And this is where the path gets a little twisty. You cannot upgrade RC1 into a release Windows 7. You cannot upgrade an Ultimate install into anything other than an Ultimate. 32Bit only goes to 32bit. Antitrust N releases can only upgrade other antitrust N releases. So basically you can only use the upgrade install function if you are upgrading what you have to the exact same thing. I understand it deigns to allow you to upgrade VISTA to W7, so long as all the above criteria is met; ie 32bit to 32bit, ultimate to ultimate, etc.