Just a bit of background info. I have owned many 2+2 sport coupes including a G35 coupe and 335I coupe which I think both have many similarities. My M roadster although different in that its not a 2+2 itís a benchmark with the old M3 motor and itís a great performance vehicle. I got to take the S5 out by myself with my fiancť without anyone from the dealership, which allowed me to test out the car. Letís start with the interiorÖ I loved it! I thought the carbon fiber was a great touch and the slight angle the nav screen is at really makes the driver feel like youíre in a cockpit. From the passenger seat I would rather be in a 335I because I feel like I can control some of the settings in the car. Seeing that no one is going to buy a car for how the passenger feels accommodated with the gauges and settings I loved the S5 setup. The leather felt great and everything flowed. The back seat did not look like it had that much room for passengers. Iím just a hair over 5í5, I didnít have the seat very far back and it was tight legroom back their. The way the parking brake engages is also very cool, itís with a switch almost how a window would go up and down, I liked that idea a lot. When I started the car up it was very quiet. Pulling out of the dealership I was confident this was going to be a blast, however I quickly found disappointment when I got out on the open road. The motor and engine are very quiet even redlined, which is 6k (I believe). The clutch is very long and the transitions through the gears did not feel as good as my Z4M. The low end torque was pretty decent but my biggest disappointment with this car was on the highway where I felt like my G35 could have been at its side. A 335I would walk it and my Z4M isnít even a fair comparison. The S5 hit 100mph at about the time my Z4M would be rounding 125MPG. The low redline of the V8 really took a lot of the fun out the fun I was expecting to have, even with the windows open and no music on. Which brings me to my next dislikeÖ the sunroof. When you first see the car youíre turned on by this large glass panel on the roof however look closer you will find it doesnít open! It only tilts!! So Audi decided to put this giant piece of glass in the car, weight it down by putting all the moving parts in to open it and it doesnít even slide open!! Another dislike was the radio. The car I drove was loaded with the upgraded audio and nav plus with a MSRP of 58K+ and the stereo had no mid and no bass, not something id expect out of a $60k was with an ďupgraded stereoĒ. The handling was also not up to par with my M but is much more comparable to the 335Iís handling. The car didnít want to be pushed around an onramp faster than 50MPG that I can take with my M at about 65 MPG. The features I liked the best about this car was the back up camera that appears on the large nav screen, I like that idea better than backup sensors, and I love the LEDís in the headlights. From a distance it makes the car look like an R8.. in person this looks awesome! However overall at the end of the ride this car just didnít do it for me. I started up my M, put sport mode on.. pulled out of the dealership a ear to ear grin appeared on my face, which never happened once in the S5. For 10k less you can get a loaded 335I (or even XI now) with the same performance out of the box, similar handling, a better stereo system, and more music from under the hood and exhaust. If this car is going to be competing with the new M3, im hoping for Audiís sake they come out with some spectacular lease programs. Sales rep told me the first one they sold leased out for $1150Ö. I asked him what planet did the guy come from.