In 1993 the Harley Davidson motorcycle company bought a 99% interest in United States sports bike manufacturer Buell, giving Harley Davidson the potential to explore new markets without alienating existing customers. By combining the latest hardware from Buell with the financial backing of Harley Davidson the 1994 Buell S2 Thunderbolt motorcycle was poised to make a full-scale attack on the popular sport bike market.

The Buell S2 Thunderbolt was a development of the original Buell concept but with revised styling details and a 20% power increase thanks to improvements in the exhaust and intake systems. The engine used was a modified version of the Harley Davidson motorcycle Sportsters 1203-cc V-twin. The frames for the S2 were built by hand from chromally tubing and included rubber mounts for the motor to sit on thus reducing vibration. Stopping power was provided by a huge 13-inch brake rotor gripped by a six-piston Brembo caliper, while in back, an aluminum swingarm activated an extensive coil-over shock mounted beneath the engine.

The combination of a low center of gravity, sophisticated suspension, and compact 55-inch wheelbase ensured that the Buell S2 Thunderbolt handled like no other Harley Davidson motorcycle and the Harley Davidson motorcycle Sportster-based engine produced a unique exhaust sound.