wants me to update right after a successful update.

eek. hit enter by accident.

here's is the turn of events:
http://pastie.org/842523

I don't get it. I do a 'gem install -v=2.3.5 rails' successfully, but then it tells me to do a 'gem install -v=2.3.5 rails' again. what gives?

Have you installed rack version 1.1.0?
Try to uninstall it (gem uninstall rack, select 1.1.0)

aslo reported by: http://blog.e-thang.net/?p=76

another thread regarding this: http://www.ruby-forum.com/topic/201603

This is a bug in config/boot.rb. I think that it rescues too broadly when it tries to do a gem 'rails'. Patch welcomed.