Okay, lots of good info - thanks guys.  I'm making some headway.. here's 
where I stand:

First, I removed the requires in environment.rb
I added the config.gem statements for only redcloth and 
mislav-will_paginate

I did a restart of my web server just to make sure everything is okay..

Passenger now loads at least and gives me a generic error so I checked 
the apache2 error logs.

It says:

Missing these required gems:
  redcloth
  mislav-will_paginate

You're running:
  ruby 1.8.6.111 at /usr/bin/ruby1.8
  rubygems 1.3.5 at /home/jdezenzio/.gem/ruby/1.8, 
/usr/lib/ruby/gems/1.8

Run `rake gems:install` to install the missing gems.

When I run rake gems:install I get the following error:

gem install redcloth
ERROR:  could not find gem redcloth locally or in a repository

I'm positive it has to do with my paths at this point.  Any idea of what 
I need to add to my path to get this working?
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