I can only hope that running my app in dev mode in 3.2 won't bleed memory 40 MB per request. I have no such issues in production environment and it makes testing/debugging a royal pain.
I had a similar issue, which turned out to be a bad Rails plugin, which maintained a few unnecessary pointers to my model classes. The small plugin caused a 20+MB per request leak in development. I rewrote the piece of functionality I needed from the offending module & the issue went away entirely.
Sadly, there isn't really decent memory profiler support to help you track it down. I found the issue by running `git bisect run` with a little script which restarted the server, beat on it a bit with `ab` and then printed memory usage with `ps`. Took me about 10 minutes to track it down to the exact offending commit.
How did you deal with the migrations problem? I usually can't bisect Rails code because there's no way to migrate from here to there anymore, let alone do so automatically..
Gah, of course. Brilliant, especially skipping rake. (Though, pro tip: With Ruby 1.9.3, set export RUBY_GC_MALLOC_LIMIT=59000000 and you'll save 5-6 seconds at launch.)