This '65 GTO was my first car and originally came equipped with a 389 4 bbl, 2-speed auto trans and AM radio.   Color was gold with a black vinyl top and black interior.  There was some rust under the vinyl top and the paint in general was sort of shot.  I wasn't too nuts about gold at that time so we decided to repaint sans the vinyl in a Ford medium blue enamel.  The body work and painting was handled by Lou's Auto Body in Villa Park, IL.

The 389 was pulled during the winter of 69-70 and sent to S&S Automotive in Chicago to get "built".   The motor was set up as follows: 

The original 2 speed trans got dumped in favor of a TH400 out of an  68 GTO and received a  2400 stall converter and full manual valve body by Hydro's By Bob in Chicago, IL.   Notice in the picture the 14x6" chrome reverse (Sears) and the G70 front H70 rear Goodyear Polyglas redlines (blems from Acorn Tire Chicago $25.00 ea). Plans called for a 4.11 gear, probably in a 12-bolt Chev rear.

Once everything was back from the shop it got it installed in the car.   The motor was started and ran at 2000 rpm for 25 minutes for cam break-in.   The Holley was left with the jets it came with, timing was set, oil was changed and the idle was set to 1200 rpm..   After the valve lash was reset it was time for some road testing!   Several zero to 120 mph runs showed that it produced a little more power (well, maybe quite a bit more, couldn't hook up) than stock from 1200-4000 rpm and much, much more from 4000-7500 rpm.  All shifts were made at 7500 RPM as verified by the Sun Super Tach.   Unfortunately, No ETs are available due to the fact that I never made it to the strip with that engine.   I would guess that with the right gearing and slicks mid to high 11's could have been possible. 

The final demise:  One summer night a buddy and I were out looking for some street racing action (396/375hp Camaros were nice to beat) with the goat.  I was just leaving the on-ramp to the Eisenhower expressway just off Lake St. in Elmhurst, IL in first gear at a steady 5000 rpm, nailed it up to 7500, hit second and a couple seconds later, blam!,  instant window motor.    I managed to pull it off on the next exit ramp and look under the car.  What I saw was a hole in the oil pan big enough to sink the Titanic.  It seems that a rod let loose, weed-eatered the innards, busted a crank counterweight clean off and just about smashed everything in sight.  All that was salvageable from the motor were the heads, intake & carb, front cover and distributor.

A junk-yard '66 GTO motor went in to replace the blown engine and about a year later the car was sold.   The next owner had it stolen from him in Chicago one evening.   The car was never recovered.