 My previous car was an E350 MB.  While I loved the handling and styling of the car, I chose the R-class for the room and seating capacity. However I was also surprised with the way the car handles and I really love the styling. I pretty much leave the rear seats down but I like knowing that they are available if needed. I love how long the cargo space is with the 2nd row laid down for extra room If I need to haul longer items. Right now with the great lease and retail programs they have on the R- class, it makes it a great value.