Upgrade to Windows 7 Ultimate with Anytime Upgrade

Greg Shultz walks you through the entire procedure of using Windows 7 Anytime Upgrade to upgrade to Windows 7 Ultimate.

The other day I was discussing with a friend the benefits of dual-booting Windows 8 using a VHD (Virtual Hard Disk) as I wrote about in the article Dual-boot Windows 7 and Windows 8 using a VHD. My friend has Windows 7 Home Premium installed on his computer and was saying that he would give anything for a way to add the Bootable VHD feature to his system so that he could experiment with Windows 8 and keep his Windows 7 setup intact. (As you know, the ability to boot from VHD is only available in Windows 7 Ultimate and Windows 7 Enterprise.)

When I told him that there was a way he could do so, he was all ears. When told him that it would cost him about $140, he was still open to the idea saying that if it would allow him to install Windows 8 on a VHD, it would be worth it.

I then explained how he could purchase a Windows 7 Anytime Upgrade key that would allow him to easily upgrade his Windows 7 Home Premium system to Windows 7 Ultimate. A half hour later we were standing in line at the local Best Buy purchasing a Windows 7 Anytime Upgrade key.

The upgrade went very smooth and soon my friend was installing Windows 8 to a VHD. After we were finished, I figured that there were probably other folks out there that would be interested in learning more about using Windows 7 Anytime Upgrade to be able to install Windows 8 on a bootable VHD. As such, in this article, I'll walk you step by step thru the entire procedure of using Windows 7 Anytime Upgrade to upgrade a Windows 7 Home Premium system to Windows 7 Ultimate.

This blog post is also available in the slideshow format in a TechRepublic Photo Gallery.

Editor's Note: Since this article was published, it has been discovered that Native VHD Boot is available in all versions of Windows 7, which means that you can set up a Windows 8 dual-boot configuration in Windows 7 Home Premium. See the article Native VHD Boot is available in all versions of Windows 7 for more detail.

Creating a System Image

Even though the Upgrade will not alter any of your data or other configuration settings, I recommend that the first thing that you'll want to do is create a System Image from within Windows 7's Backup and Restore. When you do, you'll end up with a complete image of your hard disk. That way, if anything out of the ordinary were to occur as you follow the steps for performing the Windows Anytime Upgrade, you will be able to return to your current configuration.

Furthermore, I recommend that you also create a separate backup of your data. Maybe just make copies of all your data files on CD/DVD or on an external hard disk. While it may sound like overkill, having an extra backup will give you peace of mind.

To create a system image, you'll need to have a CD-RW/DVD-RW drive, an external hard disk, or access to a network drive. To access Backup and Restore, click the Start button, type Backup in the Search box, and press [Enter] when Backup and Restore appears in the result pane.

Once you have Backup and Restore up, select the Create a System Image option and choose your backup location. As you can see in Figure A, I used a DVD-RW drive on my system.

Figure A

On my test system, I'll use DVDs to create my system image.
As you can see in Figure B, on my test system all the partitions on the drive are selected by default. To initiate the operation, just click Start backup. On my test system with a 500GB hard disk, it took over an hour and required eight DVDs.

Figure B

Creating a System Image on DVDs takes a little while.
When the System Image is complete, you'll be prompted to create a System Repair disc, as shown in Figure C. This is the disc that you will use to boot your system and restore your system image in the event that you need it.

Figure C

When the System Image is complete, you'll be prompted to create a System Repair disc.

As soon as the System Image is complete and before you begin the Windows Anytime Upgrade procedure, I recommend that you reboot your system to make sure that you have a clean slate.

Getting a Windows Anytime Upgrade key

You can purchase a Windows Anytime Upgrade key right from within Windows 7, you can get one from an online store such as Amazon, or you can get one from a local store such as Best Buy. To purchase Windows Anytime Upgrade key from within Windows 7, click the Start button and type Anytime in the Start search box. When you see Windows Anytime Upgrade appear in the results, press [Enter]. You'll then see the Windows Anytime Upgrade window, shown in Figure D. (Note that in the upper right corner of the window, it shows that on my test system I am currently running Windows 7 Home Premium.)

Figure D

The Windows Anytime Upgrade feature is built into Windows 7.
When you click the Go online button, you'll see the next Windows Anytime Upgrade window, shown in Figure E, and will click the Buy button under the Ultimate heading. Once you work through the steps, you'll instantly receive the Windows Anytime Upgrade key and the upgrade will begin immediately. (Don't worry, you will have the opportunity to print out a receipt and a copy of the receipt will be sent to you via email.)

