He're my issue: I have a 32-bit OEM Vista Business Upgrade disk with a valid product key. I downloaded the three x64 Vista files and followed the instructions on this site on how to make a bootable Vista DVD. I successfully created the DVD and I can do a clean install with it. I'm trying to do the clean install with a vista upgrade, where you have to install vista and then upgrade to vista. I get the clean install done and then when I reinsert the disk to do the upgrade and run setup, I get a vista splash screen that says "please wait...." for about five seconds and then it disappears. It does not allow me to start up the upgrade program. I've tried burning 3 different DVD's with different settings and I still get the same error. I'm out of ideas... I really need to get x64 vista on this rig, but I don't feel like spending the cash when I already have a valid license. I already ordered the official x64 DVD for $10 from microsoft, but I have received it yet. I have a feeling that's going to give me the same errors. Thanks for the help!