Who knew an "SAV" could be so much fun. The highway mpg with the 3.0 is fantastic--I've gotten 26 or better, which is most of my driving. Around town drops it quite a bit, but still averaging 17-19 which is real world good. Incredibly comfortable and feels totally safe. My "green" girlfriend would rather take the BMW than her PC VW :)
Interior comfort, AWD stability, BMW handling. Powerful brakes. Great on cross country trips.
Have to continually tighten up the brake light bulbs for some reason. Cupholders stink. Hard to keep wheels clean from brake-dust, but that means the brakes are really doing their job.