Dungeons & Dragons was originally derived from miniature games not unlike what we(well, okay, I) play today. As I understand it, the very first editions of D&D were basically just combat rules, with roleplaying tacked on and not really thought about. Either way I did not really get involved with the system until AD&D 2nd Ed, and the corresponding Baldur's Gate series of games. I did play 2E in the real world, and owned books at one point, but I really learned the system on Baldur's Gate, barring the changes caused by the shift in media. This lead to me learning 3/3.5E on Neverwinter Nights then actually playing the game a fair amount, running a long lasting campaign myself and dabbling in a few other games when I got into college. Running the game at this point was mediocre. My players were satisfied by the game but I felt it was almost in spite of the system - in high school I had tried a number of other games - BESM and WoD, to name a couple - but I didn't really get what the problem was until I played AEG's 7th Sea, in many ways a rebuttal to D&D.
7th Sea is a rebuttal because, well, for one its creator hates him some D&D, but mostly because it values the opposite of what D&D does. 7th Sea is what I would call a skill-based system - the rest of character definitely matters but when it comes down to it her skills are her most important feature, and the one you will spend the most XP/HP on. 7th doesn't pay a lot of attention to inventory and there is a definite dearth of "special" or "magical" weapons - even when they exist their effects are minor. Contrast this with D&D and its "a party of x-level should have y-gold in magical items" guidelines.
I have heard D&D called a "loot-based" system and for some characters(fighters, natch) this is totally true. Much like WoW, gear is your best friend as a physical character in D&D, which brings up my first point.
D&D is unbalanced. At the core level the classes are out of whack, with the spellcasters being completely better than everyone at higher levels. Say what you want about roleplaying - it can keep the came from becoming too lopsided, certainly - but the fact that a level 14 cleric is going to be much more effective in combat is eventually going to drag down the spirits of your level 14 fighter, unless they're content to be a meatshield for the rest of their days. Proponents of the system will argue that smart building(IE. never taking fighter above 5th level) negates this flaw and that is basically incorrect. All systems are going to have bad options, certainly, but no class should be one of them. In a class-based world every single class should be useful throughout - D&D specifically encourages not multiclassing ever, thus every class should be able to be taken to 20th level and be on a somewhat even playing field. As of 3.5 they are not. (We'll get to 4e in a minute)
This core flaw is the main one that is solved by Pathfinder. When I opened the book initially I was rather shocked by how different the classes were, in a good way. Every single one of them can do more than their D&D counterparts, and as far as I can see all of them are balanced - my game isn't in high levels yet, but I'm optimistic.
Probably the greatest sin D&D commits, however, is setting in place core mechanics (such as the rolling of a d20 + modifiers) and then setting down entirely different ones for certain effects (such as the percentile rolls for concealment, or the multiple rolls used for grapple/trips/etc.). What systems like 7th Sea, WoD, even BESM do better is keeping the mechanics all centered around the same roll. This is a learning tool for the human brain but also makes the system much easier to run and design for. A GM only really has to explain how to roll anything in 7th Sea once (Roll Skill + Trait, keep Trait). Same with BESM(2d6) or WoD(xd10, 8 - 10 succeeds). Mechanics are then built to modify these rolls.
However, in D&D, this elegance is not really around. Rather than affecting the roll, D&D has to effect its base statistics - meaning that even something as simple as a STR buff leads players into recalculating a chunk of their stats (Melee to hit, melee damage, grapple/trip rolls, carry weight) on the spot - Simple enough with practice but it's the sort of thing that leads to newer players not bothering to learn the system if they don't pick it up immediately. Add to this the "advanced" mechanics(grapple being the historical example) and the system is just clunky. Someone who wants to be good at D&D has to remember specific rules and what rolls and modifiers they call for, for basically every separate thing he does. This is very inefficient game design. Any ignorance on the player or GM's part bogs down the game considerably, meaning that D&D is not exactly forgiving(more on that later).
