I learned to drive fast in a 2005 E320 CDI, and I must say it is a fantastic car. It is very forgiving in every situation I have encountered. It is suprisingly neutral handling for such a big heavy car, and has larger amounts of grip. My friend and I have raced it against a Subaru WRX with engine, suspension, and braking modifications, and it did a great job of keeping pace. It can be flung into corners with utter disregard and ESP turned off, and it will do a mild 4 wheel drift that can be easily controlled throughout the entire corner. It has a great engine as well. On the highway, it will get 40+ mpg, allowing you to get 800 miles out of a tank of gas. When being pushed to its limits on tight, twisty roads, it will still get 17 mpg, which is great considering the WRX gets 7 in the same condidtions. The long suspension travel helps it absorb large undulations and sharp mid-corner elevation changes with ease. The brakes tend to overheat, but with plenty of warning and in a very progressive manner. The only problem with the car is the tendency of the stability control to cut power at the limit, even if it is turned off. This problem can be eliminated if you put the car in "dyno mode," which turns off ESP, ASR, and ABS completely, and allows the driver to use the full potential of the chassis without electronic enterference.