Cannot upgrade 2nd gen from 3.1.1 to 4.2, Cannot upgrade 2nd gen from 3.1.1 to 4.2

When trying to upgrade 2nd gen iPod touch from 3.1. To 4.2 I cannot get past "backing up IPod".  I have waited hours but seem to be stuck at this step. Any ideas?

Try here:
iOS: Troubleshooting backup issues in iTunes

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    That's as high as that model can upgrade to. You will need to buy a newer model to go higher.
    Troubleshooting 101
    Some topics covered
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    -Hard reset instructions
    -Manual restore instructions
    -Hardware troubleshooting
    -Preventive Maintenance
    -Anti-theft & recovery tips
    -Battery-saving tips
    -Repair options
    -Contacting Apple
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     In Memory of Steve Jobs 

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    I just recently upgraded from a 4S to a 5C.  I backloaded the 5 from Itunes and now everytime i plug into itunes, it asks if I want to set up as new or restore from a previous backup.  Why is it doing this.  I did it twice yesterday.....  In addtion, those are the only options I have.  I cannot do anything else unless I choose one of the two.  Zero options.  Phone works fine though.

    I figure that either of those options will result in losing all SMS and data created since the last backup. Not a major loss, but ** annoying when nothing has changed and the time it will take to restore.
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    Keywords: refunded canceled

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