emacs24 auctex slow start

[ivowel]

dear emacs wizards:

My computer is an i7-4770k with gobs of RAM and an SSD.

I am running emacs24 + emacs24-el on ubuntu linux (obtained via apt-get), and 
immediately install auctex and adaptive-wrap through the package manager 
(11.87.7 for auctex); I wish ubuntu would allow non-interactive installation by 
providing a package, but it's ok.  

When I open a 120k tex file, it takes about 5 seconds.  When I rename the .tex 
file to .txt in order to avoid the auctex (from .emacs), my emacs startup is 
instant.  so I know the problem is auctex.

I don't even know how to debug this.  I tried starting with --debug-init and 
looking at the *Messages* buffer, but this does not even tell me that auctex 
started up.   (it tells me that 50ess.el did.  interesting.)  I know that 
adaptive-wrap mode is not at fault.  removing it makes no difference.

maybe this slow startup is intrinsic.  maybe it just takes a long time to 
colorize and process a .tex file in auctex.  but 5 seconds is pretty 
substantial on a 120k file on an i7-4.

is this how it is supposed to be?

if not, how can I diagnose the problem and improve this?

/iaw