Junk yards. Railroad yards. Scrap yards.

Not a pretty sight in Canal Park in the 1970s. Oh, there was Lake Superior, of course, but few Duluthians were gazing in that direction.

Minnesota's Air Conditioned City had yet to realize its niche as a jeweled tourist haven and welcoming outdoors community with bricks on its main street and tall ships in its harbor.

A transformational moment arrived when entrepreneurs Mickey Paulucci and Andy Borg, seeking a restaurant liquor license, bought the Sand Bar cafe in Canal Park. In 1976, it became Grandma's Saloon & Deli.

Scott Keenan, a Minnesota Duluth student, part-time house painter and president of the North Shore Striders, then approached the new restaurant about lending its name, and some $600 in start-up cash, to a 26.2-mile running event along the North Shore. In 1977, it became Grandma's Marathon.

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Both lakefront entities have grown spectacularly. The saloon and deli, and the marathon are celebrating 40 years in 2016.

"My belief was that for so long everything in downtown looked away from the lake. What we needed was to look toward the lake," Duluth native John Fedo, 65, the city's mayor from 1979-92, and credited with aiding the revival, said recently. "It took a wholesale effort to clean up (the waterfront) of what was truly an old industrial town."

A makeover catalyst was the extension of Interstate 35, a 10-year project from 1982-92, costing slightly more than $200 million for a 3.2-mile stretch from Mesaba Avenue to 26th Avenue East. The funding led to many aesthetic changes along the project corridor, including the Lakewalk.

Since then, there's Bayfront Festival Park and the permanent docking of the William A. Irvin oreboat. Hotels, shops and eateries, the Great Lakes Aquarium and Amsoil Arena.

Grandma's Marathon and the Bayfront Blues Festival, in its 28th year, remain the top annual tourist events in Duluth, a town of 86,000. The marathon's three June races have approximately 21,400 registered runners in 2016 and nearly 65,000 folks are expected in town spending about $10 million, according to VisitDuluth spokesperson Bob Gustafson.

A little paint

Before the first Grandma's Marathon, on June 25, 1977, organizer Keenan and Brian Larsen, a fellow North Shore Strider, received 55 gallons of brown paint, courtesy of Keenan's dad, Chester, donated by Pittsburgh Paint. They had a small beautification project: Covering a rusty, eight-foot, sheet-metal fence in the area of the race finish line surrounding one of Duluth's private junkyards.

Keenan always has been one for details and his vision led Minnesota's oldest marathon through a couple of running booms and into the big time of road racing. He's a Duluth loyalist with a manager's acumen; often unbending, but particularly effective during 37 years as race director through 2013.

"You can't emphasize enough what Grandma's Marathon has done for Duluth. It helped put us on the map at a time when we needed a boost of community self-esteem," says Dan Russell, 62, executive director of the Duluth Entertainment and Convention Center for 27 years, and with the DECC organization since 1979. "Duluth is now a tourist destination and a destination for those looking to relocate."

A steamy, 80-degree day greeted 150 runners in the inaugural race. Within five years, it had 4,500 entries and within seven six years, 7,000. A entry cap was put in place, because of finite space at the finish line, and some Minneapolis-St. Paul runners were so concerned about getting in, they hand-carried registration forms to Duluth instead of trusting the mail. The race sold out for 14 straight years through 2008, when there were a record 9,888 entries. The race is at capacity again, filling on Dec. 31, the earliest in race history, with 9,601 runners.

Grandma's Marathon's reputation is known worldwide. When Dick Beardsley of Excelsior, Minn., outdueled Twig's Garry Bjorklund to win in 2 hours, 9 minutes, 37 seconds in 1981, it was the ninth-best time in marathon history. Charlie Rodgers, brother of U.S. running superstar Bill Rodgers, questioned whether the Duluth course was accurate. It was. For many years, Beardsley's time stood as the fastest ever recorded in the month of June. The race grew in stature because it is well organized and, more often than not, provides good running weather because of Lake Superior. The last four races have had temperatures in the 60s or cooler, which backed a men's course record in 2014.

