The Shadowfax Corvette Traveled A Tortuous Road To Perfection

Photography: Kyle Crawford and Jason Reiss


Joe Palka has an eye for the big – and little – details in life. His daily gig as an engineer involves leading the land development department of one of the country’s largest residential builders, and his professional inclination to manage these details carries into his personal life as well.

A number of years ago, he set out to build a 1970 Challenger R/T into a restored driver, but the project went off the rails, as so many do, and soon turned into a full 100-point concours restoration thanks to the tireless efforts of Palka combined with the skills of Brian ‘Speedo’ Semancik and the team at Speedos Paint and Body in Staatsburg, New York.


With the Challenger complete, Palka found himself on the hunt for another car to play with and build into the driver that eluded him the first time around; his search led him to this 1965 Corvette.

“I think the body lines of the mid-year Corvettes are the finest ever designed by an American auto maker; they are timeless,” says Palka. “So I went hunting for a mid-year roadster to be a driver car and found one.”

When purchased, the ‘Vette had a non-matching L75 327 cubic inch engine wearing a four-barrel carb that produced 300 horsepower. The car also had a Muncie four-speed transmission and 3.08:1-geared Trac-Lok differential hiding under the Goldwood Yellow pigment.


The car as originally purchased by Joe Palka in 2010.

Soon after taking delivery of the car – and despite the research he put into its provenance prior to purchase – Palka realized that some unseen issues were cropping up. Such is the nature of used-car purchases.

“As I put miles on the Corvette it became apparent that the car had some issues. After alignment one upper control arm had ¾-inch of shims, and the other arm had none. I did a burnout leaving a car show, and the trailing arm shims fell out. I thought I drove over a metal garbage can! The gap between the door edge and the lock pillar opened and closed with every bump,” he explains.

All of these concerns considered together pointed Palka in the direction of a frame repair, or, as it turned out in this case, a complete replacement. As the Corvette was not a numbers-matching or rare example of the breed (one of over 15,000 1965 Roadsters), Palka realized that putting a new frame under the car wouldn’t bring any kind of return. That’s when the idea of a restomod began to take shape – and where Palka began to exhibit his detail-oriented nature as he began the build process of this ‘Vette restomod.

A trip to the 2012 edition of Corvettes at Carlisle helped him to determine what he liked and didn’t like about many of the top-flight restomods on the property.

“There were only a handful of C2 restomods among the thousands of Corvettes at Carlisle in 2012 and 2013,” says Palka.

“One in particular sticks in my mind. It was red, with a red and white interior. It looked like something Ronald McDonald would ride around in. That car was inspiring – I decided then that my Corvette restomod would be classy and elegant, not a clown car.”

In addition to the Carlisle events, Palka also made the trek to a number of Corvette shows along with four trips to various Barrett-Jackson shows to help identify likes and dislikes about the current crop of restomod machines in the market.

Also during the 2012 Carlisle show, Palka looked at a number of the different frames available for the C2. He subsequently hooked up with Tray Walden of Street Shop, Inc., and had the opportunity to strike a deal with Walden to take delivery of his new C2 frame, which occurred at the close of the 2013 event.

The Birth Of The Beast

Christened ‘Shadowfax’, the Corvette seeks its influence from the legendary Lord of Horses from J.R.R. Tolkien’s The Lord of the Rings. One of the notable lines referencing Shadowfax reads as follows:

There is none like to Shadowfax. In him one of the mighty steeds of old has returned.

And with this line, Palka had his inspiration for the new project.


“At the 2013 Muscle Car & Corvette Nationals show Speedo and I came up with the draft plan for the restomod of my Corvette, and he put a slot in the shop schedule for me,” says Palka.

Vehicle disassembly began in the Palka home garage, as son Joseph lent a hand to turn the once-complete Sting Ray into a pile of parts, which were subsequently dropped off at Speedos over the winter of 2014. All told, the process from disassembly to completion took approximately 18 months.

“Brian is amazingly creative – he has a vision and then builds it. His metalwork, body work and paint are among the best I have ever seen. I knew from working with Brian on my Challenger that he has a real passion for this – he is like a steward of these old cars that his clients have entrusted him to bring them back to their former glory and beyond. For him it is almost an honor to bring these cars back from the dead,” says Palka.

