on my wifes i run a drop base air cleaner, that i had to dent in on the dvr side to clear the factory trans linkage. and i run a 2" air cleaner, i had to grind the "wings" off of the air cleaner wingnut down to basically flush with the top of the nut area, i am running a 1/2" carb spacer as well. its a damn tight fit-72 chally, rally hood, 440, 440 source heads,eddy perf rpm, 850 holly dp carb, and the 1/2" carb spacer.