I have tried taking out all unneccessary things from the comp, leaving 1 stick of RAM in and just the keyboard and mouse.. It always gets stuck at 61% on transferring files. The setupact.log says 2009-11-12 22:17:27, Info SYSPRP Status: Total = 232, Complete = 142, Progress = 61% (61%) I have tried many times from my windows 7 upgrade disk, i have the retail version of win 7 ultimate x86 I have searched for fixes and cannot figure out why this is happening. Would the freezing at 62% fix work? It says not to try it if it has any other percent so I haven't tried it. I would try a clean install but have no way to backup my files. Thanks!