The most striking change is in the COMAND system in the center of the dash that operates the radio, telephone, entertainment system, navigation system, and vehicle systems. Where the old system was sort of blue on gray, mounted low in the center stack of the console, the new system uses a large, deeply hooded and high-mounted 16:9 ratio full-color display screen, with a console-mounted knob that twists and pushes to change categories and change settings. Everything is done with the twist-and-push controller that operates like the BMW iDrive or Audi MMI systems, only better. It's far easier to use and understand, even without resorting to reading the manual, far more intuitive than the BMW and Audi systems or its predecessor. Select the vehicle systems and the display changes to a silhouette drawing of the car where you can customize 10 different settings to your preferences as easily as using a point-and-shoot camera.

Any item inside that was once black plastic with a white ideogram has been changed to a ridged matte silver button with a white-on-black ideogram above or below it that lights up when the lights go on to be visible in night driving. The driver's door panel is packed with controls for windows and mirrors, including a folding function, and in this case they fumbled. The switches that select the left or right mirror to be adjusted or folded are so tiny that the average driver will probably hit both at once until he or she is used to the change (they each light up with a red jewel to show you which side you're adjusting). The steering wheel has been redesigned to make the audio and other functions easier, with a pair of round controls in the spokes that can do up/down and left/right function selection and change, such as radio station, CD or MP3 track, volume, and muting.

Interior environment is controlled by a new switch panel at the center of the dash, with four vents and a new air conditioning system that is both vertically layered and capable of focused, medium, or diffuse air distribution throughout the car, with two zones in front and two in the ear, each with its own controls. Oh, and that thing that looks like a folded-up wood-grained, chrome-edged cellular telephone, on the console just behind the COMAND interface, is exactly that: a telephone dialer.

Another brand new wrinkle is a strip of ambient lighting in the cockpit that starts on the left door, goes all the way across the lower part of the dash, under the wood trim panel, and all the way back on the right door, creating a continuous ribbon of light that can be adjusted through five brightness levels by using the Vehicle portion of the COMAND system. A beautiful touch in a beautifully organized, visually exciting interior.

The new transmission shifter operates like the one in the new M-Class and R-Class SUVs: A tiny stalk on the right side of the column features up, down and in positions for Reverse, Neutral, Drive and Park modes, and all models come with three-mode shifting including Manual, Sport and Comfort shifting using the steering wheel paddles on the reverse side of the spokes, left for downshifts, right for upshifts. While we liked the new metallic interior panels very much, we didn't like the chrome tip on the shifter handle, because it's bright chrome, and it glares like crazy on a sunny day, directly where the driver is looking. We'd prefer the matte metal finish.

The CD/DVD system loads behind a panel under the HVAC system, and contains a slot for loading a PCM/CIA memory card that will play up to 1500 songs through the 600-watt, 14-speaker sound system. The system is compatible with Apple iPod. And finally, after years and years of providing a small digital clock or analog that only the driver could see and use, they've moved the clock to the epicenter of the instrument panel so that it can be seen by everyone in the car, and changed it to a classic analog design that looks like a fine wristwatch, with bright trim and bright hands.