A rare K-code 1964 Ford Fairlane 500 gets refreshed for the street

This Fairlane rolled off the line about five days before the Mustang made its debut. Perhaps gearing up for that new car caused some shortages for other models. How else do you explain that this Fairlane came with a 1963-type interior and a too-long driveshaft?

It's not as though the intervening years are a great mystery. Current owner Don Antilla, of Southbury, Connecticut, acquired the car only in early 2020. He's known of it since 1966, though he didn't finally get to see it until very recently. He'd been bugging its second owner to sell for more than 54 years, but that fellow, Mario Muollo, was more interested in street racing the solid-lifter Fairlane than restoring it or selling it. He finally stopped driving it around 1993 (the last date attested to by old New York registration stickers), but kept it in dry storage as a potential project.

Mario tweaked the car to better fill its role for him. A Cobra Racing Kit was fitted, including a Holley carburetor. Other additions included a tachometer, Stewart-Warner accessory gauges, capacitive ignition, traction bars, and an alternator. The alternator shows that Mario took pride in his work—he didn't simply hack together an installation using the parts left over when the generator was removed. Instead, Mario tracked down the proper pieces from a 1965 engine and installed them.

We even know a little bit about the first owner, who specified the K-code, High-Performance 289 V-8, the four-speed, and even the steep 4.11:1 gearing. It's exactly the kind of hot rod build the Sport Coupe name would imply, though most received far tamer 164-hp 260s or 195-hp 289s and automatic transmissions. The Hi-Po Sport Coupe was his for a very brief period—supposedly because his wife twice got it crossed up on the street after accelerating just a bit too hard. Neither of these men has any recollection about changing the interior, the driveshaft, or even the oddly upside-down pads on the brake and clutch pedals. We can only assume that means they're original. We can even posit explanations, to a certain extent. A leftover 1963 interior would fit right into a 1964 Sport Coupe, and who was likely to notice? Certainly, Don didn't, until a friend who is more into '63s pointed it out to him—a deviation code on the trim tag tracks with the substitution.

The driveshaft was discovered even more unexpectedly. When Don went to replace the rear U-joint, he discovered that there was virtually no clearance between the yoke and the pinion—he had to disassemble one of the bearing caps to get the joint in place! It turns out the 1965 Fairlane received a ½-inch increase in wheelbase, to 116 inches, by moving the rear back on the springs. It's said the change was made with an eye toward potential NASCAR competition and that some late 1964 cars had the extended wheelbase themselves. Don's doesn't, but it received the longer driveshaft anyway.

Nearly three decades in dry storage had kept the Fairlane in good condition. It was initially going to remain a survivor car. Instead, the ex-racer got a driver-level rehabilitation that mixed preservation with restoration.

Don, a retired Sikorsky Aircraft avionics engineer, has a penchant for detail and likes things to look factory. That means that when he sat down to plot out this restoration, he had to do some hard thinking to decide what from the car's history would stay and what would go back to some earlier state. Ultimately, the factory hiccups were retained, as was the Arvinode exhaust system that was installed as a part of Mario's street racing days. Nothing that was stock and still serviceable was meddled with.

At first, Don had in mind far less in the way of restoration work.

"I originally thought it could be a survivor, but it was just too far gone. The paint was rubbed through and mild surface rust was starting. Within two weeks, the plan changed to resto: driver level."

Looking at the end result, you might be hard pressed to believe that this is what he calls a mere "driver level" restoration. The well-kept parts blend in with the restored pieces and the whole thing has the mellow air of a nicely preserved original.

Don began by pulling the front fenders and trim off the 57,829-mile Ford. The car's racing career proved a boon to its preservation, as it was parked in the winter instead of seeing the Northeast's notoriously salty roads. Don notes that only a single bolt gave him any trouble; the rest came out like they were supposed to and were reused where appropriate. AMK provided replacements where they were required.