One of the most difficult and time-consuming parts of the restoration included the complete overhaul of the birdcage area (the steel cabin substructure), which required an immense amount of attention. As Palka initially thought he was buying a Southern no-rust car, it was somewhat of a surprise to find what amounted to a literal bucket of Bondo slathered on the flanks of the car.


While Bondo in and of itself isn’t necessarily a bad thing, when it’s combined with sheet metal and pop rivets, the resulting repair quality is not exactly worthy of a restomod – or even safe, for that matter.

Further digging into the car’s history determined that it was sold to the original owner from Marsh Hallman Chevrolet in Albany, New York – not exactly a salt-free environment.

The most recent restoration of the car concealed a lot of underlying issues.

“I don’t think the owner did it to deceive, these fixes were the best he could do and were acceptable to him. He drove the car for more than fifteen years like that,” says Palka.

The pillars where the door locks are mounted were rusted through so badly that they weren’t attached to the rocker channels anymore, while the brackets holding the rocker channels to the front pillar were rusted through and filled with Bondo. Thankfully, Palka discovered Caledonia Classic Cars in Michigan, which was able to send new birdcage components to repair these areas.

The birdcage rust uncovered once the car was stripped down.

“When I would drive the original car in the rain it would give you electrical shocks through the steering column. I never had the courage to use the horn in the rain – probably would have electrocuted me. Rain would enter the cabin through several rust holes in the windshield frame, which Speedo cut out and repaired correctly with Caledonia’s components.”

Hundreds of hours later, the expertise of Speedo and his team is on full display within the expertly-repaired Shadowfax shell.

Performance Parts And Pieces

Once the decision was made to update the frame to the Street Shop, Inc. piece, a whole new world of possibilities was opened up for the Shadowfax build. The use of this frame – which makes use of unmodified fourth-generation Corvette suspension components – improves the car’s handling by many orders of magnitude over the original C2 pieces.


“I looked at other frames before landing on Tray’s design. While a tube frame might be more rigid, it needed the floor pans to be modified in some cases extensively. There is so little trunk space in these cars I could not see taking more away,” Palka explains.

The Street Shop frame uses the stock C2 wheelbase of 98-inches and has been outfitted in the rear with a Super Duty Dana 44 differential case along with a Street Shop billet-aluminum web and control bars. The 3.50:1-geared rear end uses a Trac-Loc diff to ensure the car tracks straight and true under power. A set of QA1 shocks and Hyperco coil-over springs maintain ride height and provide excellent wheel control at all four corners. A Detroit Speed & Engineering rack and pinion system combines with a Flaming River tilt steering column.


In the front of the car, a set of Wilwood six-piston calipers squeeze platter-sized cross-drilled 13-inch brake rotors to slow the Shadowfax from warp speed; in the rear, a set of four-pot Wilwoods perform the same function. Due to the tight confines of the engine bay, the brakes are controlled by one of Hydratech Braking Systems’ brake assist units, which permit the extra clamping power without a large vacuum booster to be in the way of the engine.

“Speedo and I had many discussions about wheels before landing on the Hot Rods by Boyd wheels we picked. They are custom-made by Boyd’s son Chris just for this car. There is no name on the center caps, and there is a paint groove machined in the edge of the face of the wheel. The hand-painted accent stripes match the accent stripe on the body,” says Palka.


The 17 x 7-inch front and 18 x 9-inch rear wheels are wrapped in a set of Bridgestone RE760 tires measuring 215/50-17 front and 255/45-18 rear. Tire sizes were chosen with an eye on creating the perfect stance.

Underhood, one of Chevrolet Performance Parts’ 376 cubic-inch LS376 engines is pumping out a tire-frying 484 rear-wheel horsepower through a Tremec TKO-600 five-speed, Science Friction clutch, and 3.50:1 gearset.


We can attest to the car’s tire-killing abilities firsthand, as Joe wasn’t afraid to drop the hammer on multiple occasions as we cruised around looking for ideal photoshoot locations.

A set of Street Shop stainless-steel 1.750-inch headers run through the Allen’s Stainless Exhaust side-pipes to produce the magnificent small-block howl under power. The team also experimented quite a bit with PVC tubing, working to locate the Spectre Performance air filter in the nose of the car and away from the hot air under the bonnet. Ultimately, once the design was engineered and settled upon, they used 4-inch-diameter polished tubing to craft the finished product.

