Installing Vista Clean, With No Crapware

Copied from my guide available here

If you're looking for Activation Backup & Restore (ABR) it has moved to it's own page, which you can find HERE.

This guide is relatively VENDOR NEUTRAL. It should work on all Vista installations that were preinstalled at the factory, for both laptops and desktops.

NOTE: This procedure may look long, but I'm just really wordy at writing these things. You should get through each step pretty quickly.

Here's the deal, you're a computer guy, and you got a new laptop, but you hate that it came with all that crapware preloaded. If you only had a way to install Vista clean, you'd love to do it. But that brings up another issue: Vista activation. Why should you need to activate Vista again when you already have it activated?

The point of this guide is to be able to install a clean version of Vista, without calling Microsoft (or going online) to activate. No more, no less. I just don't like the "big brother" aspect of activation every time I re-install.

BEFORE YOU POST ANY COMMENTS: This guide is ONLY about reinstalling Vista on a system that you purchased, WITH A VISTA LICENSE. If you have questions about installing on another computer where you have no license, GO AWAY. That is PIRACY and will not be tolerated here.

Some notes:

  • You can only install the SAME VERSION of Vista you already bought. If you're laptop came with Home Premium, you can NOT install Ultimate.
  • This guide uses information that's ALREADY ON YOUR LAPTOP. The only thing you will need to download is a small utility to backup and restore the activation.
  • I have developed this on an HP laptop (dv9000t and dv9500t), but I don't see why it won't work on other systems. (Let me know if it does!)
  • This has been adapted and expanded from the original notes given for Lenovo systems by Wh1t3w0lf (see this thread)
  • I am not a lawyer, but this is not a crack or break in any way. I fully believe that this is completely legal. All you are doing is backing up information already on the computer, and restoring it after you install.

A Note for Beginners:

This is not an especially difficult task, but it is a bit more technical than you may be used to or comfortable with. If you follow the guide, you should be OK. HOWEVER, this guide does not cover installing drivers and possibly other things that you will need after Vista has been installed. Also, you may need to deal with situations that are not covered in this guide. If you don't feel comfortable doing that, then you should not do it. BUT, if you get stuck or something doesn't work right, you can always use the recovery discs to restore your system to the way it was when you opened the box.

Things you need:

  • Skills and knowledge enough that you are comfortable installing an OS from scratch, and maybe partitioning a disk.
  • USB Flash Drive (or other external disk) Must be writable media! You cannot use a DVD or CD
  • Vista Installation Media
  • 2 DVD+Rs to make your recovery discs
  • Activation Backup & Recovery tool, downloadable below

Disc Definitions
There is no such thing as a "Home Premium Vista" disc, or an "Ultimate Vista" disc!!!! ALL VISTA DISCS CONTAIN ALL VERSIONS OF VISTA. The thing that determines what version of Vista you have is the License Key that you have. You may have a sticker on it that says "Vista Business" or "Vista Home Premium", but IT IS A LIE. Your disc *may* be forced to install a certain version, (see "CUSTOM OEM Vista Disc" below) but it still contains all versions. It is possible to modify this disc so you can use it to install any version (that you have a license for).

There are many types of Vista discs out there, here is the "official" terminology of what they mean (each of these discs come in 2 versions, 32bit and 64bit):

  • Anytime Upgrade Disc This disc contains all versions of Vista, unmodified as Microsoft is shipping it. It is sometimes included for free with your system, or can be purchased online for under $10. This purchase price does NOT include a license or serial number, it is only the installation media. It is intended so you can upgrade from one version of Vista to another by purchasing a license online. This is the type of disc you need to do a clean install.
  • Recovery Disc These disc(s) contain an image of your computer as of when you got it. They can be used to restore your system to the EXACT state as when you first opened the box and turned it on for the first time. Vista is on these discs, but so is all the bloatware. The images are encrypted, and cannot be modified to be used for a clean install. It's best to burn these for yourself using the included recovery disc creation tools, but you can also usually buy them.
  • Vista Retail Disc These discs are the ones you buy at the store in a shiny Vista box. They include a license and serial number for a particular version of Vista. The contents of the disc are IDENTICAL to the contents of the Anytime Upgrade Discs. These discs are expensive because you are buying a license along with them. You already have a license for Vista on your laptop, so there's no need to buy another one to do a clean install.
  • OEM Vista Disc These discs sometimes get shipped with your system, and are IDENTICAL to the Vista Retail and Anytime Upgrade discs. The main difference here is in the licensing from the OEM (HP, Dell, etc...).


