So to help me get this as clear as i can: In order to upgrade from rails 1.0 to 1.1 I need to be on the internet, and (in my ruby directory) is that right? and issue command in the cmd prompt in windows: gem install rails -- include-dependencies ( this is the same instruction as you would use if you were installing rails for the first time (i's'n't it?) Please explain if possible, which plugins you mean that are or may be incompatable with rails 1.1 ta? Are you saying that you MUST upgrade to ruby 1.8.4 if you are on 1.8.2 before you upgrade rails, or it will NOT Work!? Are you also saying that it is likley that you will need to upgrade ruby before rails in the future, or is this going to depend on loads of diffrent and varied factors?? Hope not to many questions k regards