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And Lots of Things Besides

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Cloverfield airport, April 1964

“Hold that thought.”

Roy Lund looks vaguely disappointed when his grand statement about the entire Ford Executive Committee fails to impress its target audience, but Carroll Shelby has more important matters – and people – to address at the moment.

“Hello Mr Lindbergh!” The singsong greeting in a familiar husky voice rings out over the buzz of the crowded event, as he makes his way past the admiring onlookers toward its author.

“You liked that?”

The query is redundant; Ken’s quip of a greeting, and seeing his face tilted up at Carroll with that big grin as he leans all-too-casually against a stand-up table, are eloquent enough answers to Carroll’s question. And as he goes on to greet Peter and delight him with the prospect of going to Le Mans, he smiles inwardly; it worked.

When he got this crazy-ass impulsive idea and asked to be given the controls a quarter of an hour ago, 2000 feet up on the approach to the Cloverfield airstrip, Carroll was really thinking of an audience of one; well, two if he includes Peter. Sure enough, he enjoyed a chance to relive the thrill he can no longer get from racing, and figured it wouldn’t hurt to make it a memorable moment for the event visitors, not to mention his passengers… but mostly, ever since the dinner a couple of days earlier when he got Ken’s reluctant promise to be at the Mustang launch, he wanted to make it worth Ken’s while; and he would have done his damned best to make his improvised landing every bit as spectacular if Ken and Peter had been the only people to see it; and it worked. Of course if Ken ever found out, there would be no end to the taunting. You’re courting me like I’m a girl? Carroll can practically see the narrowed eyes and hear the teasing tone. Well, Ken, so long as it works


The applause has died down, and Carroll is finally free to get away from the podium. His speech got a fantastic reception, but in the end, the enthusiastic cheers of the audience fall flat on his ears when his audience of one – well, two – is no longer there.

Phil greets him with a pat on the arm. “Great speech, Shelby.”

Carroll smirks but otherwise ignores the praise. “Have you seen Ken, Pops?”

Phil looks uneasy. “Er… he and Peter left a little while ago. Said he needed to run some errands.”

“Right.” Carroll keeps his voice neutral, but has a hard time lifting his gaze from studying the ground.

“He’ll come around.”

Carroll does not reply; knowing Ken, Phil is probably right, but he wishes he had the same confidence.

They both know why Ken left.

I’m that guy, and I know one other man who feels exactly the same. His name…

What Ken does not know is that Carroll wanted to name him, and that he is kicking himself now for bowing to the suits in saying what they had expected of him.

His name is Mr Henry Ford, and together we’re gonna build the fastest automobiles in the world, and we’re gonna make history, too, at Le Mans.

Carroll knew he was making an ass of himself with Ken, saying this; Ken of all people can see through bullshit like nobody’s business; but when he saw Ken stalking off, it still felt like a punch to the gut. He hoped to catch Ken after the speech and clear the air, and now it will have to wait. It is not so big a deal as to need a detour to the Miles residence this same evening – and he figures it may be best just to give Ken time to do his sulking, after all – but it is bothering Carroll just enough to keep him off balance the rest of the afternoon. Sure Ken must see that to get this project off to a good start, Carroll has to jump through a hoop or two, if only so that Ken himself does not have to?


They have made it to the Country Squire, and Peter has buckled himself into the passenger seat, and Ken has stuck the key into the ignition, but somehow, he is not in a hurry to leave. Maybe Peter’s wistful glances back toward the exhibition pavilion have something to do with it.

“You didn’t say goodbye to Uncle Shelby.” Peter may be a good thirty years his junior, not to mention his own son, but he manages to sound bloody reproachful, and Ken has trouble ignoring the kid’s tone.

“Uncle Shelby can take care of himself.” Not the best response, but Ken cannot find a better one right now.

“You’re angry with him?” Now Peter has swapped reproach for incredulity.

