Spyware, viruses, & security : AHHHH!!!! POP-UPS!!!!!!

AHHHH!!!! POP-UPS!!!!!!

Hello everybody,
Please give me all the advice you can give. I have a Thinkpad, and for the internet I use primarily AOL Explorer which works very well and sometimes Internet Explorer, but in the past three days pop-ups from Internet Explorer have rattled my computer, and they show up whenever I'm connected to the internet, even if I'm not web browsing, and a rare few even pop up when I'm disconnected from the internet (blank windows pop up). I run Spybot Search & Destroy and it destroys about 13 cookies each time but they seem to reappear immediately. Also I don't know if I have antivirus software; Windows says I don't, and I use to have Norton AntiVirus but I got rid of it because it messed up my computer. I don't have Norton on any of my other computers. Finally, I have all the most recent updates from Microsoft, including Service Pack 2, and my pop-up preferences for both AOL Explorer and Internet Explorer are activated and set to high. I apologize for the length of this question but I wanted to be sure to put forth as many details as possible so I could get the best response to my problem. Thank you very much.
-KH