Anyway the thread got off track a bit but Ray Bay, you were right, I
uninstalled IE 8, went back to six, (not really concerned about the updates,
and I've not had problems with phantom explorer windows since then and
restart problems have gone away.  It works the way its supposed to now.
What I plan on doing is reinstalling 8 or 7 and seeing if the problem
returns.  Are there any notable things I need to do to or fixes I need to
install after I install IE8 to prevent this from happening again?

Also, now that I'm satisfied IE* was the culprit, will get rid of spybot,
and try out malware bytes (I like the name)

Thanks for the help All,

-- 
I've discovered the key to success is to never give up.  You either learn
the right way, or you run out of ways to do it wrong.  A win/win situation!
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