Cool, that was the problem.
i pulled the carb and could see the traces of carbon on top of the intake that traveled past the gasget to the edge of the intake. i reinstalled the metal gasket to the intake side of the thick spacer and...no more noise!
nice call wrenchbender, and thanks papaj and atomarc for the time and effort. just one of those crazy things that happen when you're in a hurry.
i've seen those passages many times and never understood or cared to find out what they were for. i always assumed they carried coolant or manifold vacuum.
Thanks Very Much for your time.
Allen Roberts