All three of our players offer more off-road competence than most asphalt-avoiders will ever use. But among this mil-spec group, the big Benz is least armed for battle. Crucially, unlike the Rover and the Lexus, the GL450 lacks a low-range transfer case. "More demanding than the other two through our rock- crawling drill," says executive editor Ed Loh. "With no transfer case and gearing designed for strip malls rather than the abandoned strip mines we visited, this one took considerably more effort to pilot through the crags." While the big V-8 is plenty strong-335 horsepower and 339 pound-feet-the lack of low-range torque multiplication limits extreme maneuvering, such as thrashing your way out of heavy muck or tackling steep canyon obstructions.

Dial back to scud-running at eight-tenths or less, though, and the GL shines. It's huge inside, claiming second-best cargo capacity with the back two rows folded down (83 cubic feet) and the most cubed feet behind the third row (14). Tow capacity is a beefy 7500 pounds. The seven-speed automatic is now accessible via excellent wheel-mounted shift paddles. The V-8 makes stirring sounds and, in concert with the seven cogs,serves up group-best acceleration (0 to 60 mph in 6.4 seconds). Finally, the GL makes marvelous use of its Airmatic springs. A flick of a switch raises ground clearance to 10.9 inches, the suspension offers Sport and Comfort ride modes, and there's auto load-leveling. "Sportiest, most carlike chassis; feels the most planted," says senior editor Ron Kiino.

So why the third-place rating? Two big hurts: the "mild"-rated off-road hardware and a crushing Monroney. Base sticker for the GL450 is $61,825, which outprices the Lexus by nearly nine grand. Outfitted with such extras as Keyless-Go, COMAND voice activation, navigation, and a rear camera, our tester checked in at $68,485-topping the field by nearly $11K.

Writes Kiino: "A useful, functional, capable, still-handsome seven-pass lux SUV that's too pricey. Just three years ago it was our SUOTY-how things change."