Illinois & St. Louis St. Louis–Chicago train No. 252, behind a pair of new Alco Century 628s, meets counterpart train 251 behind an A-B-A set of Electro-Motive F-units at Pequot Junction in Coal City, Illinois.

The Illinois & St. Louis is a proto-freelanced HO-scale model railroad set in a mid-1960s Illinois, not long before the start of Amtrak and the rash of mega-mergers that hit the nation’s railroads in the 1970s and beyond. What is a “proto-freelanced” model railroad? It’s a plausible but fictitious railroad that is built into a real-life setting, with locomotives and rolling stock that are correct for the chosen time period being modeled, railroad operations that follow prototype practices of that time period, and the inclusion of models of real railroads and locations on the layout to enhance the realism and plausibility.


The I&StL represents a mid-size railroad serving the Upper Midwest in 1965–66 when U.S. railroads still had much individuality, yet were over-regulated by the government. It was a time when a majority of U.S. and Canadian railroads still operated their own passenger trains; when carload freight service was still relatively common; when intermodal freight service was catching on in the form of trailer-on-flatcar (TOFC) transport. The mid-1960s also reflects the shift from first-generation. diesel motive power built in the late 1940s and early 1950s, to second-generation, high-horsepower, turbo-charged diesel power.

An I&StlL Alco road-switcher working at Calumet City, Illinois.

The theoretical I&StL has three major routes: Chicago-Peoria-St. Louis, Chicago–Rockford–Minneapolis/St. Paul, and Rockford–Peoria–Indianapolis–Cincinnati. The I&StL’s theoretical freight (and to a lesser degree, passenger) market base is traffic moving between the Northwest and Northeast and Southeast as well as between the Southwest and Northeast, without having to go through the congested Chicago region. In short, the I&StL serves as a Chicago bypass, yet it also offers direct service to and from Chicago proper to directly serve that huge market.

For example, freight and passenger traffic off the Great Northern and Northern Pacific at Minneapolis/St. Paul headed toward Eastern destinations can move on the I&StL from the Twin Cities to Indianapolis via the Peoria Gateway. At Indianapolis, this traffic is turned over to the Pennsylvania Railroad, New York Central System, and the Baltimore & Ohio — and vice versa. At Cincinnati, traffic can be interchange to the Louisville & Nashville, Southern Railway, Chesapeake & Ohio, and Norfolk & Western for handling to Tidewater or Southeastern destinations.

As Barbara Boyd-Fane and Mike McBride make their moves through Brainard interlocking at Calumet City on the Illinois & St. Louis, layout owner Mike Schafer (far right) monitors the progress of the operating session overall. —Kirk Reynolds photo
The original Illinois & St. Louis is shown under construction in 1990 in Mike's 750-square-foot basement in Waukesha, Wis. Traditional and L-girder construction was used.

Chicagoland is on the far south side at the Illinois/Indiana border—State Line. Here, I&StL makes a direct and easy interchange with its two principal connections to the Northeast, the Erie Lackawanna Railway and the Nickel Plate Road. The heart off the whole I&StL system is I&StL subsidiary Central Illinois Terminal & Transfer, which serves what in real life was known as the “Peoria Gateway” and which included, besides Peoria (at times considered the second-largest city in Illinois), East Peoria/Creve Coeur (KREEV-cor), Morton, Pekin, and Mackinaw Junction.

The Illinois & St. Louis map below shows the theoretical route system in a real-life setting. The routes that are actually modeled are highlighted in green. All routes beyond are handled in staging yards.

I&StL in the Making

Construction of the first edition of the Illinois & St. Louis began in 1988 in what was my second house, in Waukesha, Wis. That edition of the I&StL covered 750 square feet, single level. It was built with traditional methods of layout construction — i.e., grid- and L-girder benchwork with plywood sub-roadbed with Homasote surface. Train control was basic DC, with rotary blocks and push-button transistor throttles. This was not a lone-wolf project. I had the help of many friends, including John & Cheri Schultz, who designed and built the transistor throttle system and did much of the layout’s wiring.

We began hosting operating sessions circa 1993, and the layout was well-received, if a bit on the cramped side. The I&StL concept described earlier worked just as I had planned, and that concept feeds the current layout, which I have dubbed “Illinois & St. Louis — The Sequel.”

This 1997 photo of East Peoria, Ill., on Mike's first I&StL layout shows a road freight out of Peoria rolling along the St. Andrews Air Line while the "Long Arm Local" switches the Transfer Yard, used by the Toledo, Peoria & Western, Nickel Plate, and Pennsylvania Railroad.

