whoa. it's been quiet in here.....
so the freewheel was toast. replaced that. all the gears in the starter assembly (intermediate gear, torque limiter gear, etc) were fine. looked like new.
intake valves were tight. really tight. gotta check those more often. exhaust were fine.
cleaned the carb.
new Trail Tech stator and rectifier/regulator.
rewired EVERYTHING. Trail Tech X2 headlight. heated grips. GPS. manual fan. looks great. no more rat's nest.
the bike runs better than it's ever ran. woohoo!!!