I'm thinking the S5

the M3 most likey is faster but the S5 is a friggin awsome car its soooo nice

As a purist I must first state that M3's should not have a V8! Inline-sixes are what BMW built their reputation on and its what they should stick with.......Okay done ranting.......In all actuality, you shouldn't buy either...yet. The S5 is a new from the ground up vehicle and it will take a couple of years before all of the bugs are worked out (it does look good though). The BMW, sort of misses the point when it comes to what an M3 is about. The new car has become so technology and electronic nanny laiden, that it is not as entertaining to drive as the previous gen e46. If you want to save some coin, get an E46 M3 or an S4 or RS4. At the end though, if style is most important get the S5. If performance wins out, M3 hands down.