Because of the growing anti-rail-transit climate of southeastern Wisconsin, high property taxes, and the cramped facilities for the I&StL, in the fall of 1996 I bought a half acre of land in my old stomping grounds of northern Illinois, in the Village of Lee, near Rochelle. My property abuts that of the BNSF Railway’s ex-Chicago, Burlington & Quincy Chicago–Twin Cities main line, the one-time “Route of the Twin Zephyrs.” In 1997 I built a new basement for a new edition of the I&StL and also put a house on top of it. By the end of that year, I had moved in and began work on the new railroad.

At the same time, longtime (since 1965) close friend Mike McBride has also just moved into his new digs in Dixon, Ill., a half hour west of me. At that time, we started a ritual that lasts to this day: we and a band of other modelers/friends work on each other’s layout every Friday evening, alternating between our two layouts.

Illinois & St. Louis — The Sequel occupies a 1,600-square-foot basement. Having designed most of my own house, I purposely put the laundry room upstairs to allow as much free floor space in the basement as I could. Only the compact furnace and the stairway are located in the basement; the rest was for the new layout.

The new home for the Illinois & St. Louis in northern Illinois stands ready and waiting for electricity and a roof (i.e., house) in the fall of 1997. Mike moved in a little over a month after this photo was taken and began work right away on I&StL—The Sequel. The entire basement today is devoted to the I&StL.

The track plan for the new I&StL was designed late one evening — actually, early one morning — following some strong Steak ’n Shake coffee I had picked up on my way home from an operating session on Clyde Fazenbaker’s Lake Erie Route layout in Marengo, Ill. Full of inspiration and coffee, I loosely mapped out the I&StL’s new general track arrangement in about three hours. That sketch can be seen in the I&StL historical archives, and I have pretty closely followed it ever since.

Standing at Joliet, Illinois, on his HO scale Illinois & St. Louis railroad, Mike is shown with the rough-sketch track plan he used to build nearly all of the layout’s basic foundation. Though drawn to scale, it is only a generalization of the I&StL in terms of principal mainline routes, yards, and important junctions. Hand-drawn in pencil with aisles colored in blue, the plan was mainly a guide for benchwork location.

A “final,” detailed track plan was done in 2005 when a story on the new I&StL appeared in Kalmbach Publishing Company’s Model Railroad Planning, 2005. By that time, enough extensive work had been done on the new layout that we had started doing operating sessions in 2003 on completed sections of the railroad. However, the final “golden spike” (actually a track nail) was not driven until 2015 when the Mackinaw Junction–Springfield segment of the St. Louis line was completed, thus completing all mainline route trackage on the layout. Industrial trackage at Pekin, Lincoln, and Peoria is still in progress. There is currently a big push to get scenery under way.

Construction on I&StL—The Sequel is, like the first rendition, a combination of L-girder and traditional “box” or grid benchwork. However, for sub-roadbed, we employed a considerable amount of splinework, overlaid with Homasote for sub-roadbed. Accompanying photos illustrate this. The main difference with this rendition of the I&StL (aside from the obvious — that it’s about four times larger than the original in Waukesha) is that nearly the entire layout is double-deck, and in a couple of places, if you count staging yards and hidden running track, triple deck.

The control system is also seriously different: DCC (Direct Command Control) with both tethered and radio throttles by CVP Products’ Easy DCC system. “Mother May I” dispatching is done via radio, with the dispatcher located upstairs separate from the layout. The plan is to CTC and signal nearly the entire railroad, which will eliminate the clumsy and confusing “Mother May I’ method of train operation. That daunting project is currently stymied by a number of factors, not the least of which is the owner’s paralyzing fear of electronic devices and his creepy ability to bring electronic devices to a stop, whether he wants to or not, including his watch, cash registers, computers, and other modelers’ layout-control systems.


Though the goal has been to offer operating sessions every six weeks or so, my “real world” workload has prevented this, so operating sessions are sporadic. For those interested in attending an I&StL session, my recommendation is to join the Rockford (Ill.)-based RockRail group ( This fine organization serves as an “interchange” for several operations-oriented model railroads in northern Illinois/Chicagoland and southern Wisconsin. Operating sessions, including those of the I&StL, are announced in this forum-like website.

Operating sessions are in “tricks,” as a work period was referred to in railroading. First Trick would be 7 a.m. to 3 p.m.; Second Trick was 3 p.m. to 11 p.m.; and Third Trick was from 11 p.m. to 7 a.m. On today’s I&StL, we work with a 2:1 fast clock, so we can cover a trick in four hours. We can accommodate at least a dozen people per session, though at our Nov. 26, 2016, session, we had about 20 operators. Generally, sessions are held on Saturday afternoons. We can arrange to do special sessions for groups (six or more) coming from out of the area. We can usually fill out the rest of the crew needs with our regular crew members. For example, we have hosted a group of about six from Kansas City, filling out with about eight from our own crew-call list. We’ve also hosted a group from central Illinois and for local NMRA regional meets.

I&StL products

From time to time, I offer limited-run models of Illinois & St. Louis equipment. Check out the Products section of my website for details on availability.