I was scheduled to meet the owner of this HPF Stage 2.5 E46 in a fast-food parking lot off the highway outside Victorville, Calif. I was the first to arrive, so I had time to enjoy the serenely barren natural landscape only a summertime desert can afford. I expected to see or at least hear the car coming from miles away, bristling with external modifications and enveloped by a menacing growl of exhaust tunes, all piled atop a hot black asphalt highway. As I waited, a very ordinary looking and sounding white BMW pulled up to me; I half expected a lost motorist to ask me for directions. It turned out to be Brian Elliot.

I was a little bewildered by what I saw-or maybe what I didn't see. Based on the laundry list of modifications I received, my imagination had been at work conjuring up crazy images. Considering it has a potential peak 800 hp and is supposedly capable of 200 mph, none of those images corresponded with what was in front of me. No flashy front-mount intercooler, not a visible speck of carbon fiber, and it possessed what can only be described as a simple exhaust note. But it hit me later-especially after I'd driven it-if I owned an M3 with a monster 800 hp under the hood, who needs the flash? Besides, stealth is better: keeping the element of surprise, then reducing competitors to a faint image in your rearview mirror.

After we snapped some pictures using the bleak desert landscape as a backdrop, the sun started to set and I was ready for some seat time. Elliot handed me the keys, but before I could step inside he wanted to give me a quick rundown of this M3's unique features. He explained the options made possible by the HPF/AEM engine management system, like adjustable traction control, and four selectable programs for pump gas, race gas, and methanol (for both pump gas and race fuel), all easily controlled with the flip of a switch, or twist of a knob. He also informed me he topped off with race fuel so I could experience the car's full potential.

It was pitch black by the time the seminar was complete. I got in and fired it up. The first thing that caught my attention was how quickly the car starts, the utter absence of an extra-long crank time or double-start normally associated with 750cc injectors. Right away everything was off to a good start. And as I set off on my epic journey, the first thing I did was stall. Not because of the HPF Stage 2 Feramic clutch, but mainly because I hadn't driven stick in awhile (damn you DSG). Once off the line, I was amazed how ordinary the vehicle felt-stock-like drivability and no jerky throttle response or noisy exhaust detonation.

At cruising speed the things you notice would be considered improvements on any E46 M3. The Rogue Octane short shifter kit gives a 33-percent throw reduction, and combined with a ZHP weighted shift knob, it made going through gears like a hot knife through butter: quick, smooth, easy. The Feramic clutch, while firm, was still very manageable, not what you would expect from a mechanism that can handle upwards of 850 rear-wheel horses.

The compliant suspension was also a surprise, especially considering the car sits on 20-inch rims with rubberband Falken tires. The Bilstein PSS9 monotube coilovers, reinforcement plates, polyurethane bushings and UUC sway bars maintain racecar-like maneuverability but remain comfortable enough for you to know that after a long trip you won't necessarily need an orthoscopic procedure.

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