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Stack.sh fails on Ubuntu & Fedora with cliff.app Gateway Timeout

I'm having issues getting devstack running on a physical Dell tower running either Ubuntu 12 or Fedora 20. It goes thru to the section where it's creating keystone accounts, fails & gives me the cliff.app Gateway Timeout error.

We are going through a proxy and that appears to be working fine as I'm able to git clone, install packages via yum & apt, so I'm kind of at a loss where to go from here.

Any suggestions? Thanks.