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HOW MUCH? $138,475 including the $2,600 gas guzzler tax, which is a third more than the basic SL550 ($99,375) or about half the price of an SL65 AMG Black Series ($299,000).

WHAT MAKES IT RUN? 6.2-liter V-8; 7-speed automatic transmission with manual shift mode.

IS IT THIRSTY? The E.P.A. thinks so, rating its consumption at 12 m.p.g. in town and 19 on the highway.

THERE is good news for anyone who has $135,000 to spend on a sporty luxury car. First of all, youíre rich, so congratulations on that. Second, itís hard to find a bad car for $135,000.

Perhaps your tastes run toward an Aston Martin V8 Vantage, an Audi R8 or a Maserati GranTurismo. Or maybe youíre more of a Porsche 911 Turbo person. For $135,000, you could surely find the keys to a gently used Bentley Continental. In any case, youíd have a fast, flashy testament to your personal success (or at least, that of your ancestors).

But thereís another car in this price class that is aimed at the quietly wealthy, the kind of people who can spend a lot on a toy but donít much care if every valet at Chez Pretentious can rattle off the sticker price. The Mercedes SL63 AMG, oddly enough, is a 518-horsepower retractable-roof two-seater for people who donít need to show off.

The SL got a facelift for 2009 ó most noticeable are the sinister new headlights ó but still uses the basic platform that made its debut for the 2003 model year. Which means that the $138,000 2009 SL63 AMG looks much like a 2003 SL55 AMG that now sells in the $30,000 range. As your neighbors wouldnít discern a $100,000 difference between the two, itís logical to conclude that the SL63 is for people who actually donít want to flaunt the price of their car.

In the transition from SL55 to SL63, Mercedes steered the car onto a sportier path. The SL63 feels lithe and more energetic, mostly a result of installing a high-revving naturally aspirated motor to replace the SL55ís supercharged sledgehammer.

The SL63ís new 518-horsepower V-8 is hand-built and flings the car to 60 miles an hour in 4.4 seconds, all the while making noises like a Chevy LS7 with its exhaust pipes plunged in a vat of Krug. Even so, itís not the quickest SL: that honor goes to the 650-horsepower SL65 AMG Black Series by half a second.

The SL63ís transmission incorporates new wrinkles that further muddle the already murky distinctions among manual transmissions, sequential manuals and automatics. Basically, this 7-speed gearbox ó the AMG Speedshift MCT in Benzspeak ó is an automatic that dispenses with the usual torque converter, instead using a wet clutch to link the engine to the drivetrain. Because a clutch can disconnect the engine entirely from the transmission, the SL63 is capable of a trick once unique to manual transmissions: the high-r.p.m. clutch drop.

To execute this move, the driver must select the manual sport mode of the transmission and initiate what Mercedes calls the Race Start feature, a procedure thatís so complicated it should require two keys and an executive order from the president. If youíve done it right, the engine revs to around 4,000 r.p.m. with the clutch disengaged. Pop your left foot off the brake, hold the gas to the floor and the clutch engages for a maximum-velocity takeoff.

When itís time to upshift, the gear change is completed in only 100 milliseconds in the fastest shift mode, which equals the speed of the F1 Superfast sequential manual in the Ferrari 599 GTB. So, the motor is a titan of horsepower, the transmission does a fair impression of a Ferrari and the 19-inch split-spoke wheels look so familiar that the Porsche 911 Turbo is probably on the phone with its lawyer. The SL63 AMG is a hard-edged sports car, then?

No, not really. At 4,274 pounds, the SL63 is about 200 pounds heavier than the GLK350 4Matic crossover wagon. And its Active Body Control suspension provides a supple ride, but thereís something disconnected about the feel it imparts during hard driving ó those heated, 12-way adjustable leather seats are loath to afflict the driverís posterior with rude news from the road below.

To be sure, this is a machine that will acquit itself well at a track day, but itís clearly biased toward the reality of its everyday mission, which is to cosset the lucky lady or gent behind the wheel. Iíve seen one SL63 AMG in the wild, and it wasnít at a track, but parked at one of those Napa Valley resorts that looks rustic and unpretentious, but has 1,000-thread count toilet paper and butlers for the butlers. The SL63 looked right at home in that tableau, a six-figure flag-bearer for inconspicuous consumption.


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