got to cmd line from win7 repair window.
did a chkdsk /r
" Locates bad sectors and recovers readable information (implies /f and /p). Unreadable data is lost. If CHKDSK cannot lock the volume, it offers to check it the next time the computer starts. "
boots to Win7 now!
got like 8megs worth of bad sectors, including the Win7 registry file.
I guess chkdsk /r managed to recover enuf data for the laptop to bootup.