  • CUSTOM OEM Vista Disc These seems to be showing up more recently, especially with Dell systems. Some OEMs ship Vista discs that have been modified to include changes such as forcing the disc to only install a certain Vista version, and also include integrated drivers. You can probably do a clean install with them, but you might need to modify the disc before you do it. See the next section for details.

Obtaining The Vista Installation Discs
The most important thing you need for this procedure is the Vista installation disc itself. Like many previous versions of Windows, the disc is often not shipped along with your computer in an obvious form. Sometimes it is hidden in plain sight, and other times it is hidden on the hard disk. It's also very possible it was not given to you at all. You need to obtain the disc using one of the following options:

  • Purchase the disc from Digital River: It appears that the place that used to allow them to be downloaded now has the real disc available for purchase. Please try this link to purchase the media: Sorry, Looks like this is dead now
  • Purchase from Windows Marketplace: Windows Marketplace sells the discs at a reasonable price (~$15). It doesn't look like they are verifying your registration key on this site (there's really no reason they would need to), but I have not personally gone through the entire process myself. These discs are the same as a retail or OEM install disc, but, like all the other discs in the guide, they do not come with a license. You already have a license, so you don't need to buy another one anyway.


  • Anytime Upgrade Disc: The Anytime Upgrade disc was being shipped with new computers, and is exactly the same as an installation disc. It may have come in the box with your laptop. It's in a dvd case inside the box with all the manuals. Unfortunately many companies have stopped shipping this disc with new systems. You have a few options to obtain it:
    • The disc can be ordered online (legally) from various places for less than $10. CompUSA used to have them, but now they are going out of business. It is very cheap because it is just a disc, and does not include a license. You can try to search for "Vista Anytime Upgrade" at online stores.
    • Unfortunately, Microsoft has discontinued the Anytime Upgrade program, so you can no longer order the disc from them. You may be able to find the discs elsewhere online, but those will also probably stop being sold as Microsoft shuts down the program.
    • Some people have reported they are being sold on eBay, but they are a little more expensive.


  • MAYBE it's already on your hard drive: Your manufacturer MIGHT have copied the contents of the Anytime Upgrade DVD directly onto the hard disk of the computer (sometimes in a hidden folder called "WAU"). The problem is that you cannot directly burn this to a DVD and then boot from it to do a clean install -- you first need to burn the files as a bootable DVD in order to use them. To create a bootable DVD from these files:
    1. Download, install, and run vLite
    2. Select the location with the WAU folder
    3. Select your vista version
    4. Select the ISO button and make the ISO - you can create an image or directly burn to DVD.

    Now you should have a bootable Anytime Upgrade DVD you can use for a clean install. Thanks to seven11 for the steps. (Note: You can do a lot of other things with vLite too, but avoid messing with other things in there until you know what you are doing with it).
    Here are some places you might find the folder on your system:

    • C:\Windows\sonysys\wau (hidden folder)
    • Please let me know where you found it on your system!

    You can see if it might be on your system by doing the following:

    • Click Start > Windows Anytime Upgrade > Choose your edition
    • Under the upgrade option a message will display whether your laptop is pre-configured for Anytime Upgrade

    You will not have the "Anytime Upgrade" option if you have Vista Ultimate, but you might still have the folder on your hard drive. Take a look around for it. (Thank to coolguy for these steps)

    seven11 has created a PDF with screen-shots that can walk you through the process: PDF Walkthrough


  • Borrow a Disc: If you know someone else who has an Anytime Upgrade disc, a retail Vista disc, or an OEM disc, you can use any one of those as well. Make sure that you USE YOUR OWN LICENSE. The license is not tied into a DVD, it's tied to the computer and the product key you use.
  • Download from Windows Marketplace: According to MyDigitalLife, one can download the Vista installation media from Digital River, who is Microsoft's partner in online distribution of Vista. You'll have to download 3 files, one of which is over 2GiB, and when you're done you'll have the Vista files you need to do the installation. Make sure to burn a BOOTABLE DVD with these files -- burning directly to disc will not work for a clean install.
    • Links to download files can be found here: Sorry, these don't work anymore.

