We're not exactly sending lambs off to the slaughter, but putting various competitors of the BMW 3-series into the ring with that brilliant German car can occasionally feel like cruelty. A perennial 10Best Cars winner, the 3-series -- and especially the current generation -- is so good at doing so many things that these contests turn out to be battles for second place.

Nonetheless, every car, without regard for past praise and accolades, goes into a comparison test with a tabula rasa. We approach each car as if to say, "What have you done for me lately?" and each is driven with an open mind. The first day of a comparison test is much like the first day of school: Optimism abounds, everyone is granted a virtual A plus on that first day, and everyone, for a while anyway, is perfect. And then, long before the day is out, the harshness of reality sets in. So much for ephemeral perfection.

To try to even the odds with the illustrious 3-series, we assembled three $38,000 sports sedans with manual transmissions, sport packages, and a real chance at toppling the German. Those qualifications kept cars such as the Lincoln MKZ (no manual) and the Lexus IS250 (too slow) from competing.

So what kind of 3-series does $38,000 buy? Well, $39,675 buys a base 300-hp twin-turbo 335i, so we decided to take it down a notch, opting for a well-equipped 328i manual with Sport and Premium packages (leather, power seats) and xenon headlights for $38,825. Running contrary to our usual methods, we brought the lightly updated Infiniti G35 to the party despite a recent loss to the 328i ["Winds of Change?" April 2007]. We figured readers would be interested in how a G35 stacks up against some of the newer competition, the Mercedes-Benz C300 and the Cadillac CTS.

Although manual-transmission Mercedes sedans have left us cold in the past, a recent drive of the redesigned C350 led us to extend an invite to a 228-hp C300 Sport with a manual gearbox. The more powerful 268-hp C350 would have made the price ceiling, as its base price starts at $37,275, but the C350 isn't available with a manual.

Cadillac, meanwhile, does offer a manual transmission in both models of the new CTS. We skipped the 258-hp version and instead locked onto the more powerful 304-hp direct-injection V-6. At our request, Cadillac optioned a CTS perfectly for this comparison. Our tester wore a manual transmission that knocks $1300 off the sticker and came with a $2980 Summer Performance tire package that includes sticky 18-inch Michelin PS2s, larger brakes, a limited-slip differential, fog lights, and the firmest suspension tuning (FE3) this side of a V-series Cadillac. At $36,970, the manual CTS undercuts the less powerful and smaller BMW by nearly $2000. Will the competition bring enough game to bring down the champ? We set out to Southern California to find out.

Fourth Place: 2008 Mercedes-Benz C300 Sport

What we noticed first inside the C300 while running through the canyons near Ojai, California, is that the road felt as if it were coated with Crisco. Or as one staffer noted snarkily, "I've never hydroplaned on a dry road before, until now." While the other sedans gripped, pounced, and powered through the corners, the Benz, wearing all-season tires that are a part of the Sport model, slid and protested its way through the Highway 33 jaunt. Mercedes does offer an 18-inch wheel upgrade for $1000 that adds dedicated performance tires, but our $37,410 example didn't have the option and likely suffered for it as the rest of the sedans in the test benefited from having more serious performance rubber.

At a sedate pace the Benz will do a good sports-sedan impersonation, but pushed to its limits, what comes across is a car with a contradictory mix of luxury and sportiness. There's a lack of cohesion that is apparent in the first turn taken by the large, thin-rimmed steering wheel. Quick-off-center, light-effort steering hurls the C300 into corners far quicker than expected, but it only takes a few corners to adjust to that rapid turn-in. Unfortunately, the rest of the car isn't in step with the steering. The aforementioned tires, a comparatively softly sprung chassis, an intrusive and nanny-like stability-control system that can't be fully deactivated, a floppy shifter, a kickdown switch on a manual car, and a vinyl seat with lateral support reminiscent of an El Camino bench are reminders that Mercedes reserves the serious driving stuff for its much more upscale AMG customers. In this test the C300 consistently posted the worst performance numbers and in general resisted our come-ons to go faster.

Step the C300 away from the performance precipice, and the Benz seemingly finds itself and connects with the driver. A comfortable ride, a nearly silent engine, a solid structure, and the low-set multifunction turn-signal stalk will have Benz owners and luxury seekers feeling right at home. Making S-class customers feel right at home should they get a C300 as a loaner is the excellent COMAND system that combines controls for navigation, audio, and a multitude of other settings into a single knob. Unlike BMW's iDrive, the Mercedes system is intuitive and doesn't leave an unsightly growth in the middle of the dash.

