Why does my music appear on my iphone, but needs to be downloaded when I press "play"?

I have my itunes library set to sync all of my songs, and they all appear on my iphone. However, when I go to play a certain song, it cant. The song title fades and it need to be downloaded again. I just dont understand why because my iCloud is off. Please, someone help.

If you updated the phone and restored it from a backup, your music is not part of that backup data. It needs to be downloaded again:
Downloading past purchases from the iTunes Store, App Store, and iBooks Store

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