bitdefender scan kept popping up the same four .dll's with a "delete failed" next to them. I typed "bitdefender delete failed" into google and this was the first return.
http://forum.bitdefender.com/index.php?showtopic=15797
I downloaded the utility they reference and went in and deleted the four .dll's. A restart brought up a error warning me of a missing .dll but other than that I was able to start windows update and am downloading SP3 successfully. Popups have ceased. I'll repair the missing .dll's and report back if everything is still kosher.