I-464 passes over US 460 and SR 166 (Bainbridge Boulevard) with no access; the connection is made indirectly through a diamond interchange with Freeman Avenue, which serves one of the industrial areas along the Southern Branch of the Elizabeth River. The Interstate parallels Bainbridge Boulevard north to a cloverleaf interchange with SR 337 (Poindexter Street). SR 337 has a temporary terminus just west of the interchange while the Jordan Bridge is replaced with a new high-level span over the river. I-464 crosses over another Norfolk Southern rail line at the boundary between Chesapeake and Norfolk and has a partial interchange with South Main Street before reaching its northern terminus at a directional interchange with I-264 in the Berkley neighborhood of Norfolk. The ramp from northbound I-464 to westbound I-264, which passes through a trench, also provides access to State Street and Berkley Avenue. Eastbound I-264 crosses the Eastern Branch of the Elizabeth River on the Berkley Bridge into downtown Norfolk. Westbound I-264 passes under the Southern Branch via the Downtown Tunnel into the city of Portsmouth.