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At dawn, on May 26, 1934, the gleaming locomotive inched forward; with newsmen, railroad officials, and a curious crowd looking on, the streamlined train left Denver's Union Station behind... to attempt a record-breaking, non-stop run to Chicago.

NEWSREEL: "A new era in railroad transportation. The Zephyr's epical thousand-mile run, the fastest train dash ever made!"

All along the route, people by the thousands stood near the tracks to catch a glimpse of the streamliner -- a smooth, sleek machine, unlike any they had ever seen.

"You almost forget you're moving, " observed one of the reporters on board, "until you look out at those fence posts going by and realize they're telegraph poles instead."

Small airplanes tried to match the silver streak's speed which peaked at 112 miles per hour -- cutting in half travel time between the two cities.

In Chicago, a huge crowd gathered to cheer the record-shattering run, as headlines hailed the dawn of a new era.

Within a few years, dozens of streamliners were racing across the country -- the sleek, stainless steel trains were the pride of the nation.

But the bright promise of the streamliners would soon fade: In just twenty years, routes were abandoned, equipment sold overseas... gone were the days when American trains were the fastest, most comfortable in the world.

Act 1: River of Steel
"To anyone outside, a speeding train is a thunderbolt of driving rods, a hot hiss of steam, a blurred flash of coaches, a wall of movement and of noise, a shriek, a wail, and then just emptiness and absence, with a feeling of 'There goes everybody!' without knowing who anybody is... And all of a sudden the watcher feels the vastness and loneliness of America, and the nothingness of all those little lives hurled past upon the immensity of the continent. But if one is inside the train, everything is different."
Thomas Wolfe

NARRATOR: For almost a century, American life had been shaped by the railroads -- iron tracks stretching farther and farther across the vast continent, from the industrial centers in the East to the distant territories of the West.

DAVID M. KENNEDY: Since they showed up on the scene, the mid-19th, early 19th century, the railroads were both the symbol and the substance of all that was modern in this society. The railroad is the technology that draws people into the market, that begins to change their ways of life.

NARRATOR: But by the 1920s, the once dominant railroads faced a threat: The "horseless carriage" had grown into a potent rival. In just a few years, a stream of cars and trucks was sweeping along an ever-expanding network of roads.

MAURY KLEIN: The swiftness and the completeness of that change to the automobile is just unbelievable. Goes from something like -- uh -- 3.5 million registrations in 1918 or 19, to 29 million by 1929.

NARRATOR: In less than a decade, railroads lost forty percent of their passenger business. There was little the industry could do: Fares, service and freight rates all were determined in Washington.

DAVID M. KENNEDY: Just at the moment when the railroads were about to become terribly vulnerable anyway because of new competition in the movement of both people and goods, is just the moment when they found themselves most tightly locked in the embrace of the federal government, and arguably least able to respond competitively.

NARRATOR: At the Chicago, Burlington & Quincy, a long-prosperous railroad, mounting losses forced a change: In 1932, the company appointed a new president -- Ralph Budd -- to deal with the crisis. A farm boy from Iowa, Budd had completed his training as a civil engineer in 1899. On his first job surveying a line, he caught the attention of John F. Stevens, the man in charge of building the Panama Canal.

MARK REUTTER: When Budd went into the railroad industry in 1899, it not only was the dominant industry in the country, but it was in a place where men could think big thoughts, but where the ambitious and the innovative went.

NARRATOR: "I was determined to get as much construction experience as I could," Budd recalled. "The Panama Canal was the great construction job in the world... There was nothing like it. There was nothing like it in the world."

JOHN M. BUDD: I didn't really think about it ... until I went back and looked at the dates, and started looking at when he was born, and he was younger than thirty when he was in charge off realigning the railroads in Panama, when they were building the canal.

NARRATOR: In 1909, after three years in Panama, Ralph Budd headed back north to help survey a new line for the legendary railroad tycoon James J. Hill.

JOHN M. BUDD: I remember Grandpa telling about the survey work that he did in Oregon, right after he left the Panama Canal. And he loved the outdoors. He just loved to ride horseback and camp and it was all part of his life's career as a as an engineer. I'm an engineer and I recognize very well what the goals were, which was to find a gradual slope, and one without curves. These are the two things that make a good railroad.

