rails PaperClip / S3 / ImageMagick

I'm using paperclip in my rails 3 app to upload photos, resize with ImageMagick and then post to S3.

For the life of me, I can't figure out why this process is soooo slow on my localhost? Even without any resizing it's crazy slow... 30+ seconds for one photo?

And my network & cpu aren't even working hard?

Why? Any ideas on how I can debug this? thanks

after watching the development log, it seems to be pretty quick on everything expect the original file, since is only 29kb JPG? taking about 9 secs.