- Bards were folded back into a Magic-user subclass. They started out that way in the Onn S&W Supplement I. I just like the idea of 3 base classes and on their own as a fully-fledged class they just don't seem right.
- Saving throw progressions now match a character's attack progression ability, so a player need only make changes all at once when he reaches a plateu in combat ability, instead of having to check everything at each level.
- I've decided to include the Barbarian in the 2nd print Core Rules as a Fighting-man subclass. In order to remain compatible with the 1st print, the Companion Book will include them in an appendix for those still playing 1st print.
- Clerics now have access to 12-1st, 11-2nd, 10-3rd, 9-4th, 9-5th and 9-6th level spells, total count 60 spells.
- Druids now have acces to 16-1st, 16-2nd, 16-3rd, 15-4th, 15-5th and 15-6th level spells, total count 93 spells.
- Illusionists got a major overhaul with 19-1st, 17-2nd, 15-3rd, 11-4th, 10 5th and 9-6th level spells, total count 81 spells.
- Magic-users have been expanded to 28-1st, 26-2nd, 23-3rd, 23-4th, 21-5th, 19-6th and 16-7th level spells, total count 156 spells.
In regards to the Companion, I will use an appendix to keep compatibility with the 1st print rules (aside from the Bard and Barbarian, there is very little since Saving Throws are all listed in the Core Rules for all levels). So no matter what there's something for everyone.