On the night of 12 December 2020, while scrolling through Instagram, I came across a post by @classicallydriven featuring a historic original photograph by a Bahama News Bureau journalist of the Nassau races in the early 1960s [01]. In the photo, drivers are running LeMans-style at the start of the race to a lineup of cars that begins Dailu MK I, Lister Corvette, Corvette Stingray, and Ford Galaxie; the Galaxie was comically larger than its contemporaries. The 6th car in line, however, was something partially obscured and much more unusual: it featured the distinctive front end of a smaller Ford Falcon with what appeared to be the sloped aerodynamic rear end of a later Dodge Charger or Plymouth Barracuda. But the picture had been taken in 1962, several years before either production fastback had been introduced.
Scan of original Bahama News Bureau photograph from the Nassau Trophy Race, 9 December 1962, part of Bahama Speed Weeks [01]
At first it looked like an optical illusion between two cars parked next to each other. About half an hour of googling later my brother Sam confirmed that this was in fact a real car: one-off prototype constructed by John Holman & Ralph Moody at the direction of Ford, the third of three variants of the Ford Falcon Challenger, aptly named Challenger I, Challenger II and Challenger III. However, only one had a sloped ‘fastback’ roof, and that was the Challenger III. Neither the proprietor of the @classicallydriven online automobilia store (Michael Umansky) nor I had known of the existence of these cars until seeing this photograph; suddenly, the photograph was much more special than he had initially thought.
The Ford Falcon Challenger cars were the first Falcon variants to feature a V8 engine, in addition to other performance enhancements. They also had unique bodies, each modified in different ways (lower roofline, sectioned body, shortened doors, etc), but perhaps the most visually striking was the Challenger III, with its dramatic fastback shape.
The unfinished Falcon Challenger III beside a smaller and more curvy Porsche 356 variant [02]
The March 1963 issue of Motor Trend featured a retrospective article on the Falcon Challenger program, which had been cancelled in the time since Motor Trend published the introduction to the prototype in the July 1962 issue. Ford had reportedly chosen to offer a factory Falcon Sprint with a V8 and lowered roofline based on the Challenger II, so there was no need for the Holman & Moody speed shop to produce these unique cars (which Ford had requested be built to spec for the limited audience of interested customers, presumably racing teams and private racing drivers) [03].
The March 1963 Motor Trend article focused mainly on the Challenger II coupe, which was powered by a stock 260ci V8 with 2-bbl Holley carb, mated to a floor-mounted four-speed and heavier-than-sedan-spec station wagon rear axle. The Challenger II coupe also had stiffer springs and heavy-duty shocks at all four corners, a large roll bar, and California-made Airheart disc brakes at all four wheels. The folks at Motor Trend confidently declared that four-wheel disc brakes ought to be present on all Ford products after driving the Falcon Challenger II. Because a Stewart-Warner tachometer and speedometer were mounted over the stock dashboard, the unused factory gauges on Challenger II were obscured with a blank aluminum block-off plate [03].
Lee Holman (son of H&M co-founder John Holman) was kind enough to tell me via phone interview the story of when his father handed him the keys to Challenger II, which Lee had to drive to high school for an entire month to make sure the brakes and other features worked before bringing the car to Dearborn for the Mustang project engineering team to test drive [04]. Lee also indicated that the Mustang project engineers’ collective experience with Challenger II at Ford proving grounds was heavily influential in the decision to offer a V8 right away instead of early Mustangs having only a 6-cylinder, as was originally the plan (similar to the launch of the Chevrolet Corvette a decade earlier). Lee insisted that unlike the first and third variations, Challenger II was always intended to be a road car as the basis for developing future Ford consumer vehicles, rather than for motorsports.
