The most obvious is that I don't use clix bases. I translate them into stat cards. There are a number of advantages to doing it this way, which I'll demonstrate as I go. Here's a sample of the cards for the Warriors Three:
Action tokens and special tokens are placed on the cards rather than on the map. Carried characters and objects are placed on the cards. Damage is tracked by simply ticking off the Hit Points column to the left with a dry erase pen. A separate set of cards details the standard powers (in place of the PAC), each character with white powers has a card for those, and there are cards detailing traits and team abilities.
I found I no longer needed to tie team affiliation directly to team ability. I simply gave each TA a name, and listed that ability below whatever team affiliation I saw fit to assign. For example, all of the New Warriors cards read "Team: New Warriors", and below it, "Team Ability: Wildcard". The X-Teams (Gold, Blue, Factor, Force etc.) have their own different team affiliations, but almost all of them have the Sacrifice team ability.
Since the Marvel and DC Us are so vast and my resources so limited, I decided to restrict myself to one specific period in time for each universe, with only one version of each character. For Marvel, it's the early 90s starting with the X-Men relaunch; for DC, the late 90s / early 2000s up until the Crises. I thought the existing starter names fit them perfectly: Marvel Infinity Challenge and DC Hypertime. At some later point, I'll post a list of all characters for each, and which version of each character I chose.
With these limits in place, it was relatively easy to assign an 'alignment' - Hero or Villain - to each character. This affects force building, since your force must be all Heroes or all Villains. Sandman is a good example; despite being a villain most of his career, he reformed briefly and joined Silver Sable's merc group, so he's listed as a Hero. Some characters have abilities analagous to the Warband Building abilities found in D&D Minis; for example, Majestrix Lilandra is a Hero with an ability called Empress which lets you include Villains from the Imperial Guard and Shi'ar Imperium teams on her force. Balder has an ability that brings Karnilla from the Villains' side to the Heroes. Scenarios can also change around these rules as necessary.
The biggest mechanics change is the turn structure. Rather than having a given number of actions, each player has a given number of turns - one for each 100 points. Once both players have used all their turns, the round ends and all action tokens are removed. Thus every character can be given an action each round, and there's no such thing as pushing. To enable things like activation clicks and 'sweet spots' to work, every character can double-time when given a move action (Give this character a move action. Move it up to twice its Speed value. Once the move action is resolved, deal it one unavoidable damage).
I kept soaring. It's a simple and fun mechanic. However, all changes in elevation cost 2 movement; this goes for range as well. A grounded Bullseye shooting a soaring Storm simply deducts 2 from his Range value, rather than halving it. Same with shooting to or from the edge of a building.
Another big change is the Defense roll. You'll notice on the Warriors Three cards that their DVs are lower than normal. That's because when an attack occurs, both the attacker and the defender roll 2 dice. Only an attacker can crit or fumble (crit miss). The attack roll result has to beat the defense roll result for the attack to land. I made this change mostly so that the defending player can feel like he's actually doing something rather than waiting to see if he got hit or not.
I made a few other minor changes here and there, and I'm trying out some new things, like group activations for minion types. Characters with Imp/Inv go through a thin wall instead of stopping in front of it when knocked back, that type of thing.
I'll post my character lists shortly.
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