please, help me. i just don't know what's happening.

I got a boyfriend. He is everything I've always wanted. I think I'm actually falling in love with him.

he says he loves me
he says he wants to get closer to me
he says he wants to be with me for a long time
the thing that we do together, i'd never do with anyone else.

Well.....
he's always asking about my best friend.
he's always hanging around me when my best friend is there but if she isn't he doesn't seem like he wants to hang around me at all and walks away.
he called her and talked to her for 45 minutes and he can't even talk to me for 10 minutes.
he only got off the phone with her because his grandma made him.
he used to like her until he started hanging around me.

here's the part i don't like.....
my best friend is prettier
funnier
sweeter
nicer
and just a better person than i am.

this is the first guy i've ever felt this way about. i don't wanna lose him. i love him so much.

do you think he's going out with me just to make my best friend jealous or do you think he really does like me?

It's too hard to tell what the actual situation is without being there. However, I do doubt that your best friend is prettier, funnier, sweeter, nicer, and a better person than you... No one is perfect, she might seem that way to you because she is your best friend but I'm sure you have amazing qualities too.

Anyway on to the topic, the only thing you can do is try to talk to him about why he only wants to be around when she's there too. You might be over reacting, maybe they are just good friends but the least you can do is ask him.

talk to him n figure out this ish?! be like ey! whats goin on???

Paranoia...I feel you.

Anyway, ask your friend what's up, ask him what's up. If they both deny, just trust them. If something happens later on? Well, obviously neither of them are worth it.

Or not. I don't know. Whatever you see fit to do. :-)

hmmmmmmm this is interesting what you have to consider is that he might be just trying to know you better through her. You might also want to look at the option of telling him, think about it.