Getting An "Unable To Load WSDL" Error?

I'm getting this error when I try to load the WSDL for my Asp.Net WebService.

faultCode "Server.Error.Request"
faultDetail "Unable to load WSDL. If currently online, please verify the URI and/or format of the WSDL (http://myurl/web/Service.asmx?WSDL)"
faultString "HTTP request error"

here is the code:
service = new WebService();
service.addEventListener("fault", onServiceFault);
service.addEventListener(LoadEvent.LOAD, onWSDLLoaded);
service.loadWSDL(url);

I've done a ton of googling and found several possible solutions but it does not appear to be any of them. I'll go through what I've tried.

1) I can open the link in a browser IE and FF.
2) There's no user signed certificate required
3) My crossdomain is setup correctly

Here's the really interesting part, it works if I compile and run with Flex SDK 3.2 but I was trying to integrate AIR 2.5 for some features that are required and so I updated to Flex 3.5 w/ AIR 2.5 on top. If I build with this SDK it does not work.

I've used an HTTP traffic montior(Fiddler) to looked at the requests and noticed that with the 3.5 SDK it does not ever send out the request. So it must be something in the flex side, because it's obviously never getting to my service.