We are all products of our environment: our surroundings, the people we spend time with, our upbringing and all of the little things in it. Every single thing that has happened in your life, every day, every moment has led up to today. As we navigate through life and experience seemingly minute things, it typically isn’t until years later that we begin to see the effects. This is vividly illustrated with the example of me and my E38 7 series. Similar to my 5 series, I had (inadvertently)been groomed for it by my father.

His first e38 was a Mojave Brown 740i. One of the very few pictures we have of it.

His first e38 was a Mojave Brown 740i. One of the very few pictures we have of it.


One Valentine’s day, I was about 6 or 7, he got T-Boned in his E39 528i, quickly deemed a total loss. I recall as they towed the car away that I bawled like a baby, I was quite fond of that car. To replace it, the family went up to Chicago to shop for a new one, this time a 7. My mother and brother sought entertainment about the city, while I tagged along with my dad to go to different dealerships, the most memorable of which was a Biarittzblau (dark blue) 740i M-sport over an oyster interior that we test drove from a used car dealer on the west side of town. It was incredibly quick(sport diff and torque converter), but it had this sharp, pungent smell that I had never experienced. He turned the car down and we left, thats when I asked what the smell was, to which he replied: “Son, that was weed”. Yep, my first experience with Marijuana was in an E38.


After shopping around a bit, he wound up with his second e38, a Schwarz (black) 1997 740il. I rode with him back home, a 6 hour drive; a memorable one as we drove through a tornado/hail storm. When it got too bad, we pulled into a car wash on the side of the highway to avoid hail damage. He bought 20” BOSS wheels for it, had the windows tinted, clear side markers and got aftermarket tail lights for it. He would bring it home on a beautiful summer afternoon and I’d help him wash/detail it for the weekend.


Children draw what they know and experience. This was visible in my artwork as a young child expressing myself through media, often in school during instruction. “While observers tend to agree that there’s a stage at which most children strive for realistic depiction in their drawing, many psychologists argue that at their earlier stages of drawing, children aren’t thinking about realism” says Isabel Fattal in an article on the hidden meaning behind children’s art. This is where I was different as a child, as even in my earliest known drawings, you’ll see key features taken from real cars.

My parents got me a PowerWheels Dune Buggy that I called my “Lamborghini” because it had wheels similar to the Diablo of the era. I was always fond of the vehicle my dad had at any given time, so I drew a picture that had both of our rides.

My parents got me a PowerWheels Dune Buggy that I called my “Lamborghini” because it had wheels similar to the Diablo of the era. I was always fond of the vehicle my dad had at any given time, so I drew a picture that had both of our rides.

I still have the same license plate pictured here from my dads e38 on mine today.

I still have the same license plate pictured here from my dads e38 on mine today.

Looking at both pieces, you’ll find two details shared between them: the license plate that reads “TOOLEY”(his last name) and the Little Tree air freshener hanging from the rearview. Every car I drew as a young child past a certain age included one of those details, up until I started using reference photos to do my more realistic pieces. In the right drawing, you’ll see the proper upholstery patterns in the seats, the headlight projectors and washers, the squiggly line below “MISSOURI” in the license plate (used from 1997-2008). Attention to detail has always been my thing.

Fast forward a few years…

On October 5, 2015, I was leaving a friend’s house and noticed an Arctic Silver 7 series going the opposite direction. The fact that it was wearing clear signal lights and updated tails indicated to me that it may be enthusiast owned, so I decided to stop and meet the gentleman. It turned out that we were both engineering nuts, and became good friends. M&B actually did his M-Sport e39 Touring in trade for charging the air conditioning system on the then-white e34.

A few months later, on December 26th, I bought the 1997 e38 for $1000. I drove it home (nearly overheated it as it was leaking coolant), replaced the heater valve, put my 20” Style 32s on, and did a (much needed) thorough interior detail.


The 7 was a phenomenal daily - it had the Cold Weather package, meaning it had heated seats and a heated steering wheel, which I thoroughly enjoyed. I was chauffeured in it for my 21st birthday (what a night), I went to car events with it. It also made a great car to drive while the heat wore off when I’d have just a little too much fun in the e34.

Modification wise, I hadn’t done much other than add a subwoofer.


I even used it as a work horse to carry parts for the e34 that was still having bodywork done(the back seat comes in handy), to and from the garage where the work was being performed. While I was building one dream, this car was the logistical support. One day, I took it down to the sticks past Rolla, MO (2.5-3 hours away from my hometown) to get a few rare parts. Despite being deep in the woods, this guy had a treasure chest of BMW parts, including a few MINT e34s with hardly any mileage on them. Little trips like this and time spent with the car help you fall further in love with your car.

