We’ve just figured it out. The reason why folks like us have to find continued employment as writers and photographers is that people like Paul Cain and his brother Joe must have absorbed all of the available mechanical aptitude from the gene pool! There’s really no other explanation for why this particular 2002 exists and why we’re left snapping away madly while wondering which particular extremity we’d be happiest to part with in order to own it. Seriously, after seeing some of BMW’s recent designs, they could do worse than to employ these two useful gents on their design staff.

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“But wait a minute!” you say. It’s only an old 2002. Perhaps it’s restored a little better than the rest, but still, a 2002 nonetheless. And that’s where you’d be wrong. Completely and absolutely one-hundred percent wrong! This particularly-beautiful, immaculately-polished mechanical conveyance has been transformed by the touch of these two brothers into a marvel of modern engineering. This isn’t idle hyperbole either. This is incontrovertible fact as we shall henceforth prove to you Doubting Thomases. You’re as unlikely to find a better 2002 as you would be to put on a dress and try to win the heart of Prince William!

First though, a little background on Paul and Joe. These two enterprising individuals build cars the way Paris Hilton changes her wardrobe; thoroughly, expensively, and creatively. Paul’s prior creations include a 3.8 liter CSi coupe and an M50 single-VANOS 2.5L E21 320i (more impressive due to the modern engine and drive train he used). When pressed for a raison d’etre for this particular 02 project, he replied, “ After the Coupe and the M50 / E21, we wanted to do something very technically-challenging. I’d originally planned to install the all-wheel drive from an E30 3-series iX model.

I wanted to do a one-off ‘modern 2002 Turbo’ with totally updated electronics and controls, and a twin-turbo setup for quicker spooling and better heat dissipation.” Paul eventually dropped the AWD design due to the unwanted weight it would add, the was caused by Joe’s insistence that a correctly engineered 2WD can be quick by being lighter. Joe’s logic won out and it started a major push to “add lightness” to the entire project. By solving the pivotal shift linkage issue Paul decided to create a “transaxle” car instead. Unfortunately, the last BMW built with a transaxle was the famous mid-engine M1. Sourcing an M1 transaxle was out of the question. Keeping the drivetrain all BMW was mandatory.

The answer to the shifter issue and the true beginning of this project was found in the way Getrag bores the shift linkage hole in the E30 M3 “265” transmission housing. Paul was looking at one he’d already purchased when he realized that the shift selector rod hole goes all the way through the casting from front to rear, and is capped with a plug on the bell-housing side. This meant he and Joe could mount the transmission at the rear, run a longer shift rod forward of the transmission, and still retain OEM crisp linkage feel. In fact, the shifter itself would remain in its stock location! That decided, Paul proceeded to purchase a very low-mileage (just 1000 miles on it!) M54 3 liter dual VANOS motor from a 2002 X5 (2002 into a 2002, get it?). He’d already sourced a very clean, Art Simmons-restored late-73 Square Taillight 2002 sedan. These are exempt from the post-1975 emissions laws, making them perfect for engine swaps. Beginning in 2001, he and Joe completely disassembled the car, and started chopping sheet metal with a Sawz-all, removing the firewall, transmission tunnel, most of the trunk, spare tire well and the floor beneath the rear seats.

The new M54 engine was set into the bay on custom wood fixture to determine the correct position. Four engine mounts were then fabricated and welded to the subframe and custom cross member. In its final location the block was 9 inches back in the firewall making room for the stock viscous fan and shroud. A custom rear sub-frame was constructed from two OEM ’02 subframes so that the entire assembly could hang from 6 factory rubber mounts. The E39 M5 differential (equipped internally with a Quaiffe torque-sensing unit) was mounted within the sub-frame, then the entire rear suspension was hoisted on a jig, and careful measurements were made above it. At a friend’s sheet metal workshop, Paul used amassed 230 cardboard templates over the 5 years to create the new metal needed to obtain the just-like-the-factory underbody appearance, yet properly hold the new mechanicals in proper alignment. The end result of his work is as amazing as it is thorough. A 37” Chromoly steel rod riding on needle bearings connects the transmission to the shifter with zero play. The fuel tank was cut in half (down to eight U.S. gallons) and moved closer to the rear axle. The spare tire well was eliminated completely. A 1985 528e/ M20 bell-housing (a one-year only part) was sourced to serve as the interface between the clutch and flywheel on the back of the engine and the intermediate shaft which leads to the transmission. A massive double bearing housing was designed and machined to support the driveshaft’s input to the transmission. Aft of the tranny, a small driveshaft was equipped with a rubber guibo before the mounting flange for the differential. Once all of the fabrication and welding was complete, Paul and Joe turned their attention to the engine bay once more.

