I thought it might help if I outlined what changes I made to the system in TheSpirit Rules. This project incorporates all FAQ and errata up to the June 1st Tournament-legal changes.

ROUNDS, TURNS AND ACTIONS
The concept of "rounds" is introduced, to distinguish between individual player turns and a round of one turn by each player.

IMPORTANT GAME CONCEPTS
The term "target" is defined as the defender in any combat attack. There can be more than one target of an attack.
Archenemies are now identified in a list. Any "hero" archenemy cannot be on the same team as its counterpart "villain" archenemy.

MOVEMENT AND TERRAIN
Indoor Maps: Figures cannot move through or over indoor blocking terrain unless they have a power such as Phasing that allows them to move through (and not just over) blocking terrain indoors.
Stairs and Ladders: Each square of a stair or ladder is considered adjacent to the next stair or ladder square, regardless of elevation. This stops the "top of stairs roadblock" loophole.
Elevated Blocking Terrain: No figure may end its movement in an elevated blocking terrain square. Only flying figures and figures with a power that specifically allows such movement (such as Leap/Climb or Phasing) can pass through or over these spaces. This brings it more in line with regular blocking terrain such as Barriers.

FLYING
Carrying Other Figures: The carried figure may be assigned any type of action except a Ranged Combat Action after being set down. This is designed to redress the ranged/melee figure imbalance.

COMBAT
Knockback into Terrain: If a figure receiving 3 or more clicks of damage is knocked back into blocking terrain that can be destroyed, place a rubble marker in the first square of blocking terrain and continue moving the figure back. One square of blocking terrain is destroyed for every 3 clicks of knockback damage, so a figure would have to receive 6 clicks or more to be thrown through two squares of blocking terrain. This rule was suggested by Keleko, and I’ve seen a few other people mention it. There’s no real reason to include it, but it’s a fun sort of rule that adds some more comic book flavour to the game.

RANGED COMBAT
A figure cannot make a ranged attack or be given a ranged combat action while adjacent to an opposing figure, even if it has flying. This is a further attempt to redress the melee/ranged disparity. Ranged fighters should not be equal to their close combat counterparts up close.
Water: Aquatic figures in water terrain add one to their defense value against ranged attacks. Aquatic figures should have some advantages when fighting in their natural environment, beyond just the free movement. Giving them the hindering terrain bonus seems reasonable, as they would be able to take advantage of the water to dive under a shot.
Blocking Terrain: Blocking terrain blocks any line of fire crossing it. All walls are assumed to stop exactly at the edges of squares, even if it looks like a wall "sticks out" into a doorway.
Elevated Terrain: Line of fire from a grounded attacker to an elevated target is only blocked or hindered by another grounded figure or grounded hindering terrain that is closer to the attacker than to the target. This eliminates the unrealistic situation where a figure at the foot of a building blocks LoF to a figure just above him on the roof edge, even if the attacker is 10 squares away. It still affords an advantage to the elevated attacker, which is proper, but just not an unnatural one.
Soaring: Soaring figures only block Line of Fire to other soaring figures. Another unrealistic situation eliminated.

COMBAT AGAINST TERRAIN
Destroying Blocking Terrain: A figure attacking blocking terrain must first roll a non-critical miss attack. This was introduced following the Hypersonic Speed FAQ entry. If it’s needed for a HSS attack, it should be necessary for them all. And it would be fun to have a figure essentially break his hand punching a wall.

OBJECT FIGURES IN COMBAT
Light Post: Object adds an action token to the target. If the target already has two tokens, this object has no added effect. I’ve eliminated mention of the Incapacitate power, because it was unnecessary.

2ND LEVEL ELEVATION
I added in my 2nd Level Elevation rules, so players could design maps with 2-storey buildings. I’ve seen other such rules for multi-storey buildings bring in physics and all sorts of complicated distance calculations, but I feel that’s getting too far from the beer and pretzels (or perhaps cola and chips?) game mechanics. I’ve kept them together in one section so it’s easy for people to exclude it entirely.

SPEED SUPER POWERS
LEAP/CLIMB. This figure can move over Barrier squares and outdoor elevated blocking terrain, but may not end its movement on top of either.
CHARGE. The target of the attack must be declared before the figure is moved. This allows for the Skrull or ShapeChange roll to be made before the figure moves, allowing it to properly choose another action.
HYPERSONIC SPEED. (AS A MOVE ACTION) The target of the attack must be declared before the figure is moved. Same reasoning as Charge.
STEALTH. Two changes here – stealth figures are no longer hiding from their friends, and clarification on the PW issue. Stealth denies pinpoint targeting, not area effects. It’s not a defense from or avoidance of an attack, but an avoidance from being in the crosshairs.
RUNNING SHOT. The target of the attack must be declared before the figure is moved. Again, see Charge.

