I had a brand new E92 M3. Because of a growing family, I thought I could move to a 535i. Then I went a drove one. Big mistake. The 5 series is a genuine boat (no offense to anyone), and dead quiet inside if you're coming from an M3. Kinda freaky.
I ended up going with the ActiveHybrid 3, which seems about as fast as my M3 in many around-town-situations. It was only about $1000 more than a 335i, and gets 35+mpg. Could not resist!