After it's all said and done - it was down to the Mazda CX5 and the Hyundai Santa Fe Sport / Grand Touring.
The Hyundai was a little bigger than I wanted but overall I liked it, liked the engine, interior features. The problem: price. I can't just pick leather seats and moon roof without adding thousands and thousands of dollars of premium package stuff that i did not want. Brought up the MSRP another $3500. Nuts.
The Mazda CX5 has nearly everything I want, and I don't have to pay for a bunch of crap features I don't. This is the car I'll be getting tomorrow, after a final test drive.
Only question remaining: lease of finance?
and: silver or red?