So I replaced all of the pulleys, even the one on the tensioner. It took longer then it should have cause I kept have to go back and confirm details (location of pulleys and torque). I had my head gasket replaced over a year ago, and they swapped the #1 with the top left #2, so that throw me off as I was part comparing.
Anyway, I got everything back together and it's working. But upon closer inspection I noticed the real issue. My belt tensioner itself is giving out. I watched and could see that the sound would happen when the tensioner was bouncing a little. Seems the spring is just weak after 130k+ miles and 14 years.
Seen here:
20190929_151233.mp4 - Google Drive
At least one pulley (top right #2) had bad bearings, but now I'll be having a mechanic friend replacing the tensioner. I would tackle it myself, but wont have the time before and up coming road trip.