“No, Petey, just…” Ken shakes his head a fraction and pauses, keeping his eyes on the dashboard. Disappointed, he was going to say, but it’s not quite the right word. Still, he does not want to admit, to Peter or to himself, and above all to Shelby, that he was actually hurt by Shelby’s words, picking Ford over him as a paragon of passionate dedication to what they do. “It’s just that Uncle Shelby needs to spend time with those folks in suits to get to know them better.” And to get a taste of corporate bullshit so he stops being starry-eyed about them. “And I don’t want to get to know them any better, thank you very much, and unlike him, I’m free to do as I please and can leave when I want to.”

Peter does not argue, but does not look that convinced either, and as he says it, Ken wonders if he should have stayed, after all. He has to admit that back at the diner the other day, when Carroll got completely carried away by this bonkers idea of his, he was actually curious… and, no matter how unwilling he may be to admit it, he was beginning to feel just a little bit protective of his friend walking into the lion’s den, and figured he’d better be there for Carroll, at least as a friendly face. Except that now Ken was struck instead by how quickly the big business marketing fakery was already rubbing off on Shelby. He’ll be wearing a tailored grey suit too, before you know it. Ken hopes he is wrong even as the thought crosses his mind.


A few weeks later outside Ken Miles’ house, suburban LA

“You’re gonna want to see this. Trust me. 30 minutes, I’m gonna have you back for meatloaf and gravy.”

“30 minutes,” Ken repeats pointedly, as he walks over to the passenger seat.

Still, to keep sulking and refusing Carroll’s invitation would be petty, and would cause more offence than was really merited. As it is, Ken did not want to show he was still piqued by Carroll’s corporate pandering at the launch, even if it still sort of came out that way.

“So, you’re gonna tell me what it is we’re going to see?”

Ken does his best to keep his tone deliberately casual. He knows where they are going, and from there it is an easy guess as to what they are going to see generally speaking, but curiosity about the specifics is already getting the better of him.

“Nope.” Now that he has Ken captive, as it were, Carroll sounds infuriatingly smug.

Ken tilts his head sideways. “Let me guess then, it’s either something really good…” He tilts head to the other side to look at Carroll from a rather odd angle. “Or something reeeally crazy.”

Carroll does his best to keep a poker face, but before he knows it, it crumbles into the beginnings of a grin, which Ken picks up on.

“Or both.”

Carroll’s grin breaks out wide and bright. “You’ll see. And then you tell me.”


“Bloody hell.”

Carroll has a hard time hiding his excitement at Ken’s reaction, the thrill at seeing Ken’s eyes flash wide open and at hearing the muttered exclamation. He strolls over to the shrouded car and does his best impersonation of an assistant at a commercial launch event, pulling off the plastic covering with a flourish as befits a quasi-gift, peace offering and bait rolled into one. He would have liked to take a spin in it first, but the happy-kid expression on Ken’s face when he jumps into the cockpit is a gift in itself.


“What’s that?”

Carroll’s office wall has a few framed objects, but even before Shelby turns around, he knows which one Ken is looking at as he stands slouched, hands in pockets, head tilted sideways, peering at the fancy frame with narrowed eyes. The question is an obvious ploy to tease Carroll as Ken has clearly recognised the wrench.

To this day, Carroll himself is not sure whether his barbs, calling Ken a jackass and all that, implicitly taunting him about being a loser, were a calculated move or the result of frustration with Ken for blowing the opportunity with Porsche – or so it seemed at the moment, for Voss still wanted to talk to him afterwards. What Carroll does know is that his annoyance ended up turning to admiration after the first few laps; and what Ken knows, but will not admit, is that his victory actually had a lot to do with wanting to prove Carroll wrong.

 “Er… it’s… a little keepsake I picked up at Willow Springs.” Carroll’s hesitation is mostly a distraction tactic to better hide the grin.

Ken flashes him an amused glance, but feigns sarcasm. “I’m flattered, Shel, but I have to admit it’s rather early to set up a Ken Miles museum.”

