xp boots but explorer won't....

[soc_bryce]

I can boot my computer (xp loads)...my background pops up and my mouse
is there (no taskbar). But nothing else loads....I can run task
manager and it shows about 27 processes running but I usually have in
the mid 40s (the majority of the processes that aren't running are not
system processes). I tried to run explorer (the shell, not internet
explorer) by clicking 'file - run - ....' and my taskbar will pop up
for about one second then it goes away (the same thing happens with any
other program I try and run from here). What I have tried so far...

-clicking f8 before it boots and trying to restore the last known
working setting (nothing changed)

-trying to run in safe mode (I could get into safe mode and explorer
opened properly) I tried to use a system restore from within my safe
mode but system restore wouldn't open (I clicked it and nothing
happened)

-I also ran a virus scan in safe mode and found nothing (I run a daily
scan which should have picked something up previously anyways)

From here I don't know what to do. I came down to my laptop this

morning and found it in this state (background, mouse, taskmanager
works but not explorer etc)....no clue how it happened.

I know this is a shitty explanation of the problem but any help would
be greatly appreciated, Thanks!

 

[soc_bryce]

Update...

I can run other programs from the task manager...just not Internet
Explorer or Explorer...i've seen similar posts up in the past but not
quite the same problem....