The highway comes within of the Rhode Island state line before turning in a more northerly direction through Franklin and Bellingham. I-495 passes through Milford, Medway, Hopkinton (where the junction with the Massachusetts Turnpike, or I-90, is located), and Westborough (where the road meets Route 9). It then continues through Southborough, Marlborough (where the road meets US 20 and I-290), Hudson, Berlin, Bolton (where the road finally begins to turn northeasterly), and Harvard. Continuing to turn to a more easterly direction, the road passes through Boxborough, Littleton (where there is an intersection with Route 2), Westford and Chelmsford. At the Chelmsford–Lowell line lies the intersection with US 3 and the Lowell Connector (formerly I-495 Business). The road continues through Lowell and Tewksbury before entering Essex County at Andover, directly at exit 94 (formerly exit 39). In Andover, the road has a junction with I-93. It then enters the city of Lawrence, where the road turns due north, crossing the Shawsheen River into North Andover before crossing the Merrimack River at the O'Reilly Bridge back into Lawrence. It then heads into Methuen, where the road turns back to a northeasterly route after the junction with Route 213 (Loop Connector). The road heads into Haverhill, crossing the Merrimack twice more at a bend in the Bradford section of town. It passes north of downtown Haverhill, coming within of the New Hampshire state line, the closest the road comes to leaving the state. I-495 then passes through the towns of Merrimac and Amesbury before entering Salisbury where it immediately meets I-95 and ends approximately south of where that Interstate enters New Hampshire. Throughout its path, the road passes closely to several existing state highways. From Wareham through to the Middleborough Rotary, it parallels Route 28. For much of the stretch between Norton and Milford, the road is within a few miles of Route 140, with two junctions of that highway in Mansfield and Franklin. From Milford to Bolton, the road passes just west of Route 85. Much of the northern third of the route also roughly parallels Route 110. History As early as the late 1940s, a plan was developing for an "outer circumferential highway" around Boston, a limited-access freeway meant to have an approximate radius from the Boston city center. A portion of this new "outer circumferential highway" southeast of the US 1 junction in Foxborough was meant to be a "relocation"