“Who said anything about a museum, Bulldog?” Carroll pretends to argue. “I just put it here for safekeeping, so you don’t chuck it at me again.”

Ken rolls his eyes and makes a beckoning gesture. “Can I have it back, please?”


“Come on, I could use this wrench,” Ken entreats in his trademark singsong tone, tipping his head back. “If you want, I can lap something else at you so you can frame it instead,” he offers as he makes a show of looking around the desk for a suitable substitute.

Carroll shakes his head, laughing. He wants to keep a reminder of that day, and of Ken’s crazy victory; neither the first one nor, surely, the last one by a long shot, but probably the craziest one… so far.


“…And if we figure out a way to further reduce the clearance by a couple of inches, we can increase the top speed by another five to ten miles.”

Ken sits twisted in the passenger seat to face Carroll, gesturing with barely contained excitement, so that Carroll has trouble keeping his eyes on the road. In the past five minutes of their drive back to Ken’s house, he has gone through a litany of detailed suggestions on how to improve all aspects of the prototype, from the engine to the gearbox to the steering. All this is music to Carroll’s ears, but then, he knew he had won Ken over as soon as he heard the exaggerated it’s awful, followed by Ken’s enthusiastic critique of what exactly was wrong with the car, the surest sign that Ken was on board. But now that they are pulling up in front of the house, Carroll wants to be really sure.

“So what do you say, Bulldog?”

Ken looks away, carefully deadpan; he is not much good at poker faces, but is doing his best now.

“I… don’t know.”

Well, if it helps, Carroll is not above a bit of begging. “Tell me you’ll think about it.”

“I’ll think about it,” Ken replies; pretty readily, coming to think of it.

In his heart of hearts, Ken has already decided; he just needs to learn to live with the idea of Ford suits running the show, and to figure out how best to approach Mollie with it. And to be totally honest, he kind of enjoys being courted by Carroll, as it were, and wanted to make the most of it.


LAX, Shelby American workshop, a few months later

Tell the boys to watch their pace come sunrise, the gearbox will overheat.

Ken’s parting words are stuck in Carroll’s ears as he is still sitting in his office hours later, the ticket folder in the middle of his desk like a court summons. Carroll may not feel like a criminal but he sure feels like a traitor. It hurts, but he knows he has caused as much hurt, perhaps more, despite making clear his own appreciation. It’s Ford’s call… it is their opinion you are not a good image… even if you’re the best man I got behind the wheel. To his own ears, it sounded lame even as he said it.

He was looking forward to going back to Le Mans, and now he does not want to go. In the end there was nothing he could do. The only thing left would be to give up his own ticket, and he is tempted to do it, if only so he and Ken could spend the next few days tinkering with the cars, and maybe listening to the race together. But giving up his ride would not mean a place on the team for Ken; all it would achieve is make the tense relations with Ford even worse, to the point of burying their project altogether.

By the time it gets close to eleven, Carroll stands up to leave.

As he is walking through the workshop to his Cobra, he sees Ken still at work on the Mark II undercarriage some twenty yards away. Carroll pauses, but then he catches Ken looking away as soon as he laid eyes on Carroll, and no longer has the guts to walk over. He noticed that Ken spent the rest of the day making sure he and Carroll did not cross paths; and he knows Ken would sooner die than show he is hurt, and would not tolerate Carroll offering lame apologies or, god forbid, equally lame consolations. Instead he would keep answering in that same flat voice, sticking to business, until Carroll ran out of things to say and walked away.

He knows what Ken must be thinking. I push myself to the limit for this car of ours, and when the suits decided to kick me, you chose to step aside rather than fight for me. And the fact that he did fight for Ken, and still lost, does not make him feel any better.


A couple of weeks later outside Ken Miles’ house, suburban LA

“Up yours.” You are forgiven.

“Oh, go to hell.” Thank you.

