Eh, attempted to fix another comp heavily infested with a worm.
Ran McAfee AV. It cleaned some files, I quaranteed others, and deleted the rest.
It told me to reboot so I did.
I ran every thing on the Rescue Disk and it found nothing.
After I choose a user and enter Windows XP (home) everything appears to be fine but then all the desktop icons disappear, the taskbar disappears, but there are processes running. What the hell did I do? :(
Edit ~ Here are some error messages
The instruction at 0x61002958 referenced memory at 0x00a7088c. The memory could not be "read".
Some components of ActiveShield are either missing or might not have been installed properly. Please reinstall ActiveShield.
(i think i installed this in safe mode with networking)
System Configuration Utility window pops up and says something, but I can't read it :\