NARRATOR: Seventy-year-old Hill showed up to take a look at the work.

"I met Mr. Hill when I was on the Oregon Trunk," Budd remembered. "He was crisp. He was questioning everybody about everything concerning the railroad and country and everything else. He was just as keen as a person could be."

That winter, an avalanche buried one of Hill's trains. Eighty-seven passengers were killed by the crash. In the wake of the tragedy, the old railroad pioneer called on Ralph Budd for help:

"It was a magnificent railroad, East of the Cascade Mountains and West," Budd wrote, "but it had a weak Cascade Mountain crossing. For about two to three weeks every spring or late winter no one on the Great Northern knew for sure what he might find in the morning reports. It was a hazardous thing."

Budd came up with an ambitious solution: an eight-mile tunnel -- the longest in America -- to lower the crossing and bypass the dangerous switchbacks.

It took thirty-six months of round-the-clock labor before the Great Northern could celebrate the new Cascade Crossing. But as the newly-appointed president of the Burlington Budd now faced an even more daunting challenge:

MAURY KLEIN: Well, for Ralph Budd or anyone else who's becoming president of a railroad in 1932, he couldn't have found a worse time. The Depression is at its absolute depths.

DAVID M. KENNEDY: It was an economic catastrophe on a scale this country had never seen before, and God willing, will never see again. One out of every four willing workers, unemployed by 1933, a twenty-five percent unemployment rate, something today we would find just incomprehensible.

NARRATOR: In three years, railroads laid off a million employees, more than forty percent of their work force. In 1932, the Burlington lost a quarter of its freight load and more than a third of its passengers. Budd had to find a way to boost his failing passenger business.

MAURY KLEIN: In the passenger field, you really have only one of two options, if you're a railroad president. You can cut your losses to the extent that you starve the service, or you can try to find some new and exciting way to attract people to the to the railroads.

NARRATOR: Budd's interest was caught by an odd-looking vehicle nicknamed "The Green Goose." The "Goose" -- an experimental, lightweight rail car -- was the concept of an automobile manufacturer from Philadelphia -- Edward Budd.

MARK REUTTER: And in a way it seemed like fate really meant for the two Budds, who had never met and did not even know that they were distantly related, to come together.

NARRATOR: With his automobile business in trouble, Edward Budd, too, had been searching for new ideas: "A depression is a period in which you have time to think," he liked to say, and his thinking had lead him from cars to "The Green Goose."

MARK REUTTER: He was on one level a Horatio Alger figure, going from a laborer in a big foundry to the head of the largest manufacturing company in Philadelphia. But it was his constant inventiveness, and particularly his interest in moving structures. He was really the master of moving structures.

NARRATOR: For twenty years, Edward Budd had pioneered the use of steel in wheels and car bodies... using crash tests to impress a skeptical industry. His company had invented an ingenious process to weld stainless steel -- a new metal of remarkable strength and durability.

MARY MUCCI: He was so interested in stainless steel and what could be done with it, and I think made a conscious effort to see how far the characteristics of stainless steel could be extended and used. He was proud of the fact that they could fashion so many things from this metal which was both strong and light.

NARRATOR: Burlington president Ralph Budd immediately saw the promise of light-weight construction: "Using a car that weighs less, but carries as much load," he argued, "saves work just a surely as shortening a line or lowering a mountain summit."

With Edward Budd's help, he set out to develop a revolutionary new train.

MARK REUTTER: So, over a creative period that lasted around -- around eight months, they really completely re-jiggered, re-designed, re-thought through the Green Goose. They took the best ideas from buses and cars and planes -- all of which both of these men and their skilled technicians knew about -- and they began building in north Philadelphia, in the fall of 1933 -- uh -- a stainless steel train that they soon would call the Zephyr.

NARRATOR: At the same time, the Union Pacific, Burlington's long-time rival, started to build a similar train.

MAURY KLEIN: What evolved into a competition between the Union Pacific and the Burlington didn't really start that way consciously. It is more a case of two very bright people hitting upon similar ideas at about the same time, and then discovering, without realizing it at first, that they were in a race.

NARRATOR: Three key ideas shaped the design of the new trains:

Both railroads used streamlining, based on wind tunnel tests, to maximize high-speed performance.