They are still lying on the grass, just off the sidewalk opposite Ken’s house, not really in a hurry to go in, oddly, enjoying the moment. Not the first time they have fought, and probably not the last, either.

Coming to think of it, Carroll is OK with him and Ken having another fight, or a few, if only to continue a time-honoured tradition and give themselves yet another memory to joke about later; but he wants to make sure he keeps the right to have that fight, rather than Ken just walking away with a blank face like he did before Le Mans. He would do anything to make sure he never gets to see that look on Ken’s face again. Then again, the world and the suits may keep trying to break them apart, and they may keep testing their own boundaries in exactly how angry they can make each other and still care about each other regardless; but they both know that this bond is unbreakable.


A few months later outside Ken Miles’ house, suburban LA, early 1966

Carroll turns the key to shut off the engine. He is only one block away from Ken’s house after dropping him off, and still a good ten miles from his own home, but the ominous flutter in his chest and his short breath mean that he must take his pills now, or else he will never make it.

Not after he ran like crazy for those hellish seconds on the tarmac outside their workshop, gasping for air, his head light with the sickening feeling of freefall.

It’s time to let this go. You cannot destroy the whole thing, not for one goddamn guy. Lee Iacocca may be the most decent of that bunch, but if he had been talking to Carroll in person, Carroll would have ended up punching him.

Even before Ken’s brakes went and the Mark II exploded.

One goddamn guy.

His best driver and his best friend; one who has allowed Carroll to live vicariously through the months spent testing and perfecting their car, with a bit of envy and a lot of happiness and a good deal of worry; who has been there through the late hours, for the arguments and the banter, so much so that Mollie would joke about Carroll stealing Ken from her. He cannot bear to lose all this.

One goddamn guy.

And to be sure, Ken picked up on Carroll’s simmering anger.

What’s wrong with you? Don’t tell me brakes, or me almost kicking the bucket out there, it’s something to do with the suits, isn’t it? Ken was right and wrong at once; it was all of the above, really.

It’s under control, he said; he wishes he were really that certain. Carroll himself is not really clear on the details of his plan; the only thing he is a hundred percent certain about is that it is extremely high risk, just like he said to Ken; but he knows he will make sure he brings and keeps it under control. Go to war, Ford said to him a few months back; well, if need be, he’ll go to war against Ford and all the suits now. Just trust me, Ken. After saying this, Carroll will do his absolute damned best, whatever it takes, not to let Ken down again, not this time, not ever. Coming to think of it, that’s the second thing he is a hundred percent certain about.


“Did Carroll drop you off?”

Mollie probably saw them drive up, but Ken does not begrudge her the indirect opener.


“Is he OK?”

Kind of a strange question, considering, but perhaps Mollie saw something Ken himself had missed. “He seems a bit preoccupied.”

“With the car?”

“With Ford.” With Ford’s lackeys, to be precise.

“You think they’ll try to keep you from going to Le Mans again?”

“Don’t know… if that’s what’s worrying him, I might as well tell him I can live with that. I’ll be pissed off, sure, but what we have, Shel and I, the car and all that, it means more to me.”

“I know, love. And you’re right, it does mean more.”

He just kisses Mollie’s cheek for an answer.


LAX, Shelby American workshop, early 1966

“What happened here?”

They are back in Carroll’s office after Ford and the suits have wrapped up their surprise visit; and Ken is eyeing the hole in the glass with exaggerated curiosity, like a scientist examining a rare specimen.

“No idea.” Technically, Carroll was not there to see when or how Beebe broke it. “I stepped out and when I came back it was like this… my guess is, someone got locked in.”

Ken looks up sharply, amused. “Anyone we know?”

Carroll just grins.

Ken gets the gist recalling the Ford delegation, almost laughing and pointedly looking at Carroll. “I wonder who would have done this to him.”

Carroll’s grin gets wider. “Beats me.”

“You look happy today,” prompts Ken a few seconds later.

