Donald Farr
Former Editor, Mustang Monthly
June 1, 2010
Photos By: Jerry Heasley

In November 1964, Charles Modesitt placed an order for a Rangoon Red '65 Mustang fastback. While most buyers chose the new fastback body style for its sporty looks, Charles and his wife Shirley had a more practical reason-they liked the fold-down rear seat because it provided a convenient place for their 3-year-old daughter, Carla, to sleep while traveling. Other than the C-code 289, the car had no other options, not even a radio.

You can't say that the fastback isn't well-equipped today. After Carla and her husband Jerry took possession of the car in 2004, they embarked on a full-scale restoration with the goal of upgrading the Mustang with modern equipment. Today, the once plain-Jane fastback is equipped with all the latest amenities, including a stroker small-block, five-speed transmission, power windows and door locks, tilt steering, and even a navigation system.

Carla remembers growing up with the Mustang. For 25 years, her father drove the fastback to his job at General Dynamics in Fort Worth, Texas. When the odometer rolled over to 125,000 miles, Charles bought one of the first Tauruses as his everyday driver and parked the Mustang in his car port. Carla remembers people knocking on the door in hopes of purchasing the fastback, but Charles' answer was always, "It's not for sale."

As a teenager, Carla learned to drive in the three-speed Mustang. "Once I mastered stopping, starting, and the 'clutch-on-a-hill trick,' Dad let me drive it alone," Carla says. "It wasn't long before I had my first fender bender, hitting a car in front of me. When I got home, Dad asked, 'Is the Mustang okay?' He could have asked about me first!"

In 2004, Charles decided to give the car to his daughter and son-in-law. Jerry remembers, "It had the original but faded Rangoon Red paint, and the engine was clicking and smoking when he drove it into our driveway."

Jerry took the car apart but was still undecided about whether to restore to original or rebuild as a restomod. He already knew that the original 289 had been replaced in the 1970s. Then, while checking out the restomod parts in a Mustangs Plus catalog, he and Carla decided to build the car to its original appearance but add modern equipment. Jerry began ordering parts from Mustangs Plus and Dallas Mustang, then delivered the disassembled fastback to Ronnie and Mary Killion at Lazy K Garage in Dallas.

As you can see from the specs, the finished product is something that Charles could not have imagined in 1964. From a plain fastback with no options, the car is now the ultimate in modern upgrades. Other than the white LeMans stripes and bumper-usable Shelby R-model front valance, the body maintains its classic fastback shape. Inside, however, is nearly every resto-modification available for a vintage Mustang, from a 401hp stroker with five-speed to all the creature comforts.

Coleman '65 Fastback

  • Rangoon Red basecoat/clearcoat with Performance White Shelby stripes; painted by JKL Paint & Body
  • Steel-reinforced Shelby hood with Ring Brothers hinges
  • Branda bumper-usable Shelby R-model front valance
  • Rolled fenders
  • Shaved bumper bolts, emblems, firewall, and dash tri-bar headlights with upgraded bulbs
  • LED brake and turn signal lights
  • Tin Man subframe connectors


  • Keith Craft 331 stroker-401 hp, 407 ft. lb. torque
  • TFS heads
  • Cobra intake with Holley 670-cfm carburetor
  • Ford Racing E303 roller cam
  • Cobra valve covers (tall versions), air cleaner, and oil pan
  • March serpentine pulley system
  • MSD ignition with 6,200-rpm pill
  • Hooker Competition Plus coated headers
  • 2 1/2-inch Magnaflow stainless steel exhaust system
  • 200-amp single-wire alternator
  • Holley chrome mechanical fuel pump
  • 3/8-inch stainless fuel line
  • Fuel Safe 16-gallon fuel cell
  • Adjustable motor mounts
  • Northern aluminum radiator
  • Spal electric fan


  • World Class T5 five-speed transmission
  • Centerforce clutch
  • Underdash RRS hydraulic clutch
  • Modern Driveline internal clutch slave cylinder
  • Remote Speed shifter
  • Aluminum driveshaft
  • Custom-width 9-inch rearend with Strange axles
  • 3.89 Ford Traction-Lok differential


  • Underdash RRS power brakes
  • '05 Mustang front disc brakes
  • Ford Racing rear disc brakes
  • Lokar console-mounted emergency brake


  • Pony Interior upgrade
  • Pontiac Fiero bucket seats with Infinity speakers in head rests
  • Custom console with engine start button, power window switches, and clock
  • Kenwood AM/FM DVD and CD navigation receiver
  • Infinity pre-amp mounted above trunk
  • Infinity subwoofer in trunk side panel
  • Dyno Mat-doors, headliner, floors, quarter-panels, and firewall
  • Reverse-activated rear camera
  • Trunk-mounted Optima battery
  • H3R Performance fire extinguisher
  • G-Force four-point racing seatbelts
  • Four-point back-seat usable rollbar
  • JME instrument cluster with AutoMeter Ultra Lite gauges and Ultra Lite II speedo
  • Old Air Products Hot Rod Hurricane air conditioning with dehumidified defrost
  • Electric Life power windows
  • Auto Lok power door locks with remote
  • Power trunk lock with remoteKeyless entry
  • ididit tilt steering column
  • Shelby steering wheel


  • Classic Performance Products front suspension
  • Unisteer power rack-and-pinion steering
  • Shelby drop
  • 1-inch sway bar
  • Street or Track roller spring perches
  • GT front springs less 1/4 coil
  • Five-leaf mid-eye rear springs
  • KYB GR-2 gas shocks

Tires and Wheels:

  • Boyd Coddington Sultan Old School wheels, 17x8 with 4 3/4-inch backspacing
  • BFGoodrich tires, 225/45-17 front and 235/45-17 rear

Misc Features:

  • '03 Mustang Cobra high and low horns
  • Under fender heater hoses and A/C lines
  • Hidden wiring
  • Summit wiring harness

Photo Gallery

View Photo Gallery