
-Humans: The primary race, no real changes
-Elves: Another common race, elves are commonly mistrusted, folklore dictating that they were somehow responsible for the destruction of the Old World.
-Half-Elves: Half elves tend to be reviled, and most are killed as infants. Those who manage to survive, however, don't have to worry, most of the anger is directed toward the parents for bringing a half-elf into the world, rather than the children.
-Devas: Devas are born from humans, and their birth always kills the mother. They're extremely rare, maybe one or two per generation, and are highly venerated. The birth of a deva is seen as an auspicious omen. Some of their previous lives were likely from somewhere outside of the desert, or even before the cataclysm, but if they know they never tell. The whole venerated and auspicious omen thing should not be seen as a blank check to Sue it up. Don't do that.
-Tieflings: Tieflings are born in a process similar to devas, but are feared and their birth is an ill omen. Again, don't Sue it up.
-Goliaths: Goliaths come from Zoth-krath primarily. A tribe of them lives on the plateau and adventurous young goliaths often come down to live in the human towns and seek glory fighting the various horrible desert monsters. Giant Scorpions and stuff, you know how it works.
-Dwarves: Dwarves also live in Zoth-krath, working among the mines. Of all the races, they were most severely affected by the cataclysm, and many of them are, at least by human standards, completely insane. They've adopted a bizarre compound naming convention, one family is known for naming all of their male children Urist Uristurist. They've been known to breach magma vents for no reason, and take the common distrust of elves to an irrational hatred. If you haven't caught on, they're the DF dwarves. Same thing as Devas and Tieflings comes up here. If DF jokes become the theme of the campaign, I will have a problem with your character. You don't want me to have a problem with your character.
-Halflings and gnomes: Relatively common, but not as common as elves and humans. Unchanged from PHB. Most humans can't even tell the difference between the races.
-Half-orcs: The newest race in town, half-orcs are primarily the sons and daughters of refugees from a fishing village to the southeast that was attacked by orcs around twenty years ago. The orcs in question are presumably still in the desert somewhere, though they haven't been seen since. Unlike half-elves, half-orcs were welcomed into society, their brute strength being a great asset in hunting and manual labor. Interestingly, they seem to breed true with each other, so half-orcs may be a permanent addition to the tribe.
If a race is missing and it's not one of the core D&D races, it's probably not available. Maybe if you ask really nicely and give a good reason you should have one, I'll let you have one. If one is missing and it is a core race (3.5 core races, that is. Dragonborn are not a core race) I probably forgot it and you should tell me so I put it in.
So in summary, in order of population:
Zoth-sul: Humans, Elves, gnomes/halflings, Goliaths and Dorfs, Half-orcs, Devas and Tieflings
Zoth-aq: Same, but mountain races are even rarer, with a somewhat higher number of half-orcs since it was closest to the town that was raided.
Zoth-krath: Dorfs, Goliaths, Humans, Elves, Half-orcs, Gnomes/halflings, Devas and Tieflings
Classes:
All classes are available, power sources may have some changes.
Martial: No change
Primal: No change
Divine: The gods are gone. Most people worship something, although it's often mysticism and animism. Clerics gain their powers through sheer force of will. Choose a god of some sort, it can be whatever you want, although it should probably be something that has a primary role in your life, like the sun or desert. Go crazy.
Arcane: Magic only works with the help of focusing crystals, that must be obtained from the ruins to the west. Sorcerers and other spontaneous casters can do minor tricks without one, like moving small objects, but it's very limited and very hard to control. Wizards and characters who learn their magic have no capability without one. Those with the gift, or those intelligent enough to learn, are taken by Master Zur, the wisest sage of the tribe, to the ruins to the west when they turn 16. There they take a focusing crystal, and that becomes their first Implement. They vary in size and color, and can be used as an orb, stave, wand, or whatever, depending on how big it is and what you attach it to. The ruins are very dangerous, and every expedition several prospective mages don't come back. Focusing crystals have a tendency to kill people who don't actually have the gift, and every few expeditions someone tries to fake their way into magehood and dies when they touch a crystal. If you're a mage, be very protective of your crystal. If you lose it, you can't use any of your powers until you get a new one. Thankfully, the whole killing people who touch it thing makes them hard to steal.
So there you go, I think that's everything that needs to be known to make a character. Questions? Comments? This is bad and you should feel bad?
As for the actual game, it'll probably be action-oriented, with roleplay, but not roleplay-focused. There will probably be places where you can roleplay your way out of combat, but combat will still be a big part. It's 4e, if I didn't say that already.
Oh, something I forgot. There's a group of nomadic desert elves that occasionally raids the town, and since they move around so much it's hard to pinpoint where they are for a counterattack. That's another reason people don't like elves.