i had the same issue and resolved it by uninstalling anything "third party" that affects drivers. This included steel series engine, bluetooth dongle driver, m-audio drivers, Oracle virtualbox, Logitech pointer software, nvidia drivers (and let it update to MS signed ones), etc. basically anything that i figured might clash.
after uninstalling these the upgrade worked. i have a custom built PC with msi mobo and geforce 560 ti card, and maudio 192 card running a purchased oem win 8 pro.