A homebrew system based loosely on D&D3.5 but only in values, not mechanics. This will be one part GM-vision, one part experiment and one part that will be very random (as many experimental games are).
There will be no levels in this game; general level of power will be measured by HD and range of abilities. Characters will have access to certain game mechanics (Stat boosts, BAB, Feats, Skill ranks, etc.) based on several factors: starting stats, background, profession, what you strive towards and what you are exposed to. The later two are meant for things that happen in-game through roleplay and plot-points.