360 Won't Start!!

Ok, so I did what you all described and made sure the distributor, rotor, and everything was set properly. So now I KNOW i'm on the compression stroke, the distributor is correct and the rotor is pointing to the #1 cylinder. Still getting nothing when I crank. Also pulled the drivers side valve cover to make sure both valves were closed when cylinder #1 fires... only thing I get now is some smoke coming from the open valve cover... I don't know... i'm really stumped!!