Ok, fixed it.

Setting the rootdelay to 10 gave me enough time to notice the USB was 
being mounted as sdb1, not sda1. a quick vim edit of the grub.cfg file 
fixed that :D
kernel seems to be doing fine now, but now INIT is thrown a tantrum 
(ergh, it's endless with me :/)

Here is what is happening (im guessing the bits with numbers in square 
brackets is kernel, the bits without are INIT)

[14.652932] kjournald starting. Commit interval 5 seconds
[14.654243] EXT3-fs: mounted filesystem with writeback data mode.
[14.655582] VFS: Mounted Root (ext3 filesystem) readonly on device 8:17.
[14.656944] Freeing unused kernal memory: 596k freed
[14.658433] Write protecting the kernal read-only data: 7616k
INIT: version 2.86 booting
[14.877319] stty used greatest stack depth: 4328 bytes left
Mounting kernal-based file systems: /proc /sys
Setting the console log level to 7...            [ OK ]
Populating /dev with device nodes...            [ OK ]
[15.127507] udevadm used greatest stack depth: 3864 bytes left
Activating all swap files/partitions...            [ OK ]
Mounting root filesystem in read-only mode...            [ OK ]
Checking file systems...            [ OK]
fsck.ext3: Bad magic number in super-block while trying to open /dev/sda
/dev/sda:
The superblock could not be read or does not describe a correct ext2
filesystem. If the device is valid and it really contains an ext2
filesystem (and not swap or ufs or something else), then the superblock
is corrupt, and you might try running e2fsck with an alternate superblock:
     e2fsck -b 8193 <device>

FAILURE:            [FAIL]
File system errors were encountered that could not be fixed 
automatically. This system cannot continue to boot and will therefore be 
halted until those errors
are fixed manually by a System Administrator.

After you press enter, this system will be halted and powered off

Press Enter to continue...



I think this is because i compiled with the drive mounted as ext2 (call 
me stupid, whatever)
what will i need to re-compile to fix this issue?
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