I'm not a very picky guy when it comes to road noise / engine noise / exhaust noise. I drive a 911 turbo as a wkndr and love all these noises because the car is like a bulletproof tank. Wife likes her Cayenne S for the same reason. When I got the GS, wife actually called me a wuss (kiddingly of course)...it made all the sense...good mileage, all the gadgets, AWD, current styling, and of course, that Toyota reliability. For all these reasons, i would have kept the car but for the incessant "cheap" feel i got from the car. Sure i started with economy cars when i was young (actually, i drove an IROC Z28 for a while in college...what a guido) and moved to european cars and you may say that i got spoiled but the solid feel of european cars made me feel like this is what cars were supposed to be. After all these years, i'd figured Lexus of all cars would have caught on. The "cheapness" was initially overcome with all the reasons i aforementioned. But over time, it took over the practicality issues. For me it made me feel like..........if i closed my eyes while driving, it felt like i was driving a 15 year old corolla that my grandmother used to drive. On the other hand, when you're in a 15 year old bimmer/mb and close your eyes, the car feels solid even after all those years. sure repair costs are more expensive in european cars than say a lexus but if that (money) was the main reason, in the future i'd choose to buy down model (say a 3 series, instead of the 5).