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TPA3116D2 fault on power up

Other Parts Discussed in Thread: TPA3116D2

I have a TPA3116D2 -- the schematic is more or less from the datasheet.  However, I don't think this matters too much since if I lift pins, the issue persists:

When I leave the plimit pin floating, it seems to power up ok (I get PWM on the output and faultz goes high); however, if I tie plimit to GVdd, it faults.  It will cycle since I have faultz tied to SDZ), but it won't start up -- it just cycles.  I lifted the input pins and output pins (but left the bootstrap pins connected) and it continues.  

What could cause this?  It makes no sense according to the datasheet.

Thanks!

Chris Deckard