Both chose light-weight construction to improve speed and efficiency.

The Burlington took the more radical route -- relying on Edward Budd's know-how to make roof and walls stress-bearing elements of the stainless-steel cars. The complete, three-car Zephyr weighed little more than a single, standard-weight coach.

The two companies opted for internal combustion -- not steam -- to power their trains. Ralph Budd picked a Diesel engine still under development at General Motors. The Diesel, he believed, would prove more efficient than a conventional gasoline motor. Budd was willing to wait for the new engine, even if it cost his railroad the race.

In the winter of 1934, Union Pacific unveiled its gasoline-powered train.

The "M-10,000", stated a railroad publicist, is shaped "to open a clean hole through the air and let it close again with the least possible fuss or turmoil."

It was the first American streamliner.

MAURY KLEIN: The most interesting thing about the streamliners was the public reaction to them. When the Union Pacific unveiled its Little Zip, and it made its first trial run, people lined the tracks. And when it went on public display in several cities, thousands of people lined up to see the train.

Two months later, the Burlington rolled out its Diesel-powered "Zephyr" -- named for the god of westerly winds.

MAURY KLEIN: When the Burlington unveiled its train and it made its maiden run, thousands of people lined the tracks to see it. And after it began to run, and it went on tour, the same thing happened. Lines of people formed in the station, just to come and see this new wonder.

The curious crowds filing through the Zephyr at every stop, discovered an air-conditioned interior featuring sleek lines, recessed lighting and large, double-pane windows.

MARY MUCCI: I had traveled enough on the old Pullman cars, with the heavy green upholstery and whatnot, to be excited by the lines, even though I was very young, to think this was something very great and very exciting. And I think I got some of that excitement and pleasure from my grandfather. I mean, he obviously took great pride in seeing the product move out of the factory and into use.

In the spring of 1934 the two streamliners became star attractions at the Chicago World's Fair: "When the M-10,000 and the Zephyr made their bow," wrote a reporter, "something clicked in the mind of Mr. Average Man and the streamlined era had arrived."

JEFFREY MEIKLE: This is two years after the worst year of the depression. Recovery is not really underway, but there are signs: Roosevelt has come in. The New Deal's gotten underway. People have a sense that perhaps things are going to get better. And then here are these flashy, fast, non-smoke-belching, sleek things that suggest flight, that suggest a new age, that suggest that things are going to be materially different.

Act 2: Streamlined!
Toy train manufacturers wasted no time launching small-scale versions of Little Zip and the Zephyr.

"Any man with pretensions to normality knows a lot about toy trains," declared the Lionel Train Catalog in 1935. "The essence of toy railroading is contained in the nostalgia in his heart. Apparently, the toy train is irresistible. And the moral for economists is clear: There is no depression, if your heart is set on owning and landscaping a railroad."

JOHN M. BUDD: Such a really vivid memory of having that train, and pushing it around on the sidewalk, and we also used to push it around inside the house. And the whole idea of a different-looking train was something that was imprinted when I was probably -- well, this is 1936, so I was 2 years old.

From the moment they entered service, streamliners were a success. Ralph Budd quickly placed orders for additional Zephyrs and, with a showman's touch, he kept his train in the spotlight:

Casting it in "The Silver Streak", a Hollywood adventure... using strongmen and elephants to dramatize the train's lightweight construction... and launching new service between Chicago and Minneapolis-St. Paul with two trains full of... twins.

The Zephyrs slashed three and a half hours off the old schedule. On most runs, the speedy trains were filled to capacity. "We seem to have found out quite a good deal about what the public likes in the way of passenger service," noted Budd, "and we seem to be able to provide it."

The streamliners provided coaches with double reclining seats, stylish lounges, and elaborate menus: Roast Prime Rib, Milk-Fed Chicken, Broiled Prime Steak with Mushroom Sauce, Vegetable Dinner with Poached Eggs, New Potatoes in Cream, Fresh Asparagus, Pies, Cheese and Coffee.

GARRARD WILSON SMOCK JR.: And I think it was eight settings. Each one had their own waiter. And they had four cooks. They had the chef cook, second cook, third cook, and the fourth cook was the dishwasher. All he did was wash dishes. But the food was -- everything was prepared. Now, at Thanksgiving, if we're out on the road, turkeys were baked. Sliced your turkey dinner, you had fresh turkey.

