History of multiple Toyota, Lexus and BMW vehicles. The additional kiddo meant we need to trade in the RX300. Overall, not a bad car, but considering the price on the Limited, there is clear room for improvement for a vehicle that would have been a great transition from a Lexus.
Bluetooth, Room, AWD, Exterior and Interior design (design and choice of materials are very different issues, see above)
Cheap interior plastic is awful. (A less expensive Lexus has a nicer interior feel.) The faux wood needs to clearly be shelved, especially the application on the steering wheel. The front seats are UNCOMFORTABLE after an hour drive. The reclining seats in the second row are a gimmick.