SYSPREP on cloned Windows Server 2008 R2 Fails

Trouble with sysprep not running when vmware runs customization after deploying a Win2K8R2 template. -> SID for all the clones is the same. Supposedly this matters much less these days but some odd stuff happened that we couldn't explain when we attempted to join to AD domain (NEWSID doesn't work past Win2003) SYSPREP logs are located at: c:\windows\system32\sysprep\panther log files: setupact.log, setuperr.log Apparently sysprep will not run when it thinks Windows has been upgraded in place. This particular template they were copying had several applications installed on it for which we don't know the owner so rebuilding fresh was not an option. The following worked to allow sysprep to run: - Remove the machine from the domain - Registry export: HKLM\SYSTEM\Setup (as backup) - Delete from the registry: HKLM\SYSTEM\Setup\Upgrade - Run: c:\windows\system32\Sysprep\Sysprep.exe /oobe /generalize