Well being a TL owner I'm going to add my 2 cts worth. The ES 300 and TL share a FWD entry luxury platform. That is where the similarities end. The ES 300 is in the Buick spectrum of the automotive market while the TL is in the BMW camp. The ES is significantly more expensive since a loaded TL will top out under 35K, which includes navigation, DVD audio (which blows the Mark Levinson away not withstanding its made by Panasonic, shows you how important names are!), HIDS, leather, XM radio, blue tooth phone ready, voice recognition, dual zone climate control, the list goes on and on as far as "luxury" is concerned. Try to equip an ES with all those goodies and see if you pay less than 40k list. From the mechanical point the Tl has a smaller engine 3.2 vs 3.3 that produces 40 more horsepower, standard vehicle stability assist, a six speed manual tranny with limited slip differential, Brembo brakes and a slightly firmer though very much nimbler suspension. The ES is a great car if you're over 50 and appreciate a little softer leather over handling, power, sophistication and value. Lest I forget, yes, the TL is a dolled up Accord and the ES is a dolled up Camry! At least when you climb in the TL no accord interior parts are directly tranferred from one to the other. In the ES some of the trim pices scream I'm a Camry! :chairshot: