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When it popups click Crtl/alt/delete and see if it tells you anything. Look in Add/Remove Programs.

If you use Spybot, just do the top files and not the MS files or you may end up reformatting.

Don't know how it would popup when not online but you should disable Messenger anyway (not to be confused with MSN Messenger).

in XP, rt. click My computer/Manage/Services and Applications/Services/Messenger...Disable.
 
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