Many say the 500E handles better than the E55, but jeez they are almost the same money. I know the previous generation E55 without the supercharger is a lot more reliable and a better choice, but visually the car doesn't excite me. The 03+ completely makes me drool, inside and out. As for the AMG badge, it doesn't do anything for me either. I would actually probably de-badge the car as I surely "don't need no stinking badges" I drove the 335 (not the D) but nonetheless I am completely and utterly not interested. BM'er has taken a huge crap the past 5 years and just refuses to make anything that stirs the soul anymore. Boring on the inside and the out It hurts me to say it, but it is true. I'd actually rather have the Lexus ISF than the M3 and I will NOT own a Japanese car. I was in the midst of a lengthy reply when chrome just took a dump on me. Anyway, was saying something along the lines of there are a few things you can do to juice up the elder E55. And for me and the 500E, is motor envy and love of the old world MB's that were not quite Americanized yet. So what about a pre-Bangle 540i, that could be found for your range and it is older then 5 years.