OK, here's what I have: /forums/images/graemlins/grin.gif'74 K10 with '85 D60 front and '77 Sub 14bff rear, stock brakes front and rear, all new pads, shoes, rotors and drums resurfaced, new calipers and wheel cylinders, new Skyjacker flexible lines, and a new master cylinder, p/n matches a '80 K20 (don't know why, maybe previous owner installed?). Before I started the axle swap, I had stock 1/2 ton running gear, the truck stopped well, even with 35" BFG Mud T/A's. Theoretically, the truck should stop very well now with all of the bigger brake stuff, and I'm only running LT235/85R16 tires. It's a good thing I don't have big tires on it or an automatic transmission, because I'm not sure I could stop it, the brakes don't work nearly as well as they should. Here's the problem: /forums/images/graemlins/confused.gifI have relatively low pedal height (yes, the rear brakes are adjusted), it feels spongy, and if I pump the pedal a few times, I get brakes. I think I just have air in the lines. I've tried bleeding the brakes three times. The master cylinder was bench bled before installing. I can hear the brakes expanding and contracting while pumping. Only one wheel, the right rear, seems to continually blow out air bubbles, the other three seem fine. It seems like the 1/2 quart of brake fluid I used just last night alone should have been enough to clear the air out of the lines. My questions are: /forums/images/graemlins/1zhelp.gif 1. WTF? 2. Could the one wheel cylinder be bad? I don't see any leaking though (anywhere) 3. My friend checked the tightness of lines entering master cylinder, and put maybe a quarter turn on the one that feeds the front wheels. Could the mc have sucked in some air at this point, requiring me to re-bleed the mc? 4. Is my mc (even though new) be bad? 5. On the rear axle, where the little junction block sits, does that need to be level (just curiuos, I wouldn't think so)? 6. Would having the brakes "power bled" solve my problem? 7. WTF? /forums/images/graemlins/confused.gif I've never had a bad experience as far as bleeding brakes goes, but this is ridiculous, and its pissing me off, because the truck should stop better now than it ever did. It's mainly the RR wheel that seems to be the trouble spot. I'm just looking for answers/opinions on what the problem might be. Thanks men.