After New Year's Eve when he called to tell me that he "likes me and that he can't stop thinking about me" (he even called me his girlfriend that night) a lot has happened. The week after that we were talking on the phone and he had had a few drinks in him (he had on New Year's Eve too). He said that even though he likes me a lot, thinks I'm great, sexy, and still can't stop thinking about me that he was very confused. His ultimate goal is to get married (he's never been) and "realistically" even though he does not want children he can't see that happening with me because of our age difference (reminder: I'm 51 and he's 38). Me, being a good sport told him that I would make it easy on him and that we would just remain friends because I didn't want to start anything if he had any doubts because the last thing I need is to end up with a broken heart. All was good at that point but then he took it further and asked if we could just be "friends with benefits". I was pretty upset about that. Not because I'm Miss innocent, it probably works for some people, but because somewhere along the line I honestly started to like him. After spending so much time talking together about everything from likes/dislikes, religious beliefs, hobbies, etc. I never saw that one coming! So the conversation ended with me declining that offer. I did not take his phone call the next day. I just texted him and said that I didn't want to talk to him at that time but that I was fine and at work I would be my usual proffessional self. He wanted to talk to me at work but I told him it wasn't the place and that if he called me I would talk to him. When we did talk I asked him what in any of our conversations led him to believe that I would let him use me for sex and kick me to the curb once he "found" a wife. He said that he didn't remember asking me to be friends with benefits and he could understand why I was upset, blah, blah, blah. He said that isn't how he is and that if that was all he wanted he wouldn't have spent so much time getting to REALLY know me as a person, he just is so confused about the age thing and us working together that he doesn't know what to do. He said that since he messed this up so bad we would just remain friends and see what what happens. The problem is, there is still that spark between us whenever we see each other and his flirting continues. He went somewhere last weekend and he told me that the whole time he was wishing I was with him. I do not go back to his work area at all and try not to react to his flirting but it is very difficult when he is looking into my eyes like he wants to take me then and there, lol. The most confusing part is he flip-flops from saying things like my "walk is sexy as hell" to I need to get a boyfriend. Today I reversed it and told him he needed to get a girlfriend and he got snippy with me about it. My brain knows that I should just tell him to get a life and leave me alone. But when he's not being a jerk he really is the most open and honest man I've ever met. He remembers EVERTHING about anything I've ever said, going way back to before I even know he thought of me this way. If it were any other man I would think he was a player but he's not. He's only been with 3 women, 2 broke his heart, one of which he was engaged to. It's just very hard being a friend with someone who is constantly flirting and sending such mixed signals. It might seem strange but I really enjoy him as a person, our conversations are always long because we have so many common interest. If I totally end our friendship or whatever the heck we have I will miss him so much. Never did I think at my age I would find myself in this type of situation. My life was normal and drama free, now it's just mass confusion and I don't know what to do. Sorry this was so long, guess I'm just doing some venting in hopes it will help me reach a solution.