First off, the piece I'm reviewing is archived here, and for a while I'll be keeping a copy of it here, so that others can download the file for themselves... As Geocities is never the most reliable source for anything, and I think only a few people could download if I didn't back it up, despite it's small size.

Secondly, this is NOT an official Palladium product. Kevin Siembieda has not yet decided to cash in on the d20 momentum, and thus, can't be held responsible in any but the most roundabout ways for this PDF.

Thirdly, this book requires a lot of things to be useful. It requires both the D&D3E Core Books (since, despite the OGL, the d20 combat rules are not repeated), as well as the Rifts Core Book (as well as some Worldbooks).

The Classes, or "Reasons to play a Spellcasting Juicer"

Where to begin?

To begin with, a lot of the classes are redundant... Even more so than in Rifts. With the way the skill system works, the only real advantages some of the classes possess over the others (most painfully noticable in the Doctor, Engineer, Scholar, and Scientists) are minor, at best. Some are basically revisions of the Rogue Class, minus the combat abilities, but with a few more nifty abilities relevant to their professions. It's also very clear that the class abilities possessed by many of the classes were simply copied and pasted, and their class tables changed around a bit. Overall, sloppy work, especially since the "professional"-type classes I've mentioned could have been handled via a single classes, ala the D&D3E Expert.

Secondly, many of the Man-at-Arms classes were converted over to a single, blanket class called the Man-at-Arms, who is essentially a D&D3E Fighter with some extra Skill Points and a slightly better Reflex save. This is a shame, since the conversion makes no attempt to diversify the fighting styles, aside from saying "Okay, here's a Fighter, but he fits into the Rifts world!"

Another minor nitpick: Pretty much every class has the same Defensive Bonus progression. Inexplicably, the Psychic class has a better Defensive Bonus progression than the Man-at-Arms.

My main problem with the Rifts d20 classes is that no real attempt at class balance is made, and many of the classes run against the grain of their Palladium counterparts. City Rats gain Sneak Attack damage, Cyber-Knights are suddenly opposed to Cybernetic Augmentation, and lose their Psi-Sword abilities if they get any, Mystics are suddenly capable of being one-man armies at higher levels (and I mean "Hi mister Glitterboy, care to move before I annihilate you?" powerful), and Combat Pilots are suddenly unable to start with Power Armor of any kind (so, the Wandering Glitterboy pilot-types are a thing of the past).

Most annoying, however, is the manner in which the Juicer, Crazy, and Borg templates are applied. As they are templates, and not classes into and of themselves, they can be applied to any class... which means that you can have Mystic Juicers running around letting fly with their magic at no penalty... And this becomes a REAL problem when you consider that they begin with an obscene number of Hit Points (Palladium's SDC) and Wound Points (Palladium's Hit Points). Somewhere in the area of 30 Wound Points, and 42 Hit Points, to begin with. Capable of easily taking a Heavy Plasma Rifle shot, max damage, with no armour on, and just grin and say "Thank you sir, may I have another?"

The Crazy and Borg templates are equally obscene, though not quite as over the top as the Juicer is.

Feats, or "Wait, Spellcasters get even MORE nifty powers?"

The feats are your standard list, really. Nothing to get too excited over... unless you're a spellcaster. Mainly just stuff copy and pasted from D&D3E and D20 Modern, with a few extras tailored towards Rifts.

Specifically, you'll want to investigate the possibilities of Multispell and Sustain Spell... both of which offer obscene advantages with little to no disadvantage or cost to the caster. The use of these two feats will greatly increase your Spellcaster's abilities, and strike fear into the heart of any opponent.

Of note, Background feats are an interesting idea, even if they weren't executed well. The balance on many of the feats is off, and some of them are exceptionally powerful (take a look at Luck of Heroes and Living History feats, if you don't believe me) while others are pathetically weak.

Combat, or "Wait, so Rifts combat could be even MORE boring?"

Armor in Rifts is now entirely useless.

Wait, let me rephrase that. It's not entirely useless. I imagine it looks quite cool and might actually stop a wheelchair-bound cripple with a cane from hurting you... But it has no chance of stopping anything from actually hurting you, which means that combat has the potential to be actually deadly... but this is by no means a good thing.

Let's take some New Deadboy Armor, which is designed to be the toughest armor in North America, made so the Coalition can dominate large groups of foes and surpress them, as they need to. It stops a whole 10 damage, if the opponent DOESN'T manage to roll a 20, or fails to roll a total over 16 (presumably, with your Defensive Bonus added in there, but it doesn't say how your Defensive Bonus works, anywhere in the book... aside from mentioning it's like AC, but it doesn't indicate how it effects your AR rating). So, you'd have to be able to dodge quickly, or pretty much take full damage... Making the armor you've got on entirely useless, especially since, in many cases, your Defense rating eclipses your AR rating... Especially if you've got a half-decent Dexterity or a few levels in any class.

More importantly, the author assumes an intimate knowledge of both Rifts and D&D3e, and does skip over several points you have to infer from examples and the way the book was written. When you finally sit down with created characters to play, you'll find you have to come up with on the spot houserules to cover up the bald patches this version has.

Summary

When I first found this PDF, I was overjoyed. Rifts is one of my favourite settings, and the d20 system can be extraordinarily well done, in the hands of the right game developer. Unfortunately, this project appears to have been abandoned, which means that we won't see this develop into something great. Hopefully the next poor soul who takes a step up and tries his hand at the conversion will learn from Mr. Hoops' mistakes.