Mark Houlahan
Tech Editor, Mustang Monthly
September 1, 2013
Photos By: John Machaqueiro

He may have been but a 2-year-old toddler, but Charles Popenoe of Darnestown, Maryland, remembers the day in 1967 when his father pulled into the family's driveway with a brand-new '67 Cougar XR7. "I was hooked on Cougars from then on," Charles stated. The sleek lines of Mercury's new entry into the Pony Car market always caught his eye, be it riding shotgun with his dad or just riding his bicycle with his pals.

Charles' father drove the Cougar daily, including Maryland's sometimes bitter winters. Charles became the steward of the '67 XR7 when it was passed on to him as his first car upon graduating high school. However, the tired Cat didn't stay with him for long.

"When I got the Cougar, it had 175,000 miles on it and it was pretty beat. Being the typical teenager, I beat on it some more and rust finally took its toll when the shock towers collapsed. I then sold it for parts," Charles explained.

His father's Cougar had been sold off part by part, with Charles only having a bin full of bolts, clips, and brackets left over. Somehow, he knew he'd have another Cougar again. Perhaps this bucket of spare parts might come in handy? As luck would have it, Charles and a pal of his made a pretty decent profit off of reselling some Bruce Springsteen tickets (this was in 1985, well before the big companies selling tickets now). Charles and his friend would camp out overnight and buy as many good seats as they could afford when the ticket window opened the next morning. Most concerts were a break even deal or earned them a little gas money, but with the Boss coming to town, they were easily selling $15 seats (remember those ticket prices?) for $70-$80 each! When the dust settled, Charles and his business partner both had enough money to buy their dream convertibles. His pal picked up a '72 Olds Cutlass, while Charles rekindled the Cougar dream with a '70 XR7 convertible he found in Arlington, Virginia, for $1,700 via a Washington Post newspaper ad.

The drop-top Cat became Charles' college transportation. A little rough around the edges, the XR7 only got worse on the lean budget and attention span of your typical college youth. The Cougar ended up with oil pan damage and was even run dry of oil a couple of times, resulting in an internal engine knock. After five years of service, Charles decided it was time to put some money into the Cougar and pulled the engine for a full rebuild that he decided to perform himself. This was 1990 and Charles had trouble finding some of the parts he needed to rebuild the engine. Growing his new family, and helping grow his father's business as well (a unique product called Smart Bolts that have a built-in indicator to show proper tension), meant little time for the Cougar's engine rebuild and eventually the whole project got pushed aside for life's other projects, including moving into a new house.

In 1999, Charles found the Delmarva Cougar Club ( and became a member. It was through the DCC that Charles learned so much about Cougars and what it really took to build a car right. A "Marti Report" from Kevin Marti even showed Charles' XR7 convertible to be one of only 35 with a 351C/four-speed drivetrain. The club reignited Charles' flame and he got right to work tearing the convertible completely apart for a full restoration. However, the rust had taken quite a toll on the car and Charles came to the decision that he'd rather not learn to weld and perform bodywork on his own Cougar. He shelved the project once again and purchased another '70 convertible from a fellow club member to enjoy while he determined his path with the XR7 of his youth.

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It wasn't until 2005, when Charles was attending a DCC club event/track day, where he discussed his project with a fellow club member. That club member recommended that Charles seek out Tom Lawrance and his son Kurt of KTL Restorations, located in Danville, Virginia. Tom was also a member of the DCC and Charles discussed his XR7 convertible and his desire to bring the pile of parts back together as a flashy, bright-red drop-top dream ride.

"Tom came down to my house and picked up my now ‘basket case' along with a '69 convertible donor shell I was going to use as a donor car," Charles says. KTL dragged everything back to its shop, but due to other restorations, didn't slot Charles' car for another two years.

"I didn't mind much, it was out of my garage and the storage was free," said Charles when we asked about the delay in starting. Finally, once work got underway at KTL, the first bit of news Charles received was that the '69 was a complete loss and unusable. Charles found another donor in Texas, this one a '70 convertible with power windows, and KTL went and picked it up. Once the donor car was back at KTL, the project finally hit the ground running.

