Construction of a single-track southern line from Sydney started at Liverpool in 1857, the NSW Government having appointed John Whitton from the UK as Engineer-in-Chief of Railways in NSW. Under his astute guidance, the line was completed to Campbelltown in 1858 and to Picton in 1863.

A private company had already commenced works on the Great Southern Railway undertaking south from Picton but ran into difficulties and was acquired by the government in the early 1860s. The project was then divided into seven sections with contracts awarded for earthworks, tunnels, viaducts and the laying of rails.

The line had great public support as it was expected to earn a quick return on investment once it opened the Goulburn Plains to wheat growing. As well, rail's greater convenience and speed were eagerly anticipated - in those days to travel the 140 miles between Sydney and Goulburn by road coach took 29 hours.

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The first three sections, from Picton to Nattai, were built through the rugged terrain of the Bargo ridge, via Thirlmere and Hill Top, to Mittagong Station. From there, Section 4 required a tunnel under Mt Gibraltar to take the line to Bowral Station, and ended at the Wingecarribee River. Section 5 included a viaduct over the river and a 10-mile track, half-way along which Sutton Forest Station (later renamed Moss Vale) was built, and ended at Henry Badgery's residence 'Vine Lodge' (Exeter). Section 6 covered 17 miles, along which stations would open at Jordan's Crossing/Bundanoon, Kareela, Cable's Siding/Penrose and Wingello, ending at Barber's Creek/Tallong. Section 7 included the Barber's Creek viaduct and the 26 miles via Marulan to Goulburn.

As mentioned, once the line was completed to Marulan, an official opening was held there on 6 August 1868, the birthday of the then Duke of Edinburgh. The Sydney Morning Herald reported that three special trains ran to Marulan, the first one loaded with politicians and official guests. A large crowd gathered and "it was evident from the bunting and other indications of rejoicing that the people of that quiet place had aroused themselves to the importance of the occasion".

Until the line opened to Goulburn in May 1869, rail travellers to and from that town made use of the Marulan terminus, covering the remaining distance by road.

Early train travellers, when passing through the locality of present-day Bundanoon, eight miles down the line from Vine Lodge, would only have seen a railway camp in a heavily timbered area known as the Barren Ground. A works depot had been established there in the early 1860s along with a tent-camp for labourers and their families. In 1868 the Herald reported that at Barren Ground "the contractors have erected five batteries for breaking stone, and in this work they give employment to more than a hundred men. In an agricultural point of view, 'Barren Ground' seems appropriate enough, but it is now a lively place with ruddy-faced, strong-limbed children gamboling about the rude dwellings of the hardy workmen". Newspapers also mentioned a few incidents of theft, drunkenness and alleged rape at the camp.

The nearest village at that time was Sutton Forest, established in the 1820s on the first South Road. A cart track extended from there to Bungonia along which settlers took up farm land, including at Jumping Rock, an area just to the west of Barren Ground. The focus of settlement shifted in the 1860s from there to around the rail line at Barren Ground where early selectors took up land and subdivisions formed the nucleus of a village. While many of the railway workers moved on, some stayed.

The settlement was provided a gated rail crossing, known as Jordan's Crossing, in 1868. While no actual station existed, trains would stop if hailed. The village grew and by 1877 had gained a platform and station, named Bundanoon in 1881.

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