In 1880 the Easton & Potomac Steamship Company (EPSCO) conducted a study on providing rail service with the goal of expanding traffic to its fleet of Chesapeake Bay steamers. The following year EPSCO applied for and received a charter from the state of Virginia issued to the Easton And Potomac Short Line Corporation (E&PSL) as a wholly owned subsidiary of EPSCO to build a line west from the Potomac River at Aquia Creek, Virginia to the West Virginia coal fields for the purpose of providing eastward coal, general freight and passenger transportation. While the charter called for "the providing of eastward coal transportation", exploitation of the West Virginia coalfields was of secondary importance to EPSCO executives. Since EPSCO was looking to generate increased traffic for its fleet of Chesapeake Bay steamers it placed its emphasis on passenger and general freight traffic.

By the end of 1882 E&PSL had completed its line to Brooke, Virginia and had a connection with the Richmond Fredericksburg and Potomac (RF&P). This proved to be very profitable and any meaningful progress on continued westward expansion was lacking for several years with only enough work being performed to maintain compliance with the original charter.

Then in 1892 a charter was issued to the Chesapeake, Shendun & Western Railroad Company to build a line from the York River at Gloucester Point, Virginia to the coalfields of West Virginia. This posed a threat to E&PSL's expansion goals, and could severely limit future revenue growth from passenger and general freight traffic. As a result a new emphasis was placed on reaching the West Virginia coalfields before the CS&W. The race was on and short lived! The CS&W with its initial emphasis on coal traffic started construction westward from Harrisonburg, Virginia. In 1902 CS&W effectively eliminated E&PSL's ability to compete for the West Virginia coal traffic when it made connections with the B&O and the Southern. After this the E&PSL concentrated its efforts on building westward to interchange points with the N&W, Southern and C&O.

By the end of 1900 E&PSL had completed its line from Thorny Point (Aquia Creek) to White Hall, Virginia via Hood and work had started on the mountain crossing at Swift Run Gap. By the end of 1905 work was completed on the crossing at Swift Run Gap, and the westward extensions to Broadway via Hopkins Spring and Lacey Springs, and Stanley via Furnace. Connections had been made with the Norfolk & Western (N&W) at Stanley and the Southern at Broadway. This ushered in a very profitable era for the E&PSL and the Virginia counties located along its line. Revenue generated by bridge traffic between the N&W, Southern and RF&P quickly overtook the revenue generated by the connection with EPSCO's Chesapeake Bay steamers at Thorny Point. In 1915 E&PSL made a connection to the C&O at Charlottesville via White Hall and changed its name to Easton And Potomac Railroad Company (E&P).

The timeframe of the layout is set thirteen years later (1928) at the height of E&P's traffic.