[2] SR 39 begins as a secondary highway in McMinn County in Riceville at Exit 42 on I-75.

It then goes east as a 2-lane country road to the center of town and has a short concurrency with US 11/SR 2.

It then turns northeast, now concurrent with US 11 BUS, to parallel US 11/SR 2 and leave Riceville to go through some countryside before entering Athens.

It winds its way through the mountains to an intersection with SR 310, where it becomes a primary highway, just before crossing into Monroe County.

The curves then straighten out as SR 39 leaves the mountains, crosses the Conasauga Creek, and starts going through some farmland.