There was something about the outgoing Mercedes-Benz SL-Class that was just a little too cute. The peanut headlights and the softly curving tail gave it a feminine quality that its long-living blocky predecessor lacked. Although the design was elegant, it didn't say "drive me fast." Some even dubbed the SL a "trophy wife car" (but not us).

When it came time to refresh the SL for 2009, Mercedes set out to make the car more aggressive and striking. Although the result appears a little jarring in pictures, in person, the new face's swept-back headlights and wide-mouth grille successfully convey a more sporting intent. Judging by the impressed looks on the faces of jaded bystanders along the boulevards of West Hollywood, Mercedes should be able to declare its mission accomplished.

There's more to the 2009 Mercedes-Benz SL than a face-lift. There are new AMG models: the SL63, which shares its 6.2-liter V8 with several other recent AMG models and the ultra-powerful SL65 AMG Black Series. Unique to the SL63 is a new multi-clutch seven-speed automated manual transmission. Dubbed Speedshift MCT, this innovative gearbox incorporates a wet-clutch system in which a series of six clutches allows for the pre-selection of different gears. The result is lightning-quick shifts without any of the herky-jerky motions of single-clutch automated manuals like BMW's SMG. The SL65 AMG Black Series adds twin turbochargers and subtracts weight for supercar-like performance, but this top-dog Benz triples the cost of a base SL.

Steering, brakes and handling have also been greatly improved across the SL lineup. The new Direct-Steer system continually varies the steering ratio depending on the front wheel angle, speed and load forces on the suspension components. Also, the revised Active Body Control features computer-controlled shock absorbers that constantly control body movement depending on the car's speed, steering angle and other factors. The overall result is a better SL (particularly in AMG form) that provides excellent feedback and flat cornering at any speed.

The 2009 Mercedes-Benz SL-Class lineup represents a big improvement over past SLs. The car's ability to be both a smooth-riding boulevard cruiser and back-road-storming sports car is truly impressive. Plus, no other convertible in this premium price range offers the versatility of the quick-stowing hardtop (which can feature a glass sunroof). But the AMG versions -- particularly the SL65 and absurd SL65 Black Series -- can be tough to justify, since other cars like the Audi R8, Aston Martin V8 Vantage and Porsche 911 Turbo offer more performance and prestige for the same price -- or less.

The 2009 Mercedes-Benz SL-Class is a two-seat roadster with a retractable hardtop available in five models: SL550, SL600, SL63 AMG, SL65 AMG and SL65 AMG Black Series.

Standard features on the SL550 include 18-inch wheels; an active suspension system; active bi-xenon headlamps; a wind deflector; heated wipers and washer nozzles; rain-sensing wipers; auto-locking interior storage bins; dual-zone automatic climate control (with sensors that detect sun position, roof and window position, humidity/dew point and the number of vehicle occupants); power tilt/telescoping steering wheel; 12-way heated power front seats with memory; leather upholstery; Bluetooth; Mercedes-Benz's COMAND electronics interface; a navigation system; and a Harmon Kardon Logic7 surround-sound stereo with six-CD/DVD changer, iPod integration, SD memory card reader and an in-car hard drive for digital music storage. The SL63 AMG adds a 6.2-liter V8, Speedshift MCT transmission, 19-inch wheels, AMG exterior and interior trim, and multicontour sport seats with multiple lumbar and bolster adjustments.

The SL600 adds a twin-turbocharged V12 engine, different 18-inch wheels, rear park assist, a panoramic sunroof, a power trunk closer, keyless ignition/entry, cooled multicontour seats and Airscarf head restraints that blow warm air on occupants' necks for comfortable top-down cruising in cool weather. All these features, except for the engine and wheels, are available on the SL550 and SL63 AMG as part of the Premium 1 package, while the SL600's wood steering wheel and shifter are also optional on the SL550.

