Thanks for the replies, I don't really want to open a can of worms, I just really liked the sound of Scotts LS installed in his 69 and started to think about gas mileage since I plan on driving this all over the country. The 400 I have now has already been worked by Marten Motorsports out of Michigan w/0 hours on it. It dyno'd at 419 hp with the stock heads on it. I was wanting to add alittle more HP to it with aluminum heads and a different cam but with alot of outside urging and reading the board my mind started to drift. I'll probably do the 400 deal unless someone can give me good reason to drop the 400 and thats what I was kinda looking for here. Like I said, I'm not a mechanic, but I'd like to build a quality car w/o regrets. Chris, I'll be in touch soon. I'd like to see your project, looks good so far. Saturday I'm going to the Seattle Rod show, hope to see some of you there. To all, I'm open minded, help me make a good decision.