D&D being what it is, its approach probably feels arguably "natural" to many, especially if like me it was your first roleplaying experience. But the way it is designed( Player says "I want to do x. How do I do x?" GM looks up rule, rattles off roll or series of rolls, action happens) is a lot less functional than it sounds. Eventually something is going to come up (I want to pick up the bandit and throw him at his friend. So would that be a grapple? He's technically medium, can I use him one-handed? Am I proficient with bandits? What's the damage on a bandit? What's the range?), someone is going to have to look up the specific rule (good luck on that one, I usually just make it up at this point and keep it consistent next time someone hurls a bandit), and the game is going to get slowed down. Now this happens in virtually every system, sure. But realize with D&D you have the potential of it happening every time someone casts a spell (best case scenario they printed it out and can at least reference it), uses one of their feats (again, write shit down), takes some sort of cover(is it soft concealment, hard rubble? Does it actually block LoS or just give xx% cover?), or tries to bust in a wall(Unless you memorize the hardness and HP of 1'x1' of stone). Being "proficient" in D&D requires a ton more memorization than most sane systems, to the point it can be frustrating to play.
Pathfinder does its part in fixing this issue. Combat Manuevers are elegant and flexible, like a good stat should be. How do you trip/grapple/disarm in Pathfinder? Take a freestrike and roll a combat maneuver vs. their CMD. Done. I still need to know the damage and range on a bandit, but at least I can get him in my warm loving embrace without problems. But this flaw will never go away from d20 because it is something present in its core design ideas.
I would call it an overreliance on derived statistics. Think about it, what does your actual STR score matter for? Carry Weight. For everything else you use the modifier - so why do I have a score at all? Would it not make more sense to simply level up the "modifier" value as my strength and save the whole world a chart? Why are bonus spells tied to specific INT scores when one could, for instance, simply add one's INT modifier to their spells-per-day in some fashion(Likely full mod to level one spells, then -1 for each level above that - not exactly clean but it doesn't take a chart to do). This line of reasoning leads one to something like d20 Lite . I'll have to give it a shot at some point - if you want to see d20 without its rules bloat and whatnot, that's where you should look.
This is likely getting incoherent but I'm almost done. D&D is built the way it is to lend some objectivity to its gaming world - all systems are. Unfortunately it does it like an overly detailed miniatures game - a list of "hard" statistics that govern very specific interactions. It gives loads of options in feats and skills but the combat-oriented nature of the game(because really, that's where you need rules anyway for the most part) means that there are not enough good options to compete with the best ones. If you want to match the CRs of booked anythings(also, why do monsters have HD instead of just levels? Why should I need a formula to calculate a really inaccurate challenge rating that may or may not make sense in regards to the party I'm working with if I want to use the booked rules for XP? Why stat monsters in a completely different way than PCs? Hit Dice and Level are essentially synonymous already, minus a few weird exceptions, like monster races getting bonus HP for no reason other than to frustrate character building via strange level adjustments), you need to best options available to you. To the point that if you look online you can surely find a perfect build of the class you're playing to suit the books you own and your own neckbearditude.
This post kind of got away from me at some point, so I'm going to try to sum it up all at once. Pathfinder does a lot to make D&D playable and for right now I'm going to say it succeeds, because it fixes the biggest player-end problem - class balance. It simplifies the rules only somewhat, but doesn't do a full job of it. Nothing's perfect, fine. But d20 is bloated and ugly compared to products like Savage Worlds or 7th Sea or even WoD. It's a case of tradition overriding good game design, of D&D following standards that don't really need to exist anymore. Other systems don't bother with classes or levels because they're a relic, something oldschool people did that just limit character building, forcing players into archetypes. Other systems realize skills and social abilities are just as important as combat ones - because we want more than just a minis game. SO if you want one good solid thing, one opinion out of me, here it is.
What is wrong with D&D? The fact that there are a multitude of systems that are newers, cheaper, better laid out, better written, easier to learn, easier to get into, more flexible, and still yet just flat out better at doing what D&D is trying to do.
I should probably take a moment to mention 4e. It's overpriced garbage. There you are.
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