Charles' list of required updates included finishing the engine rebuild (with a 393 Probe stroker kit no less!), paint- and bodywork, swapping in the power windows and tilt column from the donor car, and adding a nice handling suspension with an iconic five-spoke wheel design at the corners. KTL also refurbished the interior in a two-tone red and white to go with the House of Kolor Candy Apple Red exterior—a big change from the original Green exterior/Ginger interior combination. KTL even built Charles a trick air cleaner housing to fit under the stock hood that utilizes two K&N square panel filters.

The stock four-speed Top Loader remained in the tunnel, but a Gear Vendors overdrive unit was added so Charles could enjoy top-down cruising with some measure of fuel economy. Oh, and that bucket of parts left over from parting out his father's '67 Cougar; well several of those parts made their way into the restoration of Charles' '70 XR7 convertible.

It would be another two years before KTL would finish the car, but the results speak for themselves. The House of Kolor paint gave the KTL crew some teething problems, but in the end, the color was exactly what Charles wanted. The red/white interior and white top are certainly "flashy," just like Charles wanted, too. Though the project would never have been finished without the long hours invested by Tom and Kurt at KTL Restorations, besides thanking the father/son duo for their fantastic restoration work, Charles also tells us his family's support and encouragement through the whole build was paramount.

"I could not have completed this project without the continuous support from my ever-loving spouse, Smriti, who encouraged me to keep pushing through thick and thin to get this car completed. I am fortunate that she loves fine-looking, fast cars almost as much as I do," Charles stated. Of course, the DCC gets credit for their help and teaching Charles all about Cougars too.

The Details
Charles Popenoe's '70 Cougar XR7 convertible
351C block (393ci stroker)
Internally coated with Glyptal
4.030-inch bore
3.850-inch stroke
Probe cast steel crankshaft
Probe H-beam forged steel 5.956-inch rods
Probe forged aluminum pistons
Edelbrock Performer RPM aluminum heads, 190cc intake runner
2.050-inch intake, 1.600-inch exhaust valves
Comp Cams hydraulic roller cam, 0.578-inch lift, 230 degrees duration at 0.050-inch lift
Harland Sharp 1.73:1 roller rockers
Edelbrock roller timing chain set
Edelbrock Performer RPM Air-Gap aluminum intake
Edelbrock Performer 750-cfm carburetor
Edelbrock aluminum fuel filter
Milodon 8-quart oil pan
MSD 6AL ignition, 8580 distributor, 8.5mm Super Conductor plug wires, and Blaster 2 coil
March Performance serpentine drive conversion
Griffin aluminum radiator and electric fan
Custom fabricated air filter housing with K&N air filters by KTL Restorations
Top Loader four-speed manual
Gear Vendors overdrive tailhousing
Centerforce clutch
Hurst shifter
9-inch Ford housing
Detroit Truetrac locking differential
28-spline axles
3.91 gears
Hooker ceramic coated long-tube headers, 17⁄8-inch primaries, 3½-inch collectors
Flowmaster 50-Series mufflers
2½-inch dual exhaust fabricated by KTL Restorations
Front: Stock style with Open Tracker Racing Products roller spring perches, 560-lb/in 1-inch drop springs, 1-inch Shelby/Arning style drop, KYB Gas-a-just shocks, 11⁄8-inch antisway bar
Rear: Stock leaf springs with Mustangs Plus Grab-a-Trak shocks, ½-inch antisway bar, TCP weld-in subframe connectors
Front: Stock disc
Rear: Stock drum
Front: Vintage Wheel Works V45 one-piece cast, gray center, 16x8
Rear: Vintage Wheel Works V45 one-piece cast, gray center, 16x8
Front: Yokahama AVID V4S, P225/55R16
Rear: Yokohama AVID V4S, P235/60R16
Restored by KTL Restorations in Danville, Virginia; white leather XR7 trim seats/door panels; red Auto Custom Carpets carpet; restored Rim-Blow steering wheel; Custom Autosound radio with iPod interface; stock power windows; 8,000 rpm Eliminator tach; tilt steering column
Stock Cougar XR7 body refinished in House of Kolor Candy Apple Red Metallic urethane over a silver base with three coats of clear by KTL Restorations in Danville, Virginia; white convertible top
KTL even built Charles a trick air cleaner housing to fit under the stock hood that utilizes two K&N square panel filters