Matt Stone
May 14, 2018
Photos By: Randy Richardson

Back in the day, the late great Carroll Shelby often summarized one particular meeting with Ford President Lee Iacocca as “So, Lee, you want me to make a race horse (the G.T. 350) out of a mule (the standard Mustang GT)?” Mr. Iacocca agreed that was indeed his marching orders to Shelby. It only made sense as Shelby and his merry gang of hot rodders, designers, engineers, fabricators, and racers had somewhat magically turned the outdated, engineless AC Ace into the Corvette-killing Shelby Cobra; nobody will ever accuse Lee Iacocca of not possessing crate loads of intuition about what car buyers wanted, and what sold cars. The “K-Code” Mustang GT, running a 271 horsepower V-8 and 4-speed transmission, was no slouch, but Iacocca and Shelby knew it could be something so much more; thus was born the original G.T. 350, developed and built in Los Angeles, California.

It was only logical that, shortly thereafter, Shelby and company decided to turn a new racehorse into a winning racehorse. So a small race shop was set up in a corner of one of the Shelby American buildings in Venice, California. The G.T. 350 was further tuned, fettled, and developed into a committed racing car; aimed squarely at the Sports Car Club of America’s B Production class. It featured a revised front fascia, sans front bumper, incorporating a pair of front brake cooling ducts. The Shelbyfied 306 horsepower 289 cubic-inch V-8 was hopped up as much as the rulebook would allow. And the rear window was reconfigured a bit to include a scooped out, reverse bubble shaped leading edge open to the cockpit. The resultant machine was officially called the G.T. 350 Competition, and later earned the nickname G.T. 350 R, often referred to as the Shelby “R Model.” Thirty six were built by a small group of Shelby mechanics, engineers, and fabricators out of that shop in Venice in 1965, and the G.T. 350 Comp positively made hash out of the SCCA’s B Production classes all over America, handily winning the national championship. These rare cars are among the most sought after, and valuable, early Shelby Mustangs.

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Whenever possible, the original K-code 289 block is retained but rebuilt and hopped up by the Texas-based Shelby Engine Company and make in the 440 hp neighborhood.
There is only one choice of wheel/tire combination—Torq Thrusts with fat Goodyears.

A young teenager from Ohio named Jim Marietta was among the group that built that first Competition model Shelby Mustang, and the 35 units that followed it; he began working at Shelby American at age 17 and for a time was the company’s youngest employee. He is proud of his time and tenure at Shelby American and went on to a distinguished career in other areas of the automotive industry. He maintained a strong relationship with Carroll Shelby, and stayed in touch with his old teammates from Venice.

Marietta, now 71 and technically retired, got a hankering to have a G.T. 350 Comp just like “he and the boys used to build back in the day.” He got to jawing the idea over with Shelby American’s chief designer Peter Brock, who agreed it wouldn’t be too hard to do based on today’s restoration methods and parts availability, and even offered to help Marietta with the project, welcoming Jim to build the car in a corner of Brock’s own shop in Nevada. An idea was born.

They further connected with mid-60s teammate Ted Sutton, and longtime Shelby historian and Shelby American Automobile Club majordomo Randy Richardson, and branded themselves the Original Venice Crew (OVC). The goal was to make the reborn G.T. 350 Comp as faithful and authentic to the original ’65 as they reasonably could. “There was never any interest in building a modern restomod with a 6-speed transmission, fuel injection, or computerized anything” comments Marietta, although a few concessions were made in the name of enhanced safety measures. Plus Brock chimed in with his desire to give the new car a few of the improvements he’d dreamt up for the original back in the day, but never made production in time, due to Brock’s temporary assignment in Italy and a shop relocation at Shelby.

These enhancements don’t in any way diminish the period perfect flavor and makeup of the car, but only serve to make it the best it could have been in 1965 if the original vision had been fully realized. Among them is an independent rear suspension that Ford had begun developing early on for the Mustang, but was nixed last minute due to cost. Also Brock designed a (to most eyes) better looking and aerodynamically efficient front fascia with much more effective brake cooling ductwork than the original. Brock wasn’t pleased with the original “humpdeck” rear window so the rear glass has been mildly reconfigured in the name of better outward visibility and improved aero. Another Brock mandated update is the addition of the Plexiglas sail panel windows that ultimately showed up on all ’66 Shelby Mustangs in place of the ‘65’s vented gills or the Comp’s metal blockoff plates that replaced them. It’s a handsome design touch, and improves the driver’s rearward visibility. Safety enhancements include up-to-date multipoint racing belt harnesses and a foam-filled fuel tank, making use of a hand-welded and modified original tank and quick fill cap and splash guard, NOT by resorting to a modern fuel cell or square edged aluminum racing tank which would work fine, but just look wrong. Other than that, Jim’s car is about as 1965 as it can be made.

