Tim Drain of Coal Valley, Illinois, is no stranger to performance Pontiacs. A retired journeymen painter for his local union, the now 66-year-old tells HPP, "I was always interested in Pontiacs. My dad owned a beautiful '62 Bonneville, and when the GTO debuted in 1964, I was very aware of it, but I had a family and needed practical transportation. A GTO was out of the question."

Though Tim continued to drive Pontiacs throughout the years, he never totally lost his lust for '64 GTOs and passed that onto his son. "My son, Tony, had a '73 LeMans that he drove daily while attending high school," he adds. "He also had a Marimba Red '64 GTO he sold when he began college. After graduating, he started looking for another and found a Grenadier Red '64 GTO in California. We restored the car together, and I began attending shows with him, and really enjoyed talking with fellow hobbyists."

Then-19-year-old Berton Hatfield of Fairfield, Iowa, was also smitten by the '64 GTO's prowess, but unlike Tim, Berton didn't have family obligations to keep him from purchasing Pontiac's newest entry in the performance-car market. On January 27, 1964, he took delivery of a Starlight Black '64 GTO. Essentially a stripper with only a handful of options, including a four-speed manual transmission and a Safe-T-Track differential, Berton's hardtop model retailed for just under $3,350.

Local legend lends that he was somewhat of a hellion on wheels. It's said he drove the GTO exceptionally hard. The possible myth turned to fact on April 14, 1964: While trying to evade local law enforcement at a high rate of speed, Berton lost control of the GTO and exited the pavement, causing it to roll nine times before coming to rest on its wheels, according to witnesses. Miraculously, he and his female passenger escaped without serious injury, but his relatively new GTO was a total loss with just over 8,400 miles on its odometer.

The Next Owners
Fred Flinspach, a lifelong farmer in the Fairfield area, amassed a large collection of wrecked vehicles with plans of rebuilding each in his barn. He acquired Berton's damaged GTO on May 25, 1964, quickly replaced its bent frame, and began installing new replacement panels he bought for it. Like many other projects before, this one stalled, and the GTO sat dormant for the next four decades.

In 2004 after Fred passed away, his family approached Mecum Auction to sell the tractors, vehicles, and N.O.S. parts he had accumulated over the years. "My longtime friend Larry Flowers lives in West Burlington, Iowa, and saw the auction billing in his local newspaper," recalls Tim. "Knowing of my interest in cars, he suggested we venture out to the farm to see what was being offered."

Upon arriving at the preview, Tim was astonished at what he found-there were at least 250 vehicles in various conditions, five of which were '64 GTOs. "There [was] also a ton of new and good used parts that Fred had purchased to repair the cars in the collection, but most anything that wasn't bolted onto a vehicle was auctioned off separately. I was very excited and immediately went to the bank to free up some funds," he said.

Taking Inventory
With the intent of buying a GTO to further his son's project, Tim says, "I knew the black GTO had only 8,400 miles on its odometer, and it was complete, so I bought it planning to part it out, saving the good pieces for my son's car. It included N.O.S. doors and boxes of small parts.

"Once I got it home and started disassembling the car, it just screamed 'restore me.' I considered how much I enjoyed attending shows with my son and thought the GTO was worth restoring, so the project began."

The Starlight Black finish on the GTO's right quarter-panel, roof, and trunk area remained glossy, but the hood and decklid were damaged and therefore replaced with used units that came with the car. N.O.S. doors were in their original primer and had a slight amount of surface rust, but the car was otherwise rust-free. "My daughter lives in Arizona," Tim says, "and during visits to that area, I'd often visit local salvage yards searching for rust-free sheetmetal and trim. Among what I found was a pair of rust-free front fenders and a nice front bumper."

The Restoration
Father and son completely disassembled the GTO and delivered a rolling chassis to D&H Body in Green River, Illinois, where the body shell was separated from the frame. "We took the frame home for detailing while D&H repaired and refinished the body," Tim says. "It was stripped to bare metal, and the spot welds that fastened the left quarter-panel, roof, and firewall were drilled, the pieces straightened or replaced with rust-free sheetmetal." The repaired body was then covered in high-build primer, and the exterior refinished with several coats of DuPont Chromabase Starlight Black and high-gloss clear.

While the bodywork was being performed, Tim had the frame powdercoated by House of Powder in Standard, Illinois. "All of the original suspension components were powdercoated, too, and we added new rubber bushings," he says. Once the framework was complete, it was sent back to D&H for reuniting with the body. Tim and Tony then brought the GTO home for final assembly, which included reinstalling the original engine and transmission.

The Drivetrain
As with on other cars in his collection, Fred's son routinely removed the 389's spark plugs, oiled down its cylinders, and spun it over by hand. "I feel this is why the engine wasn't frozen when we purchased it," Tim says. "In fact, it fired right up when we tried starting it before tearing the car apart, but we found that one cylinder was down on compression, so I removed the heads and had them checked. We had to replace a set of valves due to moisture damage."

Knowing the engine sat for nearly 40 years, Tim was concerned that the original rear main seal had shrunk with age. "I thought it would leak oil after sitting for long, so we raised the crankshaft only high enough to replace the rear main with a modern unit. The engine is otherwise completely untouched and retains its original spark plugs, wires, and contact points set. Like the rear axle, the transmission was thoroughly cleaned and filled with fresh lubricant, but both remain completely original."

The Finishing Touches
Tim tells HPP that the GTO's black, vinyl interior is also original. "Though the seats were stored indoors, the carpet was left in the vehicle while it sat and had acquired a distinct barnyard odor. Also, the factory-installed headliner was torn, so both pieces were replaced with reproductions. Berton and his friend must've been drinking soda pop or malts during the rollover, because we had to clean something off the seats. Everything was otherwise exceptionally clean."

Fuel left in the tank over the years had turned to varnish. "Though I priced having the tank cleaned, it was cheaper to purchase a replacement," Tim tells HPP. "I reused the original sending unit but replaced all the fuel and brake lines with stainless steel pieces. I also planned to have the wheel cylinders sleeved, but the machinist said they were like new and needed only honing and new seals. The brake drums didn't require any machining either. In fact, the original shoes are still on the car."

The original exhaust system was on the GTO when Tim purchased it, but the pipes had grown rusty and the mufflers had holes in them. "I saved the original pieces but replaced the entire system with a kit from The Parts Place. It fit the original hangers well and sounds good, too," he says.

The Results
This GTO was completed in May 2007, and the first show the Drain family attended with it was the POCI National convention in Tulsa, where it was awarded Gold.

When asked what he likes best about his Pontiac, Tim replies, "I've always liked the '64 GTO and feel that it's unique. It's unlike those that followed. It seems somewhat crude and unrefined, almost like the raw musclecar John DeLorean envisioned it to be. I've only added 12 miles since its completion, but you can tell this GTO is happy to be alive. The 389 feels very strong and acts like a bridled thoroughbred-it just wants to get out and run."

For the time being, Tim plans to refrain from driving the GTO and instead hopes to attend a few major shows with it over the next couple of years. "After that, I plan to drive it a little more and begin enjoying it for what it is," he says.

Considering how original this particular GTO is and how few miles are on its odometer, it surely feels like 1964 for Tim each time he slides behind the steering wheel of his Starlight Black beauty. Of the overall project, Tim states, "I've got a personal attachment to this particular GTO and I'll never sell it. It's everything that I'd ever want in a car, and I couldn't be happier with the outcome."

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