ATTACK SUPER POWERS
PULSE WAVE. OK, major changes here. First, the single-target PW is gone. Second, the LoF determination is changed (meaning it can hit stealthed figures, but is still stopped by blocking terrain). And third, there must be an opposing figure, to keep it in line with the "can’t target friendlies" rule.
SUPER STRENGTH. AS A MOVE ACTION: The figure must pick up the object before it enters the last square of its movement. A figure with Super Strength carrying an object at the start of its turn may drop that object during a move action before moving. The dropped object must be placed in the square occupied by the figure at the start of its action. / AS A CLOSE COMBAT ACTION: / AS A RANGED COMBAT ACTION: A couple of changes here. Tsannik gave me his list of what happens when figure A tries to move adjacent to figure B standing on an object, pick up that object and clobber him with it, depending on powers combinations. His list is extremely clear and informative, but appears to be roughly 37 pages long. Far, far easier to simply say you have to have the object before you stop moving. It’s virtually the same end result in 16 words. I’ve also permitted figures to drop objects, as I can find no intelligent reason not to. Finally, I’ve moved the Super Strength and Objects interaction to the power description where it belongs. Sure, it makes the entry longer, but it keeps it all together.
SMOKE CLOUD. A few changes here, all integrated. It doesn’t make sense that you could be in a locked room and place a smoke cloud outside, so I added a LoF requirement. In order to maintain the ability to surround a figure with a smoke cloud, or to launch one from behind a row of figures, the LoF ignores figure bases. I’ve kept the ability to extend the smoke cloud outside your range, and added 0 range figures to that. And I went back to the original wording and allowed up to 4 squares to be placed.
TELEKINESIS. AS A CLOSE COMBAT ACTION: / AS A RANGED COMBAT ACTION: As with Super Strength, I’ve incorporated the object ranged attack in with the power description where it belongs.

DEFENSE SUPER POWERS
BARRIER. Basically the same changes as smoke cloud.
IMPERVIOUS. This is now almost Super Senses plus Invulnerability. It still doesn’t defend against Poison, though. It’s clear to me, especially from the Cosmic Justice figures, that IMP is supposed to be better than INV.

DAMAGE SUPER POWERS
RANGED COMBAT EXPERT. Instead of having this as an add-on to the attack, I’ve made it its own action/attack, like EE. So that makes it impossible to work with other attacks like Incap, but avoids the weird SuperStrength and Willpower interaction problems (in other words, you can passively use these powers together). You still can’t use it with RS, Perplex, or have this figure also use Outwit against its target, so it’s not a big change, just an easier to handle version.
CLOSE COMBAT EXPERT. See RCE, same basic changes. You can’t Charge with it, and if you’re holding an object you still need to use the object first.

TEAM ABILITIES
BATMAN ALLY: See the changes with Stealth
BATMAN ENEMY: You can’t share a Perplexed value.
DEFENDERS: See Batman Enemy.
FANTASTIC FOUR: I’ve made it clear you have to be a F4 member before the attack roll is made to benefit.
INJUSTICE LEAGUE: The same concept, only reworded. Hopefully it makes sense now.
JUSTICE SOCIETY: See Batman Enemy.
MASTERS OF EVIL: See Injustice League
SINISTER SYNDICATE: See Batman Enemy.

QUICK REFERENCE CHART
I added a three-page synopsis of the powers and abilities, which some enterprising soul out there could convert to a single-sheet pdf. I’m picturing a two-sided card, maybe 4x6, with the powers on one side, the team abilities and basic sequence of play on the other. I can’t do it all, sorry.

The rest of the document includes the scenarios, the tournament rules, and the map and figure errata.

Wow. You really have outdone yourself...

Uhh, do you mean that in a good way, or a bad way? 'Cause, really, it could go either way.

Thanks/My apologies, as appropriate.

Wow! I'm glad you included my knockback suggestion. Does the figure taking knockback take 1 click for each part of blocking terrain they go through, or is it still only 1 click total? I wasn't intending to change the amount of damage added even when you hit more than one wall.

I question why you eliminated the perplexed value sharing for Batman Enemy/Sinister Syndicate. It seems to me that was part of the usefulness, at least for Batman Enemy, in the first place. They gave lots of Batman Enemy figures perplex intentionally, so getting those attack values up are how they are able to compete.

One problem with "no ranged combat in b2b for anyone" is that it really hurts fliers with EE, too. They can't use EE on a group surrounding them because EE is a ranged attack. How about just restricting RCE to non b2b contact? That's really the only problem power when in b2b.