The new Diesel engine became a critical part of the Zephyrs' success, cutting in half the operating cost of a steam-powered heavyweight. Union Pacific quickly added to its fleet of streamliners, introducing Diesel trains to Portland, San Francisco and Los Angeles.

GARRARD WILSON SMOCK JR.: But the streamliners, then, we carried more passengers, we carried more cars, because they were lightweight. They weren't like this heavy car here. Eleven, twelve cars was the most we carried on the heavyweight car. But we could put fifteen on the lightweight. But he pulled in, you'd have to make a double stop in certain stations because we'd be so far out in the boonies.

To keep up with the new craze, many railroads gave their older trains a face lift: The New York Central and Pennsylvania railroads hired prominent designers to apply streamlined curves to their steam locomotives to create a sleek, modern look for their most elegant trains, "The 20th Century" and "The Broadway Limited."

JEFFREY MEIKLE: Throughout the thirties, every railroad competed to come up with the most interesting, provocative design. Each railway would have a family resemblance for its locomotives and common livery, common paint schemes. But they were all competing against each other to have the most distinctive equipment on a given passenger route.

GARRARD WILSON SMOCK JR.: My car was a buffet lounge. I didn't have no beds in it. I had the lounge, a buffet and I had the secretary next to me, I had the barber, and then the stenographer. Each of them had their private rooms. And the men would come and sit in the lounge, and the barber would tell me, he says, "Smock, will you call for Mr. Jones? " And I'd say: "Mr. Jones, the barber is awaiting you."

JEFFREY MEIKLE: The public really got caught up in a streamlining mania. And articles about these trains appeared in all the newspapers, big city newspapers, local newspapers. A great deal of publicity. And designers and executives realized that streamlining was a hit.

Egmont Arens, a prominent New York designer, sent a telegram to President Franklin Roosevelt alerting him to the streamlining revolution:

"Arriving Washington Sunday with a lantern slide talk called 'Streamlining for Recovery', showing streamlined Aeroplanes, Zeppelins, Ocean Liners, Trains as well as Streamlined Trees, Flowers, Whales, Diving Girls, Houses, Women's Fashions -- Stop. Streamlining has captured American imagination to mean modern, efficient, well organized, sweet, clean and beautiful -- Stop. You would love it -- Stop."

JEFFREY MEIKLE: They probably almost had a sense of being called, a vocation or a mission, that the nation and the economic system needed to be transformed. The Depression itself was simply the last gasp of the old industrial system that the Industrial Revolution had created. And I think that they felt that these were extraordinary times. They were revolutionary times.

Streamlining is a word of "great liberation," declared Egmont Arens. It expresses "the wishes and hopes of people in all walks of life whose will and energy has been chained down by the circumstances of the depression."

JEFFREY MEIKLE: Businessmen embraced the whole notion of design out of a total sense of collapse. They were at their wit's end. They didn't know what to do. So the industrial designers would then change the appearance of a toaster or a washing machine to try to get an edge up on the competition.

"Art is the science of eye appeal," stated William B. Stout, the designer of the M-10,000. "If one builds into a commercial product an appeal to the eye, he establishes the first point of salesmanship, which is impression."

MARY MUCCI: We had what was an old-fashioned and kind of clumsy looking toaster where you put one piece in one side and closed it up, and one piece in the other side and closed it up, and then next we had this very sleek looking toaster.

From lipstick to locomotives -- streamlining was re-shaping America.

By the late thirties, the ten fastest trains in the world were all American streamliners. Nearly one hundred streamliners criss-crossed the country with remarkable success: Since the launch of Little Zip and Zephyr, the number of passengers had grown by more than a third.

But the run of the streamliners was about to be sidetracked...

Soon after the German invasion of Poland, Ralph Budd was called to the White House. President Roosevelt needed a railroad man to help prepare the country for war.

JOHN M. BUDD: All of a sudden he was making many trips to Washington, and he was very obviously in thought a lot of the time. It was clear that he was really under stress.

For two years, Budd juggled the demands of the Burlington with his advising role in Washington.

Factories from coast to coast began re-tooling for war: In Philadelphia, Budd Manufacturing stopped the assembly of streamliners and switched to trucks and artillery shells.

