WHOHOOO got my UT working =)  
it was the super lame B-17 flying fortress that had installed A3D drivers.. I had to uninstall them.. remove the files the uninstall didn't remove (all the important ones) and the clean the registry for A3D relations =)  
 
like someone else posted:  
 
Here's what i did excactly:  
NOTE THAT IF U WANNA TRY THIS IT'S COMPLETELY AT YOUR OWN RESPONSIBILITY, if  
u screw up your system dont come blaming me =)  
This might remove all A3d drivers from your system, i donno! i dont think my  
soundcard supports it so frankly i dont give a S*** =)  
 
First of all take a backup of your registry (user.dat and system.dat)  
 
Then go find the following files in the windows\system folder and get rid of  
em:  
A3d.dll  
A3d.vxd  
A3dApi.dll  
 
I also removed A3dsplsh.exe fromt the windows directory though i dont think  
that file makes much difference.  
 
Then start up your reg editor.  
Start --> Run --> type: "regedit" --> enter  
 
Open the Hkey_Classes_Root branch and delete the following subbranches:  
A3dDAL  
A3dApi  
A3d  
 
Then open the CLSID branch under Hkey_Classes_Root  
Find and delete the following subbranches:  
 
{92FA2C24-253C-11d2-90FB-006008A1F441}  
{442D12A1-2641-11d2-90FB-006008A1F441}  
{d8f1eee0-f634-11cf-8700-00a0245d918b}  
 
 
Close the registry editor and reboot your computer and that's it.  
 
It worked for me I HOPE it works for u 2 =)