In 1837, George Stephenson was considering the route from Lancaster to Carlisle, and thence to Scotland and proposed a curved embankment across Morecambe Bay between Poulton-le-Sands and Humphrey Head, then following the coast northwards. He was concerned that an inland route over the fells would involve dangerously steep slopes. He saw the viaduct as a national project and he intended that it would trap the silt in order to claim Morecambe Bay for agriculture.

In 1843, the plan was shelved in favour of a route via Shap Fell. Consequently, Furness had to make its own arrangements to link to the national network and would require a crossing of Morecambe Bay. This was a daunting prospect, as the quicksands and fierce tides of the bay are notorious, but the iron mining companies at Barrow needed a significantly improved rail infrastructure to make their product competitive.

The directors of the Furness Railway were hesitant - they had built a branch as far as Ulverston but were doubtfull of the viability of a line onwards to Lancaster. However, John Brogden and Sons, a Manchester-based firm of railway contractors and promoters who had expanded into iron mining activity in the Furness area decided to do the job themselves. The Ulverstone and Lancaster Railway Act received the Royal Assent in 1851, for a line 31 km (19 miles) in length of which 16 km (10 miles) comprised embankments, and viaducts across the tidal estuaries of the rivers Kent and Leven. Much of this was sand running to a depth of 9 to 20 km (30 to 70 ft).

Work on the line was not in full progress until September 1853, owing to shortages of labour and accommodation, with James Brunlees as Superintendent Engineer. The viaducts were constructed by W & J Galloway of Manchester. The line was opened on 26 August 1857 after a total expenditure of £410,000. By 1859 the line began to pay its way.
It was rumoured that the line would be sold to the London and North Western Railway and in 1862 an agreement was made between the shareholders of the U&L and FR. U&L shareholders received 5% preference stock in the Furness Railway in return for their U&L shares. This railway link was critical to the later industrial development of Barrow-in-Furness and its locality and mining interests.

The extension beyond Ulverston rendered the original terminal station built in 1854 redundant and it was converted into a goods Station. It is listed Grade II. Initially the U&L built in 1857 a modest passenger station below it on the new line, but after the Furness Railway had taken it over, a new station was built in 1878 on a much grander scale.
It is a two storey building, Italianate in style, with a French pavilion roof, and flanked by a fine clock tower with corner finials and a pierced parapet. All is in red sandstone. The platforms have attractive glazed canopies on iron supports, and many period features survive. A Grade II Listed Building, it is an architectural gem (see entry for Grange).