MARY MUCCI: What I remember most about it was the change in the lifestyle of my grandfather and my father, who also worked at the company at that time. Because both of them had the philosophy that the workmen were the most important part of the operation, it was given that one or the other of them would be at the factory which was then working 24 hours a day.

When gasoline and rubber shortages stalled transport by truck and by car, the railroads were ready to pick up the slack.

MAURY KLEIN: War is about moving the maximum amount of stuff with the minimum amount of effort. And no frills. And because it's a war being fought in both Europe and Asia, there's a huge flow of traffic to both coasts. And that means the train system is working constantly. Everything's working, but the train system is working constantly.

More than ninety percent of military freight and ninety-eight percent of servicemen moved by train.

GARRARD WILSON SMOCK JR.: Railroading was hard during that particular time, because we were hauling what they called troop trains. You'd pick up a bunch of soldiers in Los Angeles to take them to Van Doren, Mississippi. And you got them, pulled them soldiers all the way. But you'd leave Los Angeles today, the 21st of August, you may not get back until the 15th of September, because when you get to Van Doren, they're going to send you somewhere up north, or they may send you to Ft. Louis, Washington. Well, you say, "When I get to Ft. Louis, Washington, I'm headed home." They may send you to down in San Antonio, Texas, with a bunch of soldiers. You were supposed to have your white coat on, and it got so hot, the cars were non air-conditioned and everything. You come down to your shirt and take your tie off. And that was the pits. That was what I meant by "the pits," as far as servicemen are concerned. I have nothing against them. A lot of them I waited on, never came back.

Freight and passenger loads nearly doubled during the war; the effort to keep the trains moving was taking a toll:

"We worked day and night," remembered a boilermaker. "Every engine we had was junk... War freight sitting in the yards, telegrams coming in continually: "Send that locomotive over! We've got to have it! The boys need it!"

Late in the war, industry leaders gathered to mark the streamliners' tenth anniversary. Little Zip had been scrapped for the war effort, but the original Zephyr -- with more than a million miles under its wheels -- showed up for the celebration. Ralph and Edward Budd were guests of honor.

"We expect when this war is over that a great field will open for all the railroads," declared Edward Budd. "The American people have an appetite for travel. It has gotten a great impetus by the travel back and forth of our sons and daughters in their duties in the fighting forces. These young people have seen what they had not seen before. They have written home about things that their parents have not seen. After the war we are all going to want to go places."

Act 3: The Last of the Zephyrs
ELIZABETH PLATER-ZYBERK: I have very good memories when I think of trains, from earliest childhood, because I grew up in a small town outside of Philadelphia, that was on one of the main train lines going into the city, it was the end of the main line. And the walk into town from home always crossed the railroad track. And as a very small child, I remember the excitement of seeing the trains, looking down at them, because they were long distance trains -- one was called the Spirit of St. Louis, or the Chicago Special, or whatever. So they evoked faraway places.

As the country entered the postwar era, one by one, the railroads launched their new streamliners, replacing equipment worn out by the war.

General Motors' Vistadome cars, became the streamliners' latest attraction -- providing spectacular roof top views from a glass-enclosed perch high above the tracks.

BRUCE MACGREGOR: Railroads knew by 1945 that passenger train revenue was marginal. And they knew that they were gambling by spending money on new designs, on streamlined trains. They were taking an enormous gamble.

Ralph Budd urged Washington to loosen its grip on the industry: Railroads should be "encouraged to become 'general transportation agencies'," he declared, "offering to the public whatever the public might desire in a free and open field." Budd proposed launching regional helicopter service to connect to his high-speed Zephyrs. The Civil Aeronautics Board rejected the idea.

MAURY KLEIN: If you are a prosperous railroad, if you have ambition to be a major railroad, you really have no choice. You have to have a passenger traffic. There's no question about that. The government mandates that you have a passenger traffic. If you're a proud railroad, you're not going to run that as a shoddy business, and your equipment is literally so beat up from the war that you cant use it. It has run that hard. So you're going to have to make an investment. And if you're going to make a go of it, you have to buy as good a stuff as you can afford and try to make it work.

To attract new passengers, Ralph Budd was building a brand-new luxury train, a Zephyr not for the business traveler -- but for tourists!

