Winston Goodfellow
February 18, 2011

A 5,000-pound object heading straight at you gets your attention quickly. Especially when it has a closing speed of around 80 mph and is completely out of control.

The collision with that spinning SUV made an unlikely starting point to my odyssey to create a spiritual street successor to Shelby's iconic '65 GT350 R-model. At the time, I was traveling on a southern California freeway in an '06 Mustang GT, and my evasive maneuver wasn't quite evasive enough. In that split second, my beloved car was history.

As I lay in the hospital bed, I vowed I would get another Mustang. Only this one would be cooler and faster. I bounced between Shelby, Saleen, and Roush; talked with friends in the business; and drove several examples of each. While each car had its strengths, the driving impressions-and the heritage-made the choice obvious. My next Mustang would be a Shelby.

I eventually located '07 Shelby GT No. 4896 on a trader website. It was 75 miles from home with the color combo I wanted (white with grey leather). It also had the optional center gauge cluster and an owner who was an unfortunate casualty of America's economic crisis. The car had barely 1,000 miles on the odometer when it was repossessed.

I preferred white because I wanted to replace the original silver stripes with blue to play off the vintage Shelby white/blue color scheme. A comparison with a friend's '65 GT350 revealed that the newer Performance White is much stronger than the original Wimbledon White. That made the '65's stripe color too soft to properly contrast with the modern white, so Salinas Collision Repair's Gary Bloxham and striping guru John Clements showed me a number of blue stripe samples. The choice was made, and they re-striped the car.

Later, I met Jim Owens, then Shelby American's vice president of marketing. (Editor's note: Jim has since returned to Ford as the Mustang Consumer and Enthusiast Marketing Director). By now, my concept of "cooler and faster" had jelled into something I called "Project GT-R," and we started discussing a special build. The target was to create the aforementioned GT350 R spiritual successor by making the S197 Shelby as light and responsive as possible while maintaining overall drivability.

Owens put me in touch with Gary Patterson, Shelby American's vice president of operations. He was also intrigued, so I put together a detailed design brief that highlighted the envisioned mechanical and cosmetic modifications. Subsequent conversations covered every area of the car: brake and suspension, engine performance, and cosmetic alterations from the Shelby Performance Parts catalog.

Because the original GT350 R was all about lighter weight, my vision for the GT-R focused on what I call balance-acceleration, cornering, and braking, all working in concert with each other.

Project GT-R's targeted flywheel horsepower was 410-425, especially if it could be mated to a six-speed transmission. Patterson said Shelby was considering a six-speed conversion program and asked if I would like to have my car serve as the test bed. The "yes" came without hesitation.

During a visit to the Shelby factory in Las Vegas, Shelby American's vice president of production Gary Davis helped choose the final components. Both Garys knew I drove the car daily and over a variety of road surfaces, so they recommended keeping the stock suspension and adding a Watts link. Brakes would be Shelby's Pro-Plus system with Baer aluminum six-piston calipers, ceramic compound pads, and 14-inch rotors.

To reduce weight, I would supply Centerforce's lightweight flywheel, clutch, and pressure plate. We would also use the GT500 Super Snake's one-piece aluminum driveshaft, and the factory Shaker 1000 stereo would be replaced by Shelby's Kicker system. Wheel selection remained up in the air, as did how to add power.

In September 2009, I pulled into what is now known as Shelby American Motorsports, called the "Speed Shop" by Shelby employees. Back then it was called the Mod Shop, and technicians Damon Santiago, Tony Icovino, and Carl Seigfried reviewed the project with supervisor Phil Brown. The transmission and rear end were pulled, and the stock 3.55s were swapped for Ford Racing's 3.73 ring-and-pinion. The Centerforce flywheel, clutch, and pressure plate were installed, then the Tremec TR5050 six-speed and lightweight driveshaft. Next came the Watts link and the Shelby Pro-Plus brakes.

My first choice for wheels was a set of GT500KR mags, but I quickly learned that they were made from unobtainium, as one had to have proof of KR ownership to get a set. So I settled on Shelby's striking 20-inch Alcoa Forged Alloy wheels, as seen on the GT500 Super Snake.

The last items installed were the Kicker stereo and the cosmetic upgrades to the exterior, interior, and engine compartment. The Kicker subwoofer dramatically increased trunk space, saved 30 pounds, and sounded better than the Shaker. While most of the Shelby cosmetic items are easily added, as a chief judge at the Pebble Beach Concours for two-plus decades, I felt any changes should be done by Shelby, the original constructor. That way they are forever authentic.

At the time of the build, Shelby wanted to enhance the engine performance. We talked about a number of supercharging options, but the GT350 R was naturally aspirated. Also, while the idea of 100-plus blown horses was alluring, a supercharger adds weight right where you don't want it-on the nose.

I decided to stay true to the original R concept and modify the engine's internals. Shelby was not set up for that type of work back then, so AMP Performance in Phoenix did the build. Before securing parts, I conferred with Gary Patterson. I wanted the end product to be as "pure" Shelby as possible.

AMP's Chris Ciolek and Jesse Allen capably performed the engine modifications. Ford Racing's CNC ported heads and high-lift hot rod cams, along with a custom tune, provided the majority of the horsepower boost. Steeda underdrive pulleys and high-flow inlet elbow, and Bassani long-tube headers and crossover-pipe, completed the changes.

