I just couldn't go in my garage everyday and look at the MDX - it is a decent car, nicer in every way than the Pilot, but just ugly no matter how you look at it. For me it is all about the driving dynamics - the X5 is just so fun to drive and the difference is night and day in my book. If you really can't tell the difference in how they drive or think the X5 is a rough ride, then it probably isn't worth the extra money - on paper it is over priced, but after driving the X5 it is worth the extra money in my book.