BRUCE MACGREGOR: All of the features that were designed into the California Zephyr had the tourist in mind, the adventurer who wanted a rail experience rather than business travel. Its length was one feature: 11 cars long, almost 1,000 feet. It was designed to be long enough to roam, literally to give people room to stretch, room to discover.

In the spring of 1949, just months before his retirement, Ralph Budd launched the last -- and the best -- of his Zephyrs.

BRUCE MACGREGOR: The California Zephyr was a marketer's dream. It never did claim to be the fastest train across the country, and I don't think it really had to. I think what it had to do was convince the public that they could afford a moderate amount of luxury on their own budget, and enjoy that as a vacation on a train that would take them through most of America.

To operate his new train from Chicago to the West Coast, Budd secured the help of two other railroads, the Denver & Rio Grande and the Western Pacific. Their tracks marked a spectacular route across the Colorado Rockies and through Feather River Canyon, deep in the Sierra Nevada Mountains.

CATHY VON IBSCH: The most important was the service to the people. You were there as that public relations person for the train companies, for the trains, so that the ride was pleasurable and a good experience. If someone on the train needed something at some of the stops, we would go off and get it for them. It might have been a newspaper, or a candy bar, or something of that nature.

ERNIE VON IBSCH: The Vista Domes added a lot to your journey, even to those that had to work on it, because we were able to from time to time observe our train from up there. Many times when the passengers all retired for the evening, I often would, working as the rear brakeman, ride in the rear dome and I could see my whole train. In the evening like that, the desert's beautiful across Nevada.

MAURY KLEIN: So times were good, travel was heavy, and the good streamliners were still one of the best ways to go long distances. But as the fifties wore on, the aircraft industry began to shift from propeller-driven planes to jet planes. And once the jets began to become the main commercial fleet, they could cut huge amounts of time off of long distance travel.

Federal funding of airports and highways further tipped the competitive balance. Even in large cities -- once the very core of rail passenger business -- the new expressways brought dramatic change.

ELIZABETH PLATER-ZYBERK: We now have a kind of picture of an American downtown which is of parking lots and empty lots and a few buildings in between.

Those cities, when you look at their photographs of them in the late forties, still in the early fifties, are incredibly energized places. Downtown Los Angeles, 1950. The streets were crowded with people. There were trolleys, pedestrians, very few cars. Clearly places of great energy and activity. They came apart one building at a time, and one move at a time. More cars coming in, more parking needed. The railroad being bought out. Less and less rail service. People moving out of the city.

In the past, American cities had grown alongside the tracks of trains and trolleys. The new suburbs were built to a different scale.

ELIZABETH PLATER-ZYBERK: It really wasn't until after World War II that we began to build in a different dimension. And we began to build for the measure of the car. And of course the whole glamour of this new technology, of owning a car, of being liberated by the car. You know, we still advertise the car as if we were driving it every day through a redwood forest.

By 1960, American railroads, once again, were in a state of crisis:

While streamliner technology was revolutionizing high-speed trains in Europe and Japan, American railroads were on the brink of collapse. Government regulation, soaring labor costs and losses on most passenger routes threatened to ruin the industry.

MAURY KLEIN: The railroads are in what seems to be an eternally losing proposition of having to run certain parts of their business at a loss, whether they want to or not. The old rules are still in effect. You can't abandon mileage unless the ICC says so, and that's' a long, torturous process.

BRUCE MACGREGOR: By 1966, the Western Pacific was losing a million dollars a year on the California Zephyr. And they would show up yearly in court in front of the ICC, hat in hand, begging to be let out of the train, begging to discontinue the California Zephyr, at the same time refusing to lower the service standards on the train, and having the Interstate Commerce Commission tell them that the high level of service standards was the very reason that the government would not let them discontinue the train.

MAURY KLEIN: Train travel could be aggravating. It was certainly nothing that one wants to romanticize, in that sense. But it was literally an experience that enabled you to see the country, for one thing. To go from, say, Chicago to Los Angeles is to see a large part of the United States. To take that trip by air, you could do it in a few hours. But you've seen nothing, you've learned nothing, and you literally don't know where you are.

BRUCE MACGREGOR: I think Americans have always watched time as a one of the basic dimensions of their life. The railroads were no different, but I think when travel remained on land, when trains were the way we got around, once you got on the train, especially long trains, trains that crossed the country, time suspended itself.

