LOVE ADVICE HELP

I have a friend who says he likes a girl (this girl isn't very kind. He knows this and doesn't like it but still mentions her sometimes). They're not dating and she doesn't know either. 

I like this friend. And something happened today that I NEED people to help me explain. 

for two years he has been very kind and very supportive. Weve hung out a lot alone and he was there for me through a painful breakup months ago. 

Last night he hung out at my house and we had a wonderful evening sitting outside on the deck. 

He invited me to go to his house today at 2 to watch a football game, and after a morning of goodwood and spilling salad dressing in my dad's car, I left to drive to his house and he greeted me at the door.

His family was so kind and welcoming, and we joked around about how my dad doesn't know anything about what goes on at where he works.

We went upstairs because the streaming service was having technical difficulties and he braided my hair and gave several hugs.

We went downstairs to briefly watch the game as I drew on his arm.

We went back upstairs twenty minutes later. He told me I was loved, cared for, not judged. I cried in his arms because I felt overwhelmed with love after a long conversation about the future.

An hour after playing a wii game and talking and me crying, he ended up holding my face.

He was staring into my eyes, and told me he loved them. He has my hand on his chest. He said he found it weird that I could feel his heartbeat. I told him his eyes were pretty and he blushed. We looked at each other for a good ten minutes. He was staring intently into my eyes the whole time, I closed mine or looked around the room because eye contact is scary. He was stroking my cheek and staring and occasionally adjusting his face...

It felt like he was about to kiss me. I leaned against him a few times in a way that he could easily lean away from my face but he always stayed close. Finally I leaned back and let him look at my eyes again and he leaned his face against mine so our noses were touching and he could have kissed me if he titled up his chin just so. I froze. I think I wanted him to? But also that would make things complicated?? He could have kissed me. He said several times he could feel my heart beating faster and his was as well. He said he isn't usually this close to a pretty girl. We stayed like that for a minute and i don't really remember what happened next. Besides I drove home. 

So confused and somewhat dazed. This lovely wonderful boy is in my life and I don't even want him to leave my life and if we kissed or were romantic I'd be scared of losing him forever if it didnt work out. 

He likes another girl though. Help???????