The BMW E38 750iL is an impressive enough machine in itself – but as this super-premium modified makeover shows, there’s a wonderful spirit hiding inside.

‘It turned out that it was all a dream.’ We’re not talking Biggie, here. Instead, a lazy plot device that’s been irritating people for generations. Dallas famously undid a whole season’s storyline by retroactively saying it had all been a dream. While the movie Vanilla Sky has a massive ‘Oh, wait, he was in a coma the whole time’ twist. It’s the kind of half-assed deus ex machina that schoolchildren come up with.

But let’s not write off the power of dreams entirely. If it wasn’t for the Happy Days episode in which Richie Cunningham had a dream about Mork, we wouldn’t have had the whole Mork & Mindy spin-off series. American Psycho is basically one long mental struggle to figure out whether Patrick Bateman’s just imagining everything. And for Mark (@marks_e38), owner of this rather imposing modified BMW E38 750iL, a luxury car dream has been spirited into reality through sheer force of will.

side profile shot of 7-series


Perhaps we’d better explain that. The BMW E38 7 Series is by its very nature a luxury car, for sure. But Mark’s build pays tribute to Rolls-Royce in opulent style. Why? Well, there’s actually a clear genetic link. The machinations of Rolls-Royce in the 1990s saw the company wading through a complicated quagmire of ownership division, offers, counter-offers, brand element distribution and legal wrangling, which encompassed the BMW, Volkswagen and Bentley brands, all of which is far too arcane to pick through here.

But the bottom line is this: the M73 V12 engine which featured in the BMW E38 750i was also used in the Rolls-Royce Silver Seraph. And this was all the impetus Mark required to formulate a fusion of the two sensibilities, releasing the ghost from the machine and allowing the Bavarian uber-saloon to embrace, cherish and showcase its inner Roller.

front wheels on modified BMW E38 750iL

Mark’s car history

This aspirational premiumization represents the end-point of a lengthy automotive journey. Mark started out his motoring adventures in a Ford Taurus, moving on to a ’94 Honda Civic, which was treated to a few tasteful mods to make it look, sound and handle better. But it was the BMW badge which always hovered over all this like some manner of angelic halo. “Since I was a little kid, I’ve always loved BMWs,” he assures us. “Their front grilles look amazing (on the older cars, I mean, not on the new models – way too big), and the way they look, sound and perform, it just really spoke to me. The first BMW I bought was a 2001 740i Sport – it was big, sporty, and just had that classic look. You can’t go wrong with an E38, it looks amazing every way you look at it.”

So why make the swap to the 750iL? Quite simply, because more is more and bigger is better. “Oh man, it’s a V12 – not a peasant V8,” he deadpans. “And it comes fully loaded with a lot of options that the V8 version didn’t have, such as a full leather interior from door cards to dashboard, the reclining rear seats, extended wood option and, of course, four more cylinders.”

front of modified BMW E38 750iL

Buying the BMW E38

This 12-pot bruiser didn’t just fall into Mark’s lap, and he wouldn’t have been happy to settle for just any old 750. No, he knew precisely what spec he was after, and it took him a good six months of searching before this car presented itself. Found for sale in Queens, NY, it was completely stock and crying out to be taken to the next level of swank and splendor. Because naturally, that was the plan all along: Mark didn’t just want to scale the heights of the E38 model rankings, he wanted to elevate them to giddy new stratospheres.

“I had a plan from the start; in fact, I bought the air ride before I even bought the car,” he grins. “I knew it had to go wide-body with wide wheels too, and I had my eye on a lot of rare parts from overseas, which I’d already been looking into.”

Air Lift install in boot of 7-Series

Modifying the BMW E38 750iL

The first mod, then, was the air suspension. Mark employed AirREX bags and struts, running Air Lift Performance 3P management, and this all works hand-in-hand with Turner Motorsport control arms, Street Driven Industries camber arms and toes, and the rest is replaced OEM components. “I like to get either better parts or OEM,” he says, and that makes perfect sense. No point cutting corners on something so inherently well-engineered.

And with great stance comes great responsibility. While bagging a standard car instantly amps up the wow factor, you’ve got to get some stellar rims in those newly tarmac-adjacent arches to make sure it’s sitting pretty, and Mark had a game plan here, of course, he did. “I love how the BMW M Parallel wheels look, so when Heritage Wheel came out with their Ebisu version which has a strong M Parallel look, I emailed them, and I was lucky enough to be sponsored by them.”

Rear interior shot of modified BMW E38 750iL

Modified BMW E38 750iL interior changes

Mark was really keen to get stuck into was the car’s party piece: the interior. Because in the realm of Rolls-Royce, this is the really crucial element – it has to be ridiculously fancy because that high-roller theme characterizes the lifestyle. Looking up, you’ll note the presence of a new starlight headliner, and this is an inspired move.

