Setup couldn’t start properly, Please reboot your PC and run set up again – Windows 10

If you receive a Setup couldn’t start properly, Please reboot your PC and run set up again error in Windows 10  when you try to upgrade to Windows 10, using Media Creation Tool from Microsoft or Windows ISO image file / bootable USB flash drive, then this post will interest you.

Setup couldnt start properly windows 10

The reason for this problem can primarily be attributed to some corrupt upgrade files, due to a failed Windows 10 download, upgrade or installation and – while one may try rebooting the computer first – it isn’t known to actually solve the issue. Nevertheless, fixing this error in most cases is quite easy and does not require any expertise. Deleting old installation files is known to fix the issue. But before you proceed, make sure that you have latest Windows Updates installed.

Setup couldn’t start properly, Please reboot your PC and run set up again

Delete/uninstall the Media Creation Tool if you have it installed on your machine.

Next, restart your Windows 10 PC in Safe Mode. To do this, you may press Win+R to open the Run window. In the empty field there, type msconfig and hit Enter to launch the System Configuration utility.

Then, navigate to the Boot tab and select Safe mode. under Boot options.

Click OK and Restart your PC.

After booting in Safe Mode. Go to your C drive where Windows is installed. Make sure you have – via Folder Options – set Explorer to show hidden/system files and folders. You can do this via Control Panel > Folder Option > click on View tab > Under Advanced settings, check Show hidden files and folders and drives option.

You will notice two folders named $Windows.~BT and $Windows.~WS. These folders are created by Windows 10, during the upgrade process.

Delete both the folders. If you see a Windows.old folder, you may delete it too. Restart your Windows 10 PC.

Now download the Media Creation Tool once again and proceed with the installation process.

Posted by on , in Category Windows with Tags
Anand Khanse is the Admin of, a 10-year Microsoft MVP Awardee in Windows (2006-16) & a Windows Insider MVP. Please read the entire post & the comments first, create a System Restore Point before making any changes to your system & be careful about any 3rd-party offers while installing freeware.


  1. Script Article

    Thanks Anand, I were also faced the same.

  2. sai chakradhar

    can’t delete windows bt folder please help

  3. Try Disk Cleaner (part of windows)
    After it scans C:, click [system files] button at bottom left.
    It scans C: again.
    You should see about 16 things
    one – ‘Temporary installation files’ or something. [$Windows.~BT and $Windows.~WS]
    other – ‘Previous version of windows’, too [C:windows.old] – if you delete this you can’t rollback.
    Check the ones you want to delete, uncheck the others.

  4. Jacob

    This full broke my computer I can’t boot windows 10 anymore

  5. Nguy?n Duy

    Thank you so much :))

  6. Ron Miller

    This certainly resolved the problem for me in 1709, TWO years after this article was posted. I gather that once the upgrade fails, it probably will never succeed, regardless of how many times you follow the error message’s suggestion to “run setup again.”

    Surely, the setup program “knows” what caused it to fail — i.e., it stopped at a point where it needed access to a file or a service or some other identifiable reason. So I ask for the one thousandth time in my computing life, “WHY, WHY, WHY cannot the error message point to the cause of the stoppage?!?!”

    For now, thanks very much to Mr. Khanse for this solution.

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