This seems to be caused by:

2009-04-01 17:44:53,718 DEBUG Have broken pkgs, trying to fix them

the problem is most likely triggered by them.

If this is not the case, then please add a upgrade log and I can debug the 
failure. But for cdrom
only upgrades it should not touch the net (other than in this corner case).

** Summary changed:

- attempting to upgrade using CD, tries to download files from internet
+ attempting to upgrade using CD only, tries to download files from internet 
(reason: broken apt cache before the upgrade)

-- 
attempting to upgrade using CD only, tries to download files from internet 
(reason: broken apt cache before the upgrade)
https://bugs.launchpad.net/bugs/353825
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