At the bottom I've included a set of links where I found my answers. What I'm doing here is just giving a comprised list of what I had to do to get it to work. I ran into a few issues almost immediately.

I got an error showing that a 2003 patch was not installed.

This required a work around. You need to slipstream install SP1 or SP2. I did not write this step by step. I used what I found here written by Peter Saddow.

1. Copy your original SQL Server 2008 R2 source media to C:\SQLServer2008R2_SP1

2. Download the SQL Server 2008 R2 SP1 packages from here. You need to download all Service Pack 1 architecture packages:

•SQLServer2008R2SP1-KB2528583-IA64-ENU.exe

•SQLServer2008R2SP1-KB2528583-x64-ENU.exe

•SQLServer2008R2SP1-KB2528583-x86-ENU.exe

3. Extract each of the SQL Server 2008 SP1 packages to C:\SQLServer2008R2_SP1\SP as follows:

•SQLServer2008R2SP1-KB2528583-IA64-ENU.exe /x:C:\SQLServer2008R2_SP1\SP

•SQLServer2008R2SP1-KB2528583-x64-ENU.exe /x:C:\SQLServer2008R2_SP1\SP

•SQLServer2008R2SP1-KB2528583-x86-ENU.exe /x:C:\SQLServer2008R2_SP1\SP

Ensure you complete this step for all architectures to ensure the original media is updated correctly.

4. Copy Setup.exe from the SP extracted location to the original source media location. Here is the robocopy command:

•robocopy C:\SQLServer2008R2_SP1\SP C:\SQLServer2008R2_SP1 Setup.exe

6. Copy all files not the folders, except the Microsoft.SQL.Chainer.PackageData.dll, in C:\SQLServer2008R2_SP1\SP\ to C:\SQLServer2008R2_SP1\ to update the original files. Here is the robocopy command:

•robocopy C:\SQLServer2008R2_SP1\SP\x86 C:\SQLServer2008R2_SP1\x86 /XF Microsoft.SQL.Chainer.PackageData.dll

•robocopy C:\SQLServer2008R2_SP1\SP\x64 C:\SQLServer2008R2_SP1\x64 /XF Microsoft.SQL.Chainer.PackageData.dll

•robocopy C:\SQLServer2008R2_SP1\SP\ia64 C:\SQLServer2008R2_SP1\ia64 /XF Microsoft.SQL.Chainer.PackageData.dll

7. Determine if you have a DefaultSetup.INI at the following locations:

•C:\SQLServer2008R2_SP1\x86

•C:\SQLServer2008R2_SP1\x64

•C:\SQLServer2008R2_SP1\ia64

If you have a DefaultSetup.INI at the above locations, add the following lines to each DefaultSetup.INI:

PCUSOURCE=".\SP"

If you do NOT have a DefaultSetup.INI, create one with the following content:

;SQLSERVER2008 R2 Configuration File

[SQLSERVER2008]

PCUSOURCE=".\SP"

and copy to the following locations

•C:\SQLServer2008R2_SP1\x86

•C:\SQLServer2008R2_SP1\x64

•C:\SQLServer2008R2_SP1\ia64

This file will tell the setup program where to locate the SP source media that you previously extracted.

8. Run setup.exe as you normally would.

To add again, this post is just to give a good central location for how to get 2008 R2 installed on server 2012 R2. The original post was here.

There was a second error showing that the cluster service verification failed. You can fix this via the GUI, but it is much easier to open a Powershell window and just copy and paste, “add-windowsfeature RSAT-Clustering-AutomationServer” This was written by Emilson Barbosa Bispo on this page.

All in all it was a good learning experience. I know that it’s normally best to upgrade your OS when you upgrade SQL…. But those licenses are expensive. This goes double if it’s an enterprise license and you have a few servers that don’t need to be up to date just yet.

I really hope this is helpful for someone. I know finding these saved me a lot of time. What’s the worst thing you’ve had to work on? I’d love to hear other stories of interesting fixes.If you run into any other errors while doing this, let me know. I may have come across it and have an easy answer for you.

Good starting post.
http://social.technet.microsoft.com/Forums/windowsserver/en-US/9cb1308d-edd0-44e5-a10e-dfb9f10a1ef3/sql-server-2008-r2-failed-on-windows-server-2012

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