Needed a sooner than expected replacement after my 2003 RX 300 got totaled. After looking at 2012 X5, 2011 Q7 and 2011 MDX I ended up purchasing the MDX and I am not disappointed. In terms of performance I did not feel it a lot different than the X5. Torque felt low but there is enough power when you need and the brakes feel good. Been getting 17 mpg in mixed driving with 60-70% city using premium. Kids like the third row though the access is difficult like all third row SUVs. Seats are comfortable and provide support. You will get used to the power tailgate and backup camera in no time. Got the roof rails (should have been standard) so it looks like an SUV and I like the look.