New iPod Nano won't let me install the latest software update.

I Just set up my new nano and it said there was a software update.  When I go to install the update it asks for my password and says Itunes needs to make some changes to the software please insert password.  It will not accept my itunes password and then gives me a completely randome hint that makes no sense.  Has anyone else seen this and have any suggestions for me?

Back up to where?  What error message do you get?

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