weird pop-up virus, help!!!!

delete your browser cache, delete cookies (selectively if you must), if you have a java plug in, make sure there isn't a java cache full of crap too

that didn't work :(

isn't there a 'system restore' or something where you can go back and reset your computer to a day before it got fucked up?

Can you try hitting Ctrl+Alt+Delete once to get to the Windows task manager? When you see that, look at the list of programs running and see if there is something running that shouldn't be - i.e. whatever is opening these popup windows, and use "End Task" to stop it.

Also, which anti-spyware program did you run? Both Spybot and Adaware are good - but they are also different, and a program that catches some spyware won't catch other things. You might try downloading and running a second anti-spyware program.

I kinda feel like system restore should be your last resort, as I believe it only restores to your last "save point," which probably was not as recent as yesterday.

try 'hijack this'. free d/l prg that scans and locates shyte like the stuff that has infected your computer. it will produce a report which you can post on various sites to have analysed and get advice / cleaning tools to fix your problem.
Try somewhere like MajorGeeks.com.
this worked for a friend who had same prob.