The CL-Class is an impressive car for one very good reason: It has everything that helps the S-Class dominate the full-size luxury-sedan market. Stretched taut over a coupe form, the sedan's handsome lines look bolder, sportier and younger. The CL is 5.6 inches shorter from bumper to bumper than the S-Class, its roofline is 2.2 inches lower and its wheelbase is 8.3 inches shorter. Inside, this translates to slightly more legroom, an inch less headroom and 2 inches more hip room in the front seats. It's the backseat that takes a hit in the two-door, losing 10 inches of legroom and 2 inches of headroom ... and a whole seat, come to think of it. The CL seats four, total.

The S-Class is quite roomy to start with, so even with the decreases, the CL's backseat is serviceable for adults, providing they aren't too tall and the front occupants don't set their seats back all the way. The greater challenge is getting in and out. A chrome handle on the outboard side of the front backrests tilts them forward and sets the power seat in forward motion to ease entry, but there's no avoiding the low roofline, which seems poised to ring your chimes no matter what you do. To compare, the BMW 650i and Jaguar XK, which are also four-seaters, don't measure up in backseat headroom and legroom.

The CL's trunk capacity gets nipped and tucked, too, measuring 13.5 cubic feet versus 16.3 in the S-Class and 15.9 in the CLS, though it beats the 650i's 13 cubic feet and the XK's 10.6 cubic feet. The greater problem is that the CL's backseat doesn't fold to extend the trunk space forward. This is common among large cars, and especially luxury models, whose owners supposedly don't demand the feature. Still, when you need a little more space, it would be good to have, especially because the backseat itself is difficult to use for bags, parcels, etc.