      NOTE: If you want to use these files to go from 32-bit to 64-bit, you may get an error when extracting the "X13-49121.exe" file. If you do, you will need to open the file with a zip program like "7zip" or "winzip", extract all of the files, then move the "install.wim" and "boot.wim" files into the "sources" folder.

    • Information on making a bootable DVD:


    If you go this route, VERIFY THE SIZES of the files as listed below!!!
    Thanks to Kingb33 for links/information about this.

    MD5 sums for the downloaded files: (NOTE: I can only verify them as I have received them. Unless someone at Digital River can confirm them (highly unlikely), we'll have to compare what we have and come to a consensus)
    32 bit:

    • b120c78ff6e37ed9aea16d757bf217a0 X13-49120.exe 77,340,536 bytes
    • e216559f4bf82528979c0f98a23cad5d boot.wim .... 121,963,537 bytes
    • d5704d2cf5515bcee94027dc08714503 install.wim . 2,412,507,182 bytes

    64 bit:

    • 61439ff5fb372a1084751ec990cf1d23 X13-49121.exe 81,790,840 bytes
    • 4d2a6612e4487a625cd41b2d94f1a3c3 boot.wim .... 136,630,167 bytes
    • b31c4eaed6ab5ab10d6f98a6f5f2144c install.wim . 3,504,026,910 bytes

    To burn the resulting ISO file to a DVD, use the image burning function in your DVD burning software. Alternatively, you can use ISO Recorder, which is free. Once you install it, right-click on the ISO file and select "Copy image to CD" (You'll need a DVD for this, not a CD).


  • OEM Re-Installation Disc: (This one requires a bit more fiddling than the others, so consider it for more advanced users) Some OEMs ship their systems with a "re-installation disc". This disc may be be customized by the OEM to install only one version of Vista, but those customizations can usually be "undone" using vLite, and then will allow you to install any version (that you have a license for) from that disc. This modification removes some of the custom scripts that an OEM uses to automate the Vista installation. Sometimes they also customize the windows install files, but I think they just add drivers to them. Using this method does not give you a "pristine" install disc, but it should be enough to work. An example where you could do this is if you have a Dell Vista Business disc at work that only allows you to install Vista Business. You can modify this disc to allow you to install Home Premium on your home laptop.
    • For Dell discs:
      1. Copy the entire Dell DVD to a folder on your hard drive
      2. In the "sources" folder, there is a folder called "$oem$". Delete it
      3. In the "sources" folder, there is a file called "pid.txt". Delete it.
      4. Open vLite and burn a new disc using those files
      5. Install vista. It should now allow you to choose a version of Vista to install, and also will not install the dell product key and activation files

      (Thanks to Silas Awaketh for the info that helped me figure this out)

    • Dell is currently the only OEM I have info for. If you have a disc from another OEM, please let me know and we can figure out how to add it.


  1. BURN RECOVERY DISCS. If you don't do this you aren't nearly as clever as you think you are, and probably much less so. Do not use the recovery discs you bought from HP!!! Use the recovery manager tool to burn them yourself!!! Burning them yourself is the preferred method to obtain the recovery discs, and many people have found that there are bugs in the HP discs that cause the recovery to fail. DO NOT USE THEM!


  3. BACK UP YOUR DATA!!! This procedure will cause EVERYTHING ON THE DISK TO BE DELETED!!!
  5. Save the information you'll need later:
    1. Unzip the file (downloadable below) and put the ABR folder onto your USB flash drive (or external USB drive). For example, if your flash drive is on F:, unzip to F:\ABR. NOTE: You MUST unzip this file. You cannot run it from inside the Windows "compressed folder" view.
    2. Double-click on "activation_backup" to run it. You will see some output, and hopefully everything was successful.

      Running this will create 2 files on your flash drive:

      • backup-cert.xrm-ms: Backed-up activation
      • backup-key.txt: Backed-up product key. This product key is different from the one on the bottom of your laptop. We will NOT be using the one on the bottom of your laptop in this procedure.

      I recommend you write down the Product Key somewhere else as well. Vista may decide that it wants you to re-enter the key at some point, and it's useless if you only have it locked up on your flash drive. (You won't be needing the written down version for this procedure though)
      Your activation has now been backed-up.

