I figured it out... i had face normals facing the wrong side... so i had to go to Mesh > Normals > Recalculate Outside (Shift+N)
This had me tripped up for a while as well until I noticed I could see through a face that was there. I was going to post about this in case someone else got tripped up because it makes the subsurface modifier do really weird things and almost makes it look like really hard creases with no height change.
Do yourself a favor and recalculate normals and don't waste time like I did trying to figure this out. Jonathon talked about it in one of the videos but I thought my modeling skills were better than his (I was wrong LOL)