C7 - 2.2.4.158 to 2.2.5.119 Update Failure

I've got two C-7's. One updated like a champ, the other give me X.x.x.x refuesed to connect.

steps:
-update (says 'applying update' forever....)

  • refresh browser (says refused connection)
  • drill down to port :8081 and shows the new version #.
  • reboot (ends up at refused connection again)
  • restore prior version from port 8081
  • starts up as per normal.
  • try update again (cause that was fun)
    same cycle repeats....
    I'm at 2.2.4.158 going to 2.2.5.119.
    Do I try again or....???