Situations with a girl...need some serious advice (long)

Before I say anything, I'm moving to this girls state at the end of May (no not because of her).

OK I'll try to keep this as short as possible. It is a VERY long story but I'll get to the main points. So last year I had a problem with my girlfriend (LDR - I'm in AZ, she's in Chicago). I there there to see her and she ended up leaving me for someone else.

During that time, I met another girl. I've never had chemistry with a girl like I did with this one. Seriously, every little thing was perfect with me and her. I was only trying to be friends first but we fell for eachother hard. She was just telling me her problems with her ex and I'd talk to her and listen and she really fell for me. But we ended up not talking from August until December because she realized we couldn't do anything with me living in AZ. And she ended up going back to her boyfriend, but of course that constantly had problems so she met another guy, Don.

We saw eachother in December again when I went out there for a few weeks for another vacation, and we hit it off again. But then I found out about the other guy and to this day she still likes him but they're just friends right now. Her and her boyfriend had also recently broken up again by the way. From December until a week ago, she called me a few times a week but I decided to not talk to her because of her being involved with 2 guys that she's confused about, and I decided to wait until I get back to Chicago.

But last week, I actually answered. We had a 3 hour conversation. Long story short, it started off as small talk and then I could tell she wasn't feeling too good so I asked her what's wrong and she told me a lot of things she's having problems with in her life (money, family problems, school), and she really hesitated but she brought up Don too and told me that "friends" story. She also said she's not completely over her ex. After we talked about this, she told me she doesn't really trust Don because he's much older, plays games, and a whole list of things. So we started talking about what she likes in a guy, and she literally described me. What she did a LOT of was things like her saying "I like a guy that can listen" and a few minutes later she would say "you really know how to listen when I talk" The most obvious one was she said "I need to be with a guy that I can be comfortable with and open up to." Before we hung up, she said "I feel like I can open up to you more than any other guy." After the serious talk, it was a lot of flirting and laughing. A whole hour of it. We talked everyday on the phone until the past 3 days we haven't talked much. I KNOW she likes me , just not as much Don. It is too obvious with how we talk. I'm not the type of guy that takes things the wrong way. She said so many things, especially in the first conversation, where even a mentally challenged person could see that it's more than friend thing.

So basically, I need some advice on how to win her over the other guy. I know it's not logical to be after a girl that has 2 other guys in her life, but if she still has a thing for me, it's very possible. And I think I've cared about this girl more than any other girl I've known.

Any advice (besides move on...please just avoid telling me that. Trying is better than not trying) would be helpful. Would you think it's a good idea to just be how I was when I first met her when she fell for me? Back off until she's over her ex (which I SERIOUSLY doubt will happen on her own)? Help her get over her ex and show her I'm better than the other guy? I'm usually good with girls, but this is a situation I haven't been in. To be completely honest, I've only fell for 3 girls in my life and I'm 22. This one is 1 of them and she's the most important one to me.

If Don wasn't in her life now, I could easily just wait until she's done with her ex. Because I know she will never work out with him. He is real abusive and makes her feel worthless. But I know for a fact that if she gets over him, she'll end up going with Don so I really want her to choose me over him.