What is a free 2D paint program that I can make 3D looking buttons? What other people use to acomplish this? I suck at drawing so I need something that can make this prosses as painless as possible. I perfer not to use demo or shaware programs.

Sounds like you need to bring out the GIMP It's free/open source, and from what I've heard it very much rivals things like Photoshop in certain areas. I imagine there's a plugin or something to help with what you want. Might be worth a look for you.

Edit: fixed url

I usually create my GUI stuff using a combination of Blender and the Gimp. Blender let's me model things in 3D (box frames, buttons, etc...) and easily move them around. I render them with an orthographic projection, then do any necessary touching up using the Gimp. Here's an older example of some UI I made this way: