When Dave and Linda Bennett bought this '64 2+2 in November 1995, they decided the concours restoration route was out of the question. Why bother going through all the trouble of restoring this car only to put a stock 389 2-barrel engine back in it? "I wanted something with a nostalgic look, but big power. So I decided a 421 and a TH400 automatic would be the setup for me," Dave said.

Dave got the Pontiac from its second owner. "He removed the stock induction and installed a Tri-Power induction system," Dave remembered. The body was in good condition, but the floor pans had rotted from the inside out.

Once Dave wheeled it into his Burnsville, Minn., two-bay garage, he almost immediately removed the body from the frame. The entire suspension was disassembled, and all hardware was sandblasted and repainted. New bushings, balljoints and tie rod ends were installed, along with stainless-steel brake lines, relined aluminum brake drums and emergency brake cables. Since he planned on taking it to the track once finished, Dave added a set of Indian Adventures lower control arms for better traction.

With every intention of retaining the stock look, Dave had a set of 8-lug wheels customized to run wider and taller tires for better traction both on the street and at the track.

The next order of business was the powerplant. Dave found the '63-vintage engine in California and had it shipped to his house. He brought the mill over to Total Engine in Bloomington, Minn., where it was put in the trusted hands of Ken Frison. Dave left Ken with strict orders: "Build me 500-plus horsepower."

The engine was internally balanced and assembled using the factory Armasteel crankshaft and JE-forged pistons wrapped with Speed Pro rings mated to Oliver connecting rods. The beefy bottom end is lubricated with a Melling oil pump and covered with a 7-quart oil pan. Topping off the bulletproof bottom end is a custom-ported set of Edelbrock aluminum cylinder heads machined by Rock & Roll Engineering in Grand Torrance, Calif. When mated to the block, the heads, combustion chambers and the piston design yield a massive 12.5:1 compression ratio.

Actuating the T&D Machine shaft-mounted roller rocker arms with a 1.5 ratio that Dave bought used from a friend is a "secret" custom-grind Competition Cams roller shaft. The induction system consists of a reproduction "bathtub"-style intake manifold and two 500-cfm Carter AFB carburetors. Mating the "bathtub" intake to the heads posed quite a problem, since these intakes were designed for early style cylinder heads. Ken at Total Engine repositioned the runners in the intake manifold using epoxy, welding and extensive port work. When he was finished, the runners matched the aluminum cylinder heads perfectly.

Ignition system modifications include an MSD spark amplifier, coil, distributor, Taylor wires and NGK spark plugs. Once the air/fuel mixture is burned in the combustion chamber, it is then released through TGW Motorsports headers and dual 21/2-inch pipes and twin Dynomax mufflers.

Behind the engine is a TH400 transmission that was beefed up by Swimm's Transmission in Plainville, N.Y., and a 3000-stall-speed converter. Mounting the TH400 was not a simple task. Many modifications had to be made to get it to fit in the 2+2. First off, the holes in the bellhousing needed to be enlarged to fit the larger-diameter bolts that mount it to the engine. Once the bellhousing was in place, Dave found out the hard way that he couldn't mount the starter when using an old-style block (no provision since the starter was trans-mounted) and a newer transmission (no provision because the starter was block-mounted). Therefore, he had to fabricate a bracket and use a Tilton mini-starter mounted upside-down. So far it has worked, and he hasn't had any problems with this design.

Another problem was with the tailshaft. Dave could have used the stock unit, but the crossmember would have needed to be relocated because of poor clearance with the 21/2-inch pipes. Instead, he installed a tailshaft from a Cadillac, and no further modifications were required.

Dave also used a Shift Works tranny cable that enabled him to use the stock console, and a faceplate from a '65 2+2 with the TH400 shift pattern. He did such a great job on the conversion that only the keenest eye would notice these changes.

Once the mechanicals were finished, Dave focused his attention on the body. Luckily, it didn't need any major work. So the Pontiac was sanded and refinished in black using a urethane basecoat/clearcoat system. On the inside, Dave tells us that the interior didn't require refurbishing. However, he did add VDO gauges and a shift light.

Now that the 2+2 is finished, both Dave and Linda love driving it. "The Pontiac was built as a street car capable of everyday use, yet of show quality," Dave tells us. "It has all the street manners of a stock '64, but when the pedal is dropped, the 500-plus-horsepower engine pins you into the seat. With 3.23 gears, the engine only revs to 2200 rpm at 70 mph. On the other hand, using 4.56 gears, the Pontiac lifts the front wheels and runs the quarter-mile in the 12.20s at 113 mph at Grove Creek Dragway in Minnesota." Dave thinks that the potent Poncho will easily dip into the 11s on a track at sea level.

The combination of mostly stock looks combined with go-fast mods make this 2+2 equal to a 10 on the strip and on the street.