Aside from the electronics, the rest of the interior fails to impress. Much of it is made up of shiny, hard plastic that is low-rent enough to suggest that maybe it was Chrysler that divorced Mercedes. In back, a rear seat with very little space was rated the least comfortable and serves as a reminder that the C300, and the 328i, for that matter, is barely larger than a Honda Civic sedan -- a Civic, in fact, has more interior space than the Benz. So Mercedes has built a refined, small sedan. It's sporty on an intramural level; too bad the rest of the class plays on varsity.

Third Place: 2008 Cadillac CTS DI

If you've just eyeballed the 10Best Cars list, you're now asking: "How can the 10Best-winning CTS lose to the G35, a car that isn't even on the list?" Fair question. As Ricky Ricardo would say to the mischievous redhead, "You've got some 'splainin' to do." So 'splain we shall.

For our 10Best evaluation, Cadillac gave us the choice of a manual or automatic CTS with the more powerful direct-injection engine; we couldn't have both. But if we opted for the automatic for 10Best testing, we would be able to get a manual-transmission CTS for this comparison test. We got a CTS with an automatic transmission for 10Best, and it wowed us with its refined manners. The six-speed slushbox performed crisp and quick up- and downshifts, the engine proved to be the strong, silent type, and the chassis felt unflappable and, well, Germanic.

What we found during this comparison test was that coupled with the six-speed manual, the CTS didn't feel quite as finished or satisfying as the automatic-equipped car. Not even the $1300 "rebate" a customer gets by purchasing a CTS with a manual transmission would be enough to make up for its bad habits. From a stiff clutch pedal with inconsistent engagement to a clunky and high-effort shifter that resists smooth, quick gearchanges, the CTS's powertrain seems crude without the automatic. Push in the clutch after running first gear toward the 7000-rpm redline, and the engine lets out an unflattering moan. Strange whooshing and droning sounds accompany any changes in throttle position. As one tester glibly put it, "The CTS has more strange sounds than a haunted house."

It also didn't help that the BMW preceded the Cadillac in our car-swapping rotation. After a turn in the 328i, the CTS feels positively huge, more like a competitor of the 5-series than the 3-series. Heavy steering, a high cowl, and a curb weight that is more than 500 pounds greater than the BMW's all conspire to give the CTS a big-car feel. Even with 304 horsepower and a superior power-to-weight ratio, the CTS clipped through the 0-to-60 sprint in the same time as the 328i (6.1 seconds), a few ticks slower than the 5.8-second figure we recorded in a preproduction CTS.

Once we adjusted to the size difference and the heft of the steering and shifter, the CTS proved to be up to the task of chasing down the Infiniti and BMW. Our FE3-equipped CTS wore the aforementioned exotic Michelin PS2 rubber as part of its Summer Performance package and the firm yet compliant chassis settings that helped the CTS win a 10Best award. Mild midcorner bumps are sopped up without complaint, and turn-in is predictable. The steering is wanting for more feel, but no one complained about its accuracy. During really big impacts, the suspension makes a distant sound, but the shockwave doesn't radiate through the imperturbable structure. At the track the Michelin rubber helped the CTS stop from 70 mph in the shortest distance (155 feet) and charge through the lane change with a best-in-test 64.2-mph speed. Brake feel didn't impress, as the first few bits of travel are without any bite.

A high-speed cruise down the interstate gave us some time to appreciate the CTS's great on-center steering and well-executed cabin. Even when trimmed in vinyl, the CTS's cabin looks terrific -- this synthetic stuff looks better than GM leather of the recent past. High-quality plastics, bespoke switchgear, and a dashboard covered in carefully stitched vinyl look as if they were lifted from a much more expensive sedan. Exterior styling and the aggressive proportions of the Cadillac wowed usually jaded L.A. car snobs. At night the various elements in the headlights and taillights of the CTS give it a futuristic look. Bright neon taillights and LED brake lights are an especially fetching piece of design.

The CTS is a big, relatively heavy car, but its size does pay dividends. Thanks to the 191.6-inch overall length and 113.4-inch wheelbase, the Cadillac boasts the largest trunk of the group and the most spacious and comfortable rear seat. If Cadillac were to fix the rudeness in this particular powertrain combination and slice off a few hundred pounds from its curb weight, the CTS might finally overthrow the 3-series.

Next Page: Infiniti G35 and BMW 328i

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