Paul had chosen the M54 because it weighed in a mere 38 pounds more than the original M10 iron block. If they’d stopped there, it would STILL have been far more powerful than either the original 2002 or 2002 Turbo model. Twin custom-built KKK turbochargers were hung from modified OEM manifolds with a combination of 304 stainless and INCONEL exhaust flanges and bellows. The waste-gate was tied to both halves of the manifold above the valve cover, then shunted into its own mini-muffler and dumped back into the open air just past the turbos under the car. In addition to the two-into-one intercooler used behind the front air dam, an M5 oil cooler was used to shed heat the turbo bearings would be generating. The right front inner wheel arch sheet metal was cut away and reformed to allow room for exhaust tubing to exit the turbos. Eight separate pipes were required for the intercooler tubing. Paul and Joe fabricated a carbon fiber “CSL style” intake plenum then, in a whimsical twist, tagged it in German with a BMW Motorsport replica label which is one digit off from BMW’s own M3 CSL part number! A throttle body was sourced from a BMW M60 3.0 liter V8. 40 lbs/hour Bosch Motorsport injectors and electronic timing are controlled by an Autronic engine management computer. “This system reads all of the OEM Bosch sensors, controls the VANOS, provides electronic boost control and allows infinite control over timing and fuel maps. It is one of the few Non-OEM parts on the car and was the critical breakthrough in tuning and drivablility, It was very gratifying to cut the Siemans ECU module off and walk away from all the OBDII issues” Obviously, you can’t just “chip it” like any other car!

No matter where one looks, amazing details jump out. Custom etching on the passenger’s door mirror reads “Objects in the mirror will disappear quickly”. Four engine mounts were used for the engine/bell-housing combo, and the entire unit sits nine inches farther back than stock. A ZF power rack and pinion from a Porsche 993 was installed in place of the original manual box steering, and requires only 2.1 turns lock to lock. The front hubs were machined from billet aluminum to E12 specs. Coleman 13.2 inch slotted, cross-drilled, cryogenically-treated, and gold irridite-coated rotors were mated to custom-offset hats from Ireland Engineering and paired with Brembo four-piston calipers for the front brakes. The car was recently corner weighted and is within a 30 lbs tolerance at all four corners. Weight distribution with driver is 50.2% Front / 48.8 % Rear. With this step completed, the Eibach springs were swapped for final rate adjustments and the Bilstein sport shocks were returned to Bilstein (San Diego) for custom valving to match the suspension travel and corner weight(s).

The entire car was carefully prepped and sanded and then shot with Standox primer. Wurth “schutzing” was applied to the undercarriage and wheel arches. BMW Fjord Blue was applied (Standox) as a modern base coat/clear coat finish, wet-sanded and buffed to a gorgeous shine. Golden Auto Body in Costa Mesa did all the final prep and painting.

Other items on the “would love to do it myself but can’t afford it” list include Joe’s hand-made carbon fiber bonnet and boot lids. The brothers borrowed Ireland Engineering’s fiberglass molds, repaired the few flaws in them then made their own parts out of tooling-quality square-weave carbon fiber, whilst integrating the original mounting bosses and latching mechanisms included. These aren’t your typical pin-on replicas! “There’s probably a couple hundred hours in each one of those pieces.” Paul reported, straight-faced. To be honest, we’re not even certain where to start with a specifications page, as any attempt to list the full modifications required to thoroughly modernize this car will fall short. It may not even be possible to fully describe how well it drives, but we’ll give it a shot!

At this moment, on only six pounds of boost, it generates 330 horsepower worth of thrust at the wheels. Paul and Joe have planned to work out an off-idle hitch in the Autronics programming then will turn the wick up to 12 PSI! “I was impressed with how much power kids Japanese tuners were getting from these turbocharged Hondas, and I figured I could do at least as good with a BMW.” With an actual “wet” weight of 2740 pounds, each pony is pulling just 8 pounds. Acceleration is, needless to say, jaw-droppingly amazing. Despite its go-cart-like dimensions the ride was pleasant thanks to the Bilsteins; almost “plush” but not quite. Turn-in is immediate, without under steer. Using quality Michelin Pilot Sport ultra performance tires on BMW two-piece 17”x 7.5” and 8.5” wide rims helps tremendously as far as traction goes. The Brembos proved to be worthy of praise too, with instantly-controllable braking of the sort more common on race cars than street machines. With only limited time in the coupe, around the sedate streets of Irvine, California, a proper thrashing just wasn’t possible. Rest assured though, Paul will, in due course, provide all the necessary flogging. He’s not the sort to keep his cars locked in a museum, preferring instead to drive them to shows. In fact, the morning of our meeting, he was heading to the famous “Cars and Coffee” gathering in Irvine, where he’d planned to proudly display his creation among the Ferraris, Lamborghinis, and Porsches which frequent the informal show. A fine crowd for this finely-fettled little monster to terrorize!

There’s the rub; most folks these days would simply prefer to purchase their performance wholesale. They open up a checkbook and sign on the dotted line for the hottest product available from their preferred brand. The manufacturers themselves know this, so product cycles have become increasingly shorter and cars laden with spiraling amenities. Will your next car deliver ice-cold spring water from a tap on the dash? Possibly so, if a “design committee” decides it would be a popular choice. That’s where modern cars have gone so wrong, and exactly what makes this remanufactured 2002 so perfect. It has all of the substance of a high-profile exotic with none of the mousey frills associated with Y2K and beyond. Paul and Joe, if they were truly wise, would garner some investors and set up a construction facility as soon as possible. The line to purchase the first one forms behind us!

Story by Eric Eikenberry and Paul Cain