(The BMW 540i sedan has had various incarnations. This review refers to the E39 version - that is, the model built between 1996 and 2003.)

The Story

I grew up in the 1970s and 1980s, in New York City (Manhattan - real New York City). The word yuppie was newly coined, and the surest way to be identified as one of these derided, scorned and thoroughly reviled neighborhood-stealers was to be seen behind the wheel of a BMW. Sure, most yuppies drove 3-series, but that wasn't a distinction that we made when we spat on the sidewalk watching a BMW owner parked nervously before where we sat on the stoop and tried not to look like they were really worried about their car as they hurried off about their mysterious nouveau arrivé tasks.

Fast forward. I'm in my thirties, and I live in a city that is, if anything, completely more self-absorbed than Manhattan. I have an okay job, no kids, and a mortgage. I own one car, a thoroughly impractical one. The problem: owning a car that fun (among others) has spoiled me, badly. I know I need a 'real' car, one which seats at least four, and probably has four doors. I make enough to buy a new Toyota sedan if I'm careful. A brief fling with the new Prius has come crashing down as I run up against the sheer incompetence, venality and general sleaze factor of Toyota's retail sales organization.

What to do?

Throw caution to the winds. I have developed a grudging respect for the roundel-wearing Teutons in my years active in British Car owner groups. I have vague memories of one glorious weekend driving a friend's father's Audi V-8, Euro spec, in the Northeast US - and how easily that car drove, drove fast.

I come close to attaining an E36 540i through a private sale, but that falls through. Although despondent, I end up actually sitting in one of these vehicles and realize that I don't, in point of fact, fit in this Autobahn-bomber. Plan B is clearly required. My boss, it turns out, drives a 1999 BMW 540i, and he throws me the keys saying "Well, see if you fit in the new one then."

It develops that he's having city-dweller-with-kid syndrome and is considering selling his car for something more "sensible" like a minivan. Despite the fact that the asking price on his year of the car is nearly ten thousand dollars more than I can possibly afford for a car, I go sit in it.

It fits me like a metal sports jacket.

This is bad. I can feel caution evaporating. Images of my future earnings pouring down a hole. Sweating in panic, I try to find flaws in the car, without success - the leather is a bit too ostentatious for me. Um. No, oh yes, whew - it's an automatic transmission. No way. Dealbreaker, thank God.

But oh, it fits nice.

I return to mooning around eBay, and not three days later, BAM.

1999. Black. 540i. 53,000 miles. Six-speed manual. Uh, how much? Less than I was going to pay for the Toyota Prius. Uhhhhh. Where? Oh. Kansas.

The damn car won't leave me.

A few hours later I call the finance company that had worked with me through the disappointment of the prior car. Sure, they say cheerfully, you're still approved. Oh, the car is newer? Great. No problem.

I can't afford this car.

Doesn't matter. A couple of months later, delays thanks to Massachusetts insurance rules that state the Commonwealth won't allow temporary insurance riders (see, the loan company won't give me the loan until I have insurance, and the insurance broker won't give me coverage until I have the title, and the dealer won't give me the title until he has his money...), I find myself standing at LAX, waiting for a flight home from a friend's birthday that now will drop me off in KC. I have license plates. I have registration. I am several thousand poorer and in debt. And I've never even touched the car. Yes, yes, I bought warranty so that it would be inspected; I'm buying it from a Lexus dealer with an excellent eBay record, yada. Let me just tell you that it's not an easy thing to go into debt that hard for nothing but a piece of paper, no matter what the promise.

Delta cheerfully agrees to drop me off in Kansas City rather than taking me all the way home. Thanks to the TSA, I miss the morning flight to Denver and end up getting into KC around 4:45pm. I hail a cab and tell him where the dealership is, knowing nothing about the city, and end up ($82 later) getting out into the dusk, wearing a down coat and carrying my backpack, in front of a huge strip of car dealerships.

Walking in, I ask for my salesman. After calling him, the receptionist looks at me and asks if I'm here to talk to someone about a car. I tell her coolly that I'm here to pick one up, and she has the grace to look slightly embarrassed.

The salesman shows up and ushers me back to the display area, then leaves to rummage in his desk. Just as I am looking out the glass doors and realizing that there is a hulking black shape that looks familiar parked right outside, he comes back and hands me a set of keys.


