Scott Bares’ ‘53 Willys Aero Ace Coupe

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If you think it’s easy to fit a 455 Oldsmobile V8 into a 1953 Willys Aero Ace Coupe, you’re wrong. Scott Bares can tell you: it takes a lot of planning, execution, help, and hard work. And a wheelbarrow.

So you can understand Scott’s excitement when his project came to fruition and he took his Aero on its maiden voyage earlier this month. “You only get those moments once – when you complete a project and roll the car out,” he told me. “It was a pretty big day.”

The reason Scott wanted to put a big block in a Willys Aero is a combination of his love of classic gasser drag racers and the annual Back to the 50s car show put on by the Minnesota Street Rod Association. “The show is for pre-1964 cars only,” he said. “I’ve been going since 1980 and I never had a car that could get in. So I made a commitment that I would build a car that qualified for Back to the 50s.”

If you think it’s easy to find a Willys Aero Ace, you’re wrong again. The car was purchased in 1954 by Martin Ludwig, from Streeter, North Dakota, who then sold the car in 1964 to Clayton Remboldt, also of Streeter. Mr Remboldt owned the local bar and managed the grain elevator. Found in the glovebox of this Willy’s were all the registration tags starting in 1955 and the receipt for a set of tires Mr. Remboldt bought at the Streeter Veil Oil Company gas station in 1968. Shortly after purchasing the tires, with 50,000 hard, gravel road driven miles on the odometer, the motor locked up and the car was abandoned.

Back then, people in Streeter would deposit their worn-out wrecks in a make-shift junk yard/alley behind a couple brick and mortar buildings. Scott’s wife Kim remembers that alley, mostly thinking they were just all old junkers, which they were. Fast forward to 1980, and that alley was getting crowded. The town decided to auction off the cars for scrap. The man who would turn out to be Scott’s father-in-law, Bert Spitzer, bought the Aero at the auction for $50 and stored it in a quonset on his farm, just outside of town.

Fast forward again to 1991: Scott went out to visit the family of Kim – his then-girlfriend, now-wife – and found the Willys buried under so much farming equipment, he had to climb over a combine, move stacked lumber and empty oil cans just to identify what it was. He offered to buy it, but Bert wasn’t interested in selling. In 2010, having bought another tractor, Burt moved the Aero out of the building and into the ND weather. “That’s when I really put the full court pressure on, it was tough to see the car beginning to return to the earth.” Scott told me. Eventually, Bert agreed to sell it, and Scott loaded the Willys on a trailer and towed it home. That was three years ago.

And if you think it’s easy to put together a vintage Olds 455, you’re… well in this case you’re right, at least for Scott. You see Scott and his brother Dave have been drag racing a 1968 Hurst/Olds and a 1970 Olds 442 convertible since the mid-1990s. They have more than enough parts in the garage to put together a 455 motor.

The short block came from a 1968 Oldsmobile 88. It had a nice 10:1 compression ratio from the factory. Scott checked the main and rod bearings and they looked good so he just gave it all a thorough cleaning.

Oldsmobile fanatics may cringe here; he bolted on a set of Oldsmobile “F” heads (a one year only option for the ‘70 W-30 442). Long before collectors drove parts prices sky high, these heads had been ported and they came on the ’68 Hurst/Olds when Dave bought the car. The heads and the tunnel ram intake manifold had been used for the drag strip, so they could easily handle the intake mixture coming from the dual 600 cfm Holley four-barrels. These heads are perfect for the Aero since the original Willys six-cylinder also had an “F” head. In this case the F referred to the valve and port arrangement – the intake valve was in the cylinder head and the exhaust in the engine block. The original Hurricane F-6 was now a Super Hurricane F-8 455.

Original Hurricane F-6

The cam came from the racing parts Scott and Dave have accumulated over the years. It’s an experimental Bullet cam they tried in Dave’s Hurst/Olds that he runs in NHRA Stock Eliminator. Stock rules require the factory lift (.474 in this case) but any duration. “We’ve got these wild durations. You want to talk about having a lumpy cam in there?” Scott says, “It’s a ridiculous lumpy cam. It sounds exactly like it should sound – a wicked looking car with a crazy cam.” Hydraulic lifters push Crane roller rocker arms and PAC valve springs.

An MSD ignition and distributor provide the spark. The drivetrain consists of a Borg-Warner Super T-10 four-speed and a GM 10-bolt rear end with 3.73 gears on a Positraction differential.

The hard part was trying to put all those components into the Aero coupe.

“I didn’t realize how in over my head I was until I really started to get into the car,” Scott said. “I’ve had no formal training as a mechanic. Never had shop classes. I have a shitty welder, two grinders, and a crappy set of tools.” Scott had built a low-10 second, wheel standing Olds drag car, but building a hot rod was something else entirely.

Fortunately, Scott is surrounded by people who wanted to help out. “I have friends that are just super talented guys,” he told me. “Professional metal workers, mechanics, carpenters. I told them from the beginning, I don’t want you guys building my car. But I need direction. I need you to point out when something needs to be done for strength or safety. Things that you can see, but I can’t.”