The motif hadn’t been devised at the time of the Silver Seraph, and in fact, it launched with the Phantom after BMW’s cash injection allowed Rolls-Royce to build its state-of-the-art production facility at Goodwood, England. Rolls-Royce’s own starlight headliners are formed of 1300 pinpricks of light, using fiber optics that are painstakingly snipped by hand and fixed into hand-drilled holes, the finished effect representing the night sky over Goodwood on the date the factory was opened on January 1 2003.

Well, that’s the standard offering, although you can specify any date and location you like, and they’ll consult star maps to achieve it. Mark doesn’t disclose where and when the constellations in his 750iL represent, but given the attention to detail throughout the car as a whole, it no doubt has a special significance.

“The original interior looks amazing, and I decided to keep it OEM with a little bit of modification,” he continues. “I fitted the E65 headrests front and rear and sourced some factory-option picnic tables from Europe along with a European-spec armrest. There are OEM swivel tables, of which fewer than were 200 made worldwide and were never available in America. I’ve added an E46 SMG steering wheel, OEM B-pillar phone and newspaper holder, a center console phone, and an E65 fridge; there are also two headrest monitors. The Pappel Natur 0200 wood trim is one of 320 sets ever made, again not available in America.”

Rolls-Royce engine cover

Tuning the BMW E38 750iL

With the V12 sitting at the heart of the project and being such a crucial element in Mark’s purchase decision in the first place, it’s important to remember how such a powertrain fits into the Rolls-Royce ethos. The point of a Rolls is to spirit you from place to place with minimal fuss or intrusion, the engine operating absolutely silently, underpinned by a huge wave of torque. The company never used to quote power figures, simply claiming it to be ‘adequate’, and the engine needs to act as a sort of attentive butler: efficient, dependable, always ready, and more than capable of adapting to any given situation with immediate effect.

BMW does quote power figures, of course, and we know that a stock E38 750iL makes 326hp and 361lb ft. Mark has opted to gently but purposefully augment this by adding a bespoke exhaust system, cold air intake and a custom tune, making incremental improvements without being raucous or uncouth. A Silver Seraph engine cover has been added to remind everyone of the point of all this.

rear shot of modified BMW E38 750iL

Body modifications

In the same vein of refinement and cultivation, the body mods have been carefully executed to allow the (actually quite radical) alterations to blend sympathetically with the stock lines.

“The wide-body looks good on any car, and after being involved in the E38 community for a while, I hadn’t seen anyone do a custom metal wide-body, so I decided to go with it,” he says. “I contacted SwoopsBUILT  (@theswoops) and told them what I wanted – they said, of course, we got you. It took almost a year to complete, but only because I wasn’t in a rush. I also had some custom headlights done by Lightwerkz – they’re 3” quad projectors with red demon eyes, it looks so beautiful and gives the front end that classic but updated look.”

rear 3/4 shot of modified BMW E38 750iL


It’s been a labor of love, but after all of Mark’s fastidious research, parts-hunting and custom commissions, he’s ended up with something that really is a keeper. “I’d say it’s taken about three years to get it to this stage,” he says, “but let’s be honest here, is building a car ever done? There’s always something else to do, and I have a bunch of plans: wider wheels, different faces, more camber, a sound system, and an aftermarket floating radio…

“One thing’s for sure, I’ll never get rid of the E38 – I’m way too attached to the car, I even have it tattooed on my ribcage.” Which is most likely a rite of passage for Rolls-Royce owners too, no doubt. And above all else, it goes to prove the power of dreams. Releasing this 750iL’s inner Seraph, Mark’s own deus ex machina genuinely is a dream realized.

Tech Spec: Modified BMW E38 750iL

Engine and transmission: 5.4-litre V12 M73B54; Rolls-Royce Silver Seraph engine cover; cold air induction system; custom exhaust system; custom tune. Rebuilt ZF five-speed automatic gearbox.

Chassis: 11.5×19” (front) and 13×19” (rear) Heritage Ebisu three-piece split-rims; 5” (front) and 7” (rear) lips; 265/35 (front) and 305/35 (rear) tyres; AirREX bags and struts; Air Lift Performance 3P management; OEM BBK.

Exterior: Full repaint in BMW Schwarz 2 (668); custom steel wide-body; corner flags; custom Lightwerkz demon-eye headlights.

Interior: Extended leather; starlight headlining; Pappel Natur 0200 wood trim; custom E46 SMG steering wheel; custom boot install; E65 headrests front and rear; European-spec picnic tables and armrest; OEM swivel tables; OEM B-pillar phone and newspaper holder; center console phone; E65 fridge; headrest monitors.

Thanks to Total BMW. Words: Daniel Bevis. Photos: Reane Visuals.

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