Static photography by Mike Lee // Rolling photography by Greggory May

I’ve said it before and I’ll say it again: the E38 is a modern masterpiece. It’s the 7-Series I grew up seeing executive elites drive, it made the perfect getaway car in The Transporter, and it was even good enough for 007. While my opinion is the product of my generation, the E38 is the product of BMW in their prime. The era in which they perfected restrained styling in a modern package. A time when they blended grown-up looks with unassuming whoop-ass performance. I’m talking about the 1990s and there hasn’t been a 7-Series successor (or predecessor) that stands out like the E38 in my mind.

The S-Class competitor was most sought after in long-wheelbase configuration, and any of those wearing the 750 badge denoted big V12 power under that smooth bonnet, subtly bragging to fellow motorists that you had the cash and the class to treat yourself properly. But BMW never built a hardcore M-badged 7—the closest we ever got was the one-year-only 2001 740i M Sport, and while undeniably a great package, it certainly wasn’t an M7. Which is a shame, because if any 7-Series chassis ever deserved this performance treatment, it was the E38.

Thankfully, there’s a man in Richmond, Virginia named Brandon Miller who took it upon himself, with the help of friends, to build the M7 Munich never did. Clean, comfortable, and quick, this is an under-the-radar saloon that’d make any business or hitman jealous. Here’s how it came to be.

Andrew Golseth: Brandon, before we jump behind the wheel of your super-saloon, tell me how you wound up wanting to spend so much time around cars.

Brandon Miller: I actually grew up around my dad building Datsun 510s, 240Zs and even a few 911s and 912s, but I was always a Nissan/Datsun kind of guy. In 2003, I took on my first major build, which was a 1995 Nissan 240SX that I turned into a Silvia using a JDM front clip from Japan.

The BMW bug didn’t bite until I was in high school and saw an E34. I just loved the styling, but I never drove one until I bought a ‘92 BMW 525, which I picked up in 2005 or so, and I became a BMW convert from there. Over about a seven-year period, I built the car and ended up swapping in a turbo M52 engine along with countless other mods. I only sold it after meeting a now good friend of mine named Clay Sanderson, who had an LS-swapped E36. From there, I bought an E39 5-Series Touring, which I ended up putting an LSX 427 in along with a T56 six-speed. After building that and enjoying it for a bit, I sold it to build this 7-Series, which is the best car I’ve ever owned and kind of a culmination of all my favorite cars I’ve had until this point.

AG: That’s a statement—what makes it such a great platform?

BM: I like the E38 styling the best. I like big cars and the proportions of the E38 just really do it for me. It’s comfortable, it’s big, and it’s quiet—it’s just the ideal BMW. In fact, I think it’s the best car BMW has ever built. It looks a bit like an E34 5-series, but I loved the interior on the E39, and the E38 kind of gives you the best of all those worlds. It just lacked the proper S62 V8 and a third pedal!

AG: Where did the idea of building it come from?

BM: I made a lot of good friends over the years through cars and forums, and two of them, Trevor and Paul, had built their own versions of an M7. Both of those guys helped me with my own. I had a big get-together at my house years ago—probably had 30 people there—and both of these guys showed up in their custom E38s. They both let me drive their cars too. At the time I was driving an ‘03 M5 and the LS-swapped E39 Touring, but after driving their E38s, I knew it was the car I had to have, and that it could combine what I was currently enjoying into a single package.

That’s when I began searching for a nice E38. I actually ended up buying an Estoril Blue 740i with around 140,000 miles clocked first. It was a really nice car but I realized it wasn’t the best car to start with because of the higher mileage. So, I sold that and finally found my white one, which was through a crazy unfolding of events.

