Before we jump in on the CL600, you should be aware that the less expensive ($104,145) CL55 AMG is a better performance car, even though it has a V-8 rather than the V-12 of the CL 600.

Not that the CL600 is a dog. Hardly. It chases down 60 mph in less than six seconds, has an Active Body Control (ABC) suspension setup that actively adapts to both suspension movements and body vibrations and makes corrections to car attitude within milliseconds. Driving it--remember, this is a large car, with scads of legroom for four adults--is really a pleasure, especially on winding roads. It's not meant to handle corkscrew turns, but it eats up cruising country lanes and, needless to say, is a real blast on a long, open stretch of deserted highway.

The V-12 is both silky and highly responsive but also is able to shut off half the cylinders when you're just idling in traffic or cruising on a level grade at 65 mph. There's a lowdown thrum to this thrust factory, one that growls at full throttle through the exhaust pipes but otherwise quietly stays in the background.

Of course, luxe is also the mission here, and there's not much to want for in that department. Doors automatically snap-to (as does the trunk), Nappa leather hugs the seats and Alacantra synthetic suede stretches across the ceiling. Front seats also feature internal fans to cool you down when the A/C is on, and the seats can also pulse their lumbar supports, massaging your back while you drive.

Rivals to this car include the Jaguar XKR 100 on this list, though the backseat space in the Benz is far superior, as is the trunk room. We also think the Benz cabin is spiffier, with a more purely upscale feel. The smaller Jag may be a little sharper in tight turns, however, so it's more about what you want than which car is flat-out superior.