SQL Server 2014 :: Huge Number Of Rows In Table Spool

I have a CTE query against a table with 32K rows that runs fine in 2008R2. I am running it in 2014 Std Ed. against the same data and it runs very slowly. Looking at the execution plan I think I see what's contributing to the slowness.

Note that the "actual number of rows" is some 351M...how is this possible?

the query:

declare @amts table (claim int,allowed decimal(12,2),copay decimal(12,2),deductible decimal(12,2),coins decimal(12,2));
;with unpaid (claimID) as (select claimID from claim where amt+copay + disct+mm + ded=0)
insert @amts
select lineID, sum(rc), sum(copay), sum(deduct),
case when sum(mm)>0 and (sum(mm)<sum(mmamt)) then sum(mm) else 0 end
from claimln
where status is null
and lineID not in (select claimID from unpaid)
group by lineID

it's like there's some massively recursive process going on?