AG: Go on…

BM: Well, everyone on the forums knew I was looking for a low-mileage E38. It turns out this guy was posting about his car in other people’s build threads. He kept saying, “I’ve got this great 38,000-mile 2001 740i M Sport, why don’t you come buy it?” Everybody was responding, “Stop posting in my build thread. Leave me alone!” [Laughs]

But somebody forwarded me a link to this guy’s post. It turned out the phone number he provided was one digit off. Once I figured out his real number, through process of elimination, I did some investigative work. I Google’d the guy and found a Toyota purchase order, which matched up with the one he had mentioned in the same post about the E38. Through Google Maps I was able to find this guy’s house, which was the same house in the background of the BMW photos he was sending me. At first, I really thought it was a scam but it turned out to be legit.

I’ve purchased 30-plus cars, and this was absolutely the craziest car-buying situation I’ve been involved in, but I really wanted something with less than 50k miles and I’m a sucker for white, so I kept chasing this car until I was able to buy it. I said no tan interior, under any circumstances, and of course this one had tan interior, but the car was so nice I had to look past that. The car was just so clean; it was unbelievable. The crazy thing is, I think the reason it sat parked for so long was because the sunroof drain floats had been blocked off, so if it rained it’d leak into the interior. It looks like the guy never drove it because he didn’t want to spend the money to get it fixed. He probably bought it new and didn’t want to pay for maintenance anymore. That’s the problem with buying these cars new. Depreciation is serious. These cars only KBB in the $1,000 to $4,000 range for the most part.

Anyway, he went to trade it in on his Toyota and I bet the dealer offered him like $3,000 for the BMW, which probably ticked him off enough to start posting on the forums. I just so happened to be the first guy who approached him about the car seriously. I was so worried someone was going to buy it out from under me; I was a wreck throughout the buying process and refused to make the car public (to the great amusement of the members on Bimmerforums). Thankfully, I was able to secure it in October 2016, and honestly I got a complete steal. After some negotiation, a month later I flew down to Florida, looked the car over, bought it, and had it shipped to a buddy who started the build.

AG: What was the first step in the transformation?

BM: I shipped the car directly from Florida to my buddy Paul’s place in North Carolina. He retrofitted a 2016 BMW iDrive system, which is completely integrated into the car. All the onboard diagnostics work, the open door and seatbelt chimes all work, you could even install a backup camera if you wanted to wire it up. It’s fully integrated and it’s a really cool feature to have. He also stripped the interior and built me a custom M5 gauge cluster.

From there, he delivered the interior to my friend Brian to do all the dye work. Brian Marks is the owner of Fibrenew, a leather restoration company in Raleigh, NC. Like I said, I really didn’t want tan interior, but I love the BMW caramel leather. He took apart the entire interior. He dismantled the door panels into like 20 pieces and dyed each piece individually so it’d look factory. When the car came back from the mechanical swap, Paul refitted the newly dyed interior along with black carpet, a black upper dash, black suede headliner, and an M sport steering wheel.

AG: After the iDrive and custom interior installation, then what?

BM: Paul drove the car down to South Carolina where Trevor did most of the mechanical and electrical work. He also added the supercharger and upgraded the brakes, and customized a 750 subframe to fit (the 750 subframe allows for a rear sway bar where the 740 unit does not). Then he narrowed the rear diff mounts to accept an M5 differential, which I had rebuilt with an upgraded four-puck clutch kit.

AG: Engine/transmission, what are we looking at here for those not familiar?

BM: The engine is an S62 4.9-liter V8 from a 2001 M5. It was rebuilt top to bottom by S62 Shop LLC, and everything was replaced with new OEM internals for a fresh factory-spec rebuild with the exception of the intake valve guides and the valves themselves if I recall. It was balanced and blue printed and everything checked out perfect.

ESS worked with me and gave me a nice deal on the supercharger. They thought the build concept was cool so they helped me out a bit. I had an E63 AMG, so I sort of wanted to combine an M5 and an AMG E63 into one build, all packaged in the styling of the E38. I wanted comfort, style, and performance, and I really think I hit the nail on the head with this car. I call it my “Goldilocks car” because it really does everything just right.

AG: What’s it like to drive?

BM: It’s an incredible car to drive. It is sooo smooth and so powerful, but I kept the stock exhaust setup so it’s nearly silent. You don’t see any exhaust tips either, so nobody has a clue what it’s packing. It made 438 horsepower and 376 foot-pounds of torque to the wheels, so it’s clearly quick, and it’s a blast to drive a sedan like this with the six-speed manual and all that power to play with.

