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Explorer.exe failed to initialize

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Ok here's my situation...

I'm running XP on a compaq..not quite sure of the specs, anyway;

Everything was working fine last night, then I heard the computer sound like it was running really hard, loud.

I went in to see a bunch of spyware/adware...all over, saying I had a virus and to purchase some remover. I couldn't close the windows, they were stuck, two IE windows.
I tried to ctrl-alt-dlt but it said task manager had been disabled by administrator, which I am the admin??.

So I just shut the computer down and when I tried to restart it gave me the explorer.exe failed to initialize properly.
Just a b/g no icons, nothing at all when I hit the x or ok on the explorer.exe box.

I tried to hit cntl-alt-dlt again but it just restarts itself no task manager.

I CANNOT start in any safe mode, I click safe with networking, safe regular and the safe with command prompt and none work, they just show a bunch of text and then it restarts windows normally.

I tried to use the XP disc to do a recovery, but it tells me to put in an admin pw which, there isn't one, it keeps telling me over and over that the pw is incorrect.

I was going to install it again, but it says I have a partition on c and d.

I'm so lost I don't know what to do, besides taking out the HD and making it a slave to another computer we have.

Is there anything I can do? Please please help. :)
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The Skeptic

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You can connect your hard disk to another computer and clean it there but there is always a chance that the other computer will get infected as well.

Avast is having a 14 days free trial of BartPe + Avast antivirus. It's a bootable CD which enable you to run Avast's excellent antivirus. Unfortunately the free trial is not for everyone but I would give it a chance. Have a look at this link.
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