The chassis needed virtually no attention, just cleaning. "I barely even brushed the road dust off the sound deadener," he says. The car had never been undercoated. Where the cleaning revealed the need for some touchups, Transtar red-oxide primer was given the nod as the closest match to period Ford factory materials.

To handle applying driver-quality paint, without overdoing it, Don was looking for something a bit different than typical collision-repair-type work. Thankfully, he found painter Dwayne Connor willing to moonlight, and Classic Coach in Southbury willing to let him use the facility after hours. The Silversmoke Gray paint is visually interesting yet conservative. It looks blue, gray, or green, depending on the scenery. Dwayne got the four coats of base and three of clear to flow out just right. The result has a sheen convincingly evocative of Ford Diamond Lustre Enamel.

While the car was being painted, Don sent the bumpers out for replating and set to work restoring the car's trim and other detail parts himself. Perhaps his masterpiece was the steering wheel, which had suffered from considerable cracking. He used a hacksaw and file to vee-out the cracks and utilized J.B. Weld as filler, shaping the cured epoxy with dental picks and sandpaper on a dowel in a process he described as "very time consuming." Dwayne sprayed the end result and, if anything, it may look better than factory.

Don also supervised rehabilitation of the engine. Ford changed its transmission bolt pattern in 1965 and the supply of early, "five-bolt" 289 blocks isn't as large as the later "six-bolt" blocks. Don was keen to preserve his original, and he entrusted it to Carlquist Competition Engines in Oakville, Connecticut.

The initial assessment was good, with the engine healthy enough that it could probably have remained in service. "Better safe than sorry" as Don puts it, so the engine was pulled down for a thorough inspection and then treated to a conservative, 0.0150-inch overbore. A set of Chevrolet intake valves, added during the racing years, was removed from the head and replaced with Manley units. A mild porting job was noted with pleasure.

Don had already made the decision that the Cobra Racing Kit would be removed, but Mario had misplaced the original carburetor. At first, Don despaired of finding the correct unit, an Autolite 4100, but then recalled that for years he'd made a habit of buying those carbs whenever he had encountered them. His collection turned up two candidates for restoration, and one even had the correct date codes for this car.

The restored carburetor now sits under its correct, open-element air cleaner and above the car's original stamped-steel valve covers. The factory decals (two, when most sources agree there ought only to be one—as we said, it's a bit of an odd car) were masked off and the covers were sprayed metallic gold—twice. The first formulation was a bit too sparkly and when research established the correct paint mix, the mistake was rectified.

Reinstallation of the generator equipment required some reconstructive surgery to the wiring harness, but Don's repairs were so unobtrusive, they disappear behind a bracket. Thankfully, the shapely original Hi-Po exhaust manifolds had never given way to headers, so they were reused.

While the engine was out, Don had Bob Cuneo, whom he describes as "a master welder and fabricator," repair some non-factory holes in the car's firewall, added during its racing days. Offsetting those repairs, he was pleasantly surprised to find "not a single body panel out of line." Well, the trunk lid was slightly tweaked, but Don speculates that it was probably that way from the factory.

All this attention to detail might not seem to square with the stated goal for the restoration, but, true to the "driver" characterization, Don doesn't hesitate to pilot the car one bit. Although it looks ready for the show field, he drove it wherever we asked when these photos were taken, and even volunteered to go down dirt farm roads with it.

Between riding in the Fairlane with Don and following it around, we can fully understand the appeal of a car like this. The red '63 interior, deep cleaned and partially restored by Don, bespeaks an excitement about driving that you don't see in the average midsize these days. The new dash pad, provided by Rhino Fabrications in Bend, Oregon, "fits flawlessly," Don says, and adds with pleasure, that when an earlier piece proved mismade, the company stood behind its product.

It's noteworthy that the Fairlane is quiet inside. You can hear the exhaust, certainly, but you can also have a conversation. Things are a lot noisier for the car behind you.

