1965 Shelby Mustang GT 350 R Competition HardTop

In 2012, a 1965 Shelby GT350R sold at RM Auctions Monterey event for nearly $1,000,000. Well, this mark is likely to be broken by an example that clocked the fastest speed for a 289-powered Shelby.

Considering that only 33 or 34 Shelby Mustang GT350Rs would ever be produced, each one is highly coveted, perhaps none more so than 5R538, and there would be plenty of good reasons as to why.

Production completed in 1965 by Shelby American, 5R538 would be first owned by Roger West. He would take delivery of the Mustang in early 1966 and would be immediately successful with the car earning the SCCA Southeast Division Championship that year. However, West would become enamored by another Ford, the GT40. As a result, West would put the Mustang to the side. Charlie Kemp, however, would just happen to see West at the wheel of the Mustang and would be greatly impressed by the car.

Charlie Kemp could put to rest the debate as to whether race car drivers are actually athletes. Racing cars by the time he was just 16, Kemp would also play a number of sports and would even play semi-professional baseball for the Hazlehurst Indians. However, it would be behind the wheel where Kemp's natural talent proved professional. Enjoying a string of unbeaten years in drag racing, Charlie would score a 2nd place result in his first SCCA regional event. This would come after his foray into baseball and eight years in the National Guard. By the mid-1960s, Kemp was competing against some of the greatest drivers in the world at the time and he would be looking for an opportunity to move up in power. It would be about that time that he would see West at the wheel of the Mustang.

The Shelby Mustang presented just the right opportunity for Kemp. Furthermore, West was willing to sell the car. So, in 1967, Charlie would head into the Foreign Car Center in Birmingham, Alabama and would come away with West's GT350R. Almost immediately, Kemp would take the Mustang and would enter a race in Montgomery, Alabama. In spite of blowing the engine, he would break the lap record. In spite of the setback, the performance would be all that Pete Hood needed to see.

Pete Hood is one of those legendary mechanics. He wouldn't just lend his services to anybody. He picked who he was going to work with, and, he certainly liked what he saw in Kemp. So Hood would come on board and would immediately set to work preparing the Mustang. Lightening the car, rebuilding the engine and tuning the suspension, Hood would take everything into account. Kemp would make up the difference. And, throughout '68 and '69 there really wouldn't be anything that would be faster than this pairing.

Starting in 1968, Kemp and the GT350R would begin a winning streak that would last seventeen races. Kemp and his Shelby Mustang owned the B-Production class. They would also own the speed record at Riverside. But this would only set the stage for a remarkable day at Daytona in 1969.

Kemp was leading the B-Production class, as usual, and therefore, had no need to fight with the A-Production cars, like the Corvettes. However, curiosity would get the better of him. It had been agreed between himself and Hood that he would keep the Mustang in the low-to-mid 7,000rpm range. However, as he found himself in front of one of the A-Production Corvettes he would keep his foot on it just to see where he stood against the 'better' cars. Down the long straight, there wasn't another car any better as Charlie would clock 184mph in the GT350R. This would not only be the fastest speed for a 289-powered Mustang GT350R, it would prove to be faster than any 289-powered Cobra! Furthermore, Kemp was able to pull away from the Corvettes down the straights. He would lose ground in the turns, but would be able to make it back up when they got to the straights again.

To say the Mustang and Kemp together were remarkable would be to fall short of the mark. In total, Kemp would start 54 races with the GT350R. He would managed to finish 42 of those races and 32 of them would result in wins. That is a winning percentage of more than 61 percent!

Such success meant other racing series came calling on Kemp. He would soon part with the Mustang as he headed off to Can-Am. Unfortunately, the McLaren M8C that he would drive would prove not to be the partner Charlie had grown accustomed. Therefore, he would purchase 5R538 back after about a year and would return to the track with the Shelby Mustang. The Mustang, back in Kemp's possession, would never head off to another owner.

When it was all said and done, Kemp and 5R538 would hold a number of lap records, in addition to its great winning record. Kemp just could not part with such a special automobile. Some time after coming into the new millennium, Kemp and Hood would partner together again with the task being to restore 5R538 to its former glory. Their intention was to restore the car to its former racing specifications. This would include retaining the original wood-trimmed steering wheel, pair of 22-gallon fuel tanks and even the signature #23 livery. What's really remarkable is that much of the original sheet metal remains to this very day, along with a number of other details that had been a part of the car back in the late 1960s.

As he had been in the days of old, Hood would be tasked with tearing apart and rebuilding the 289 engine. Amazingly, the car still has its original aluminum Cobra intake manifold with a Holley carburetor. Finished, the engine still snorts fire as it did more than 40 years ago and is sure to take any historic race by storm.

Complete with such finishing touches as a couple of Carroll Shelby signatures and the same 430hp engine that earned Kemp the record, 5R538 is certainly a rare opportunity of any kind. As Kemp states, 5R538 is 'kind of a magical car…' There would be no doubting this fact. And, such magical cars are capable of incredible feats. As a result, it has the opportunity to set yet another record.

Sources:
'Lot No. 147: 1965 Shelby Mustang GT350R', (http://www.rmauctions.com/lots/lot.cfm?lot_id=1063817). RM Auctions. http://www.rmauctions.com/lots/lot.cfm?lot_id=1063817. Retrieved 11 February 2014.

'Complete Archive of Charlie Kemp', (http://www.racingsportscars.com/driver/archive/Charlie-Kemp-USA.html). Racing Sports Cars. http://www.racingsportscars.com/driver/archive/Charlie-Kemp-USA.html. Retrieved 11 February 2014.

'1966 Shelby Mustang GT350R News, Pictures, Specifications and Information', (http://www.conceptcarz.com/vehicle/z11014/Shelby-Mustang-GT350-R.aspx). Conceptcarz.com: From Concept to Production. http://www.conceptcarz.com/vehicle/z11014/Shelby-Mustang-GT350-R.aspx. Retrieved 11 February 2014.

By Jeremy McMullen