SOLUTION: KEEP TRYING! I didn't change a thing and it worked on the 6-7th attempt. I've downloaded the 64bit ISO, the MD5 checks out. I've burned this as slow as my burner would allow (3x) and verified the written data, which checked out. I'm booting from the CD, however everything seems to run pretty slow. Once the setup starts and I get to the pretty blue/green screen, it sits there for about 3-4 minutes, I can move the mouse around but there's nothing to click on or anything like that. Eventually I can select the lanaguge, etc. The next screen pops up instantly, I click the install now button and I sit at "Setup is starting..." for a few minutes. Once the next screen is up, I'm able to agree to the license terms and goto the next screen (which is instant). I then select the "Custom (advanced)" option and select the partition I want to install to. (If it matters, the first time I went through I formatted my hard drive which turns out wasn't such a good idea, but I can reinstall Vista Ultimate 32 if I can't get Win7 to work, that shouldn't be a big deal). I then select the correct partition I want to install to and hit next. Copying files runs instantly, then it pauses before it starts the Expanding files step. After a few minutes of what looks to be the installer doing nothing, Expanding files get bolds and sits at 0% for a few minutes. It then starts steadily counting up, about 1% per 3-4 seconds. The first time through I was able to get to 33%, however it doesn't seem to always fail at the same percentage. The error I'm seeing is... WTF, I was running it again to get the exact error and it didn't do it this time... go figure I'd type up this huge post and it works then... The error was something like 0x80070570 "cannot install required files". I guess I can't really complain. Please remember that I checked the MD5 of the ISO as well as verified the contents of the disc using ImgBurn, so as far as I know, the disc is not corrupt. I also burned a second copy (just in case) and I'm still getting the same results. Both of these discs were burned from the same computer, my work laptop, if that makes a difference. Could this be because I'm installing 64 bit? I've never had any experience with it before, so I'm not sure.