I did i closed down everything that didn't need to be...got down to 29 (or 28) processes. I don't have a firewall and AV was turned completely off.
EDIT>> I got it working... i uninstalled firewall(even though it wasn't on before), and changed my .net permissions in control panel>administrative tools>.net config and wizards. After messing around with that and cleaning my registry out, defragging and such to, it run like a dream

I hope this helps anyone who may have the same problem.