“I’m… pretty damn pleased with the way my plan went.”

“I take it Mr Ford liked the car.” It is not really a question.

“Sure did.”

“I bet you had fun showing him.”

“Sure did.”

“You got Beebe under control?”

“Sure did,” Carroll repeats, eyes darting to the door; Ken snorts as he catches the look.

“You got any other answer, Shel?”

“Depends on the question.”

“Ok… what’s next?”

“Next we go to Daytona.”


Carroll ponders it for an instant, but as far as he is concerned, it is a certainty; either that, or else he will lose his company, and then maybe he and Ken will forget about Ford and have fun setting up some crazy-ass little company of their own. “And then we go to Le Mans.”

“Fine with me.”

Ken does his best to sound deadpan, but Carroll catches the furtive grin; and that alone makes his bet worth staking.


Daytona, February 6, 1966

The shrill ring of the telephone on the wall of the open-air bar makes Carroll start. He and Ken are hanging out at the beach bar; the others have gone to bed after the gruelling 24 hours, but the two of them are riding the tail end of the adrenaline rush and downing their last beers, reluctant to part company.

After the ninth or tenth ring, when it becomes clear that it will not stop, Carroll picks up the receiver, to be greeted by a smooth, smug voice that can only belong to a Ford executive.

“Hello? Mr Shelby, is that you? Good. Mr Ford would like a word with you.”

Seconds later, the familiar gruff voice comes on the line.

“Shelby?” As usual, Ford has decided to dispense with the formalities. “Congratulations. That was a hell of a win.”

“Thank you, sir.”

“And congratulations on keeping your company, I guess.”

Carroll wishes he could have had this conversation out of Ken’s earshot; but the phone cord is not nearly long enough to pull the receiver into the indoor storage room; not to mention that it would defeat the object by raising Ken’s suspicions. He could, of course, reply with another thank you, sir, but he wants to make a point to Ford about his friend that is almost a year overdue.

“And I sure am glad I got to keep it, Mr Ford. That said, I have no doubt it would succeed under your management, but if I hadn’t had absolute confidence in Ken winning the race and being the best pilot we can take to Le Mans, I wouldn’t have bet it in the first place.”

“Well, then, you two better start getting ready to go to France. I am counting on you.”

“Yes, sir. Goodbye, sir.”

“Carroll?” Ken calls out to him a couple of seconds later. He hardly ever calls him Carroll; it is almost always Shel, except for the occasional you bloody bastard. Ken walks up to him, step by careful step, until they are no more than a foot apart. “What was that I just heard you say?” If Carroll did not know Ken any better, the way he slowly enunciates the words in a low, gravelly voice might have seemed threatening.

“I told you, Ken, leave the corporate bullshit part to me.”

Ken makes big round eyes at him. “You bet – your company –  on my winning here.”

“I bet your place on the team at Le Mans on your winning here, and you sure as hell got it.”

Ken waves it away. “Don’t sidestep the question, Shel. What if I hadn’t won?”

“You said it yourself, Bulldog, you don’t lose.”

“You’re nuts.”

Carroll grins. “Well, I ain’t half as crazy as you are.”

Ken looks down; to Carroll’s eyes, he looks really touched, embarrassed even. “Thanks, Shel.”

Carrol puts an arm around his shoulders. “Anytime, Ken.”

He means it.


Le Mans, June 19, 1966


The rest of the question, the …is the matter with you part, is self-evident, considering that Ken has found him alone and a few beers worse for wear, in their pit below the grandstand. Carroll backed out of the party to celebrate Ford’s victory in the race, choosing instead to lament his and Ken’s loss, alone. He knows Ken decided to show his face at the party to be a good sport, but did not expect him to come back here afterwards. Carroll reaches into the nearly-empty six-pack for the last unopened bottle and offers it to Ken. Ken touches the bottle neck to the one Carroll is nursing, and does not ask again; but Carroll does want to answer.