Figure E

You can go online to the Microsoft site and purchase a Windows Anytime Upgrade key.
If you purchase a retail copy of Windows Anytime Upgrade, you'll actually get a 25 character alphanumeric key. To use the key, follow the instructions to access the Windows Anytime Upgrade window shown above in Figure D. You'll then click the Enter an upgrade key button. When you do, you'll see the window shown in Figure F and will be prompted to enter the key.

Figure F

If you purchase a retail version of Windows Anytime Upgrade, you'll have to manually enter the 25 character alphanumeric key.
After you enter the key and click Next, Windows Anytime Upgrade will verify that the key that you entered is valid, as shown in Figure G. It takes just a few seconds to complete this step.

Figure G

It will take a just a few seconds for the system to verify the Windows Anytime Upgrade key.
You'll then be prompted to accept the license terms for the upgrade, as shown in Figure H. If you want all the details, just click the Microsoft Software License Terms link.

Figure H

Of course, you have to accept the license terms.
As soon as you click the I accept button, you'll see the next screen which prompts you to make sure all of your open programs are closed, as shown in Figure I. To begin the procedure, just click the Upgrade button.

Figure I

Before the actual upgrade begins, you'll be reminded to close all open programs.
Once the Upgrade begins, as shown in Figure J, it will take anywhere from 10 to 20 minutes depending on whether updates are needed. On my example system, only one update was needed.

Figure J

The upgrade will take about 10 minutes to complete.
During the Upgrade your system will reboot several times. I noticed that after the first reboot, you'll see a screen like the one shown in Figure K, which shows that at this point the operating system is still Windows 7 Home Premium.

Figure K

At this point the operating system is still Windows 7 Home Premium.
However, after the second reboot, you'll see that the screen is showing that the operating system is now Windows 7 Ultimate, as shown in Figure L.

Figure L

After the second reboot the operating system is now Windows 7 Ultimate.
After the upgrade's final reboot, you'll see that the Logon screen now shows the operating system as Windows 7 Ultimate. When you log on for the first time, you'll see the last screen in the Windows Anytime Upgrade procedure, as shown in Figure M. To complete the operation, just click Close.

Figure M

The last screen in the Windows 7 Anytime Upgrade procedure will appear on the screen when you log on to Windows Ultimate for the first time.

At this point, you can read my article Dual-boot Windows 7 and Windows 8 using a VHD and take advantage of the Bootable VHD feature in Windows 7 Ultimate.

What's your take?

Are you running Windows 7 Home Premium? Would you like to set up a Windows 7/Windows 8 dual boot system using a VHD? Will you take advantage of Windows Anytime Upgrade to move from Windows 7 Home Premium to Windows 7 Ultimate? As always, if you have comments or information to share about this topic, please take a moment to drop by the TechRepublic Community Forums and let us hear from you.

Also read:


Greg Shultz is a freelance Technical Writer. Previously, he has worked as Documentation Specialist in the software industry, a Technical Support Specialist in educational industry, and a Technical Journalist in the computer publishing industry.


Hi Greg I have just bought a new laptop which has W7 Home Premium to replace my existing laptop which has W7 Ultimate for which I have the media/licence. Can I use this to upgrade to Ultimate on my new laptop using Anytime or must I do a complete install of Ultimate (which I'd rather not do! Michael

Power Natto
Power Natto

I would be interested to know how one upgrades the OEM version installed on the restore partition of a system. Or is it the case that the online upgrade be done again online after a re-install? Preferably without a further purchase!

Henry Minute
Henry Minute

When the Win 8 beta was released I tried it out using dual boot in a VHD on my Win 7 Pro machine.


I noted in the original article that it was stated that Win 7 Home Premium did not allow for booting from virtual disks, but the article also quoted another author's method. He said it COULD be done. I followed the other author's approach and succeeded in setting up a vhd for Windows 8 and the associated dual-boot. So it CAN be done with Home Premium. Why pay the exorbitant charge for the Ultimate version when you can do it from Home Premium?


I use Oracle VirtualBox to host Virtual Machines within my Windows 7 environment. I am running Win8 within one of the several VM setups I setup within VirtualBox. You didn't need to spend the $140 to upgrade Win7 to do this... VirtualBox is Free! I fear you gave your friend some bad advice...


This is pure advertising for Microsoft. Hope that MS paid well for this article.

Mantei Woodcraft Ltd.
Mantei Woodcraft Ltd.

