I am having this problem too. After a fresh install or in place upgrade I would encounter about 46 failures out of the initial 55 or so updates when directly upgrading through WU. I figured out how to get most of them successful after another in place upgrade. I would just refresh WU and let the background downloader download the updates and I would use the "Shut down and Install Updates" option I get most of them installed that way except for a few, and one update that keeps background downloading while the SP1 becomes available in WU. I dont have the K number on me since I am at work reading this but when I get home I can supply you with it. I have tried to get it installed every which way possible but it wont. I believe these updates failing have something to do with my SP1 failure, could be wrong though. My last system never had a problem. It was an AMD 939 system, asus mobo and Vista installs on there no problem.