He grins. "Well, you can wait another month if you want, but we got everything done by mail, remember?"

"Oh yeah."

We walk out into the parking lot, and I come face to face with my new steed. It's black. It's hulking. And as I open the door and sit down, it looks at me, and nods once - German reserved but accepting. I grin madly as he helps me screw the license plates on, and then he waves as he heads back inside - the dealership is closing up. I spend twenty minutes figuring out all the electronics and then realize I should get on the road - I have 1500 miles to home! I reach out, turn the key-

Clickclickclickclickclickclick. The headlights flash, alternating, with the sound.

Okay, it has to be some form of security system. I look carefully, find nothing. Running inside, I catch the salesman leaving for the day and tell him what happened. He actually pales, and comes out to the car with me, trying for himself. As he's starting to figure out what to do with me until his service department can look at it the next day, I realize something. It's been in the lot three months while we worked out the deal, I spent twenty minutes playing with the 'tronics...at my suggestion, he goes and gets a new Lexus LS430 from the lot and we jump it.

The car starts right up.

He actually volunteers to follow me for a couple of hundred miles, until I can park the car and then restart it, but I convince him that I have AAA and his cell phone number and that while that was absolutely the awesome customer experience, he should go home.

Reluctantly, he does. I start the car and pull out, one block away, onto Interstate 70 Eastbound. The entrance ramp is fairly long, and as I look over my left shoulder, I see several semitrailers in the right lane moving at a good clip. I'm in front of them, so I poke the throttle gently and speed up to merge, keeping one eye on my speed - 45, 50, 55. Perfect. I swing into traffic, and immediately realize I'm blasting past traffic on my left. I look back at the dashboard.

Oh. That's the tachometer.

At 124 miles per hour, I slice across to the left-hand lane, my first mile in my new car under my belt as the engine rumbles comfortingly at me through the near-dead silence in the cabin. Cars flit past the right, slow, slow. I guide my steamroller front tires into the lane they want, and the car plants itself like an oak tree. I'm grinning like an idiot. I think I actually started yelling something incoherent and happy while cranking The Chemical Brothers' Where do I begin up to some ludicrous level on the stereo.

Hot damn.

I get home a day later, having averaged 27.5 miles per gallon and some ludicrous amount of speed for a U.S. highway (according to the carcomp, 89.2 MPH for time spent in motion). By the time I get home, the car has a name - Darthwagen, for his shiny black carapace and deep-throated hiss whenever he's started (which, I'll learn later, is the automatic HVAC filters).

The Car Itself

The E39 BMW 540i shares its body and basic trim with the 520i, 523i, 525tds, 528i, 530d, 535i and the almighty M5. It is a 5-series (medium sedan) and has a 4.4 liter displacement V8 engine, the M62, with VANOS. We could go on with numbers all day (and will, later) but for now, let's talk about the car.

I've been told that the 540i handles slightly worse than the lower cars in the range, as the V8 (as opposed to their inline six engines) not only makes it slightly front-heavy but takes up enough room in the front to prevent it from sharing their rack and pinion steering (it has a recirculating ball joint system instead). This may be true. I've driven a 520 and a 535, and yes, they're slightly more nimble. But that's not what it's about. The 540i develops around 285 horsepower and 310 ft/lbs of torque as stock - which means when you put your right foot down, shit happens, Morty. Although the outcome was mostly due to the other driver not doing the right things, I've taken a Porsche 911 (996?) up from rest to 138 MPH following a tollbooth (look, I wasn't racing him. I was in the middle lane and didn't try to merge left. He just tried to take my lane when his front bumper was around my back left door, and I just refused to yield, it's not my fault he took it personal). He was fifty feet back when his radar detector told him to quit, and he gave up.

Honesty compels me to admit that a) the Porsche driver blew two of his upshifts badly - I could hear it - and that b) I have Dinan performance upgrades to my car. Your mileage may vary.

This is not a muscle car. There's no sense of barely-restrained mechanical fury, here. I've driven 1970s Mustangs with V8s in them, and the feeling is totally different. In those cases, you get into the car, aim it downrange, and tell the engine to do its thing. It's like sitting in the front of a damn rocket (which, believe me, isn't a bad thing). In this case, however, the 540i doesn't blast off for the horizon - it just rumbles contentedly until you depress the go-pedal, and then it reaches down into itself, chuckles throatily in the register of a large German beer drinker who has just been handed his first stein of a Friday, and pulls. What makes it different from other, smaller-engined cars I've driven is that it doesn't stop pulling. No, it's not going to perform a tire-melting launch from rest; but now that I own my own car and buy my own tires, I'm happy about that (do you know how much a good set of performance tires costs? Look it up).

