Well, it's a 528iT to be exact.

Given that picture, you may already know what's coming. I introduce to you Brandon's 1997 BMW E39 528i Touring. It's brown. It's a wagon. And it has three pedals and a shifty thing in the center console. That makes it pretty much the holy grail of Jalop vehicles. It is however, sadly enough, not a diesel.

Luckily though, Brandon accounted for its lack of a diesel engine by ripping out the stock 2.8 straight 6 with a bigger engine. As you might imagine, the bigger engine makes more go juice. As it sits, this 528iT makes about 475 rwhp and 475 ft-lbs of rear wheel torque. And that's naturally aspirated with an incomplete and consequently hot air intake.


Yes, that license plate isn't wishful thinking. Brandon's 528iT has a nice iron LSX race engine installed, complete with 427 cubic inches. That's a 7.0 liter V8 for those less acquainted with muscle car vernacular. It is mated to a 6-speed Tremec TR-6060, the same transmission found in C6 Corvettes, CTS-Vs and the SRT-10 Viper. At this point you're probably already questioning how it stacks up to BMW's most powerful iteration of the E39, the M5. It's quicker, much quicker.

Brandon's 528iT started life off as a rare BMW Individual car equipped with an exterior dressed in Mojave Metallic Brown. It is indeed not a standard color option for BMW's E39 cars. The purchase came after he sold his beautiful turbo E34 which made 375 rwhp. Initially, no one understood his decision to trade a perfect E34 for a fecal looking grocery getter.

I get a lot of questions about what led me to build this car. When I first acquired a brown automatic BMW 5 series wagon as my new project car, people thought I was nuts. Mainly as to why I would sell an absolutely perfect 1992 turbo E34 sedan making 375 RWHP. I guess in regards to the latter question, I have to lay the blame on my good friend Clay (M5hunter on bf.c). Before meeting Clay, I had been thoroughly pleased with the E34 I had been building for the last 7 years. I had always been more of a purist and wouldn't have even considered the blasphemy of an American pushrod V8 in a BMW. But one day I got a PM on the forum. It was Clay. Unknowing to me, I was living right next to his parents and he had seen me driving locally quite a bit. That was the start of an awesome friendship. I told him to stop by whenever he wanted and I will never forget that Saturday when he pulled into my driveway with his LS1 powered E36. It sounded incredible. Of course I needed to go for a ride and was instantly hooked.


Brandon's wagon isn't the first BMW or even E39 to receive a monstrous Chevy LS V8. In fact, it's a tried-and-true formula in the world of modern day hotrodding and no track day event is complete without a small crowd of LS swapped E36s or Miatas. What makes Brandon's car special is its attention to detail and its quest to be the perfect Jalop car. A mere LS swap with accompanying drivetrain parts wasn't going to cut it. The car was stripped, reupholstered and bits of it repainted. Brandon spared no expenses in this build.


Underneath the hood is a brand new crate LSX which is in essence a C6 Z06's LS7 less the aluminum block and enforced with iron. This paves way for big power potential, for if ever Brandon decides a 475 rwhp BMW wagon just isn't enough.

I was originally planning on getting an LS3 from a wrecked GTO etc but when my good friend Russ Turner was looking for me, he called me to ask if I would be interested in a Thomson performance LSX 427. Essentially it's an LS7 with an iron block. I get a lot of questions about why I chose the iron block but for the money, it was the only way to go. It only weighs 93 lbs more than the aluminum version. It has titanium rods and intake valves, sodium filled exhaust valves, heat treated crank, LS7 heads and intake manifold etc. Since I wanted something radical, I also took the time to upgrade to a slightly wild comp cam, new springs, guides seals etc.


To ensure the car didn't handle like a clumsy wagon, the car was also fitted with coilovers and big rubbers at all corners. To ensure it didn't look like your grandmother's E39, it was fitted with M bumpers front and rear. And to ensure Brandon was treated in comfort as a reward to himself for building something truly magnificent, the interior was redone in black leathers, suede headliner and 7-series seats.

At first, I just tried the M5 fronts [springs] and used H&R springs with Bilstein shocks in the rear but it drove like crap and wasn't low enough. After a short bit, I was able to leave the car with Fortune [Auto] and they created a set of coilovers for the rear that transformed the car. I also removed the chrome trim and painted it piano black along with the pillars. The bumpers were swapped out in favor of the M5 style front and rear. I also built a set of facelift headlights using Orion V2 angel eyes and Nissan Murano projectors. The tan interior was not ideal for me so I sourced out a black interior from a parts car and at the same time, had the headliner and pillars done in black suede. I also went ahead and wired for stereo. For seats, I ended up getting a set of E38 sport seats which are kind of a mix between M5 and comfort seats. I just picked up an extended leather interior from an M5 which will be installed soon. The wheels are Varrstoen ES Volk TE37 reps in 19x9.5/10.5 with 245/35 and 275/30/19's. I had to do a little fender rolling but I feel the fitment is spot on.


What's more amazing was the time in Brandon's life at which the car was being built. He was on his way to becoming a father. For those who treat marriage and even more so kids as a final nail in the coffin for dream car ownership, Brandon leads by example that this is not the case. If you have to ask, yes, this wagon will most likely baby.

I did the swap while my wife was pregnant. I actually installed the motor the night before she gave birth and amazingly enough, I still finished the car within a few weeks after. It was a very straight forward swap and fired up with no issues. I put some local miles on it and took it easy for a bit but after about a month, went to have it tuned a bit and put on the dyno. The intake was a very poor setup and was creating excessive heatsoak which pulled timing. Even with this issue, the car still made 475/475 hp/tq at the tires!!! I have since routed it behind the fog light opening which gave me ambient intake temps and I would imagine put me up to 500/500. It sounds wicked and will light up the tires in most gears. It pulls hard in every gear and the torque is instant and endless. As my dad said after he drove it "It will rip the cape off superman in all 6 gears".


BMWCCA purists may sneer at its big American V8. Wheel whores may chuckle at its Varrstoens. Pedestrians on the streets may fail to understand why it sounds funny. But ban me to an automatic PT Cruiser in this life and the next if Jalops and gearheads alike don't shed a tear for this work of torquey art. The only way this can get better is if a man who likes smoking tires and hosts a Drive show is willing to produce a video feature on it. I may or may not be talking about you, Matt Farah.

All photos are credited to Brandon Miller and his friend Mike Lee.

newton is a Y-generation Bimmerphile and gearhead in Austin. He tries to write about cars whenever he can at newton.kinja.com. Actually, you're already there. And he enjoys starting sentences with conjunctions. He wrote this entire bio himself in third person because he aspires to be a Doug Demuro when he grows up.