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Driving along the Côte d'Azur beachfront is normally a pleasant diversion, but this early-spring afternoon, the bikinis have been replaced with sweaters and mittens. A freak snowstorm may have paralyzed the fabled French Riviera, but we still manage a visual diversion. The second-generation ML500 may not compete with bathing beauties, but its curvaceous new lines are certainly a welcome change from its squarish predecessor.

When Mercedes-Benz launched its first M-Class SUV, back in 1997, it rewrote all the rules of the luxury automotive market. Buyers got a go-anywhere, all-wheel-drive power train, and an audiophile sound system, the 10-way power seats and the Mercedes tri-star badge to boot. But it came in a clunky package.

Nevertheless, the popular M-Class quickly inspired a competitive blitz. Today, nearly two dozen sport-utility vehicles are luxury rides. Most are little more than glorified sedans, built for drivers who never risk anything rougher than a gravel road.

So the second-generation ML500 is a distinctly different beast from the one we first tried out eight years ago. Visually, it's much more sleek and sensual than the original's boxy design and spartan interior. With its unibody platform, it rides like a car compared with the truck-like original. It's 350 pounds lighter, so when you bolt in the upgraded power train, with Mercedes' efficient, 7-speed automatic gearbox, mileage improves significantly.

The big ute's silky smooth, 302-horsepower, 24-valve, 5.0-liter V-8 delivers autobahn acceleration and the sort of on-demand torque that will smoke any smirking kid at a stoplight.

While the new M-Class might not make it across California's rubble-strewn Rubicon Trail, it still boasts decent off-road manners. The blast of winter let us test the limits on treacherous mountain trails. The ML500 was able to traverse deep ruts, thick mud and swollen creek beds. An off-road package, with three locking differentials and a dual transfer case, debuts in mid-2006.

But seriously, most of the time you'll be cruising blacktop, so it's easy to appreciate all the new creature comforts—including the CD audio system with satellite radio. You can opt for a rear-seat DVD system and even an Apple iPod docking station.

The biggest surprise? Mercedes' decision to drop the third-row seat. If it's a must, consider the new R-Class Sport Tourer.

Visit www.mercedes.com.

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