My wife was tired of her Camry and wanted to sit high in traffic. Looked at the RX350, the E35 and even the new GLK, but nothing matched the driving dynamics of the X3. I don't even like SUVs, but I really enjoyed driving this one. Brakes are even stronger than in my Mercedes, and perhaps the best highway ride of any car we've owned. Only complaint is the stereo controls are small and look alike, which is a common problem in BMW interiors. We got a very basic X3. Vinyl seats, base stereo, no nav and no option packages. Ours has the automatic, heated front seats and privacy glass; no other options. What is amazing is that even without any of the packages the car looks and feels great.
Handling, acceleration, braking and ride. Interior is extremely well designed.