By the late sixties, railroads were scrambling to get out of the passenger business, abandoning trains as quickly as the ICC would permit. Some of the most glamorous trains were scrapped, including "The 20th Century Limited" and Burlington's "Texas Zephyr".

For the California Zephyr, too, time was running out.

ERNIE VON IBSCH: I believe it went to the ICC about four times. And each one of those times was like waiting for the hour of execution. And fortunately... and over the last minute, we got the eleventh hour reprieve, and continued to operate and hope for the best.

BRUCE MACGREGOR: The ridership actually increased when it became clear that the train was truly going to be abandoned in 1970. Some of us had inklings perhaps of writing about it, or photographing it. But for all of us, I think, in the those last 6 months, I think what motivated us was the sense of loss.

TED BENSON: This was after the announcement had come that the train was going to be discontinued. And I think probably one of the most foreboding shots I got on that trip was a fish eye lens view of the train leaving Oroville right at dusk.

And at that point I started making some plans to ride the train, although it was, you know, very early 1970 before I got around to actually going on the train.

This was that first day I rode the train in February of 1970. Art Jones was one of the porters on the train. They had maybe fifty people rode out of Oakland, at the most. And here's this coach porter riding alone in the coach, just this sea of empty seats.

This is another one of my favorites. The Zephyr really wasn't the kind of a train that appealed to a lot of businessmen. They you know, if you were in a hurry to get someplace... one guy seemed to have nothing but time on his hands to ride in the lounge car.

CATHY VON IBSCH: No one really believed it was going to happen. The crew just kept on doing their job. Even though we got the bulletins with regard to the hearings and the outcomes day by day, there was always someone in the company that would hand write a note across: I don't believe this is happening. It's not going to happen to us.

BRUCE MACGREGOR: My grandfather had taken so much pride in the train, and associated that pride with the railroad that he had worked with, that in my mind I associated his death with the train. He died two years before the train came off, but he was aware of the discontinuance proceedings. And I'm sure that in the two years that he had to listen to the ongoing court debate, he wondered why. He probably wondered what had really become of something that he had believed in deeply.

TED BENSON: We got into Stockton on the last eastbound trip, they had... there were a few protesters there. And there was a father and a mother and their infant daughter. And she's got a sign that says: "Is progress our most important product? " And, you know, father's got the sign that just really struck a nerve with me. It was, "Hey Dad, what's a passenger train? "

CATHY VON IBSCH: It was a very emotional last run. I rode from Oakland to Sacramento and then came back. Lot of people that we had met along the way, passengers that we had met that traveled on a regular basis on the train. There obviously was a lot of press. It was a very sad, emotional time. It was a time where people just were part of a big family that felt like almost like a funeral.

TED BENSON: We got into Oakland... just made the stop at the passenger station, and we had about one mile left to go down to Middle Harbor Road, which was the coach yard. The fireman pulled out some cigars and passed them out. And so we lit up our cigars and rode the last mile in the cab of the engine. And I just thought that was just a really good portrait of Gordon, just your classic engineer, hanging on to the whistle cord. He was doing his last mile on a passenger train.

This was in the yard at in Oakland, Middle Harbor Road. The Zephyr had come in and tied up for the very last time. And that was, that was it. We didn't know if we'd ever see a train like that again. And I guess you could say we didn't.

BRUCE MACGREGOR: The irony was, of course, that the same year that the California Zephyr actually vanished, Amtrak would be born. So that in reality, we had continuity, we actually never lost it. But I think the thing that we lost was the thing that we were losing all along. It was the fact that most Americans weren't traveling by train; that we were really well beyond the point of committing to airplanes and a faster pace of life. And it gave us a chance to perhaps mourn a lifestyle or a connection that we knew we had lost anyway.

Ralph Budd -- the pioneer of the Burlington Zephyrs -- died in 1962 at the age of eighty-six, still convinced that streamliners would see a bright future.

In Europe and Japan the Zephyrs' example helped build extensive networks of high-speed, inter-city trains; in the United States public funding remained focused on airports and highways.

After twenty-six years of service and more than three million miles -- the original Zephyr rolled into Chicago one last time... to take up residence at a local museum.

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