It’s really the nicest, best driving car I’ve ever had. It’s not as fast as the LS-swapped E39 wagon or E63 AMG, but with this you get that BMW feel and timeless looks. It’s hard to describe just how amazing the experience is from the front seat. It’s just so capable, and on the highway it’s a total monster.

AG: Hence the need for upgraded brakes that I see.

BM: Yeah, I actually got the front Brembo kit from Jeremy Whittle, who built a pretty famous 740iL he sold a while back. I’ve known Jeremy for a long time through BMW forums and he was nice enough to sell me the brake kit when he was selling his E38. The rears are 750 brakes, which mean slightly thicker rotors and calipers over 740 units.

AG: Obviously, the car has been lowered a bit too. Coilovers?

BM: Actually, no. I’ve had coilovers on previous cars but this time I just wanted it to be comfortable, so instead of a full coilover package I went with H&R springs and Bilstein shocks, which is a great combo. It’s a good ride height for the looks and the presence, but rides well too, not too harsh. I used to slam cars, but that just throws off the geometry so much that it doesn’t make it as enjoyable to drive. I really wanted this car to be a good driver. My E39 wagon was fantastic, it was the best handling car I’ve ever had, but it was not that fun to drive to work. It was just too rough.

AG: What else did you change on this one aesthetically?

BM: The body is pretty much stock, so it’s mostly detail items that I’ve altered. I added a set of black kidney grilles to accent the factory Shadowline trim and I went with some smoked front corner lamps while I removed the tint from the windows. But other than that, the exterior is totally stock besides the wheels. To me, there’s nothing you can really do to improve the looks of an E38.

AG: I agree. What wheels are those, now that you mention them.

BM: They’re BC Forged HB04s. They were kind enough to go in on a partial sponsorship, so they gave me a nice package deal on the wheels. These are the first set I’ve ever had spec’d to my exact requests, and I absolutely love them on the car. The fronts are 19×10 with a +12 offset, and the rears are 19×10.5 with a +13 offset. No spacers or anything like that, they just fit right.

Basically, this whole car was aimed at creating what BMW should have done for the American market. I was trying to keep it factory but add enough extra where it needed it, especially in power to make up for the excess weight over an M5. It’s OEM-plus, you know? Like something that could have been a limited edition from the factory kind of vibe.

AG: How often do you drive this thing?

BM: I try to drive it as often as I can. I just won’t drive it in the rain or if it’s below 50 degrees, so it sits on the lift over the winter. The paint is all original and I replaced a few pieces of Florida sun-damaged trim, but there isn’t a chip or dent on this thing. I had almost the entire car wrapped in clear protective film to try to preserve it. I try not to even wash it. [Laughs]

AG: After an E63 AMG, an LS-swapped 5-Series wagon, and all those Nissans, where does this car sit?

BM: This car is number one, no question. This is the first car I’ve taken to full completion. Usually, there’s always something I planned on doing to a car before I end up selling it, but this car is genuinely done. It’s the first car I’ve finished and haven’t wanted to sell within the first year. Usually, I build’em, flip’em, and move onto the next project, but I just cannot picture anything that could replace this.

I had just come off building the wagon, then this build started, and my son was born just recently as well, which is why I farmed out a lot of the work this time; so I could spend more time with the family and less time in the garage. I’m satisfied with it. It does everything really well and I’m just not sure if many other cars could do what this one does.

AG: I take it this one is staying for the long haul then?

BM: To be honest with you, I don’t think this one is ever going anywhere. I just can’t see parting ways with it. I’d like an E63 wagon, but I’ve “been-there, done-that” and I missed the third pedal. I’m in a profession where I often have to go see clients and there are a lot of guys driving $100,000-plus cars, but I think clients appreciate that I’m driving an older 7-Series. It’s not too flashy, but it’s a really nice car and a timeless design. Plus, mine is a lot faster than anyone would assume!