The car is incredibly stable. I have to make judicious use of the cruise control in order to not get ticketed. The 'sweet spot' on the accelerator in sixth gear corresponds to around 115 MPH. At a hundred miles per hour, there is almost no feeling of speed unless you look at the scenery. On good road surface, you'd swear you were going sixty. Maneuvers at speed, both sudden and gradual, happen with firmness. Above around 75, if you jerk the wheel, you'll realize that the car could swap ends if you're not careful, but right around that point (on dry pavement) the traction control boots in and tries to sort out your mistakes. So long as you don't persist in doing bad things, you'll be fine.

There are six gears in here, and the top one is for economy. When I had my little face-off with the Porsche, I was just thinking of going from 4th to 5th when I hit around 120. I was a little high in the rev range - but unlike big American lumps, this V8 has a redline of six thousand RPM - and going 80 MPH in sixth, the clock reads 2,250 RPM. I don't think it has the breath to make the theoretical top, but who cares? I live in reality.

Which brings us to the next point. Unlike those rocket mustangs, this is a luxury car. It has ass-warmers in the seats, a GPS nav system, seat-position memory, six degrees of freedom around my fat self, a car computer, reading lights near every seat, an electric sunshade on the back window, rear HVAC, sunroof, enough legroom for a 6'4" man to recline in the front seat, and wood trim. It doesn't get loud until you ask it to. Turning off the engine causes the steering wheel to lift up out of the way so I can get my beer gut out easily.

It gets around 18 miles per gallon in city use. Highway driving, keeping it below 90, I get right on 26 with snow tires and 28 with dancing shoes. It is rear-wheel drive (duh) but so long as you actually know how to drive a car and have actual snow tires (not those "all-weather" compromises) you should have no trouble. I've driven mine straight out of four inches of snow when it was wearing boots, no issue. On curvy roads, the slight nose-heavy balance becomes obvious - while it is quite happy slicing and dicing, you are aware you're in a four-door car. The ABS and traction control allow you to retain full control during hard, fast stops - I've tested this. They won't save you from stupidity at high speed on ice, but then, that's not their job.

In addition to seating five, it has a decent-sized trunk (not five people's luggage worth unless they have overnight bags) that can take two golf bags. No, I haven't tested it - but the only 'informative diagram' in the car is a small plaque on the inside of the trunk showing you how to get two golf bags into the boot without banging around the rear deck speakers. It has a tool kit integrated into the trunk lid.

The 1999 has mixed lighting - it sports xenon lights for low-beams, and fires up halogens for brights. This year doesn't have the 'angel-eye' running lights that BMW became known for around 2000, but that's actually good, for me - in my neighborhood, there is a tendency for xenon-light sporting cars to have their eyes stolen. No-one wants mine, as the hybrid was only used for one model year (I think) and there's no real demand.

The Design

I'm an American. I'm used to certain design dialects in my automobiles. It took me a few days to realize that this car is not built the same way as the Toyotas I'd driven. Things make sense. I couldn't find the central lock control for three days - because I was looking on the door, near the locks, which is where most cars have it. That's efficient, it's near the other lock controls. Darth has his on the center console, right where my right hand falls when I first sit in the car, next to the hazard switch. It just makes sense.

I couldn't figure out why he was making these deep-breathing noises for several weeks - every once in a while, the HVAC would give off a slight thump and a hissing rush. Then I realized that the damn car has air-quality sensors, and when going into a tunnel, or being behind a truck or bus, or (a couple times) driving into a field with high pollen count (!) the ventilation system went to automatic recirculation.

When people ask me to explain why I am suddenly an enormous fan of BMW interior design, I try to explain it this way: BMW's designers feel about their cars the way I, an American geek, feel about my computer. I want it to work, and I want it fast, and I don't want to give up functionality for power or vice-versa. (Yes, I own a Macintosh. Sue me.) This car is driver-centric.