March 1963 Motor Trend spread on the Falcon Challenger program [03]
The Falcon Challenger III fastback shared some similar features with its predecessor coupes, perhaps most notably the sectioned body and chopped roof. A variety of internet sources claim that Challenger III was lowered by 3”, but Lee recalled it was almost double that. The original Motor Trend feature from July of 1962 indicated that while 3” was removed from the body, the additional 3” was dropped from the roofline, hence the overall 6” drop in height from a factory Falcon. Both the body panels and handmade fastback roof were lightweight aluminum [02]. The body sectioning and fastback top were executed with the assistance of the legendary Ludwig “Lujie” Lesovsky [05], a celebrated designer and fabricator known for his design/construction efforts on a number of significant racing cars. Lesovsky’s notable achievements include the Coyote that saw an Indianapolis victory with driver A.J. Foyt in 1967, and also several cars for the Penske racing team, but there were many others.
Where the fastback Challenger III differed significantly from its predecessors I and II – other than the dramatic styling, of course – was it’s source of power. Challenger III was originally fitted with a 221c.i. V8 that had been rated at 230-hp and bored out to 243.968 cubic inches. That may sound strange, but in fact it was deliberate: 244ci was the FIA limitation on the GT 4-liter sports car class. The punched-out V8 was originally topped with large four-barrel high performance car and paired with a Ford 406-spec four-speed transmission and a beefed up clutch with almost double the spring pressure of a factory setup. The more powerful Challenger III was entered in the 1962 Nassau Speed Weeks piloted by NASCAR driver Marvin Panch, who had already driven Challenger I to a second place in class finish at the 1962 Sebring 12-Hour race. The Challenger III sadly ended up being the only one produced, despite plans to build 100 units in order to compete in Grand Touring competition events per FIA regulations[02]. Lee indicated that while the engine specs detailed in the early Motor Trend features were accurate, the 221 engine was later replaced with a 260 V8, and then by the time it competed at Nassau, an early high-performance 289 V8 (a version of the plant that rose to fame with the Mustang) was installed for increased power. An identical engine to the 289 that served the car at Nassau remains in the car presently.
Perhaps the most interesting modifications were not even visible to the casual observer: both the engine placement and rear-end placement had been offset to provide a more balanced 50/50 weight distribution not only front-to-back but also side-to-side, taking into account the presence of a driver. At the time, this was a unique and creative step that proved useful when it came to performance [04].
Challenger III and a 289 Cobra on the docks at Nassau in December of 1962 [05]
Since the fastback roof of Challenger III was the thing that sparked this entire dive into obscure Falcon history, it seems prudent to discuss its construction. The car was born a white factory-spec 1962 Ford Falcon Futura coupe, and was delivered as such to the Holman & Moody race shop in Charlotte, North Carolina. In 1962, H&M operated out of a former military barracks at the then-front (now rear) of the Charlotte airport. According to Lee they could radio the tower and ask for clearance to go sporting about unused runways, if given permission by air traffic control [04]. Very little of the original body remained when H&M had finished: fenders, doors, hood, roof and trunk were all removed, and then the body was sectioned as mentioned earlier at the center and roof to lower the car dramatically.
Section line visible at the taillight (left); Note the plywood mold for the fastback roof (right) [02]
Once the roof supports were chopped and repositioned, bucks were fabricated out of wooden crates so that a new aluminum fastback roof could be built, stretching from the top of the windscreen to the very end of the tailgate. A sloped trunk lid and flush rear window were fitted into this new shape. Lee indicated that although the H&M team could build a proper NASCAR in about 2 weeks, it took approximately 2 months to construct the Challenger III. He jokingly attributed the length of time to a social Lesovsky having aged and spent a bit too much time chatting rather than constructing the racing/show car. Whispers on a Mustang/Ford online forum suggested, per a gentleman who alleged familiarity with the project, that the shape of the new roof was actually either indirectly inspired or directly copied from the roof of a 1952 Chevrolet Fleetline, which was a streamlined fastback from the factory from 1949-1952. However, Lee insisted during our conversation that there was no truth to that claim whatsoever. Since Lee’s name is on the door to the shop where Challenger III was constructed, his word carries a bit more weight here.
