Holy CRAP!! found an awesome app called CleanMem --
http://www.pcwintech.com/cleanmem -- that runs a sheduled task every x minutes (30 by default, which is fine for me so far) to ask windows to ... well ... clean-up memory use, as it were. Doesn't make stuff swap to virtual memory either, and it causes very noticeable RAM-use reduction/optimization. VERY lightweight, I have yet to notice it running, except to see that my RAM use drops to around 180megs with nothing running (used to sit around 240meg). GREAT app.
G'wan install Avast! and see how that goes.
Thanks all for your advice and help.
[edit] -- as far as i'm concerned, screw windows firewall etc... bloated and virus-targeted