The car was tuned by Dale Cherry at Injection Connection in Horsham, Pennsylvania, and according to Palka, carries a horsepower-to-weight ratio more impressive than that of a 707-horsepower Dodge Hellcat Challenger.


Body Mods And Interior Improvements

The pigment applied to the car’s flanks also ties into the Shadowfax moniker; the PPG Palladium Silver is the same hue covering Kathe Palka’s Mercedes, which is bright silver in sunlight and medium to dark gray when not directly lit, and works to highlight all of the body lines in the C2 platform.

Initially, the plan was to cover the car in the Palladium Silver hue only, but after considering the car’s appearance, Palka and Speedo realized the car would appear the same in both color and black-and-white photographs. Based on Palka’s previous experience with his prize-winning Challenger, he had a hunch that Shadowfax would see its fair share of magazine coverage, so the decision was made to add the blue stripes and black strip after experimenting with a number of different ideas.


There are twelve steps to the amazing finish on this car, starting with polyester primer, then ending with three coats of clear, wet-sanding with 2500-grit paper, and a final buff. With each step – primer, color, stripes, accents, and clear – Palka says there are 17 separate coats of paint on the car.

While many of the exterior parts and pieces are stock, notable improvements were performed by Paul’s Chrome Plating in Pennsylvania, who tuned up all of the chrome on the car to perfection. The Sermersheim’s ’65 big-block fiberglass bulge hood completes the look, which could only be achieved thanks to the impeccable work performed throughout the entire project by Speedo and his crew. Palka is quick and emphatic in expressing his appreciation for the expertise Speedo and the team displayed in every facet of the build.


No stone was left unturned inside the car, either. The stock dash frame has been covered in Mercedes-Benz Smoke Gray leather, while Ron Hanna at Classic Instruments applied custom facing to the company’s All American Nickel gauges to match the interior color. In addition, he also made a custom clock face for the OE Corvette clock to match the AAN gauge faces. A complete classic Auto Air system is onboard in the event of sweltering summer temperatures.

Gene and Guido at GilliN Custom Design were responsible for tuning up the audio system, and came through in fine fashion, outfitting the Shadowfax with an Antique Automobile head unit. This piece is slick, in that it appears like the original unit but hides controls for an MP3 player and provides pre-outs for the Rockford Fosgate 500-watt amplifier hidden in the subwoofer box behind the occupant area. There are six Kenwood speakers situated throughout the cabin and powered by the head unit’s 180 watts, while the amp drives a single Rockford Fosgate 10-inch subwoofer.

The custom top is covered in Charcoal Gray Haartz cloth, fitted to ensure durability by the GilliN team.

GilliN also took on the task of finishing off the rest of the interior. A custom set of door panels incorporates the Sting Ray emblem from the C7 Corvette, while they also built a custom center console and other interior components. Seating surfaces are – believe it or not – straight from a 1994 Dodge Stealth, covered in Mercedes leather.


“I wanted a power driver’s seat with bolsters and comfort; Speedo and I had many conversations about seats. Honda seats fit great but we figured they would be instantly recognized by millions of Honda owners. We finally went out and started searching salvage yards around the Hudson Valley looking for short back, power comfy seats,” says Palka.

His attention to detail continues into the smallest elements of the car’s construction, as he shared with us that they debated the stitching pattern on the re-covered seats, ultimately settling on one that is very close to the original 1965 Corvette pattern.


In The End

Palka was kind enough to share with us the importance of taking an expert along when purchasing a car like this; had he known better to where to look for potential trouble spots on the C2 Corvette, Shadowfax might never have come to be, and Palka might be driving around in a Goldwood Yellow Roadster.

“If I did this again with the end goal of doing a restomod I would not start with a driver car – I would start with a car missing its driveline and needing a frame, because in the end there is very little used from the original car,” says Palka.

“I built this car to drive – Woodward Avenue and Route 66 are in Shadowfax’s future.”

The experts selected to participate in the Shadowfax project knocked it out of the park – it’s one of the cleanest, well-executed Corvettes we’ve ever seen. And with the top down, the thunder from the sidepipes is glorious. Route 66 will never be the same!