    3. Save all the software in C:\SWSetup. This is a big folder, so you might need a DVD for this. This folder contains drivers, useful tools, and the crapware that we're trying to get rid of. You will need the drivers again, and you might decide that you want some of the other stuff later on. Specifically, QuickPlay is in there (and not available for download from HP), so you'll need that. QuickPlay stuff is under QLB\ and QPW\ folders. If you burn this to a DVD, it would be a good idea to "verify" the burn process before assuming it was completed. Most DVD burning software has an option to do this.


  6. Turn off the Wireless Network switch and unplug any network cables. (I always like to make sure nothing is calling home until I'm ready for it.)


  7. Insert the Anytime Upgrade DVD and reboot the computer. "Press any key to boot from DVD" when you see that message. If you don't see that message and Vista just boots up again, reboot again and hold down the "Esc" key. Choose to boot from the DVD drive.
  8. Choose your language, time/currency, keyboard. [Next]
  9. Choose [Install Now]
  10. Product Key window:
    1. Now you will be asked for your product key. DO NOT ENTER ANYTHING HERE. We'll take care of this later.
    2. UNCHECK "Automatically activate Windows when I'm online"
    3. [Next]
    4. You will be asked again to enter your product key. Press [No]


  11. You'll be presented with choice of which Windows version you have purchased. YOU MUST CHOOSE THE SAME ONE YOU PURCHASED!!! For me it is HOMEPREMIUM. Also check: "I have selected the edition of Windows that I purchased" [Next]


  12. Accept license terms, [Next]
  13. Choose [Custom Install]
  14. Partition the disk how you like. You can delete the recovery partition here to gain space, BUT ONLY DO THIS IF YOU HAVE ALREADY MADE YOUR RECOVERY DISCS!
    • On the partitioning window you will see 2 partitions, Disk 0 Partition 1, and Disk 0 Partition 2 HP_RECOVERY. If you have a machine with 2 hard drives, you'll probably see those also. The "Disk 0 Partition 1" is where your current Vista install is located.
    • Under the box with the disks in it, there is a link on the right called "Drive options (advanced)". Click on that link and you will have some more options, Delete, Format, Extend, and New. Now you have a few options (pick ONE):
      • Press [Next] and Vista will install on top of your current install, leaving pretty much everything on the disk. Your old Vista install will still be on the disk, in the folder C:\Windows.old. This probably isn't what you want if you want a clean install.
      • Format Disk 0 Partition 1: This will erase everything currently in the Vista install, allowing you to start from scratch.
      • Delete Disk 0 Partition 1, then delete Disk 0 Partition 2. Then make a New partition using all the space on the disk.


    • You should be able to figure out if you want a different partition setup. I can't possibly walk through all the options.
    • Whatever you do, make sure you have backed up. Doing anything with partitions is not undo-able, and will cause everything to be lost.


    • If you get lost here, you can always restore with your Recovery Discs.
    • I cannot speak to what you'll have on a 2 drive version of the laptop.


  15. Windows will do the first part of the install, formatting, copying, etc... Eventually it will reboot.
  16. DON'T boot from DVD this time (you can eject the DVD now). Setup your username, password, etc...
  17. Once Windows finishes starting, you'll notice that the video resolution is very low (everything is big). You'll need to install video drivers, but wait until later. On my system, I was able to increase the resolution enough to be usable without installing any drivers.
  18. Check the activation status. Control Panel / System and Maintenance / System. At the bottom you'll see the activation status (30 days trial right now)
  19. Plugin your USB flash drive from before. Double-click on "activation_restore to run it. Follow the prompts, and hopefully everything was successful.
  20. Re-check your activation status, as above. You will need to close and re-open the System window to see the change. Vista should now be activated!


  21. Install drivers. You will need to go into the saved swsetup files and start installing the drivers for your hardware. For HP systems, it may not be obvious which files/folders are for what drivers. You can get some clues by looking in the files that end in .CVA inside each folder. Open them up with Notepad and you can look through the file.
    You may want to download up-to-date drivers for your system. Check these links:


  22. Run the "Windows Experience" tool. This will re-enable Aero Glass and all that other nice stuff.

Common Problems
Here are some common problems (and solutions) some people have run into (on HP laptops) after doing a clean install:

  • If you run into really big problems and nothing is working right: Restore your system using the recovery discs.


