wow, i would have never thought to run a windows xp game in windows 98 compatability mode. did you just happen to go "i wonder what this would do?" ? that would have been the last thing i would have tried (and it was, i went through microsofts whole troubleshooting guide for their games and.... nothing). seriously, wtf? works perfect now though!
so thanks mr.monger! i just figured it was my geforce go 6800 that was causing problems...but apparently not
good job