From: Alexey Verkhovsky Date: 2005-09-28T22:06:34+09:00 Subject: Re: [Wtr-general] Gems undermine unit testing The current version of RubyGems library (0.8.10) doesn't alter the LOADPATH. Instead it overrides Kernel#require with something like this: module Kernel alias require__ require def require(path) require__ path rescue LoadError => load_error ... tries to require a gem ... end end So, it will always try to get stuff from LOADPATH first, only then go to RubyGems. Earlier versions used to change LOADPATH, indeed. So, the answer to your question _may_ be as simple as "upgrade RubyGems" Alex