US 31 runs due north through Northwest Michigan forest land bypassing Freesoil to the west. Northwest of that town, the highway crosses the Big Sable River before entering Manistee County. Across the county line, the trunkline runs northwesterly parallel to Manistee Lake as US 31 enters Manistee. The highway follows Cypress Street to a drawbridge over the Manistee River and then Cleveland Street on the northern side. As the trunkline rounds the northern shore of Manistee Lake, it passes the SS "City of Milwaukee", a car ferry preserved as a museum. From there, the highway runs northeasterly, intersecting the western end of M-55 (Caberfae Highway). Next to the Little River Casino, the highway intersects the southern end of M-22 (Orchard Highway), and the LMCT separates from US 31.