Update:
when i woke up this morning i had to drive my car to work. the same mysterious noise happened again.
then 8 hours later i get back in the car and drive it around because i was going to take it to my tuner to have him check it out. and lo and behold the noise didnt happen. i drove it for about 15 min downshifting alot at different speeds, it mainly happened in 3rd and 2nd.
also. in the morning i noticed that if i rev it up before the downshift the sound didnt happen.
so does anyone have any clue what was making that noise?