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IE pop-up can't be popped

I have a problem with Internet Explorer. When it runs, it immediately brings up what I suspect is a bogus Microsoft pop-up telling me IE is infected with spyware and to click on an area of the box to get it cleaned (this seems to pose as an IE message), but all that happens is that lots of other pop-ups come up and the computer is disabled. The pop-up just seem to cycle repeatedly until stopped by Task Manager (I use Win2k). I have used all available spyware software I can find and even disabled some suspect task that are shown as running, but the problem seems to be embedded in IE. Any ideas?
Have you tried Spybot and PestPatrol? I've used them a lot and have had great results. Also, check out this answer I gave to a user who had corrupt IE settings.

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