help-popping up through carb-seems to be dist/cap/rotor issue???

This sounds like a rotor phasing issue. Is the reluctor installed correctly? There's one or two arrows on the top of the reluctor, and two places for the pin. On a small block, the pin must be in the CW arrow, in the photo, the one on the right



Also, I would NOT keep that cap. Get one that fits correctly

And, take one of your old caps and cut/ drill/ beat a hole in it so you can check phasing. Then when you get the new cap carefully mark the position of the two to confirm they are the same. One way to do that is to lay a square from the bottom of the old cap so the square comes up through the midpoint of any tower, and mark the cap. Then lay the cap on paper, trace around it, carefully mark the key and the scribed line you made, and then compare the new cap.

All kind'sa info on rotor phasing:

[ame="http://www.google.com/search?um=1&hl=en&newwindow=1&safe=off&tbo=d&biw=1366&bih=647&tbm=isch&sa=1&q=rotor+phasing&oq=rotor+phasing&gs_l=img.3..0i24l3j0i5i24l2.266796.268715.0.268836.13.13.0.0.0.0.157.1193.7j6.13.0.crnk_timediscounta..0.0...1c.1.St7AkheSK9s"]rotor phasing - Google Search[/ame]


Also check your plug wires and coil wire for opens, replace the plugs at least to test.

I would be checking the valve train, IE pull the covers, carefully pull it through a complete engine cycle, and compare valve lifts as close as you can. A flat cam should be fairly obvious, at least one bad enough to cause popping

It also could be low ignition voltage, either on the 12v end of things or the hi v. side, bad coil, etc. Check, or better yet, clean the ground point of your ECU. Use star washers, and while you are at it, do the same for the voltage regulator

Check ignition voltage with key on/ engine off. Put one meter probe on battery positive, and the other on the switch side of the ballast. You are hoping for a very low reading, the lower the better. Over .3V (three tenths of a volt) means you have a voltage drop problem in the harness.

An easy way to further check, is to test run the car temporarily with a big (no14) clip lead from the starter relay stud to the switch side of the ballast. Make sure it is not on the coil side.