You are talking about two entirely different autos. The S class is large car, spacious interior, well appointed machine that effortlessly carries you to a cruise speed of 120 mph no problem. It's no sports car it is a high speed luxury touring sedan. I loved mine it was like operating the Titanic with a Maserati engine. But it was no drag racer it was a big high speed cruising sedan and you develop a mindset for that big majestic cruiser. My W140 met an untimely demise saving my son in a black ice incident and I then sought out what I had kinda dreamed about, a CLS 55 AMG. That car is a supercharged rocket but it is totally different than the S class and so the mindset changes. The car is 4 inches shorter and approximately the same shortness in height and two inches in the back seat. Example the back seat in the S class was roomy enough for my late wife to comfortably sleep (chemo is murder) after a hospital visit while I did office work sitting next to her in the back seat, my older son driving the 59 miles between the university hospital and our summer home. No such room in the CLS. No bench seat just room for 2 sitting upright in the backseat and the legroom was about 1/2 of what the stretch room was in the S class. The front seat is roomy but the steering and other controls appear to be closer to the driver than in the S class. It sits much lower, try getting into the front seat. S class you enter as you normally enter a high roof car. With the CLS you sit down and spin into the seat for both entry and exit. Once inside its like being at the controls of an aircraft (and I know as I had a high speed retractable). The CLS 55 is incredibly fast but it's a sports coupe not a big sedan so the fit while not claustrophobic is snug not open like the S class. Don't misunderstand me, now that I'm used to the change in fit and mindset I love the CLS and it is quite a head turner especially when you smoke that dangerously fast sounding Corvette but if my S class were still living I wouldn't have the CLS. Just my thoughts on some of the subtle distinctions between the vehicles. Good luck.