From a performance perspective the Rx has too much body roll. Enough to really piss me off. I don't always drive fast but when I do I expect a "basic" level of performance and no less. the RX and ML have every other performance (on road) stat. nearly identical. Off-road...well we both know this one. I would really hate to spend this kind of money on an SUV that may get stuck on a trip to the mountains, and then be past up by an ML. If you ever see a dirt road after a rain or snow in the mountains you will greatly appreciate the four wheel traction control. You may tell yourself you only stay in the city but, it's kind of like buying a Ferrari, an NSX or Corvette (more common here), you may not drive really fast every day but given the opportunity you know you can and probably will. The ML is no different. I have a two month old son so I'm not doing anything anytime soon, but later on I know I will. The Rx is significantly (to me) smaller. When I was looking around I almost bought the 4Runner but it's too small inside, and to my surprise so was the Landcruiser. Like any other purchase, you want to get the most for your money. For me it's versatility/safety (absolutely not for the three pointed star). The ML does everything very well. For some others they don't care about 4 wheel drive (with no low range or 4wheel traction control I'm not holding my breath with the system on the Rx). But again, if you never see dirt or tow something then I don't see why anyone needs an SUV. Safety? come on, there are many other very safe choices. If we talk about safety for a moment could the RX be safer on a modified camry chassis than the ML? No way! Personally I'd like to steal the RX's auto. climate control, and maybe the leather from their seats but that is probably it. The day someone creates an SUV with this level of performance with adding more power, better brakes, even better handling, increased wheel travel, adjustable side bolsters (for the front seats) and the option to switch between ETS/ and locking diffs. THEN, I'd be the first in line.