You got your optional Adaptive Cruise Control which watches your tailgating, your ESP which helps control the car when you can't, your Brake Assist which slams on the binders when you don't hit them as hard as you should, your Adaptive Damping for the shocks, your traction control, your rain-sensing wipers, your 10 airbags (front, doors, and air curtains over the windows), your high-intensity xenon headlights, and your automatic Tele Aid emergency calling for that slim chance that you would need it.

The Airmatic suspension that comes on the S430 and S500 uses compressed air in bellows-like springs in each corner, to maintain constant ride height regardless of load. On the highway, the car automatically lowers itself by about an inch, which improves aerodynamics and thus fuel mileage. Airmatic features adaptive damping, which allows the driver to adjust the shock absorbers according to road conditions, load and speed. This is not the same as the more complex active suspension, which is optional on the S500 and S430 (and standard on the S600 and S55 AMG), and which virtually eliminates body roll in cornering, squat under acceleration, and dive during braking.

The Airmatic suspension with Adaptive Damping has three settings for shock stiffness. One tester thought the firm setting was quite livable and appropriate for all situations, while another preferred the soft and middle settings around town. We were surprised that the Airmatic suspension wasn't perfect. It rocked over shallow holes in the road at 10 mph, and at the speed limit we could feel it lift from side to side over rough or grooved surfaces. We could feel a jiggling in the steering wheel, over bumps on an otherwise smooth road.

As expected, the ride itself is quiet, real quiet. Underway the S-Class cars are very quiet and the engines feel very smooth. At idle, however, we found both the S430 and S500 engines rougher and noisier than expected.

The S430, the most popular of the S-Class, has plenty of power. We never felt like we were missing something by not having the S500 engine. Nail it at 65 mph and it accelerates smoothly around the offending vehicle. It easily cruises at high speeds on cross-country trips and it's responsive around town. The S430 accelerates quickly out of corners. It does not offer the rocket-like response of the S500, but only certified lead-foots will notice and these people know who they are.

And we are among them. Drop the hammer on the S500 and the V8 makes neat sounds. The car is most fun when it's using its torque and growling. That's when this big, elegant luxury car can feel like a hot rod. The specs say the S500's engine produces its full 339 foot-pounds of torque between 2700 and 4250 rpm. It didn't feel like the V8 hit its sweet spot until nearly 4000 rpm, though, and when you floor it at 3000 rpm, it kicks down a gear, as if to get more power when it should theoretically already be in the right gear for maximum torque. The car is super-smooth and quiet again as the revs increase into the 5000-rpm range, so it's easy to hit the 6000-rpm rev limiter in second or third gears when you're in the manual-shift mode.

On a wet freeway, with the cruise control set at 72 mph, the traction control got a workout. Whenever the tires hydroplaned in puddles that formed in the freeway grooves, you could feel the wheels spinning and biting, spinning and biting. It was interesting to blast through them like this, with no feet on the pedals. A few times the cruise control deactivated because the brakes were automatically dabbed.

That traction control made us a little nervous once, as we pulled onto a two-lane from the side of the road. A truck suddenly came barreling over the hill at us, and we spun a little gravel to get out of there. Except, our traction was still being controlled, even after our rear wheels were on pavement; for whatever reason, the car didn't believe we should be accelerating just yet, so it wasn't letting us, using its powers of throttle intervention. The car was wrong. The lag was unwanted and unneeded. It made us think: Traction control doesn't always get you away faster; it just gets you away without spinning your wheels. And sometimes faster is safer.

We battled with the brain in the anti-lock brakes system, too. We made a panic stop at 60 to test the ABS, and when we lifted off the pedal the brakes stayed applied for another beat. Yep, we got Brake Assist. It would have been nice if we had asked for it. There's a brake release switch that takes a split second to activate, as a Mercedes engineer later explained to us. Chances are you may never experience this. Around town the brakes are smooth and powerful, easy to modulate for smooth, silky stops.