Grandma's Marathon went non-profit in 1987, trademarking its name, then introduced prize money in 1989 and added the Garry Bjorklund Half Marathon in 1991. The 2016 event budget, including the half marathon and William A. Irvin 5-kilometer race, is $2.73 million. When Keenan retired in 2013, he was succeeded by second-in-command, Jon Carlson, who then handed the baton to former Grandma's Marathon promotion and design director Shane Bauer a year ago.

Finance and operations director Linda Hanson of Twig has been with the race longer than anyone on staff, joining in 1987. She has an intimate view of the event and its surroundings from the marathon offices on Canal Park Drive, just yards from the finish line.

"Sometimes you feel as if you went to sleep and when you woke up: There it was. So much changed; hotels, stores and a lakewalk. A beautiful place, and the marathon is part of that," Hanson said. "We're proud of the race and the community is proud. We feel we put on one of the best races in the country, and that keeps attracting runners here and introduces them to Duluth and the North Shore."

From Laredo to Duluth

Interstate 35, which covers 1,569 miles from Laredo, Texas, to Duluth, is part of the National System of Interstate and Defense Highways, which began with President Dwight Eisenhower's urging in 1956. The final I-35 segment sparked one of the most divisive issues in Duluth history.

Citizens for Integrating Highways and the Environment was formed in 1970. A Stop the Freeway organization began in 1973 followed by public hearings. The Duluth City Council requested an I-35 extension from 10th Avenue East to 68th Avenue East in May 1974. Further studies and a Citizen Advisory Committee recommendation ultimately led to a city referendum vote in November 1980. Duluthians voted 21,100 to 16,400 in favor of an extension from Mesaba Avenue to 26th Avenue East.

"You can trace Duluth's renaissance to the I-35 extension. It helped start a new way of looking at Canal Park," says John Bray, 68, a Twin Ports resident since 1968, and the public affairs director and special assistant to the district engineer of the Minnesota Department of Transportation, Duluth District, from 1982 to 2011. "Access to the lake was provided, the lakeshore was improved, junkyards and properties were bought and eliminated or improved, and railroad yards were moved.

"The old Canal Park was the Duluth bowery. It wasn't a place you'd go to impress anyone, but a supply of federal dollars (for the I-35 project) then provided a lot of amenities and Duluth embraced the lake."

Preliminary I-35 work started in August 1982, on the Lake Avenue interchange, while in 1983 and 1984 there was a relocation of the downtown railyard, moving the Duluth, Missabe & Iron Range; Duluth, Winnipeg and Pacific; Burlington Northern; Chicago North Western; and Soo Lines to a new facility south of Superior. That made way for the extension to begin in earnest in 1985.

Although the project was shortened from a 68th Avenue East stopping point, the original budgeted money remained, about an extra $78 million, termed substitution dollars, Bray said. Those funds were used for various improvements including three parks ― Lake Place, Jay Cooke Plaza and Leif Erikson ― as well as the Rose Garden.

Four tunnels were built, with innovative decking covers, and much of the 235,890 cubic yards of excavated rock was used to develop the Lakewalk. More than 21,000 trees, shrubs and plants were planted.

The project remains the largest single transportation undertaking in Minnesota history. It won design awards from the Federal Highway Administration in 1992 and 1998, for "Integrating the freeway into surrounding urban environment." Its architecture and landscape have been studied by cities from Dallas to Anchorage. It was financed 90 percent by federal funds and 10 percent by state funds.

"It got to the point where the people of Duluth were asked: Do you want a freeway or not? When it was built, it started a real sweeping conversion," said former Mayor Fedo, who lives in Side Lake, near Hibbing, and has an economic development consulting business. "Now, every year you look around in Canal Park and there is more, more, more. It's new. It's vibrant. Grandma's restaurant was the linchpin business and the marathon became the signature event."

