So this has finally been solved. It took 2 trips to the genius bar, 2 swapped phones, and hours on the phone with Google tech support though.
Turns out my account was stuck at -1 when I had "no new messages". When one email would come in, it won zero out the counter and show no new messages, but when I opened the mail, my account would read -1 again and display the crazy number.
Turns out, 4294967295 is "the highest number you can get using 32 bits" whatever that means. Google had to wipe out and restart my gmail in order to bring my account out of the negatives.
They have zero ideas on how my account managed to read negative, as it's apparently "not possible".
Breaking new grounds in email account screw ups here apparently!