It's a story we have all heard at one time or another. A guy walks up to a car, looks it all over, and then begins to moan and groan about how he should have never sold the one he owned. For Billy Winburn of Crestwood, Kentucky, and his '37 Ford two-door sedan, it's a 30-year saga that could have suffered a similar conclusion if it wasn't for a trusted friend.

Our story begins in the early '70s when Billy (class of '70) spotted a '37 Ford Standard with a "For Sale" sign parked out in front of a country store in Floydsburg, Kentucky. Each time Billy passed the '37, he imagined what he could do with the car until one day he stopped and checked it out. The gloss black Flatback was fully restored, and dead sharp except for its interior.

Billy paid the old guy who restored it 1,000 bucks, and then drove it home to his parents' house. In light of the fact that Billy also had a Hemi-powered, chopped and channeled Model A coupe at the time, Billy's dad wasn't really impressed with what happened next. Along with good friend Donnie Whitaker, the cherry Flatback Ford was stripped right down to its bare frame. The 'rails were boxed and crossmembers were added. Typical of a '70s chassis setup, the front suspension comprised a 4-inch dropped I-beam on buggy springs with a '67 Chevy II differential in the rear. The '37's top was chopped 4 inches with the driprails retained by newly met friends Jack Huber and Charlie Sneed.

At about this time Billy made another new friend-her name was Terry. The two dated and it wasn't long before they were married and everything was great, except for the money. Reluctantly, the '37 Ford Flatback had to be shoved to the backburner. Things got to the point where Billy had to "flip" the Ford for some cash. He sold the '37 as a roller to a friend under the agreement that if he ever went to sell it, Billy had first dibs.

Years went by and the chop-top '37 Ford eventually faded deep into Billy's memory. As a couple, Billy and Terry prospered and Billy was once again able to indulge in street rodding. With the intentions of never selling it, Billy put together a Pro Street '41 Ford coupe and then proceeded to run the wheels off it. Then one day in 1998, he received a phone call from the old friend who bought his '37. True to his word, the friend informed him he was going to sell the car. Billy didn't have to think about it twice, and bought the car back in an instant.

Unable to juggle both rods financially, Billy sold off the Pro Street coupe to fund the long overdue completion of his Flatback Ford.

For Billy it was an exciting dj vu experience as he pulled the '37's body off its original 'rails and readied for a new chassis. He turned to Kevin Weekly at Fatman Fabrications for some expert advice on what would suit his intentions best. The decision was to use a Fatman narrowed ultra-low chassis with its standard 2x4-inch mandrel-bent 3/16-inch wall tubing. The only modifications Billy made to the frame were to allow for a pair of ShockWaves in front. He ran airlines internally through the frame connecting to an Air Ride Technologies air compressor and pressure tank in the trunk. In the center console next to his power window switches rests a pair of two-pole switches and air pressure gauge to control and monitor the ShockWaves' 4 1/2 inches of suspension travel.

Internal lines were also utilized in front to feed a pair of 11-inch GM disc brakes mounted on the Fatman Mustang II spindles. In the rear, stop and go chores are handled via 10-inch drum brakes mounted on a 3.55:1-geared '74 Maverick 8-inch rearend equipped with an Auburn Pro posi.

Billy credits Mark Campbell and Dave Sacs at Street & Performance "for helping an old country boy go high-tech." Before blueprinting the '94 LT1 Corvette Gen II engine with matching '97 Z28 4L60E four-speed automatic transmission, Street & Performance ground the block and tranny case entirely smooth for paint. Through the grille and into the doghouse there isn't a lot of room for air circulation. Allowing for increased cooling demands, a 1,600-cfm SPAL fan pulls air through a Walker Z-Series four-row radiator as it receives coolant from the Gen II's beltless reverse-flow water pump.

Inside the top that Charlie Sneed helped chop over three decades ago lies a full suede and leather custom interior by his son Larry from his shop, Sneed's Custom Interiors in Brooks, Kentucky. Interior hot and cold air is directed from Billet Specialties vents blasted from a Vintage Air Compac HCD system.

Prior to sending the '37 over to Jim Brannon in Memphis, Indiana, for bodywork, Billy made light buckets and then dropped in a pair of Mercedes Benz 300E headlights. From Jim Brannon's shop, the car was returned to Brooks, Kentucky, for Lee Whitaker to shoot it in Sikkens 8555 Black and clear. Robbie at William's Custom Paint, in Crestwood, Kentucky, shot everything on the '37 done in Prowler pearl purple-including the frame, motor, and trans.

Reunited after 30 years, Billy Winburn now has two keepers in his life ... his loving wife Terry and his '37 Ford two-door Flatback.