You can hit the rev limiter at six grand in a heartbeat. Since peak power is 5500, you want to shift before 6000. But it's hard to watch the tach that much. It may be better to stay in the automatic mode until you get in third gear. In Touch Shift, you find yourself short-shifting a lot to stay with the engine.

Fast as the CLK55 AMG is, it's a car that will get you out of trouble with the throttle, more easily than it will get you in it. With that much power underfoot (power that's protected from driver indiscretion by electronic intervention), the capability to avoid accidents is high. It's sensationally functional.

The rumble of the big V8 is audible, and satisfying. Maybe 332 cubic inches isn't old-school big, but the engine sounds bigger than that, and the torque makes it feel much bigger.

When you hammer this baby, it gets hammered good. But it likes to have the throttle rolled, not hammered. The engine delivers huge hunks of power without complaint, but the transmission wants you to take your time. Rolling on the throttle provides that time, and the result will be fewer sudden downshifts and a smoother drive. Because the electronic programming of the transmission is networked with the ESP (electronic stability program) for directional stability, even cornering forces affect whether the transmission will shift -- even when it's in Touch Shift mode. The torque converter has its limits, which also come into play when the transmission decides whether to shift.

If what you want is to outbrake a BMW M5, don't count on it. The BMW has bigger brakes (Tale of the tape: BMW: front 13.6 in, rear, 12.9. Benz: 13.2 front, 11.8 rear). And while the BMW weighs more (Tale of the scale: BMW, 4024 lbs; Benz, 3444), the CLK55 AMG just couldn't stop like the M5 when braking hard from 90 mph to 30 mph to set up for a corner. Compared with the M5, the brakes on the AMG Mercedes seem soft. Generally, the brakes on the CLK55 AMG could be firmer and still be civilized.

Ride quality is smooth and comfortable at all times; did you expect less from a Mercedes?

A BMW M5 should be able to take corners more quickly than a CLK55 AMG. But this isn't a race, it's about driving. The suspension compromises made by the CLK are gentlemanly, and in keeping with its drop-dead gorgeous looks. It likes to be flicked into a turn, meaning it's fun to flick it, but a hard flick doesn't always end exactly at the end of the flick. On an uneven surface in a sweeping corner, the CLK may twitch just enough to keep you honest and under control and out of jail. It never suggests that it might like to take control from you, it teases and excites you. The twitch that comes under real hard braking on uneven surfaces is less secure. But we're talking real hard braking.

At the other extreme of the springs, the CLK can be so light on its feet that they feel like they leave the ground. We thought "Wheee!" when we saw the traction control light flutter as we crested a hump on a two-lane at high speed, especially when we knew the touchdown would be secure.

And then we came upon the patches of ice in the road. We had been looking for them, in order to test ESP, the electronic stability program that corrects a slide by individually braking the wheels. It works. Sudden icy spots can be handled by ESP. Just don't turn the ASR traction control off, because the ESP goes with it.

(For more detailed driving impressions of the CLK320 and CLK430 models, check out newcartestdrive.com reviews from 2000 and 1998.)