FOUND A FIX:
It occurred to me that it ran fine in windowed mode 1024x769, and the issue was only when it went full screen (ie, larger than 1280x800. So in my genius i forced it to run "-w1279 -h 800 -windowed" and guess what it friggin works.
And once you're in a game or tutorial it goes to full screen mode (no pesky task bar) minus one pixel on the side. and no more bloody flicker issue.
OK, so I've tried dozens of combination when comes to adding things to the target line to make this game not flicker but i cant do it. Nothing works.
It flickers at the menu, in game, every where unless you set the graphics to "1280x960" which is an in game resolution setting.
when you do that the flicker stops and all is well but my LCD screen on my laptop maxes out at 1280x800, so there are 160 pixels off the bottom of the screen which makes the game unplayable.
I've tried -w 1280 -h 800 -nofastfe in the target line as well as other combination but i cant figure it out.
IF some one posts a response i will post my dxdiag and that other file but this is my first post so i cant put it in right now.