“I told you to trust me, Ken, and I let you down. After you missed out on the ’64 race, I said to myself I’d never let you down again, and look at what just happened. You won this race, Ken, everyone knows it, and they stole your victory. It’s my fault. I’m sorry, Ken.” Carroll keeps his eyes down, beyond crestfallen, downright crushed.

Ken waves away the apology, steps closer so their faces are inches apart, and pokes a finger at him. “No it isn’t. It was my choice, like you told me.”

“Because I told you what Beebe said. I should’ve kept my mouth shut.” Carroll drops his head onto his hands, elbows resting on the concrete parapet.

“I saw you and Beebe talking. You think I’d have let it slip, after last time when you bet your company on me? How’d I know you wouldn’t do something utterly insane this time?”

Carroll puts on a blank expression so as not to let Ken suspect how bad things got with Beebe afterwards, but Ken is not fooled by Carroll’s poker face attempt.

“Oh, but you did do something. Come on, Shel, tell me. What was it?”

Carroll glances up at him and shrugs. “I didn’t get to do much, really. Beebe tried to get me to signal to you to slow down, hit the ceiling and said he’d disqualify me from all the Stateside races. I told him it was your car to the finish, and he had no choice but to fuck off. And by the time the race was over, when I figured out the set-up and went in to deck that asshole, Iacocca got between us in time to stop me.”

Ken chuckles, then looks up and pretends to study the inky clouds overhead, as if pondering aloud. “Shel, I know I did it, you know I did it, and I don’t really give a flying fuck whether they gave me a big shiny pot to show for it. I have enough of them already, but this race… it was special. And watching that arrogant twat Bandini blow his engine…” He chuckles at the memory. “You should have seen him, Shel, it was priceless. Besides…” He tilts his head to give Carroll the familiar sideways look, with a wonderful, wicked twinkle in his eye. “I’m not saying the photo finish wasn’t a monumentally stupid idea that only an arse-kissing, self-important, sales-obsessed stupid wanker of Beebe’s calibre could have thought up, but in a way, in retrospect, it was kind of…” He flashes Carroll a lopsided grin. “…entertaining.”

Carroll just shakes his head. They stay side by side until Ken puts a hand on Carroll’s shoulder, pushing just enough to get Carroll to look up and face him, as he regards Carroll with those big green puppy eyes.

“Hey… Let’s look at it this way: two years ago, we had ninety days to build the fastest car conceivable from scratch, and get it track-ready, and hope it would not come apart on us. Now we have a year to make what already is a bloody good car, a proven winner, into the perfect car.” Ken started out softly, but gets more animated now as he goes on. “Don’t know about you, but I’m bloody looking forward to it.” He nods for emphasis, thrilled by the prospect. “Like you said, Shel, we’ll get the bastards next year.”

Carroll sighs and scowls. “So Ford can get another sales boost and find new ways of screwing us over.”

Ken shakes his head and wiggles his eyebrows. “So you and Shelby American can get proper credit for what you’ve been doing, and I can beat my best lap time from today.”

Carroll sighs again, this time in mock-defeat. “We’d better make sure the brakes don’t melt.”

Ken nods. “And the door stays closed.”

“And if Beebe opens his stupid mouth again about your racing, he’ll be missing his front teeth before he knows it, and then I’ll take him for a ride, willing or not; and I won’t be as gentle as I was with his boss.”

Ken grins, his eyes light up seeing Carroll’s gloomy mood finally lifting. “No, I’ll take him for a ride. Face it, Shel, you owe me that.”

Ken puts an arm around his shoulders and Carroll leans into the hug. Carroll cannot help smiling, relishing the mental image of perpetually smug Leo sitting stiff and ashen-faced in the co-pilot’s seat next to Ken; though coming to think of it, it is not really, or not at all, about Beebe. I owe you that, for sure, he thinks. And then there is the thrill and the joy and the wonder that I owe to you… and lots of things besides.