The SL65 AMG is equipped similarly to the SL600 but adds an even more powerful biturbo V12, unique 19-inch wheels, diamond-pattern leather upholstery and exterior and interior trim consistent with the SL63. Many of the AMG upgrades -- minus the engines -- are available on the SL550 and SL600 through a pair of packages. Active cruise control is optional on all Mercedes SL-Class models. For those looking to feed their inner Darth Vader, the sinister new SL65 AMG Black Series utilizes featherlight carbon-fiber body parts, a wider stance and numerous mechanical and aerodynamic upgrades for mind-blowing performance. The $300,000 price tag gets you the satisfaction of having the most powerful roadgoing Benz ever, but the roof is not retractable.

The rear-wheel-drive 2009 Mercedes-Benz SL550 is powered by a 5.5-liter V8 that produces 382 horsepower and 391 pound-feet of torque attached to a seven-speed automatic transmission. Mercedes estimates a 0-60-mph time of 5.3 seconds. The SL600 has a 5.5-liter twin-turbo V12 good for 510 hp and 612 lb-ft of torque. It has a five-speed automatic and an estimated 4.4-second 0-60 time.

The SL63 AMG features a 6.2-liter V8 good for 518 hp and 465 lb-ft of torque. The transmission is Mercedes' new seven-speed automated-clutch manual gearbox, dubbed Speedshift MCT. We recorded a 0-60 time of 4.6 seconds for the SL63. The SL65 AMG features a twin-turbocharged 6.0-liter V12 that cranks out 604 hp and 738 lb-ft of torque. A five-speed automatic sends this earth-rumbling power to the rear tires, which really can't distribute that thrust to the pavement effectively. The SL65's 0-60 time is an estimated 4.2 seconds. If that ludicrous amount of power still leaves you wanting, the new, lighter and wider SL65 AMG Black Series cranks out a whopping 670 hp that should make it capable of reaching 60 mph in a scant 3.6 seconds.

The Mercedes-Benz SL-Class comes standard with stability and traction control, antilock brakes with brake assist, side head/thorax airbags, driver knee airbag and a pop-up roll bar that deploys automatically in the event of a rollover. It can also be raised by the driver at the touch of a button. TeleAid emergency telematics are also standard, including automatic collision notification.

How you experience driving a 2009 Mercedes-Benz SL-Class depends entirely on which model you choose. The SL550 and SL600 are the boulevard cruisers of the bunch, although the 600's biturbo V12 makes it a tremendously powerful road burner. Compared to the AMG versions, the exhaust notes are less raucous and the rides are a tad softer (although all SLs have adjustable suspensions). But revised steering and Active Body Control systems produce a much better performance car that's more in tune with the driver's intentions than prior standard SLs. This also applies to the AMG versions, particularly the new SL63 AMG. Although it is a powerful, snarling beast of a machine, it is also a capable handler with a wider range of abilities than simply going fast in a straight line.

On the other hand, the range-topping SL65 AMG and its Black Series doppelganger's rear tires simply can't transfer the car's eye-flattening amount of torque to the pavement without lighting up like those on a Top Fuel dragster. The speed and acceleration advantage between the 63 and the 65s are very negligible, despite the not-so-negligible differences in power and price.

In the realm of two-seat roadsters, it doesn't get more spacious or more luxurious than the Mercedes-Benz SL-Class. With the hardtop raised, even our tallest editor, at 6-foot-3, had enough headroom, while legroom was also pretty good. The 12-way power seats offer a huge range of adjustment, while the available multicontour seats can be molded to anyone's body shape. Depending on trim level and selected options, those seats can also cosset their occupants with heated cushions, cooling ventilation and the Airscarf's warm air against their necks. It's hard to think of a cabin better suited to top-down motoring.

Although the exterior received a significant overall refresh for 2009, the subdued and classy interior carries over mostly unchanged. A new sport steering wheel is a welcome addition, as is the revised COMAND electronics interface. While the SL's system uses the same graphics and software as the new COMAND system in the C-Class, the SL unfortunately lacks that model's mouselike knob. Instead, it uses a less intuitive circular toggle button with four directional points. And while it's not great, it's not too bad either.