Lew Spencer was working for a Morgan and A.C. distributor in 1961 when Carroll Shelby called to ask for a price on an A.C. rolling chassis. They met at a local restaurant. Lew gave Shelby a price and Shelby divulged his plans to drop a small-block Ford engine into the little sports car. "I can still see him walking away down the sidewalk," Lew says. "I said to myself, `There's no way he can put that deal together.' But of course he did."

Lew ended up driving for Shelby in 1963, then opened Hi-Performance Motors with Shelby, Al Dowd, Tom Reese, and Peyton Cramer. "It was called Carroll Shelby and Lew Spencer's Hi-Performance Motors. I don't remember the date when that started, but we closed it in September 1965, and I went to work at Shelby American. Hi-Performance Motors still existed after that but it was just shop maintenance. At Hi-Performance Motors, we thought we could sell some Cobras and GT350s. But Ford came along and said, `You can't sell GT350s; they can only be sold from an approved list of Ford dealers.' So, basically, that shot everything down."

When Lew officially became a Shelby American employee, he was hired as the Competition Sales Manager. "Part of it was getting rid of the cars that came back from team use in Europe. There was nothing more worthless than a year-old race car with no place to race. I laugh about that now because we had the six Daytona Coupes and had to beg people to buy them for $5,000." (Editor's note: Today, the Daytona Coupes are valued in the millions).

Competition Sales also assisted racers. "We helped people racing Shelby and Ford cars. We did mechanical bulletins and got them parts. In some cases, we gave them free parts, depending on how successful they were. And we made payments to them based on their finishing positions, both GT350 and Cobra. Then it was decided that there should be a Trans-Am car. Chuck Cantwell was the project manager for the GT350 and developed both the R-model and the Trans-Am car."

From 1966 through 1969, Lew served as Shelby's Trans-Am manager. Lew recalls how Shelby got involved in Trans-Am: "The last race of 1966 was at Riverside. If a Mustang won, Ford would win the Trans-Am title. So we got a budget from Ford--$5,000--to build a car for Jerry Titus. Jerry won the championship for Ford. Then it was decided that we should run a Trans-Am team for 1967. That got interesting because Bud Moore was the official Ford team and he was running Cougars. That was the year the Cougar was introduced, so they had a big push behind it. They had a big budget and could get anything they wanted. We got limited funding through Ray Geddes, who was Ford's representative to Shelby. Ray found a little bit of money in his budget and told Shelby to take it and go racing. So with a limited budget and without any real sanctioning from Ford, we went Trans-Am racing. We got Jerry Titus as our number-one driver and successfully ran the series."

After a disastrous 1968 Trans-Am season with unreliable, Ford-built Tunnel-Port 302 engines, Shelby headed into the 1969 season with a pair Boss 302 Mustangs, along with a second team from Bud Moore. The season started well enough, with Parnelli Jones winning the first race for Bud Moore and Sam Posey, substituting for Shelby team driver Peter Revson, taking the second. At mid-season, things headed downhill. Lew relates, "At Donnybrook, Horst Kwech went off the end of the straight and destroyed one car. Then we went to Michigan in the rain; Horst went through the fence and crashed into a spectator car, killing someone. Then we went to St. Jovite with our last two cars. George Follmer (in a Bud Moore car) blew his engine and our cars spun in the oil. It caused a massive wreck. One of our cars flipped over the barrier. The wrecking crew put a chain through the window to pick it up and that destroyed the car. So at that point we had four wrecked cars. We went back to Kar Kraft, and with their help and our crew, we put two cars together. From then on we could never get the cars to handle. Nothing worked, so at the end of 1969 we really looked bad. After that, Shelby got out of racing. That ended me."

Lew was also in the wrong place at the wrong time when Ford ended its racing programs in 1970. "[Ford's Director of Special Vehicle Activities] Jacque Passino had always been good to me and he put me with Holman-Moody/Stroppe in Long Beach. We were ready to take a performance parts program to the SEMA Show when Ford shut down its racing and performance programs. That closed Holman-Moody. Jerry Titus wanted me to come with his team. I wasn't doing anything else so I went with him. I went to Elkhart Lake for my first race with him and that's when he crashed. Two weeks later, he died. It wasn't a good time."

Lew eventually returned to work for Carroll Shelby, primarily as a troubleshooter for Carroll's various businesses. "He had some problems with his Carroll Shelby Original Chili Company so I got sent to run that for a while. Then he started the Carroll Shelby Clothing Company. He was having trouble with that so I was sent in to get it sorted out, and we did. He ended up getting rid of it."

How does Lew feel about his time with Shelby American? "We knew it was unique. It was special and loads of fun. We knew it was pretty big as far as automotive performance and racing was concerned, but none of us had any concept that it would become as big as it has today."