It was the forward input sprag, we were in a hurry to get the thing back together that we put the sprag in backwards. had to pull it back out and tear back into it to fix it but she's up and running now. New upgrades were a Z-Pak for the 3-4 and a high output pump spring w/ hardened rings for the pump. And get this I already have a 13 vane pump, in a '99 !!! Anybody know when they became standard in the 60e. I also toned down the 1-2 shift since I'm thinking the pressure won't be dropping off w/ the hi-rev spring kit in the pump, didn't want to break any hard parts. I think that is what smoked the 3-4 clutch pack, Blue Plate Specials at that, no pressure at 6500. Well thanks for all the replys guys I'll let yall know how she feels after I put some miles on her...Zed