Oh, and by the way, what version of Typo are you using? As far as I know, the current distribution of Typo comes with it's own copy of Rails 1.0 frozen in the vendor/ directory since Typo doesn't work (yet) with Rails 1.1. So it shouldn't even be looking for the rails gems. Also, looking in the default config/boot.rb for any Rails project, it looks like it's going to load rubygems explicitly for you unless you're using a copy of Rails in vendor/. I'm just curious about what your setup is like... Jacob Fugal