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Rick Titus wheeling the G.T. 350 around The Streets of Willow Springs technical course.
The Original Venice Crew is, from left to right, Peter Brock, Randy Richardson, Duane Carling, Ted Sutton, and Jim Marietta.

The Crew began to wonder if more folks would want one, so they developed a business plan and took it to Shelby American, to see if the mother shop would be interested in licensing, producing, and selling a limited production run of these born again Shelby Comp cars. The answer was of course yes, so room was made in the current Shelby Los Angeles property, which formerly housed one of Carroll’s offices and his Goodyear tire distributorship warehouse. The OVC shop was set up and flavored to resemble what it may have looked like back in the day, including Carroll’s desk and certain ephemera, although outfitted with much more modern equipment than the boys had back in ‘65. A few young gun mechanics and fabricators were hired, and the Original Venice Crew was in business, fully authorized by Shelby American and licensed by Ford Motor Company. As with the original, only 36 OVC Shelby Comp Mustangs will be built, and now each one is built to order.

Each and every OVC Comp transformation begins with the acquisition of a genuine, 1965 K-Code Mustang GT 2+2, the same model as all the originals were built from. That means a 271-horse, solid-lifter 289 cubic-inch four barrel carbureted 4-speed Mustang. They could have built the cars based on all new, aftermarket steel body/chassis, but then it wouldn’t have been based on a real Mustang as the originals were, and wouldn’t have an authentic Ford Vehicle Identification number, which could cause registration and licensing hassles in certain US states and in some other countries. So to build a real car they begin with a real car. Marietta comments that “some of the cars we’ve sourced are very nice, and seem almost too nice to tear into a million pieces and restore; others are tired and worn but authentic.” No OVC Comp buyer need fear that his car was born as a 6-cylinder, automatic trans-equipped Mustang. Only verified K-Code fastbacks need apply.

Each car destined for the OVC rebuild is inspected down to the last detail, and then stripped to the nubbins, prior to a serious visit with a media blaster to strip it of all paint, undercoating, filler, or rust. Marietta adds that “many of the cars have ended up needing replacement floors” after more than five decades of exposure to who knows what climates and conditions. Any other rot or damage is fully addressed with new steel. If the original engine block is still solid and viable, it will be fully rebuilt so the car can retain “matching numbers” status. The engine is then built up using the most authentic race-worthy internals as possible, although the original cast iron heads are replaced with new aluminum units; the Texas-based Shelby Engine Company accomplishes the engine builds. The original G.T. 350 comp motor might have been good for 350 horsepower, but these OVC fortified 289s crank out 440. The transmission is a Borg Warner “side loader” 4-speed manual, the carburetor an air filterless four-barrel Holley, and every bushing and bearing in the car is all new. The original speedometer and dash binnacle are replaced with a racy array of period looking Stewart-Warner gauges. The wiring harness is also new, and likely lighter than an old production street spec piece, since the new electrics don’t need to make way for things like air conditioning or a heating system. The OVC team offers the customer’s choice of a wide open racing exhaust or a vestigial (meaning short and loud) muffler system that exhausts out the side of the car just forward of the rear wheels. IRS equipped OVC Comps run solid rotor disc brakes all around, and if the customer wishes to have an even more production proper live axle rear suspension, they get drum brakes aft, as it was back then. For rolling stock, each OVC car gets American Racing Torq Thrust D wheels and high performance Goodyear rolling stock. All road-required head and taillights are present and accounted for. Don’t even ask about power steering, power brakes, Bluetooth audio, or (for soothe!) an automatic transmission.

The cars aren’t designed or intended as show cars or trailer queens, but the fit, finish, paint, chrome, and overall build is show quality, surely to a much higher standard than could be delivered in 1965. Resplendent in Wimbledon White with twin dark metallic blue Shelby Stripes, the look is compelling and decidedly old school. Brock’s design graphics that were so perfect in 1965 still are today, the car’s stance is purposeful, with just the slightest rake, and all business.

