SR 39 begins at Ryder Gap at the West Virginia state line, which also serves as the boundary between
George Washington National Forest and
Monongahela National Forest and between the
James River and
Monongahela River watersheds. The roadway continues west of the state line as WV 39 toward
Minnehaha Springs and
Marlinton. SR 39, which is named Mountain Valley Road, passes through a hairpin turn on its descent of the dividing ridge, then follows Big Turn Run to the valley of Little Back Creek, which passes by the hamlet of
Mooretown. At Mountain Grove, the state highway turns south to follow
Back Creek through a gap in Back Creek Mountain. SR 39 ascends the east side of the mountain along O'Rourke Draft, then descends to the
Jackson River. The state highway continues east along Warm Springs Run through a gap in Little Mountain to the village of Warm Springs. SR 39 has a short concurrency with
US 220 (Ingalls Boulevard) north of the village in which the highways pass the
Jefferson Pools. SR 39 ascends Warm Springs Mountain and passes around the edge of Big Piney Mountain, then follows Jordan Creek and Thompson Creek past Bath Alum, the site of an airport, and
McClung. The state highway follows the
Cowpasture River to
Millboro Springs, where the highway begins to
run concurrently with
SR 42 (Cow Pasture River Road). SR 39 and SR 42 leave the Cowpasture River and enter the valley of Mill Creek, which the highways and a
CSX rail line follow through the gap in Mill Mountain at which they enter Rockbridge County and the town of Goshen and continue as Maury River Road. Just north of the center of town,
SR 39 Alternate splits to the south as Main Street. SR 42 (Virginia Avenue) splits to the north immediately before SR 39 passes under another rail line and crosses Mill Creek just above its confluence with the
Calfpasture River. SR 39 meets the first rail line at grade immediately before receiving the eastern end of SR 39 Alternate (Main Street). South of Goshen, SR 39 leaves the rail line after an at-grade crossing and follows the Calfpasture River through a gap between Bratton Mountain and Knob Mountain and passes to the south of Lake Merriweather, an impoundment of the
Little Calfpasture River. The two Calfpasture rivers merge to form the Maury River. SR 39 passes through Goshen Pass, a gorge formed by the Maury River through
Great North Mountain that is preserved in the
Goshen Pass Natural Area Preserve. East of the gorge, the state highway crosses to the north side of the river and passes through
Rockbridge Baths. SR 39 leaves the immediate vicinity of the river and meets the southern end of
SR 252 (Brownsburg Turnpike) at
Cedar Grove. The state highway veers south along a curvaceous path toward East Lexington. SR 39 briefly parallels
Interstate 64 (I-64) before reaching its eastern terminus at US 11 (Lee Highway). US 11 has an interchange with I-64 immediately to the south, which also leads to
I-81 a short distance to the east. ==SR 39 Alternate==