Even with the help, it wasn’t easy. “The challenge,” Scott told me, “was to get things to work on a car they were never intended for. Let me tell you, no one makes parts for putting a 4-speed, 455 Olds into a 1953 Aero Ace.”

The first challenge was the chassis – or lack thereof. The Willys Aero coupe was a small, lightweight unibody car – a “papier-mâché” car Scott called it. He described the thickness of the metal as: “Take some tin foil and mash it together and that’s about what you got.” That tin foil needed some reinforcement if it was going to hold up, so Scott welded on a frame built from 3/16” angle iron from the front end to the midpoint of the car. He then added additional structure as needed and round tube cross-overs for the front of the frame, engine, transmission, and two more boxed crossovers to mount the rear leaf springs.

Scott says the most common question he gets is, “How the hell did you fit that 455 into an engine bay that’s the same size as the engine?” That’s where the wheelbarrow came into play.

“I had to cut open the wheel wells for width and build a new firewall for length,” Scott told me. “But I don’t have a brake or press or roller that allow me shape metal. So I ran down to the hardware store and purchased a wheelbarrow with the right depth and width to match the 455. I took it apart and made the wheelbarrow the firewall of the car.”

Gassers usually have fenderwell headers, in this case a custom set of headers was not in the offing. Fortunately, Scott has “headers laying all over the place” from the drag cars, and he found out that a Hooker 1⅞” Super Comp header for a GM A-body worked on the driver’s side, and a 2” Super Comp header for a G-body worked on the passenger side. The collectors dump into a short set of pipes, then into swap meet Cherry Bombs and exit out the side, just in front of the rear tires, via chrome exhaust tips that never went on a truck he had.

And there’s no clearance for a brake master cylinder or clutch cylinder. Scott had to go to the world of 4×4 Trophy trucks to find clutch and brake pedals that swing in reverse so he could mount those cylinders under the dashboard.

“That’s essentially how the entire build went,” Scott said. “One problem solved morphed into another problem later in the build. Hell, it took me five iterations of the gas pedal before I settled on one that worked.”

The length of the engine required significant cutting and reworking of the radiator support and front bumper. He couldn’t run the clutch fan due to the additional length and the water pump is the shortest of the three available for Olds motors. The Speedway straight axle front end kit required extensive fitting to work on the Aero. The sheet metal for the transmission tunnel had to be bent around the shop trash can to get the correct shape. The E-brake handle is from a ’76 Corvette. The Hurst shifter and T-10 from a ’78 Pontiac Firebird. The rear axle (from a ’91 GMC) had to be moved forward to center the wheels and that required a new crossmember, which required moving the axle pads, which required moving the rear shackle mount, which meant the stock fuel tank wouldn’t fit… and on and on.

Most people fit the wheels and tires to the car. In Scott’s case, the 15×8 Rocket wheels with Towel City pie crust tires necessitated the car fitting the wheels. So, with more adjusting and some subtle fender modifications, they squeeze in there.

It wasn’t easy, but Scott worked through it. “The number of mistakes I’ve made is measured by how many times I’ve had to re-do things,” he said. “I walked away from that car more times than I can count.”

There are just a few details left to do before the Back to the 50s show in June. Scott started working on the original paint with some rubbing compound and he and Kim love the results. It’s buffing out to a beautiful blue. Scott will probably keep the patina that has formed, and the minor dings that indicate Mr. Remboldt might have had a few fender benders back in Streeter – “character in the steel” Scott calls them.

The final touch will be some classic drag racing gasser lettering, hand painted of course. “The nicknames of my buddies will be on there as my crew,” Scott told me. “And I’ll give homage to Streeter, ND and Bert’s farm on the trunk lid. Bert saved it from certain doom.”

And like all classic gasser cars, Scott’s has a name. “It’s going to be called ‘Broken Aero’,” Scott told me. “The name is a reference to the ‘broken arrow’ call sign used when all is lost and you want to bring in multiple levels of fighter planes to strike your position because you’re being overrun.” During this build, he did feel at times overrun, but he was reminded by his friends; no matter what mistake you make, everything can be fixed, keep going and do one thing on the car every day.

“I’ve always wanted to build a gasser,” Scott said. “They’re cool cars. But for this one, I don’t have the intention of drag racing it. I wanted to make a street machine that is a throwback to an era that is long gone. Well, I might have to give it a hit or two at the 1320…. those Southeast Gasser guys are badass.”

He also plans on a return to Streeter, unloading the car on Main Street, cruising the short boulevard of the closed Veil Oil station, and letting the remaining dust and gravel in the crevices of the Willys body return to the roads of Streeter.

And he’s going to give Bert a ride.

You can follow Scott on Twitter at @DimeBandit

The Minnesota Street Rod Association’s 46th Annual Back to the 50’s Weekend will be held June 21 – 23 at the State Fairgrounds in Falcon Heights, MN (St. Paul). For more information go to

Photos courtesy of Scott Bares
Click here to see photos of Scott’s Aero Ace.



2 Replies to “Scott Bares’ ‘53 Willys Aero Ace Coupe”

  1. Hey,
    Good luck with your car. I have a 54 with a 302 mustang running gear. All i need to top it off is the ” w ” on the trunk lid. I have a popper on the trunk so I don’t need one with a key way.
    Any clues?

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