We were doing around 30, he pulls up next to me, this was a red cl500 with red tint windows, and red interior. He downshifted or did something, cause i heard his engine rev higher, i then downshifted, gunned it, he couldnt keep up.

 

Yea, the automatic down shit of the CL500.
Those can't keep up with the s2k (heavy as hell).

You know what year it was? the new models have stock hydraulics on them called the ABC system.

 

try a cl600 next time. Those car are blink blink car.