  • Mute/Volume buttons don't work: These buttons are controlled by the Conexant /Realtek Audio drivers. You may have working sound with the default Vista drivers, but to get the full functionality, you need to install those drivers.
  • QuickPlay button on the laptop and the Windows Media button on the remote control don't work: Make sure you installed both the QuickPlay software (in the QPW folder under SWsetup) and the QuickPlay Button Drivers (in the QLB folder). Install and probably reboot, and they should work.
  • Volume buttons don't beep: These settings are controlled in the BIOS. Sometimes this gets reset by the system, so reboot and check the BIOS. If the button beeps are enabled in there and still not working, post a message so we can figure it out.
  • How do I get the fingerprint reader working? There are 2 things to install for the fingerprint reader, the driver and the software. Make your you install both of them. The software is in the folders inside SWsetup.


  • Why do a clean install? Because a lot of the software on your new computer is stuff you probably won't use, but it's installed and using up resources (hard disk, memory, CPU). Also, some of the software is "trialware", and will keep bugging you to spend more money.


  • Why not just uninstall things you don't want?
    • Uninstalling software does not always work properly, and almost always leaves behind stuff that should have been removed. Once you have installed a program, it is virtually impossible to remove it and have your system identical to before you installed it. THE ONLY WAY to get rid of it completely is to do a clean install. This is because there are items left in the registry and on the disk that simply do not get removed during an uninstall.
    • Also, the amount of time it takes to manually remove software by hand is comparable to, if not longer than, the time it takes to do a clean install. You could easily spend the same amount of time (or more) removing everything by hand, and still not be sure you got everything.
    • Finally, manually uninstalling is just that, a manual process. You have to actively sit there and uninstall each thing, waiting and clicking through uninstallers. Most of the time spent on a new install is an automatic process, so you can go off and do something else while it runs


  • Can I use this method to install Vista on another computer? NO! This only works on the same computer/laptop you already have a license for.


  • Is the product ID number the same as the one on the bottom of my laptop?. No, these numbers are different. The number from activation_backup is the one HP used in the factory to install your version of Windows. The Windows activation is bound to the factory product ID, not the one on the bottom of the laptop.
  • Why not use the key on the bottom of the laptop? That key is not "pre-activated" and you will have to call Microsoft to activate it. (some people have mentioned that you cannot activate online with this key) And you will have to call them again if you decide to do a reinstall... and again if you reinstall... and every time hope that you have an explanation that they will agree to, even though you already have a license for it and shouldn't be treated like a criminal suspect.
  • ...BUT if you have no problem calling Microsoft to get your system activated, you can use the key that's on your laptop. But that method isn't what makes this guide special :).
  • I'm doing this on a Desktop computer, and I changed my hardware. Can I use this method to reactivate Vista? If you are being asked to reactivate because of hardware changes you made, this method will probably NOT work, but I don't know.
  • Can I install a 32bit or 64bit architecture if I have the other one? There is no technical difference between the 32bit and 64bit architectures with regards to activation. That means that if you backup your activation on a 32bit system, then clean install a 64bit version, it will technically work. However, there may be licensing issues with this, so you must determine if you are licensed to do this by looking at the license you have.


  • Will I still be able to get support from my OEM me after I do this? Probably not. They are not obligated to help you out with SOFTWARE problems that might come up as a result of this. In reality, if you have a driver problem or something, they will probably never ask you if you had done a clean installation. However, having done the clean installation, it is assumed that you are able to resolve these types of issues without calling support.
  • Does a clean install void my warranty? No. I am not a lawyer, but a warranty generally only applies to hardware on a computer. In fact, almost all software license agreements explicitly state they don't have a warranty. However, your OEM might complain that you cannot access some of their diagnostic tools or something because you have reinstalled, and will probably blame the problem on you... until you can prove them wrong. That's the fact of how these things work, and why making the recovery discs are so important. Restore from the recovery disc, then call them up again and they can't complain about it. If they still complain that something you did caused the failure, you can refer them to the Magnuson - Moss Act which puts the burden on them to prove that any third-party changes caused the failure.
  • How can I make another set of Recovery Discs? For whatever reason, you were not able to successfully create recovery discs for the first time, or you lost the ones you made. Now the software won't let you burn another set. To fix this, open an explorer window (my computer, etc..) and go into folder options. Make sure "Hide protected operating system files" is not checked, and also make sure "Show hidden files and folders" is enabled. Then do a search for the file "hpcd.sys" on all local disk drives. Delete all of the ones that you find.
  • How can I make sure my Anytime Upgrade DVD has not been modified? If you are concerned that the Anytime Upgrade disc you have might be hacked or corrupted, you can verify the "md5sum" of the disc. The md5sum numbers and volume names for the two official Microsoft Vista discs are (these were generated from ISO images of each disc):
    • 1008f323d5170c8e614e52ccb85c0491 LRMCFRE_EN_DVD (32-bit)
    • 11e2010d857fffc47813295e6be6d58d LRMCxFRE_EN_DVD (64-bit)