Both Gary Patterson and Shelby American's chief development driver Vince LaViolette tested the car. They gave it a big thumbs up. During one drive when Patterson had the speedometer buried, I asked how fast we were going. He casually replied, "Probably 155." And the car was still pulling strongly.

I was happy with the performance, but the appearance wasn't quite what I envisioned. I still desired the more restrained look of the KR wheels, feeling their 18-inch diameter and lower rolling resistance was more appropriate for a GT350 R successor. After months of inquiries in and outside of Ford and Shelby, unobtainium was finally obtained! The deal for a set of KR wheels was done, and my Alcoa wheels quickly found a new home on a friend's '10 GT500.

With KR wheels in place, it was time to head to Vegas for the final piece of the puzzle. Ford Racing's new three-valve performance intake manifold came out a few weeks after Shelby opened Shelby American Motorsports. I would have returned to AMP but the purist in me wanted Shelby to do the installation. By then, SAM was set up to do most anything on most any car, including dyno testing for rear-wheel horsepower.

The baseline dyno run showed 345 hp. Ford Racing's 62mm billet aluminum throttle body bumped power to 349. The manifold pushed it to 358, then Shelby's Gil Nevarez went to work with a custom tune to get it to 363, or right around 420 at the crank.

The final test drive yielded a real thrill at high rpm, with the cams kicking in at 4,000 rpm and the new manifold making the engine pull that much more urgently. The Bassani exhaust was quiet under normal throttle, only to sing a raspy growl when one's foot was seriously in it. The Watts link had the front and rear working in perfect concert during hard cornering, regardless of road surface. The Pro Plus brakes gave the pedal proper feel, shorter travel, and a distinct lack of fade. And having lived with the six-speed for a number of months, I couldn't imagine the car without it.

One question remained: Had I hit my mark? Had I truly built a street spiritual successor to the GT350 R? I had never driven one, so I honestly didn't know.

In one phone call I found the perfect arbitrator: Alan Bolte, who has owned 5R101 since the late 1970s. In the past three-plus decades, he has likely put more miles on a GT350 R than just about anyone.

The comparison would be more meaningful by the fact that 5R101 has real history. The car was originally ordered by Tasca Ford but ended up at Harr Motor Company, where former Tasca sales manager Dean Gregson raced it in the northeast's national SCCA events, winning nine out of 10 times. The Shelby also won the NHRA B/Sports and top Eliminator Trophy in Maine.

The car was sold in 1966 and, over the next eight years, had multiple owners who continued to race it at a high level. Bolte bought the car in 1979, drawn to its lengthy competition history. After an accident during the 1986 Monterey Historic races, Bolte performed what he calls "a sympathetic restoration to '65 specifications" using original GT350 R parts he had accumulated over the years.

Bolte warmed up to the modern Shelby during our first drive. "This thing excels in the 40-100 mph runs," he said. "It has tons of grunt, and a perfect engine pitch and exhaust tone when you are on it. It accelerates like a production race car but has comfort credentials that make it a GT. It really makes the older car seem a bit crude."

Bolte's next comments reflect on how far the automotive world has come in four-plus decades: "I like the way the seats are cushioned. The ergonomics are so much better, where the steering wheel and pedals are placed, where the gearshift is. And the visibility is so much better to the rear.

"Yet there is a beast in this car," he concluded. "It is like I am revisiting that visceral feeling the R-model gives me but 45 years later. This car is a digitally re-mastered R-model Mustang. You could go out and race the thing!"

No sooner was I smiling at his declaration than Bolte burst my celebratory bubble. "Maybe we should get another opinion," he said. "Let's have Paul drive it."

"Paul" happened to be Paul Brown, an accomplished SCCA Pro World Challenge GT racer. He's also a Ford Tier 3 test driver and he holds numerous track records at places such as Mid Ohio, Road Atlanta, and Buttonwillow. And he's currently Bolte's hot shoe in the GT350 R.

Brown assisted when we photographed the two cars in Pomona on the old Examiner Grand Prix Race circuit. When the shoot was done and the GT350 R was put away, I threw Brown the keys. He went roaring off, pedal to the metal on the streets around his Tiger Racing facility.

He returned grinning like a kid. "When a car is fun," he beamed, "it is fun! This Shelby has a really nice balance with a very neutral feel. It gives good input so you make minor adjustments. It doesn't do anything it isn't supposed to do."

Then came the big question: Is it a spiritual successor to the GT350 R? "Yes," he replied, "but you don't have to manhandle it like the original R. That car is almost brutal; you have to muscle it around. This has the same balance and feel, and has that thoroughbred backing. It is docile enough that you could take it on a date. But if you wanted to take it to the track, it has that character too."

On the drive home, I couldn't help but reflect on how the whole Shelby story had come full circle since Shelby American settled in Las Vegas. Just as in the old days, Carroll has surrounded himself with talented lieutenants, some who have worked with him for more years than any of the employees during the 1960s.

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"We are a small company that I never wanted to get large," Carroll told me when we were comparing the two eras. "Shelby has the same kind of passion today with different employees than it had in the 1960s. It's different people with the same passion.

"Our passion is trying to build something in a business that a thousand people have tried and very few have ever succeeded in-to build something nobody else can build in a short period of time."

And now, thanks to the "Speed Shop," Shelby American can build you literally anything you can imagine. Including a spiritual street successor to the GT350 R.

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