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Need To Free Up Space on SSD To Install Windows 8

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I can't complete the setup process in W8 Pro Upgrade. When I try to install it from the W7 desktop, I get as far as it telling me that I need to free up at least 20GB on my SSD. I have a 64GB SSD with just Windows 7 installed on it and only 5 GB of free space. I have placed the W8 install onto a Flash Drive as well, with the hope to boot directly from it and it refuses to boot from the FD...

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