I have been through this three times and have to reinstall XP after installation fails every time. I am trying to upgrade using a student version Win 7 64 Ultimate DVD, the XP is home version. I boot from DVD and do the custom bit and it starts to install. It hangs during preparing to install, so I reboot and it makes it past the first hang point. During the finalization it hangs. This is before it does any reboot. I have let it go for two hours and it doesn't proceede. I try to reboot and I get some boot error. Only way I know to get things going again is to reinstall XP. I have tried with a fresh XP install SP2 no drivers or other software installed. Same results. Burns up a weekend real quick.