The doors remain fully functional and open as normal, so entering and exiting the car is easy; it is equipped with a substantial roll bar structure, but not a full cage that impinges on the front seat area. You fire it up almost as you would any other ’65 Mustang, but in this case you first ensure that the master power switch is on, and then give it a little throttle pedal and turn the key. After a few cranks, the fortified small-block Ford lights with a healthy blast out its dual pipes, and takes a bit of warming as it has no choke (or electronic fuel injection warm-up cycle). Throttle response is very crisp, the engine arcing quickly in response to your right foot. Depress the somewhat heavy clutch, select first through the standard Ford 4-speed shifter, modulate the throttle, be smooth off the clutch, and your away.

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Want a new Shelby G.T. 350 Competition? Now you can buy one, though the price for entry is $250,000. That does give you a fully restored Mustang with all the Shelby bits and a Shelby VIN, plus instant cred at the track or cruise night.

The first thing that strikes you revving up through first and second gears is the glorious sounds this car happily produces. The short dual pipes bark and snort with the baritone voice only an uncatalyzed, Yankee V-8 can have. And this car pulls long, strong, and hard through the lower gears, you’ll feel how well it balances high rpm power and low end torque in a way that few high strung racing engines can do. While it won’t rev quite like so many overhead cam engines can, it’s safe to run shifts up to 6,000 rpm (and maybe a smidge beyond), as the engine is so precisely balanced and assembled it can take more stick than just any old Mustang can. Our venue for this drive—The Streets of Willow Springs—is relatively tight and technical, boasting a few medium length straights, so it’s a third and fourth gear track all the way, and it’s particularly satisfying to snap off quick 3-4 shifts and equally so to manage heel-and-toe 4-3 downshifts with a growling throttle blip in the middle.

As you might guess, given that there is no power steering or brake assistance, the driver inputs are heavy—and you’d be correct. Heavy and manual, yes, but not without feel or communication. There’s no one-handed driving of this car through any corner (as there should not be with any car, particularly on a race track) but the steering loads up nicely in the corners, and gives you good communication about what the tires are up to. Given enough throttle and ham-fisted driving, you can certainly induce some serious oversteer, but with smoothness as both ends of the car grip solidly and can be leaned on quite a bit. The IRS certainly helps here; the car is generally neutral and trustworthy, and very solid feeling, utterly ‘60s racecar-like and barrel of monkeys fun to flog. The ride quality is also quite palatable, considering the car’s mission. The old style Ford shifter works well enough, and the clutch is relatively smooth on the uptake. You’ll want to lap this thing until you run out of gas or at least until your arms and legs do.

Marietta and his team are very clear about what this car is and isn’t, but the buyer does have a few choices that he or she can specify to make it absolutely their car. If you want your car more purely old school, you can have the older style front fascia and rear window treatments, even if they are a bit less efficient. And if you prefer a live rear axle and leaf springs out back, you can have that too. If you’d rather have a brand new aluminum engine block instead of cast iron, the Shelby Engine Company can also provide that for your OVC build.

Some naysayers will certainly grouse that it can’t be a “real” G.T. 350 Comp since it wasn’t built in 1965, nor based on a ’65 G.T. 350. OVC makes no bones about this being a reborn, continuation product. Recall that the original G.T. 350s were built up out of K-Code Mustangs, as is this one. Furthermore, the cost would likely double (or more) if the OVC Comps were built out of period G.T. 350s, plus imagine the hue and cry from the collector community if original, built-in-1965 G.T. 350s were torn apart, restored, and modified into an OVC comp. Remember that the car doesn’t know all that “mumbo jumbo” talk, and when you’re out there muscling an OVC through a corner, or banging gears through the 4-speed, you won’t know or care either. It is what it is, and Marietta and company have done everything they can do to make it a legit car, and are completely transparent about the program and process.

Given that the car has a full Ford VIN, an exhaust system instead of open pipes, and fully functional lighting, it can be registered anywhere and legally street driven, although you may consider the aftermarket addition of power assisted steering which is not a factory option from OVC, if you plan to travel much in it or just tool it around the street.

At what cost is this old school speed, beauty, and historical connection? About $250,000 depending on your equipment choices, which only vary the pricing a few dollars here and there. Remember that this is a complete ground up restoration using countless piles of new parts, built at Shelby American and authorized and licensed by Ford, and your car will be a serialized member in a club of only 36. There’s little doubt you’ll be the envy of all you meet at the vintage races, open track days, or your nearest cars & coffee cruise in. Learn the rest at OVCMustangs.com

Words and photos by Matt Stone and courtesy Randy Richardson, Shelby Original Venice Crew