I'm on 3.4 right now and am using the Impatience, Remove Accessibility, Desktop Scroller, and Alternative Status Menu Extensions. Those extensions fix pretty much all my usability issues.
No matter what DE I'm on, there's always several program's I absolutely need (file browser, web browser, terminal, and mail client) and I always need a quick-launcher for them. Gnome 3's side bar does a good job of staying out of the way. If I need it, all I have to do is flick the mouse to the top-left or tap Super_R.
I always have three workspaces. The first for the terminal (work) and the browser, the second for email, IRC, and my SIP phone, and the third for music.
Online accounts is a nice convenience for setting up mail and chat.
That's my typical DE. Does it differ all that much from yours? Is there something else that's holding you back from Gnome Shell?
If it's the fact that you absolutely need compositing to run GS when it's not available that's keeping you from using it, I totally understand that. However, theres XFCE, LXDE, and E17 that gives you a non-composited DE with the same kind of user interface that Gnome Fallback has. Plus, in terms of resource usage, they do a better job than Gnome 2. I don't see why that's a reason to bash Gnome Shell for sticking with the status quo when there's already several out there that do just that (and arguably better).