What anti-virus and anti-spyware program are you using?
Here is what I would try next:
- Update your anti-virus & anti-spyware software and do a complete scan in normal mode and then again in safe mode looking for evil-ware. (this is just a sanity check for evil doers)
- Clear your temp files (this clears junk out)
- Run a CheckDisk and Defrag (this fixes damaged or corrupted files)
- Reboot and temporally disable your anti-virus and anti-spyware and try the SP3 update again.(this turns off apps that may be protecting files that MS needs to update)
- Re-enable your anti-virus and anti-spyware software after update or if it fails again.
(turn your protection back on)
If it fails again check with your computer vendor like Dell or HP for hardware driver updates like video, network, audio, etc. Some vendors offer online chat and can direct you to the file locations on their web sites. (there are known issues with certain vendors like ATI video drivers that have issues with the SP3)
Once your driver updates are done, then disable anti-virus and anti-spyware and try the update again. (again just to give MS access to files)
I hope that helps! :)