Challenger III under construction; Note Lee Holman's personal Falcon coupe in the background of the first photo; Ralph Moody assembling the plywood mold for the fastback in the last photo with a custom Thunderbird in the background [02, 05]
Despite being built as a competition coupe, the Falcon Challenger III first debuted to the public at the New York International Automobile Show (13-21 April, 1962) as a show car rather than at the racetrack. A magazine ad for the ’62 NY auto show advertised exhibits informing “the shape of things to come,” an appropriate tag line concerning Challenger III.
Challenger III on display as part of the Ford Custom Car Caravan; it showed at the 1962 and 1963 season, a different color each time, and once with "moon disc" wheel covers, once without [06]
There is no hard evidence suggesting any specific influence over the design of the competing production four- and five-seater coupes that followed. However, in less than two years after the Falcon Challenger III became a feature in the traveling “Ford Custom Car Caravan” (basically Ford’s version of the General Motors “Parade of Progress” and Motorama cars), the sweeping fastback was quickly mimicked by the 1964 Plymouth Barracuda, and 1964 Rambler Tarpon show car that turned into the 1965 AMC Marlin. Close to follow were the 1965 Dodge Charger II show car and subsequent 1966 Dodge Charger.
Bahamas Speed Weeks poster featuring the Nassau events where Challenger III competed [07]
It was not until after the initial tour on the show circuit that the Falcon Challenger III was unleashed on the track. Records indicate that Challenger III competed in five separate events as part of the 1962 9th Annual International Bahamas Speed Weeks, which was hosted at the 4.5mi (7.2km) Oakes Field course in Nassau, Bahamas. The car ran under in #26 livery with NASCAR veteran Marvin Panch at the wheel throughout. Results were mixed, beginning with a class win (5th place overall finish) in the 5-lap Preliminary Nassau Tourist Trophy on 2 December 1962, followed later the same day by an underwhelming 34th place in the 25-lap Nassau Tourist Trophy proper. Similarly, on 7 December 1962, Panch pushed the Challenger III to a 9th place finish in the 5-lap Preliminary Governor’s Trophy, but only 28th place of 42 cars in the 25-lap Governor’s Trophy proper [08].
Challenger III on the starting grid at Nassau in #26 livery, December 1962 [05]
The very last and perhaps most significant event of the series ended in disappointment when the car failed to finish the race. On 9 December 1962, at 1:30 PM with a forecast of rain looming, Panch set off by running across the track in a LeMans-style start to the Nassau Trophy Race (we believe it was the start to this event with drivers running towards their cars that is depicted in the photograph Umansky posted to Instagram). Panch and Challenger III won the first heat and held a promising lead over most of the field for the early part of the second heat of the race. Unfortunately, Challenger III was disabled when the fan belt snapped and caused it to overheat [05].
In fact, the H&M Challenger III and Panch were not the only unfortunate racers that day – 26 of the 63 cars that competed did not finish for a variety of reasons. Other cars/drivers of note that dropped out of the Nassau Trophy Race included Dan Gurney in his #43 Lotus, which developed a problem with the throttle, Phil Hill in the #2 Lotus, which also developed a mechanical problem, and Roger Penske’s #36 Cooper Monaco T61, which suffered from a broken exhaust manifold [07].
Challenger III at the Nassau Trophy Race between a Dailu MKI and 289 Cobra, with a Ferrari tailing lose behind; Challenger III was leading the event until it suffered a mechanical failure [05]
According to Lee, all three Challenger cars (the complete II and III, and the chassis to I) were either loaned or sold to a gentleman in Michigan after being retired from the race and show circuit following the 1963 season [04]. Although there is little documentation of its exploits, there are some photographs of Challenger III competing in SCCA events in #3 livery in the ASR class through 1969.
Challenger III racing at Michigan where it competed in SCCA events in #3 livery [09, 10]
The chassis to Challenger I was allegedly carelessly left outside and destroyed by the Michigan climate, and Challenger II was possibly scrapped like most prototype cars, but also possibly stolen – it is not clear, and there is no evidence to support the suspicions of either tale except rumors that the chassis number might have been spotted on a drag car in the mid-west years later. Regardless, the stunning Challenger III has survived intact, which I discovered rather by accident while looking for additional photographs for this article! It is in mostly original condition and still wearing the original striking blue paint, a color that Lee said was chosen to set it apart from the Shelby cars on the track.
