Help! Can't get my '54 239 to run right!?

[Chuckster]

My 54 Sunliner with a stock 239 fordomatic lost power the other day and limped home acting fuel starved and barely running...I have replaced points, plugs, distributor cap and rotor, rebuilt the 2-barrel carb, dwell is at 28, points at .15, timing is right on the mark...yet it runs very rough and sputters and smokes, won't idle and generally runs like crap. I'm at the end of my rope ...what did I do wrong? Any Help or advice greatly appreciated! This car was purring like a kitten a few days ago...