Chances are you have progs like kazzaa etc installed if so the best advice i can give is reformat and start again,any software you want to install must come from trusted sites such as CNet,there are also articles at cnet on combatting spyware and free lessons

EDIT: Also what smedley said for a free two way firewall and you must have one activated before re-connecting to the net after a reformat,and go directly to microsoft update before anywhere else

k im gonna give spybot a try...and just for curiosity what processes in task manager should not be running?

Try this....[link="http://www.sysinfo.org/startupinfo.html"]http://www.sysinfo.org/startupinfo.html">Link

If you want my opion, go download HijackThis http://www.spywareinfo.com/~merijn/downloads.html Do the scan save and copy the log. then go here http://www.techguy.org/ and tell them your problem, make sure you post the Hijack log when you start the new thread.

Go here to search your running tasks and start up proggies...answersthatwork.com http://www.answersthatwork.com/ It's not software but an awesome site that lists just about everything and tells you what they are, if you need them and how to deactivate what should be deactivated. (WinPatrol is great for managing your start ups and it's free..allowing you to disable and remove some. It's also great to have when certain things freeze up and you can't close them...WinPatrol lists all active tasks and allows you to shut them down)

Running spybot by itself won't be enough without the other two,you also need to know what software you have installed on your system, and whether it incorporates stuff that will install more spyware on your system after cleaning like free screensavers etc,then there are trojans if your antivirus and firewall were'nt kept upto date.

Use this for checking what processes are ok and which are not it's free for use, http://www.processlibrary.com if link won't work google for processlibrary.com

sites for help
caedes
cnet
pc mechanic
Help2Go
tech republic

go look over at cnet first as there should be an article on cleaning your system of spyware

I bought this thing called Webroot Spy Sweeper and it works great (better than all those pointless downloads) but thnks for all the help