It might be a really good idea to visit Windows Update first and make sure everything is up to date. I've had two upgrades fail initially because I had neglected to do this. I know it seems like a no-brainer but if you're not set to update automatically and your recollection of when your last update was performed is not as recent as you recall you'll save yourself the time it takes to run the Anytime Upgrade again.


yes , those upgrade keys have been on the internet for quite some time now . they are even posted in YouTube videos . i ordered my last PC with home premium . so i could upgrade at home for free .


Happy with the bare-minimum Win7 Home Ed 64-bit. It runs what I need it to run, and for the serious stuff, Ubuntu 12.04 LTS serves my purposes well, at no extra cost. Best of both worlds at the most affordable price. Here in Oz, prices for Win7 Ultimate *start* at AU$429.00. Yep, sure.

Mark W. Kaelin
Mark W. Kaelin

Windows 7 Ultimate has some definite advantages, right now and when it comes to upgrading to Windows 8. Are you planning to upgrade to Windows 7 Ultimate?

Deadly Ernest
Deadly Ernest

1. Microsoft pretend that you can't legally do what you want to do, but under the consumer laws of most countries you can legally do that as long as you delete the software off the first system prior to using the key on the second system. However, you then come into the next issue. 2. The various keys are linked to the version of Windows you have, thus just using the key on the other system won't work, you have to load the copy of Windows from the first system onto the second system; and this is where the idea will get killed. 2.a. Each version of Windows factory loaded onto a vendor system is trimmed and cut to suit that specific system and only that system. It does NOT have the full range of drivers to work on other hardware. Thus the copy of Windows on your first system is very unlikely to work on the second system. 2.b. If you actually went through the process of buying or somehow getting a full legal copy of Windows with the right DVD / CD at some time, then you can load it onto any suitable system and use the key in it. You will need to make sure it's only loaded on one system at a time. 3. If at any time you do install a copy of Windows onto a second machine you WILL have a devil of a fight with Microsoft over the activation of it as they do NOT like or want people to do that, despite it being legal in every country in the world. The Microsoft EULA and how they push things has very little bearing on the legal reality, but that doesn't stop them trying to bury you under BS to stop you transferring the key and licence instead of buying a new one. Summary What you want to do is legal but not likely to work in real life due to the way Microsoft go about setting up their customer rip off system.

Greg Shultz
Greg Shultz

...use your existing media license to upgrade your new laptop from Home Premium to Ultimate. That's not how that works. If you really want to move up to Utilmate on your new laptop, you must use the Windows Anytime Upgrade. However, before you do so, you should know that since this article was published, I have discovered that the bootable VHD feature is indeed available in Windows 7 Home Premium. Stay tuned for more details.

Greg Shultz
Greg Shultz

...that there is some confusion here. Are you talking about using Windows Virtual PC in Windows 7 Home Premium? Windows Virtual PC can be installed in Windows Home Premium and used to create a virtual machine into which I suppose that you could install Windows 8. But Windows Virtual PC and Native VHD Boot are actually separate technologies. As I understand it, while all Windows 7 editions can create and attach a VHD, only the Windows 7 Ultimate and Enterprise editions support the Native VHD boot feature. Check out the "Understanding Virtual Hard Disks with Native Boot" article on the Microsoft TechNet site As you can see in the Limitations section, it clearly states that Native VHD Boot is restricted to Windows 7 Enterprise and Windows 7 Ultimate. Looking at it a second time, I suppose that it could be interpreted as meaning that only Windows 7 Enterprise and Windows 7 Ultimate can "boot" from VHD; however, I have always been under the impression that it meant that only Windows 7 Enterprise and Windows 7 Ultimate supported the ability to boot up another operating system via VHD. While the latter seems more likely, I must admit that I have never actually tried to create and use a bootable VHD from within Windows 7 Home Premium. Since I was convinced that it was not supported, I have never tried to do so. I will continue to investigate this...


I totally agree with alan.sewards, I have an Acer netbook with 4gb or RAM and Windows 7 Home Premium and I was able to boot from VHD. I think there is a mis-understanding in that the OS on the VHD must be Windows 7 Ultimate or higher in order for the boot from VHD to work. I forgot to mention that I was able to use Windows 8 Consumer Preview on my VHD Save yourself a couple of bucks and try it out with your Windows 7 Home Premium

Greg Shultz
Greg Shultz

Keep in mind that that there is a big difference between a a Virtual Machine, which is what you get with something like Oracle VirtualBox, and a Virtual Hard Disk, which is what you get with Windows 7's Native VHD boot. In a virtual machine, everything is virtualized - hard disk, RAM, video etc. In a Native Boot VHD, the only thing that is virtualized is the hard disk. That means that when you boot from a VHD, you are using your systems actual RAM, video card etc. As such, you are actually running the operating system on REAL hardware.

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