Found the answer from an Intel employee!
He helped me to figure out how to read my backup drive (from vista) in my new windows 8 laptop.
Then, transferred the itunes folder by clicking and dragging.
Then opened itunes and it opened the itunes folder where all the old data is now stored.
THEN, in itunes, file, devices, transfer itunes purchases from iPhone, it transferred everything from my phone that was newer than the backup!
THEN sync'd itunes with my phone and backed it all up in iCloud again.
all better. no pain.