The one other thing I did aesthetically was wetsand the orange peel out of it, with much success.

I even parked it and took a picture of my Starbucks with it in the background for extra ‘gram cred because, if you didn’t post your coffee with your BMW in the background on Instagram, did you even go?


All the while, the car was also the unofficial MNBMobile. I drove it all around the state and country doing detailing out of the trunk.

It was nice having two nice BMWs, a daily and a toy that would help one another out when needed.


At just over a year of ownership, the only time she ever left me stranded was when the bearings in the water pump seized and destroyed the belt. One new pump and a new belt, all was well again.


She continued intermittent use until the E34 blew up in February of 2017, then she was back to full daily duty again. I drove down to Atlanta, GA in late March of that year to service our clients of the area. Though it wasn’t my first time visiting, I experienced the city more intimately this time as it was my first time going alone. No one to answer to, I could do whatever I wanted. I visited restaurants and attractions, met some online friends for the first time. This was the trip that made me fall in love with Atlanta and its people; the beautiful pine trees of the Chattahoochee National Forest (just behind it in the first picture), the beautiful sunrise while riding through Brookhaven, the hustle and bustle of Buckhead (the 285 bridge burned through during this trip!), having more than one “downtown” area (Columbia has but a small one), and of course, the southern hospitality. Besides traffic, what is there not to love?


All was well until I hit Chattanooga on the way back and had a blowout, which was fine until the car fell off of the factory jack(properly known as the Widow Maker), damaging the bumper.


I returned to MO to discover that my new vanity plate had come in, I’d say its appropriate:


At this point, I had built enough of a name for M&B as well as set a standard of a clean, presentable vehicle. Bubbling paint on the quarter panel/C-Pillar, plus the bumper damage, was enough to make me pull the trigger on a repaint. That said, upon my return home, I got to work. Work began on April 6th.

I had always liked the front end of the “facelift” (1999-01) E38s, as it was more modern and aggressive. To achieve this, a change of the fenders and headlights was required. Luckily, I had parted an 01 Sport a while back and had the necessary panels.

I changed the hood to a nicer one, too. Always up for a challenge, I decided to do a correction on the new hood just to see if I could. A nice difference, it was almost too bad that I was going to sand it all and paint it. Just wanted to prove that M&B can make a salvage yard hood look good again.


Went and borrowed a stud puller to remove some door dings:

I still drove it while all of this was happening, by the way.


By May 2nd, it was ready for paint. It could have been ready sooner, but with show season near full-effect, I had clients to take are of. At M&B, client satisfaction comes first.

I didn’t want to go with silver again, for as you all know, I love black BMWs. But, per before, I couldn’t just pick any black, it had to be fitting for an Individual, but also tasteful. The color of your luxury car says a lot about you and your taste, so I chose carefully. I chose Citrin Black Metallic after seeing it on another f10 M5 (an F10 M5 inspired the e34 as well) and falling in love with its many tones of gold and pewter.

“… these blacks are named after a type of gem or mineral (azurite, citrin(e), and sapphire). At its core, all of these colors will be black in the background (whether or not the core black differs much, I'm not sure). Within the black, are metallic flakes of each of the aforementioned mineral/gem colors. Sometimes, it can be very difficult to discern” - eleven11 of M5Post

“…these blacks are named after a type of gem or mineral (azurite, citrin(e), and sapphire). At its core, all of these colors will be black in the background (whether or not the core black differs much, I'm not sure). Within the black, are metallic flakes of each of the aforementioned mineral/gem colors. Sometimes, it can be very difficult to discern” - eleven11 of M5Post

I had the paint mixed by Anthony of FinishMaster in Columbia, MO.

I tore all of the panels off of the body to paint the jambs and inner portions.


Not having access to a booth, I (reluctantly) prepped the garage and painted the rest in there.

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Brand new kidney grilles:


It didn’t come out exactly as I wanted, but I couldn’t expect a concours level finish having been painted in a garage. I wetsanded and reassembled it, had the windows tinted by Demarco Connor of Skye’s Tint in Columbia (go see him if you want your car tinted), and cruised. Despite a few nibs and such in the paint as well as a few lighter areas down low, the color was absolutely gorgeous and I was pleased with the new look.

Did a mock ad:


After 4 months, I could finally apply a ceramic coating to the paint. I polished it for good measure and coated away.

I had originally planned to go with an Amaro brown interior, and my headliner needed done, so I got a whiskey brown suede material from See’s Upholstery in Columbia, MO and rewrapped it after adding a center section for lights and a speaker.

