The E46 BMW M3 is widely considered the best M3 of all time. Its balance of brilliant handling, pure steering, and naturally-aspirated engine still make it a masterclass of small sports coupe engineering. However, by today’s standards, it’s a bit underpowered, being that its 3.2 liter straight-six engine makes 333 horsepower (an incredible feat of engineering back in its day). So what if it had a bigger engine, like say an S85 5.0 liter naturally-aspirated V10 from the E60 M5? That’s exactly what we see in this new video from AutoTopNL.

Somehow, the tuners of this car were able to shoehorn a monster V10 into the engine bay of an E46 M3. That mighty free-breathing engine makes 500 horsepower and 384 lb-ft of torque — quite a bit more than the original M3. More than that, it sounds flipping incredible, with an intake/exhaust noise that sounds more like it comes from Thor’s hammer than an internal combustion engine.

The BMW S85 V10 engine 10 830x554

Interestingly, this video claims that the engine is paired with a DCT (dual-clutch transmission). It doesn’t specify which DCT but we’re assuming it’s BMW’s seven-speed DCT from the E92 M3. What’s interesting about that is that the E60 M5 never came with a DCT. Instead, it used a six-speed SMG (sequential manual gearbox), which was far clunkier and shifted slower. The SMG was one of the E60 M5’s biggest points of complaint, so swapping it for a much smoother, far quicker DCT is a great idea.

Using the DCT seems to have truly awakened the BMW V10. The faster shifts work really well with the quick-revving engine, breathing new life into it. We’re now wondering why there aren’t more builds with this powertrain combo. It seems absolutely delicious to drive, with a beautifully-revving V10 and smooth, crisp shifts. Combine that with the pure steering and brilliant chassis of the E46 M3 and it’s likely a winning combo. Admittedly, the weight and size of the V10 undoubtedly throws off the M3’s chassis balance but it’s probably still a riot to drive. Check it out.