US 17 crosses over Norfolk Southern Railway's Norfolk District and intersects Military Highway, which carries US 13 and US 460. The U.S. Highway continues as a three-lane road with center turn lane to the north end of SR 196 (Canal Drive), where the highway becomes five lanes and crosses St. Julian Creek. US 17 enters the city of Portsmouth at its at-grade crossing of another Norfolk Southern rail line. The highway becomes a four-lane divided highway at SR 239 (Victory Boulevard). At Paradise Creek, SR 141 continues along George Washington Highway while US 17 turns northwest onto Frederick Boulevard. The highway parallels a rail line through its intersection with SR 337 (Portsmouth Boulevard), then veers away from the railroad to meet I-264 at a partial cloverleaf interchange with a flyover ramp from southbound US 17 to the eastbound Interstate.