The base TL gets a 280-hp 3.5 V6, while the SH-AWD version gets a 305-hp V6 (3.7 liters, I think).
I'm not trying to get out of my 335. I'm just looking ahead to June 2010 when my lease is up. Since I will likely do another Euro delivery with either BMW or Audi, I have about a year to narrow down my choice.
I will test drive a 2.0T quattro manual when it becomes available, but frankly I'm not that impressed with the EPA rating of the 2.0T vs. the 3.2. If the difference is only 3 mpg, I'd rather go with the smoother and more refined V6.
Current car: '07 BMW 335i 6MT, Sport, Premium, USB/iPod, rear sunshades, Crimson red on Lemon/black
Previous car: '06 A4 2.0T 6MT, S-Line, Premium, Technology, Quartz gray/Ebony