I wanted AWD, and a manual transmission was a priority. I am also extremely picky about AWD bias and engine layout. I was actually not thinking I was going to get another Subaru, but it ended up being the best choice for me. I was really thinking about an STi when I found a solid deal on a Spec B. I looked at:
BMW 330xi or 530xi - Manual transmissions, rear biased AWD and I6 engines made these at the top of my list. As cool as the twin-turbo straight 6 in 335's are I got scared off by the HPFP failure stories so I was only looking at naturally aspirated, AWD manual models (extremely hard to find). As soon as I heard newer BMW's don't come with dip sticks I quit looking.
Volvo S60R - Front biased AWD and transverse engine configuration were not ideal.
Mini Clubman S All4 - Front biased AWD and less than stellar reliability ratings... and its kinda goofy.
Infiniti M35x - Auotmatic only and priced like a german car. But it had Rear-biased AWD.
Acura TL SH-AWD - Ugly, and super expensive. The SH-AWD is cool, but I feel like its just using gimmicks to make up for an unbalanced car.
Dodge Charger AWD - At the time I could only get it with an auto and a V6. Plus its super heavy.
I know I should have looked at Audi's, but I know too many people that have/had one and would not buy another one.