It was turning over just fine then suddenly it didn't. when I turned the key the instrument panel did weird things, made some weird noises, including the 'ding' noise, but didn't sound like it normally does, kinda sickly. the first couple times I heard the solenoid click, but then that no longer happens. I took the starter out, and bench tested it, and seems good, and I know the battery is good. what should I look for next?

Hi 9 times out of 10 the battery needs to be replaced.

Top of the list, battery, battery connectors, or battery cables. A weak ground or positive cable (or both) would easily cause that.

My first thought is the battery (it sure sounds dead), but If you are SURE the battery is good, then clean and tighten the connections.

flat battery