A lot of wrenching, a few cuss words(maybe) , A good supply of money and a few good friends to persistently help through the upgrades grin cool
I would not be concearned about rear disc-brakes as the front brakes do most of the stopping anyway.
A cam out of a corvette 235, talk to Tony about his in-line 6 distributor upgrade(not pretty but works), maybe dual carb & manifold and a split exhaust from Kansas Kustoms http://www.inliners.org/Advertisers/kkk_ad1.html cool

There is enough good in the worst of us and enough bad in the best of us that it does not behoove any of us to criticize the rest of us.
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Be yourself. If you are ever lost, It will be much easier to find yourself if you know who you are!