I know there are a handful of threads with the above error message and code, but I have yet to see a thread with what was my reason for the error code. I wanted to pass on what I discovered and how I fixed it.

I started with a standard Windows 7 Pro install joined to a domain. This machine has restricted Internet access so I downloaded the ISO on another machine, burned it to media and ran the upgrade on the test machine from within Windows. The machine passed all of the checks and tests and reported no issues. It would get to the first "Installing" screen, display 0% and then almost immediately give me the pop-up "Something Happened: Install Failed"

I ran it as administrator, I did a Clean Boot, I uninstalled all of the AV/Malware/security type stuff. Nothing worked. I finally found the setuperr.log in C:\$Windows.~BT\Sources\Panther. Found several error lines and the code was always 80070005. I found a line where the installer had a problem copying install.esd. I cleared out the $Windows.~BT in case there was file corruption in the directory somewhere and tried again - no change. Finally, I decided to create a USB install media and viola! The install completed. And I used the same ISO to make the USB that I had used to make the DVD.

I've read a few other threads where people had problems with the ISO. So the moral of the story is if you need to use install media, use the USB installer.