Slick, All I know is when im done fixing this i still have the transmission to get to! one good thing I did was set up a wholesale account at my BMW dealer today. Spent 96 bucks on a coolant tank and temp sensor that should have been around 160. BigWave, Most of the time it warms up for 5 mins and im driving. Monday i got sidetracked for 15 mins. I think my coolant tank just failed and boiled the coolant out. I had to replace the tank in my M3 a few months back because one of the little vent hose barbs broke off when i touched it changing the oil. i've read alot about these tanks failing. Im hoping thats what caused this. Started working on it tonight scoped 2 cylinders and they look good ill do the rest tomorrow. drained the oil, no water in it. Also pulled the temp sensor and thermostat for now. One good thing is it started right up and ran smooooth for the minute it took to get it on the trailer and off when i got to my shop. keeping my fingers crossed that everything goes good tomorrow. Ill let you know. Thanks again for the input guys.