well nevermind. here's the answer: "Rule 3: Align the source geometry's pivots to the X and Y axes
The 2d array is created along the X and Y axes of the RailClone object's local coordinate system, and segment's will be oriented to that their own axes align with this. It's very tempting, especially with vertical styles like façades and cladding, to align geometry incorrectly so that the vertical elements are on the Z axis. For example, the image below illustrates the segments used in the façade exercise on this page. The collection of segments marked A are incorrectly orientated so that there verticals align to the Z Axis. The group of segments marked B are correctly oriented. Their segments are aligned to the X and Y axis, matching the axes used by RailClone to construct the array."
rather than creating all new bricks, i rotated all my bricks 90deg such that they were facing "up", then reset xform, then created a new 2s array and rotated the 2s array under the general > x rotation option. it worked as expected.