    With integrated service pack 1:

    • b09267740ddd1a08d80b04ec6bbc232a FRMCFRE_EN_DVD.iso (32-bit)
    • e4ce0b193d94279e4dce1098d6b5afeb FRMCXFRE_EN_DVD.iso (64-bit)


  • Will systems activated using ABR still work with SP1? Yes! SP1 contains a few fixes from Microsoft that allow Vista to detect a pirated version of Vista. ABR DOES NOT CREATE A PIRATED VERSION OF VISTA!!! In fact, ABR is not "getting around" activation AT ALL. It activates the system the same way many OEMs activate the system when using their Recovery Discs and factory installation process. ABR is NOT bypassing activation, it is backing-up and restoring it.


  • How can I do a clean install with SP1 already integrated? The procedure for installing is the same, but you will need to obtain a Vista disc that already has SP1 integrated. These discs are currently available from Microsoft if you are an MSDN subscriber, but otherwise they are not available to the public. Hopefully you will be able to get one in the future, but for now I'm not aware of any place to (legally) get them.

Other clean install guides:


Activation Backup & Restore (ABR)

You can download ABR from this page

In the section Can I install a 32bit or 64bit architecture if I have the other one?, you might want to warn readers that the installers found on the system might not provide both 32-bit and 64-bit drivers (and perhaps applications). If moving to 64-bit, then 32-bit applications usually work fine - not so for drivers. Sometimes there is no driver at all for one of the architectures, not even from the hardware manufacturer, let alone the OEM.

Otherwise, nice article.

Freaking brilliant! Everything smooth as silk, the entire process...and BTW, I did use your Win7 beta for my HP TM2 64-bit system. TYVM!!!!!!!

i have hp pavilion with vista on it, when i try to create recovery DVDs a message appears notifying me that the recovery drive is not found what should i do to fix this problem.

It may have been deleted somewhere along the way, such as if you have ever reinstalled Vista before, or maybe deleted the partition. If it's not there, there's not much you can do about it unless you have the original recovery discs. You may be able to phone HP and ask them to send you a set of the disks.

Please i need a recovery disc for my windows vista hp pavilion dv5-1002nr. It crashed and after installing windows vista again it doesnt have any driver again. The graphics driver (ATi Radeon 3200) doesnt work. Wlan doesnt work either and many other things.

Please contact HP support to obtain a recovery disc, or try to download the drivers from their web site.

Having gone through the process of learning for myself how to create clean installs on HP laptops to avoid all the crapware, I can say you've done a great job! I could have saved myself a fair amount of time had I discovered your site before I beat my head bloody against a wall learning it all.


I have spent weeks trying to figure out how to get rid of the crap that bogged down our HP DV2000, and this accomplished it beautifully in one morning...

Very much appreciated!

Hi. Can I use this method when I use a vista anytime upgrade, oem, or retail? The laptop came preinstalled with vista home premium, would using any of these cds work when doing a clean install?

Also, the laptop doesn't boot, if I can get into safe mode (I haven't tried this yet as it is my friends laptop), would I be able to use abr to get the activation files, do a clean install, and then use the activation restore?

The important thing to do is to get the backup done and save the original OEM activation files. Once you've got that, you should be able to reinstall with any Vista DVD and then restore the activation. Just make sure you reinstall with Home Premium.

Hi, thanks for the reply. Can the backup be made in safe mode?

I think so. All you need to do for a backup is to copy your data files to another disk. If you can plugin a USB disk and access it in Safe Mode, then you should be able to copy.

Hi yep, made the backup in safe mode. What I've also found out is that the system is sp1, I think the anytime upgrade doesn't have any service packs integrated. I have a vista retail with sp2 integrated (crc E2AD10F9), if the anytime upgrade won't work because of the service pack, will the retail work?

As I said, it doesn't matter what DVD you use, they are all the same. It also doesn't matter what service pack it is, as that does not affect the activation. Use the disc to reinstall Windows, then run ABR to restore the activation. That really should be it.