The Hi-Po 289, cammed to within an inch of raucousness (and dyno-proven to produce 292 hp), sounds great through the Arvinode exhaust system—daring, but not obnoxious. If the first owner was a family man, we can understand why he skipped it to preserve a civilized exhaust note, but we also understand Don's decision to retain it. It really emphasizes the "Sport" in Sport Coupe.

That Arvinode system is an interesting piece of equipment. It was more famously used later on the Mustang, though obviously reproduction pieces for the pony car won't fit the intermediate. While the original Arvin-supplied pieces were still on the car when Don began the restoration, they were just a bit more crusty than he cared for.

To see about getting some fresh pipes, Don called up Waldron Exhaust in Centreville, Michigan. The company already produced Arvinode systems for the first-generation Mustang, but despite an extensive search, it had never managed to find an original Fairlane Arvinode system to clone. Don happily provided his exhaust to copy. Now his car wears a reproduction Arvinode system and the company will provide the parts to fit any 1963-'65 Fairlane with a V-8.

Now that it's done, Don is ready to start enjoying his driver-level Fairlane. We know he's been waiting 54 years to own this car—he even turned down another in the meanwhile—and we think that he will be pleased. The attention he's given it, combining just the right parts of restoration, preservation, and modification, with an emphasis on getting the details right, would do pride to any garage.

OWNER'S VIEW

My mother had a '64 Galaxie 500/XL with a 390 and I knew what a '64 Fairlane was. I loved that body style. My brother told me about Mario's car, and I said, "Bob, I want the car." I didn't care what color it was—I knew that it was a four-speed and I knew that it was a Hi-Po. The funny thing was those cars were not in high demand back then. Everybody had their minds on the Mustang. The Fairlane had the K-code earlier, but they just weren't paying attention to the Fairlane as a really hot performance car. A lot of us, me included, were really focused on 406s and 427s. When you went to the gas station to look at a guy's hot car, if it wasn't an FE, it didn't seem right. But the Fairlane, it's just the right size. This is a fun car to drive! —Don Antilla

1. The car bore considerable evidence of the quest for acceleration. The Cobra Racing Kit, shown here, is a nice "Day Two" piece. After the engine was returned mostly to stock, the ported cylinder heads proved up to the task of making 292 horsepower.

2. Plastic and the color red are both notorious victims of sunshine. To rectify the situation, Don replaced the dash pad with a reproduction from Rhino Products and rebuilt the steering wheel himself with J.B. Weld epoxy (see text).

3. With less than 58,000 miles on the odometer—many of those from stoplight to stoplight—the chassis was judged up to further service. Don elected not to fix what wasn't broken and contented himself with cleaning and detailing most of what was there.

4. The high-rise aluminum intake and Holley four-barrel of the Cobra Kit had been on the car for so long, the original pieces had gotten lost in the shuffle. Thankfully, Don had a stock carburetor salted away. It was restored by Don Brown, in North Carolina.

5. Unusually, both valve covers on this car bear decals. Each was carefully masked when the valve cover was refinished. Off-the-shelf paint has more metallic than the original Ford stuff, so Don did his research and had some custom mixed.

6. The Arvinode exhaust was an option not originally ordered on this Fairlane, but added by its longtime second owner. Turning that system over to Waldron Exhaust meant that not only Don, but now any 1963-'65 Fairlane owner, can install the system.

7. Spring clamps used on the assembly line have a distinct look that is tough for the restorer to replicate. Don had his own clamps cut and then pre-bent in a brake. The result was easy to install cleanly and replicated the Ford design visually.

8. The well-preserved sheetmetal deserved good protection if the Fairlane was to attain driver status. Dwayne Connor, a local paint-and-body man, was the enthusiastic applicator of the paint who agreed to take on the project in his evening hours.

9. The red, white, and blue stripes on the Sport Coupe sail panel trim are notoriously difficult to repaint properly. To take the chance out of it, Don found a decal maker online and gave him exact dimensions to work from in making reproductions.