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The Falcon arrived at the K&N Engineering race shop with faded white paint, a sad interior, the original inline-six, and a few holes not placed by the factory--rust. All of us on the build team took a long look to see what we were up against. On K&N's chassis dyno, the sick bird mustered a meager 48 hp.

On each Overhaulin' build, designer Chip Foose sees photos of the car beforehand, and you could tell he already had ideas on the project's direction. Chip and project manager Craig Chaffers assigned tasks at the kickoff meeting. Not knowing everyone's background, they asked for volunteers for each general area (bodywork, suspension, electrical, etc.). I picked interior hard parts and wiring because I'm pretty good with electrical and enjoy detail work.

Day one saw the car stripped to its basic form, while Foose sketched out concept illustrations so we could visualize our goal. Things went pretty quickly; then again, taking a car apart is always easier than putting it back together!

On day two, even more was stripped from the car, including the engine, glass, trim, and much of the faded paint. All the emblem holes were filled and the door handles were shaved. Foose is known for subtle details, and the Falcon got many. Shaving the bumpers meant welding the brackets on and welding up the bolt holes and marker-light openings. Using custom tooling fabricated by K&N's machine shop, new holes were stamped in the front bumper to fit modern PIAA driving lamps. Similar tools were made to stamp rear bumper exhaust cutouts. All this happened on just the second day.

By now the project's scale was clear. Fortunately, we had a good build team assembled. Representing K&N were John Hudson and Brad Beltinck from the Race Shop, Chris Bennett and myself from marketing, plus Jim Lunger and Kirk Swanson from R&D. Dave Shushereba, Tim Fleenor, Jere Wall, Rusty Ries, David Miles, and many other K&N employees helped out when needed. Additional team members included Summit Racing's Kirk Heinbuch and fabricator Shane Boulay.

In general, the shop was less crowded than you'd expect. There were always several people working on the car, but individual projects were done elsewhere--bumpers on one workbench, electrical on another, and so forth. The pace was pretty intense. With so much to do it was important to focus on your assigned task, but to also be available to help where needed. From time to time the cameras would focus on a particular job and it was easy to find yourself wanting to assist--making for some crowded scenes and, in some cases, a few too many hands.

Day three was a powerful one because Ford Performance Solutions delivered a new 347ci stroker small-block--an engine with almost 48 hp in each cylinder! It and a new Hughes Performance C4 transmission were set in place, more paint was stripped, rust was repaired, and driprails were filled before the car went to Doug Starbuck's Starside Design for final bodywork and paint.

Just because the body was away didn't mean the build team could kick back on day four. All the components that were to be reinstalled were cleaned, painted, or polished, while the stereo team sent by JBL Audio went to work on a system comprised of JBL amps and speakers and an Alpine head unit from Crutchfield. Meanwhile, Raymond Miller took the seats to his shop to stitch the white leather upholstery.

One thing everyone asks about is sleep. I knew the pace would be hectic, so I brought a camp trailer and someone else brought his RV so we had places to nap and clean up. I don't think I got more than 20 hours of sleep the entire week, and toward the end, the project could have gotten ugly with mistakes. Fortunately there weren't many. Probably the biggest setback was with the stereo installation. Things got rushed building the fiberglass speaker enclosure; it built up too much heat while curing, warped, and wouldn't fit.

Day five was similar to day four--cleaning and painting small parts. Huge Baer brakes were installed on a new rearend, and a host of parts from Summit, Dearborn Classics, and a several other manufacturers were unboxed and laid out. The guys at Inland Empire Driveline took measurements for the custom driveshaft, and we all waited patiently for the body.

A frenzy of activity began when the body came back on day six. We quickly went to work wiring the car, installing a Be-Cool radiator, and installing the suspension. Hollywood editing made some tasks look easier than they were. For instance, the factory steering column and shifter were modified for the C4 transmission. Getting the column in place seemed to take forever. After the camera came back to check on my progress for the fourth or fifth time, I was close to throwing the column across the room and was sure I looked like an idiot milking something that seemed so easy. It took three people to finally get the column in and operational.

There were a few electrical things we never checked beforehand, so during reassembly we didn't know if the windshield wipers and horn weren't working because we did something wrong or because they didn't work before. The factory wiring was pretty hacked up, and though we did get a couple wiring sets, the original under-dash portion had to be saved. Memory Lane brought out another Falcon to use for measuring and mocking up projects; I cannibalized a few wiring parts and dash internals.

Day six bled into day seven, and the Falcon really began to take shape. MagnaFlow Exhaust sent a crew to assemble custom pipes, the engine was fired for the first time, and the cabin was covered in DynaMat sound-deadening materials.