it took some trial and error (yes, I'm a bit of a "noob") but I got my system 
back running and fixed the upgrade problem at the same time. 
breakd down:
booted to a "live" cd and used cmd line (with sudo) in terminal window to mount 
my ext3 and change that volume to the root.

sudo mkdir /mnt/mydrive
sudo mount /dev/sda3 /mnt/mydrive 
sudo chroot /mnt/mydrive/
sudo update-initramfs -u -v 

Upon attempt at "normal" re-boot still dropped to busy box.

next boot attempt chose "recovery" option from grub loader (had tried to boot 
to recovery prior to above steps w/o success)
this time the recovery boot option prompted for the 9.04 cd.  
simply put, gave her what she wanted and rebooted.  Grub now lists 9.04 and 
8.10 is gone.  selection boots normally. Thus solution found.

Sorry if I put this in the wrong area, looking back it may have been
more of a forum thread discussion rather than a bug; save for the
initial inability to upgrade from the alternate CD w/o a network.

-- 
alt upgrade still looks for network
https://bugs.launchpad.net/bugs/571470
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