Open the hood, and there it is - a fairly massive V8 that lurks there and waits for you to close the top so it can get back to the business of thrashing. I have a cold-air intake upgrade and an engine computer upgrade on mine (Dinan) which add around 15 HP and 25 lbs of torque - the advantage of having overengineered normally-aspirated engines, you can trade power for fuel efficiency fairly easily. Looking under the hood demonstrates again the thought that goes into this thing, which I first understood that first night, jumping it. There's no battery; the battery is inside the right rear fender, along with the car electronics bay (fuses, switching/relays, etc.) Of course, you don't want to stick powered jumper cables into your electronics bay, so under the hood, where you can get to them from the front, are two battery jumper points - metal bolts designed to be gripped by alligator clamps that live underneath snap-down plastic flaps and are clearly marked "+" and "-".

Makes sense.

One Year In

I've had Darth for a year. Have things gone wrong? Yep. I knew going in, buying a five-year-old BMW, that I was going to pay cash for problems, but he's been very good to me. I've had the coolant overflow tank (plastic) break and dump the engine coolant from the reservoir while it was parked (sudden temp change). As soon as I got in it and turned the key, I got warning lights and an overheat indicator; although I had to have it towed (I'm not risking a V8 with no coolant) the total cost to fix it was under $200. One rear window stopped working - and that was painful, they're electric with no manual override, and that was $430. Mostly because of the labor required to get the door apart and back without losing the Jesus clips and breakable interior trim pieces - the window regulator itself was around $170.

There was one more serious issue. After having the car for three months, I was becoming deeply ashamed - I was completely unable to learn to shift it smoothly. Going from first to second and second to third, unless I was accelerating hard, resulted in slight jerking around. I've never had trouble before learning how to shift a car, usually within hours - so I was put out by this. I was almost ready to acknowledge that this was something 'Germanic' about the car I just couldn't figure out - but then I got on the web. Nope, it turns out BMW gave in to their anti-American condescension and put a nannywidget in the thing. There is a part called the 'Clutch Lock Valve' installed in all non M-series BMWs sent to the U.S. market. What does it do? Well, there's the rub. It's not a lock valve at all, despite being labelled as such on the schematics and parts lists. It's a restrictor valve, so that when the clutch pedal is released, hydraulic fluid can only flow back out of the cylinder at a maximum (throttled) rate. BMW, in some European market documentation, claims that this provides for greater clutch and transmission life, as it's impossible to drop the clutch and damage the pressure plate. However, this is crap - the reason it isn't in the M series cars is because it makes it impossible to 'learn' the shift timing properly, because what you 'feel' in the car isn't what the clutch is doing. I discovered that the first mod most owners make to this car is to have the damn thing taken out, or modified and the internals of the valve removed (so as to avoid violating warranty). I was no longer in warranty, so I just had it yanked out. The moment I picked the car up, I ran through six butter-smooth shifts.

It's not entirely sweetness and light; this engine is big, and doesn't like low revs much. The real power band (thanks to VANOS) is around 3200-5500 RPM, and in cities, you'll almost never get up that high without having to talk to the nice officer in blue. Shifting at low revs, with low energy in the drivetrain, the car can lug a bit, and when you goose it to compensate, it shoots off happily. But it's a small price to pay.

I love my damn car. And as I got out of it at work one day, hitting pause on my iPod and pulling on my leather gloves, I looked at myself in the mirror and the damn yuppie I'd never recognized looked back at me in shock.

1997-2003 BMW E39 540i Specs

  • Body styles: Saloon, touring (sedan, station wagon for us Americans; saloon, estate for the Brits)
  • Engine: BMW M62 4.4 liter V8, 286 BHP @ 5700 RPM / 310 ft/lbs torque @3900 RPM, single VANOS
  • Weight: ~1660 kg wet (with fluids)
  • Timing: Chain
  • Fuel Consumption: 17/27 MPG (US Gallons, city/highway) for my car over 1 year.
  • Power:Weight, bhp/1000kg: ~170
  • Top Speed: I'm a'feared of finding out.
  • Brakes: four-wheel disc, ABS
  • Tires/Wheels: 235/45/17 stock (I believe) although 18" and 19" wheel packages may have been available. I use Bridgestone Potenza RE750s which I think are the same as original equipment (and Bridgestone Blizzak snows in the winter).
  • Transmission: available 5-speed torque converter automatic or six-speed manual Getrag transmission. The Custodian strongly recommends the manual.
  • Fun Factor: HUGE.

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