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What I usually do is extract it to the existing folder and let it overwrite whatever it needs to overwrite. That seems to work fine.

(+1)

thank you so much!  I considered this but was hella nervous it would affect my saves.

ok, so what i did exactly was select the updated zip.  Clicked extract all.  Then i selected the headmaster 12.3.1 folder and clicked extract.  It didn't overwrite anything though.  It just created a completely seperate folder within the original.  What am i doing wrong?  I swear i'm not usually this technically challenged but for some reason i just can't figure this out 

Yeah, it sounds like you basically extracted a new installation within the existing folder. Delete that new folder and pay attention to what you're extracting and to where.
What you really want to do is select the contents of the Headmaster folder in the ZIP, and extract it to the existing main Headmaster folder (there should be game, lib, & renpy folders and four other files. These will overwrite the existing ones).

(I’d suggest renaming the Headmaster folder, just for your own reference because it's not going to be version 12.3.1 any more, but that's up to you.)