I enjoyed that for a short time, then it was time to go to Atlanta again to visit our clients as well as take care of some new ones:


While down there, we had gotten a call about a 733i for sale in MO — You may have read that line before — thats because its the same 733i we restored in 2017. Its all coming together, right? I had to get a photo of the 3 cars together. Take note of the angry Oreo to the left.


More time goes by as I go through life and enjoy the car with many friends and loved ones. One day a storm comes through after a meet. LOOK AT THAT BEAD!


September of 2017: I take the car up to Kansas City to do a paint correction on a 944 and attend a few car shows.


That Sunday, on the way back home, an object flew from a gentleman’s truck in front of me on the highway, gouging the hood twice and ruining the windshield.

To top that off, the next day, this happened:

So I stuffed it back in the garage to work on it. This was a good time to revisit those problem areas from the first time painting it. Luckily, I had just purchased an E39 528i to restore and flip, so I used that as a daily while all of this was happening.


I took advantage of the down time to finally refinish the wood trim (DIY here). Inspired by the pearl inlay of the Serenity Phantom by Rolls-Royce, I wanted to have my own touch. As an artist, I’m always proud to sign my work. I signed a piece of paper many times until I found the perfect signature, digitized it, and had it hand cut from Mother of Pearl in Vietnam by DePaule Supply. I researched the inlay process and got to work.


I had finished the bodywork, but was still without a booth, so I had my friend Galen Hassler of Galens Auto Body take care of the spraying for me.

Yes, I drove to the body shop in winter weather with no front windscreen.

Yes, it was cold.

After a tumultuous search for a hood, I finally found one in a local yard. I drove without a windshield again as I had no access to a truck. It never gets easier, the winter wind in your face.


I visited another friend at another shop to have the hood done, as I was again limited on resources.

Having it all painted, it was again time to wetsand and polish.

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a smoke of genius

Finally through with bodywork(again), I decided I wanted something a little more Individual, so I decided to build a humidor. I went to George Liggett’s Nostalgia Shoppe/Grand Cru restaurant and cigar lounge to get into the proper head space of what I was about to get into. George is an invaluable resource when it comes to the fine tobacco industry and lifestyle. He tells me stories, gives business advice, and is an all around great guy. He’s got a few books in there as well that would help educate and inspire me. When you’re going to take on a project, its paramount that you be well-versed and educated. Knowing the core components and history of a subject will undoubtedly make your creation better as you approach it with more confidence and creativity.

when luxury isn’t luxury enough

Now I had a place to keep my cigars when traveling abroad. But, that still wasn’t enough. Long ago, when building my e34, I discovered a 750iL (V12 model) at the yard up north. It had a perfect interior, as it was owned by a wealthy couple who took incredible care of it up until it was hit.

The car had disappeared in time, but I found out that a friend of mine had purchased it and that it was sitting in his shop. Long story short, we negotiated a deal and the car became mine.


This car got torn to the bone. I took out every wire, sensor, bolt that it had. Both subframes, engine, electronics... All of it. There are subtle differences in the vehicles that require that everything be swapped.

Another subtle detail taken from Rolls-Royce was the brushed trim. I finished it all by hand, starting with 80 grit and finishing with a 400 grit in long sweeps to prevent any breaks in the grain. Its something that adds just a touch more class to the car.

Now the fun part. I have to do all of that again, but more carefully, and then put every wire, sensor, electronic, etc. back where it goes, as BMW intended it. Lets begin.

I had installed the dual pane windows before the swap started, but this is the last photo I took of the car as a complete v8 car with a black interior.


From there, I put the hood into service mode (90* up) and tore the front off, followed by the front subframe, engine and transmission.

There are differences in the bracketry between the two cars as the engines have different accessories and placements. Before drilling out the spot-welds on the brackets of the parts car, I labeled all of them and took plenty of reference photos/measurements so to put them in their proper places on my 7.


I cleaned up my engine bay and started placing brackets in their respective places according to my documentation. I traced their outlines and holes, ground off where the welds would go to ensure a good bond, and welded them in place.

From there, I would prep and paint the engine bay CitrinSchwarz to match the rest of the body. You have no clue how much it bothered me to have a silver engine bay in a black car. Details matter, so I had my parts guy at the local BMW dealer order me a proper paint tag to go onto the shock tower:


The same bracket work was done with the rear reclining seats.


So you see all of those wires?


If you scare easily, don’t continue reading. (do it anyway)


The above image is of the entire wiring harness. Every wire to every piece of the body of the car rests within it, sans the engine harness. I took the v8 harness out, and installed the v12 one after adding some sound deadening to the floors.


I rolled the pallet beneath the car, and raised the subframe into place. Plugged in a few wires here and there, and it looked right at home.


