With all seats in their upright position, there's still 14 cubic feet of storage between the third-row seatbacks and the closed rear hatch door. A power folding feature for the third row is standard equipment on the GL with controls near the rear hatch and next to the right-side second-row passenger's seat. Power down those third-row seats, and cargo capacity expands to 43.8 cubic feet. Fold down the 60/40-split second row seats and the GL provides as much as 83.3 cubic feet for cargo. There's also room under the cargo floor for a full-size spare tire.

Standard equipment includes eight-way power front seats, 14 air conditioning outlet vents, eight cup holders, air vents, and reading lamps.

The interior layout is familiar to Mercedes drivers, with either faux or real leather trim for the seats (Mercedes notes that not all luxury car buyers want real leather seating surfaces), wood trim and metal rings around gauges, air vents, and cup holders.

The second-row seats provide ample legroom. When occupied by only two people, the back of the center section can be folded down as an armrest and storage tray.

We climbed into the third row and found room for two adults to ride back there, each in a separate seat. The room is enhanced by foot wells for your feet so you don't sit with your knees at chest level, and even the third-row seats are thickly padded to provide comfort. Fears of claustrophobia back there evaporate quickly thanks to the standard sunroof that extends over the third row.

The GL can be equipped with a 440-watt, 11-speaker harmon/kardon Logic 7 sound system, with Sirius Satellite Radio and with a DVD video entertainment system with screens mounted in the rear of both front-seat headrests and with a 6CD changer.