US 18 continues east on Bluemound Road into Brookfield, while WIS 164 is routed onto westbound I-94 at the Goerkes Corner interchange (Exit 297).

Crossing WIS 190 and heading north and slightly to the west, Highway 164 runs through Sussex into Washington County.

The Bypass was built in the 1980s with the intent of routing WIS 59 around the southern edge of the city, eventually connecting US 18 on both sides of Waukesha.

The concept of a bypass highway around the perimeter of the city of Waukesha was first floated in the 1950s,[2] as part of the first freeway plans in the state.

The main reason for such a bypass is due to the traffic congestion in the northern part of Waukesha, especially at the intersection of West Moreland Boulevard, East North Street and East Saint Paul Avenue, on the west side of the Fox River from Frame Park.

The section between East and Genesee was slowly upgraded, eliminating the at-grade railroad crossing just beyond West Avenue, until the current divided highway was completed by the late 1990s.

The bypass was renamed the Les Paul Parkway in the 1990s, in honor of the Waukesha native who was a key innovator of the solid-body electric guitar.

The problem with construction of that portion of the bypass is partially environmental; the routing would require road building through wetlands of the lower Fox River.