Wanted to downsize from my SUV to a sedan, and test drove a CTS, G37, Accord, TL and RL. Really liked the CTS and RL, but wasn't quite ready to spend that kind of money. On a whim, I stuck my head in a Subaru dealership, and was blown away. The 3.6 Subie drove better than everything but the CTS, was fairly quiet inside (didn't have the defroster on then), and had a rockin' stereo. They found a red one with black interior, and the deal was done.
Engine and handling; stereo (though the equilizer display could be easier)
Memory seats, xenon headlights, nav system you can use while moving, voice activation instructions.