Race and restaurant thrive

Minnesota Gov. Rudy Perpich and Congressman Jim Oberstar, a pair of Iron Range natives, favored the freeway extension and helped acquire funding, Keenan said. And they were friends of the race.

Keenan was told the Minnesota Department of Transportation likely would not shut down I-35 on the third Saturday each June to accommodate a marathon after the extension was complete, effectively killing the race. He wrote a four-page letter to Perpich, who was in office through 1991, which said: I need your help. Perpich said the race would continue. And, in fact, MnDOT provided help during the construction period for temporary roads and other easements on race day to make the course runnable.

"The marathon grew at a time when Duluth was begging to be a tourism town. We helped showcase Duluth at its best," said Keenan, 62, now an event consultant in Duluth.

The marathon has survived a number of challenges to remain popular. It ranks No. 11 in size among America's approximately 1,100 marathons, by far the largest in a small-city setting.

There were two weather delays at the start, in 1980 and 2002, and there was significant heat and humidity, in 2006 and 2009, when officials considered canceling the marathon, and nasty winds and rain sped through the Twin Ports in 1986, coming well after the run, but knocking down two post-race tents and causing property damage. A course change became necessary to allow for a new starting line area, which ultimately led the race to its present course, down Superior Street to Fifth Avenue West and around the DECC. And there were a couple of on-course safety controversies: the request for a three-wheeled push conveyance in 2000, which wasn't allowed, and a two-year ban on the use of headphones, which was reversed in 2009.

"I think you need all of your senses to run a safe race. You need to be aware of what's around you," Keenan told the News Tribune in 2009, after headphones were reinstated. "Yes, we have a closed course, but things can happen even on a closed course."

Keenan will be in Canal Park on Saturday, holding the finish-line banner for the winning man and woman in the milestone marathon. And the race he set in motion is now much more than one event. Grandma's Marathon sponsors seven races, a series of runs for children, a Young Athletes Foundation and a Minnesota Elite Athlete Development Program.

Grandma's Saloon & Deli has likewise flourished with nine restaurants, the Adventure Zone family attraction in Canal Park, a catering business and retail soup company, all now solely owned by Borg. Brian Daugherty, president of Grandma's Restaurants, has been there from the start, joining the Saloon & Deli staff as a dishwasher-busboy in 1976 while a senior at Duluth East.

"I still greatly appreciate, every day, the remarkable transformation of our working waterfront, making it completely accessible. People don't have to ask: How do I touch the water? or How do I touch the Aerial Bridge? They can," said Daugherty, 58, who has been in Canal Park for every Grandma's Marathon and ran the 1986 race. "Sharing our name with the marathon wasn't ever an issue, as long as the race was about quality. And Scott was about that. It was his passion and he was very focused and driven. It's been symbiotic. Everyone has won."

Jess Koski, 61, grew up in Duluth's East Hillside and spent part of his youth in Canal Park, sitting in abandoned junkyard cars, delivering newspapers and running along South First Avenue East, now the finishing stretch of Grandma's Marathon. He's been witness to the city's renewal and the race's first four decades. It's been bittersweet.

"l look at (Canal Park) now and it's almost a totally different world. I almost feel like a stranger," said Koski, an English instructor at Hibbing Community College. "The changes have been good for Duluth, and the race has done wonderful things for Canal Park, it's just not my turf any more."

But he'll be there Saturday, as a Bjorklund Half Marathon entrant, knowing the way along North Shore Drive as well as anyone. Koski figures he's run Grandma's Marathon 20-25 times, including 2015, and finished 75th in 1979, his first year in the race. He bought a lifetime entry into the marathon when Keenan offered the bargain in 1987.

"Through the years, runners are still runners. That flavor hasn't changed. They congregate after finishing and listen to music and drink beer," says Koski, a Duluth Central graduate with a marathon best of 2:25:29. "They like to have fun after the race."

On Saturday, they'll do so again, toasting a marathon and restaurant at age 40.