It actually ran on the first try.

From there, I would move to the rear of the car to put the freshly painted subframe in. I used my engine pallet to move it around.


I cleaned and painted that area as well.


One thing that I had to move over from the original subframe was the rear differential, as it was also from that 01 Sport I had parted a few years back. It has a 3.15 gear ratio as opposed to the 2.81 that all 750iLs came with, making it quicker off of the line. This would be a more commonly done swap if it were a direct swap, but the output flanges have to be swapped over as the 750iL axles are thicker. The input flange is the same diameter/bolt pattern as the original. I painted it while it was out because, why not?

It was then time to reconnect the parking brake cable, install the driveshaft, and the exhaust/its respective heat shields. But first, I cleaned them.


With the driveline swap complete, it was time to make sure it could stop. Not before customizing the calipers, though. This car was now an Individual car, and I wanted to have at least one subtle detail to remind viewers. I painted the calipers gold to compliment the brown paint and applied the BMW Individual Manufaktur logo by hand.

After installing and bleeding the brakes, I put the wheels on and drove my Citrin Black 750il for the first time. Holy torque, Batman.


Before I began this swap, I had been thinking about colors to dye my new interior. “Color induces memory, and it affects your mood—especially when it’s connected to how you express your personality,” says Erin Crossley, the color and trim design manager for Cadillac. "Many of the women in the color and trim group have a fashion background," says Sandy McGill, an industrial designer at BMW Designworks. "Germany has some of the best fashion schools in Europe, and our designers have done stints at fashion houses and now work in the automotive industry … We've also got a lot more women going into interior design at BMW,” she says.

Women know colors and fashion. Since I was no longer satisfied with Amaro, I asked the women in my life what color would best suit the car and found that Cohiba Brown would be a much better, classier fit for the message I was trying to convey with this car. They were spot on. I knew the moment I walked out to the car with the leather card that it was the right color for this car. I ordered the dye and went to town while slowly reassembling the interior.


I also scribed the V12 logo from the succeeding generation 7 series (e65-66) into the gauge cluster so that I may never forget whats under the hood.


One interior feature that has yet to come to fruition is the addition of what BMW calls the “Executive Seating Package”, where the front passenger’s seat slides all the way forward and releases an ottoman. I got as far as the rough cut and proof of concept, but still need to weld the brackets and such before actually installing it.


I had done a sketch of it before deciding against Amaro:


One more detail that I actually carried out was the brushed speaker grilles. A lot of modern companies including BMW and Mercedes-Benz are highlighting their sound systems, I didn’t want to be any different. I designed new speaker grilles, but the production costs far exceed the benefit of them, so I instead spun my original ones.


Having installed those, I was satisfied with the car and would continue to drive it as it is today, only making small additions at a time.


Look at that transformation.


Quite the transformation that’s holding up quite well as I approach a year of daily use after having dyed the seats. If you have any leather needs, check out our leather restoration page and contact us to set something up.

Also on the to-do list for this car is glass buttons in the center console, inspired by Rolls-Royce’s use of glass in their interiors. These logos will be remotely illuminated and give the illusion that they’re floating.

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I also hand-engraved the Masonic emblem into my driver’s side low beam projector. Another subtle detail that’s always appreciated when noticed.

I also wrote the DIY on engine cleaning using this car:


Otherwise, I just drive it daily, doing maintenance as needed. Since the swap, I’ve put probably 12,000 miles on the v12. This car has been nothing but a treat, both to me and everyone who sees it. Below are images of others enjoying it that I happen to snap when at Caffeine & Octane in Atlanta, GA.

I take it everywhere and do just about everything in it. I even take it fishing:

I decorate it for the holidays:

I took it up to Nashville, TN for Christmas, stopped in Chattanooga to explore Raccoon Mountain… I stop anywhere of interest to take a photo. The world is my playground and this car is my tool to explore it.


The best part is that through it all, it still smells like my childhood.



Its funny how things come full circle, isn’t it? I don’t think its mere coincidence that I ended up in a brown 7 series on 20s with the Little Tree in the window. Every single choice you make is influenced by your past experiences, consciously or subconsciously, and that’s what makes each of us an Individual — this car tells part of my story.

I’m not afraid to enjoy this car because it is well protected by all of the services we offer here at M&B. I built it to prove to myself what was possible, but also to prove to everyone else that even cars with the most investment are meant to be enjoyed, and M&B helps its clients do just that. If you’ve read this far, thank you for being a part of the journey. If you have any questions or comments, feel free to connect with M&B on Facebook, or reach out to me personally at 573-521-7235.

Until next time,


Derrick D. Bundy

M&B Fine Automotive Detailing & Coatings