A major advantage of doing an in-place upgrade compared to doing a clean install,
is that all accounts, settings, and programs are kept intact.

How can I do an in-place upgrade of Windows?

The question concerns non-Enterprise editions only, and my primary interest is in going from Windows 10 to Windows 10, using the "upgrade" as a means to repair Windows. 1
I will welcome answers on upgrading to Windows 11 as well. 2


At the time of writing, there are 160+ hits when running the query :

Quite a few of those answers advise to repair Windows by making an in-place upgrade,
but I couldn't find a question on the topic.
This post aims to fill that gap by requesting a guide on how to do it.


You must have at least 20 GiB free disk space on the Windows drive to consider an in-place upgrade.


1 Possibly, but not necessarily, installing a newer build version. For example, 21H2 → 22H2, or 22H2 → 22H2.

2 I expect the procedure for Windows 11 to be very similar to that of Windows 10.


1 Answer 1


How can I do an in-place upgrade of Windows?

When Windows Update failed, I salvaged the situation by making an "in-place upgrade".
I didn't even need an installation DVD or a USB stick. Nor the product key. 1
The procedure was pleasantly straightforward and mostly free from obstacles.

I searched :
which took me to :
Download Windows 10 Disc Image (ISO File).

I disregarded Update now and clicked Download now which downloaded MediaCreationTool22H2.exe.

The page 'Download Windows 10 Disc Image (ISO File)'.

^ click to enlarge

Then I right-clicked MediaCreationTool22H2.exe and chose Run as administrator.

MediaCreationTool22H2.exe - Run as administrator.

The first time I tried it, a window was shown, saying :
There was a problem starting Setup. Close the tool, restart your PC, and then try running the tool again.

Windows 10 Setup: 'There was a problem starting Setup'.

Instead of restarting Windows, all I did was sign out and sign back in again. 2
This time, I didn't get any error.

Then I was shown a window displaying Getting a few things ready, and upon completion,
a license agreement, Applicable notices and license terms, which I accepted.

License agreement: 'Applicable notices and license terms'.

The window Getting a few things ready was shown again.
I was then asked What do you want to do?, and given two options :

  • Upgrade this PC now
  • Create installation media (USB flash drive, DVD, or ISO file) for another PC

Two options: I chose 'Upgrade this PC now'.

The first option – Upgrade this PC now – was pre-chosen, so I clicked Next to start the installation of Windows 10, version 22H2. Because of this choice, I never needed any USB stick.

The download took a little more than an hour (some 70 minutes).
When shown Ready to install, I left Keep personal files and apps checked, and clicked Install.
The installation took about 16 hours. 3

Windows 10 Setup: 'Ready to install'.

The aftermath

I was slightly shocked that the installation took sixteen hours.
But putting that aside, compared to having Windows Update do a version upgrade, this installation was quite smooth. When Windows Update upgraded my Windows 10 from version 1803 to 21H2, the Windows modules installer worker (TiWorker.exe) practically hijacked my laptop for hours and hours, in the meanwhile making the computer completely unusable. 4

One bad thing did happen the day after the upgrade – my disk usage (HDD) went up to 100%, and stayed close to 100% for several hours. This happened although the sum of the four most hungry processes didn't even add up to 0.5 MB/s.
This normally results in no more than 5-10% disk usage – not anywhere near 100%. Weird.

Hard disk: only 4 processes use 0.1 MB/s, yet 100% disk.

I got fed up with it and performed the classical Microsoft fix – "if in doubt, restart the PC".
Once restarted, the strange behavior was gone, and I haven't seen it since.

Other than that, the registry was completely reset (which is good),
and that the annoying Microsoft Edge was installed (unfortunately). 5

I believe an in-place upgrade like this is possible, even if the current version of Windows 10 is the same as the version in Windows 10 Disc Image (ISO File). 6

Where are the installation files downloaded?

The Media Creation Tool saves the downloaded files to C:\ESD\Windows.
So if I want to do an in-place upgrade of the very same version once more, then I don't need to download the files again. Instead, I can just double-click C:\ESD\Windows\setup.exe.
When I did that, I was shown a window saying Install Windows 10. And since I already had the latest drivers for my laptop, I clicked Change how Windows Setup downloads updates.

C:\ESD\Windows\setup.exe → 'Install Windows 10'.

When shown Get updates, drivers and optional features, I clicked Not at the moment, and then Next.

Get updates, drivers … → 'Not at the moment'.

Then the license terms were shown, and the rest was as above. (I didn't complete it.)

What if the system doesn't boot?

Unfortunately, if your system doesn't boot, you cannot do an in-place upgrade, only a clean install.
A clean install has many similarities with an in-place upgrade.
When reaching the window What do you want to do?, choose Create installation media …,
and make sure to have a USB stick ready with a capacity of at least 8 GB.
All contents of that USB memory will be wiped out.

Shut down the machine on which you want to clean install Windows. When starting it, you need to change the boot order so that the computer boots from the USB instead of from the hard drive.
On my hp laptop, this is done by repeatedly pressing the F9 key right after starting the computer.

The option OS boot Manager (UEFI) was pre-chosen, so I used the down-arrow ()
on my keyboard to mark USB Hard Drive (UEFI), and then pressed Enter.
I didn't continue, but instructions should follow on how to proceed with the installation.


1 In case you do need the product key, press WinKey+r, type cmd, and press Enter to open a command line window.
Copy-paste wmic path SoftwareLicensingService get OA3xOriginalProductKey. Press Enter.

2 To sign out, press WinKey+x, u, i.

3 Yes – sixteen hours. But the result was a shiny new installation of Windows 10, version 22H2.

4 As I recall it, it wasn't just hours, more like days. Extremely frustrating.

5 I've since written a guide on how to get rid of Microsoft Edge.

6 I haven't tried it, though.
To be picky, if the version to be installed is the same as the version already running, then it's a reinstall, not an upgrade.

  • Logging out and logging back in also works to resolve issue of black screen after windows 11 update. You can CTRL-ALT-DEL and sign out there. Commented Sep 29, 2023 at 13:39

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