A system and method upgrade software applications offline using a virtual machine. Software applications used by actual customer machines may rely upon customer specific data and protocols. An upgraded version of a software application may become available. The upgrade may be loaded onto a virtual machine. Customer specific data or protocols associated with a previous version of the application may be copied to the virtual machine. The upgraded version may be modified on the virtual machine using the data associated with the previous version. The upgrade process using the virtual machine may detect and eliminate problems with the upgrade associated with the customer machine and/or settings. Once modified, the upgraded version may be transferred from the virtual machine to the customer machine. The upgrade process may be performed primarily on the virtual machine. Therefore, the downtime of the customer machine required to complete the upgrade process may be substantially reduced.