Vista - Vista Premium 64bit to Ultimate 64bit Upgrade Fails

I have tried to upgrade a Intel Core 2 Quad 2.33GHz, with 8GB Ram and NVIDIA
GeForce GT120 three different times. One without mod, once after deleting
Flash and once after removing my other two HD's. It fails every time during
the final phase of setup. The Video Drivers have already loaded as the
display has changed. It really makes no sense to me that an upgrade from
Premium to Ultimate would fail because it couldn't set up devices. Are there
any know issues? I have made many installations, both Windows and Linux and
this just doesn't make sense. I know I could try and clean install, but I
just really don't want to go through any more aggravation. I have searched
for answers and haven't found much specific. I wish that there was an output
during installation so that a specific event could be determined that fails.
I just get the message that device(s) setup failed and the installation will
rollback. Would appreciate any input of know issues.

Thanks,
Gregg