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Briefly, no, it's not just a new façade over Windows 7. Significant amounts of the base code was rewritten, with touch support and "cloud" support considered in the lowest kernels. If you want the technical details, check out the Building Windows 8 blog on MSDN.microsoft.com.
Whether or not you upgrade should be driven by what features you need and how you can best get them. If you need touch support or want faster search times or new energy efficient hardware, you'd probably end up with Windows 8.
(Full disclosure: I work for Microsoft, but not in the Windows 8 division. I only know what's been published and available to everyone.)
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