Fixed it!
Kinda......
The old lights had a 2 wire socket and a 3rd wire wrapped around the metallic base and covered in tape for a ground.
The 3rd wire wasnt a good enuff ground, so the tail lights were back feeding thru the brake lights.
I removed the bulbs from the bed tail lights and everthing started correctly.
I guess I need to find some late model 3 wire light sockets.