It was supposed to be an even-up trade-finished street rod for finished street rod. Denny Terzich Sr. of North Huntingdon, Pennsylvania, had a sweet orange-hued Wild Rod Factory 1937 Ford sedan (featured in the April 2005 issue of STREET RODDER) that just didn't spin his personal tach like it used to. So he went looking for something new, and found this 1941 Willys roadster in California.

The Dennis Taylor (now Impact Classic Reproductions) Swoopster-bodied car looked simply luscious in its PPG Vibrance Silver coat and come-hither red leather interior. Denny fell for the Willys, hook, line, and chrome shifter, and talked the current owner into trading it for his '37. Arrangements were made and the car was on its way to Pennsylvania. Unfortunately, the honeymoon didn't last much longer than the time it took to get the car out of the trailer. The Willys looked terrific on the outside but not so stellar on the underside. Ride and handling were less than optimal ("Buckboard would have been a polite way of describing it," Denny said.). The 350 Chevy/TH400 drivetrain looked like-and performed like-refugees from somebody's old farm truck. According to Denny, "The car looked like it was thrown together with whatever parts could be found."

The dream trade was looking a bit one-sided. But Denny had an ace in the hole-his son, Denny Jr. Both men were founding members of ProRides (www.goprorides.com), the Warrendale, Pennsylvania, shop with a well-deserved reputation for building cutting-edge rods and customs. Examples of ProRides' work include Denny Jr.'s 1956 Chevy (it won the Goodguys Street Machine of the Year in 2002) and the stunning SR61-the 900hp 1961 Ford Starliner ProRides built with Summit Racing in 2006.

The Terzichs could have turned the Willys over to Curt Ukasic and the crew at ProRides and had them fix what needed fixing. But with the shop filled to the rafters with customers' projects, the boys decided to redo the roadster themselves in Denny Sr.'s garage. Between the two of them, there was no lack of talent for putting the Willys right.

The Terzichs began the process by disassembling the entire car. The fully boxed, 2x3-inch tube frame was retained, as was the rear suspension, which consists of an Air Ride Technologies triangulated four-link with polished stainless steel bars, airbags, and shocks. The grease-covered third member in the 9-inch Ford rear axle was ditched and replaced with a 3.73-geared Currie 9-Plus.

The engine bay received its share of attention to detail, too. Since Denny could not keep the Willys' tired 350 running, it was pitched in favor of a new powerplant. The new 350 is based on a GM Performance Parts ZZ4 short-block with a hotter COMP Cams hydraulic camshaft. A Trick Flow Specialties Super 23 Street/Strip aluminum head sits atop each cylinder bank.

The biggest piece of eye candy is definitely the induction system. At first glance, it looks like traditional velocity stacks atop a sheetmetal intake, but closer inspection reveals an Edelbrock Performer RPM dual-quad intake and two 600-cfm Performer carbs sitting underneath a cleverly designed air cleaner. Props go to Denny Jr. for the fabrication and East Bank Machine for the machine work on the cool air cleaner.

Since the Willys bodywork was well done and the paint was a color he liked, Denny Sr. elected to leave well enough alone. He and Denny Jr. fashioned the chrome-plated side molding from half-oval solid brass stock to dress things up a bit. A lid was fashioned from fiberglass and covered with black Mercedes-Benz convertible top fabric since a roadster is not a roadster without a removable roof-not that the top comes off very often. "The top looked so good when we first put it on, I haven't had it off since!" explained Denny Sr. Can't say we blame him.

The upholstery job was also well done and left unmolested. ProRides did add a layer of Dynamat insulation to the floor, doors, kickboard, and trunk before reinstalling the red leather on the custom-built buckets and the doors. The Dennys made a shifter boot and ring to cover the hole in the console and added Auto Meter Platinum Series gauges. Lucky guy that he is, Denny Sr. gets to hold a new Billet Specialties steering wheel as he cruises.

Denny Sr. took his first drive in the Willys in June 2007 after five months' worth of work. He has taken it to several shows as well, including the Goodguys PPG Nationals in Columbus and the ISCA Show in Pittsburgh. But Denny has the most fun just cruisin' with his wife, Barbara.

And if you ask Denny if the dream trade was worth it, the big smile on his face will definitely provide the answer.