East of I-75, it serves the community of Athens (pronounced with a long "A") and rural areas of Fayette and Clark counties.

It travels to the southeast and passes Athens Golf Center and Edythe J. Hayes Middle School.

The highway then crosses over Boone Creek, where it leaves Lexington and enters Clark County.

It intersects the southern terminus of KY 3371 (Combs Ferry Road) before curving to the south-southeast.

It crosses over Lower Howard Creek and curves to the southeast along the Kentucky River.