Although Challenger III looks very much like the Ford factory Viking Blue, that is more likely a coincidence, since the color was custom mixed at H&M. And although there is no Ford factory serial number or VIN for this prototype (a way for Ford to avoid liability in the event of an unfortunate crash or malfunction), the car does feature a unique Holman & Moody serial number, like most of the cars that left the shop to race on behalf of Ford, including the much more famous GT40’s destined for LeMans [04].
As of this writing, Challenger III is for sale, requiring re-assembly before returning to either the show circuit or to motorsports at events like Goodwood or historic LeMans with a fully documented FIA history. It would be extraordinary to see this car returned to life powering around the likes of Watkins Glen between Ferraris and Corvettes, a testament to the ingenuity of Holman-Moody and to Ford’s contribution to international motorsports. Interested parties are encouraged to contact the author for more information regarding potential purchase (mlempert@buffalo.edu).
Michael Lempert | The Anachronist
Rochester, NY
2021.01.25 | (Revised 2021.01.26)
*Special Thanks to Michael Umansky for providing the original inspiration for this article, to Edward M. Fiore for assistance with my research, to Lee Holman for his generous time and assistance with the detail, and to Howard Kroplick whose earlier research filled in some of the details I was missing.
Challenger III under construction [02]
Additional images:
Challenger III on display at a show wearing Sebring advertising banners [14]
Challenger III as an advertising prop for the 1963 Sebring 12-Hour race, location unknown [13]
Challenger III Racing, and on the starting grid at Nassau, December 1962 [12]
Falcon Challenger III awaiting reconstruction/restoration by Holman & Moody to the specifications of its next owner, either as a historic racing car or for the show circuit [11]
Challenger III (bottom left) and Mustang III (bottom right) flanking the entrance of the Ford Custom Car Caravan travelling car show display [06]
Challenger III on display with "moon disc" wheel covers
John Holman with the newly completed Challenger III [05]
Ralph Moody (left) and John Holman (right) with Challenger III before its debut on the show circuit, with Holman & Moody "Competition Proven" front decorative plate and sporting Firestone tires per an agreement for all Ford racing models to wear Firestone rubber [04, 05]
Resources and additional information:
[01]: Umansky, Michael [@classicallydriven]. “Amazing vintage racing photograph of a running start…early 1960s”. Instagram, Bahama News Bureau (photographer unknown), 10 December 2020, https://www.instagram.com/p/CIo68K_lFbK/
[02]: Mulhleman, Max. “Competition Falcon Challengers.” Motor Trend, Vol 14. No. 7, July 1962, p46-47.
[03]: Wright, Jim (Technical Editor). “Falcon Challenger.” Motor Trend, Vol 15. No. 3, March 1963, p50-51.
[04]: Holman, Lee. Interview. 14 December 2020. By Interviewer Michael Lempert.
[05]: Holman, Lee. “Brokerage Services.” Holman Moody, 12 December 2020, http://www.holmanmoody.com/Sales1.html.
[06]: Kroplick, Howard. “The Kings of the Ford Custom Car Caravan.” Vanderbilt Cup Races, 12 December 2020, https://www.vanderbiltcupraces.com/blog/article/the_kings_of_the_ford_custom_car_caravan
[07]: “Nassau Trophy Race.” Racing Sports Cars, 12 December 2020, https://www.racingsportscars.com/race/Nassau-1962-12-09.html
[09]: “Vintage Photos/Challenger III”, 11 December 2020, https://www.dalesale.com/challenger-iii/vintage-photos
[11]: Present-Day photos courtesy of Lee Holman via e-mail exchange.
[13]: Photographer unknown, from the collection of Douglas Morton
[14]: From the Reginald Smith Sebring Arhives, Courtesy of Douglas Smith
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