Thank you for including my "no Ranged Combat after being Carried" rule (I'm sure others suggested it as well). In all of our playtest tournaments it worked really well. I looked over the other changes too and it looks like it's coming along very well. Thank you for all your hard work.

One total, no matter how many squares you destroy. I'll make that clear.

There are two sides to this issue - the Perplex and the team ability. Allowing Perplex to stack is powerful. Allowing attack and defense values to transfer is also powerful. Allowing both together is an exponential increase. Sure, BatsEnemies have wimpy attacks now, but what happens when they create a new figure with a wicked attack? You have to consider how these changes will impact the future of the game, not just the mix of today's figures.

The only ranged attack I would consider allowing while b2b is Pulse Wave, and only because it's such a fundamentally different attack. I don't see why fliers need/deserve the advantage of being able to do ranged attacks while based. I doubt you'll find many people who think fliers are undercosted. When you're engaged in hand-to-hand combat, you lack total freedom of movement. You can't draw your weapon or get a good aim. Doesn't matter if you're a flier or not. I didn't change this rule to end RCE abuse, but to end ranged combat abuse.

Thanks for the comments. I hope I've explained my reasoning a little better on the issues you questioned.

It seems to be the best/most reasonable compromise. I liken it to the RS/RCE combo; to make a good shot you need a stable platform. Getting flown halfway across creation has to do something to your aim. Some of the other suggestions I read crippled taxiing completely without any appreciable benefit to the game. There's nothing really wrong with taxiing as it is, but there is a melee/ranged problem which this change addresses.

I must say that I like alot of what you say here. My opinion on Smoke Cloud though is that it should have a line of sight requirement like you suggest, but it should also be able to be placed in any square within range, even in square where figures are at. This makes the power a bit more useful, more comic book like (it will hinder the movement of opposing figures that are engulfed in this cloud), and a bit different from Barrier. I would probably keep the Barrier power how Wizkids defines it currently to not have a line of sight requirement just because it is cool to use indoors. Again, this slighly seperates the Smoke Cloud and Barrier powers, while keeping a comic book feel.

One more thing, as far as you define the carried and range attacks combination I got to wonder a couple of things. I agree that this would make melee more important, which is a good thing. However, carry/shoot is such a big part of the game which also speeds it up. How about a -1 penalty to attack if you where just carried (or maybe reduce the range to half, kind of a far fetched idea, but who knows). Just a thought.

A lot of nice changes. I'd try them with my friends, but they're preparing for their first tournament, and I don't want to confuse them.

One thing about the Aquatic change... you may see an even better change in the near future (i.e. adding 2 to defense instead of 1). That change was recently made in Mage Knight, and I wouldn't be surprised to see that change come to Hero Clix soon.

Here's a question: can you TK an object and place it under another figure? I'm drawing a blank. You can't place objects in hindering/blocking terrain, but I don't see anything against figure squares. For consistency's sake, the two rules should match. If you can TK an object into an occupied square, then you should be able to place a Smoke Cloud there. Anybody know the current ruling?

As for Barrier, again for consistency's sake it should be as similar as possible to Smoke Cloud. That allows beginners to pick up the game faster, and saves on rules interpretation.

Interesting... could that be planned for the IndyClix rule book? I'd like to see what they do.

Going back to my mantra of clear, concise, and consistent, I wanted to keep this change in line with the current rules. Since hindering only adds 1 to defense, and water is considered hindering for ground figures, I treated it the same. Going to 2 wouldn't bother me, but it does essentially make it an aquatic ES/D.

(In case anyone's wondering, I've never played MageKnight or even read the rules, so any changes that seem inspired by that game is purely coincidental.)

Spirit. I certainly meant that in a good way. Your rules are more concise than the originals and still maintain the intent of the designers. I am going to print your rules and see if our group of friends can play-test 'em.

I wonder if the game would be better or worse if Perplex was not allowed to stack? It would certainly stop the abuse of damage and attack values getting way too high. It would end the "hooker bomb" teams, too.

Over-all I love the changes. I think this will make a much more consise, consistant game.

The only rule-change that I even slightly disagree with is the "no ranged attack after taxi" rule. I like the limitation, but rather than arbitrarily axe the ranged attacks, why not just limit the taxi use with RCE and CCE? The problem with ranged vs close combat imbalance is that so many figures have RCE. If they cannot use it after being taxied then that severly limits their ability to do ranged damage. It also fits the other limitations better than what you proposed.

This also would limit figures like Bane from doing so much damage after being taxied, but I guess I see that as good as well. RCE and CCE require the total attention of the user, which means they cannot be taxied.

Thanks a bunch Spirit...

Do you have a text or word doc that has all your wordings?