I've fallen in love with my best friend and now I don't know what to do :(

Ok, I've never had much luck with my love life and used to be so shy that I had a hard time talking to anyone. I'm not really that bad anymore but I have a hard time finding people I really connect with and an even harder time letting trust someone enough to fall for them. Even having a crush on anyone at all has always been bad, it always just seems to cause more harm then good. I've never even had a girlfriend. Anytime I've let myself fall for someone I always loose my friendship with them.. Until I met this girl.

I've known this girl for about 2 years, she's dated two of my friends briefly and we started hanging out a lot last summer when she dated a friend of mine from high school. Before we started hanging out I had suspected she liked me but I always just assumed I was imagining it and kept telling myself "There's no way a gorgeous girl like her could possibly like a guy like me." After a while, for some reason the guy she was dating just stopped talking to her. She got really heartbroken over that but she always had me to talk to. One night I asked her "If you weren't so into him, would you have considered dating me?" and she said she really did think about it. I asked her out the next night but since it was kind of close to the end of the summer break and she was about to transfer to a college farther away she said she didn't want to start anything.

Ever since we first met I noticed that she was unusually easy to talk to. Ever since we started hanging out last summer we became really close friends. We became more open with each other and even while she was away. She was only away for one semester and for the most part we talked almost every day through AIM. Just like me, she used to be really shy too (and still is sort of, which was surprising to me) and she's had problems with depression as well.

Before she moved back she told me she really liked this one guy and wanted to give him a call when she got back. I was with her when she called him and I could tell immediately that he had no interest in dating her (and I later found out from his best friend, who happened to be her ex from last summer, that I was right). They went out once and that was about it. They hardly contacted each other since.

Because she used to be really shy too so she didn't have that many friends here, so when she moved back I introduced her to my friends. After a while, her ex from last summer told me that she really liked me, she was always talking about me whenever he was there and she kept bringing me up at awkward times (like when they were making out) and saying things like "I really like the way I feel around him." All of our friends kept saying we would be a really good couple. At first I was really hesitant to even ask her out on a date again because we had become such great friends and I didn't like the idea of ruining it all.

We've talked about my feelings for her a couple of times in the past and it seems like she just keeps looking for reasons not to like me back. She told me there's no spark and that we needed to get things on a lighter note. Try to make things happier again, so I did that and for one month things really seemed to be turning around. She got a lot more comfortable around me and things were going really well again for an entire month.

Until about three weeks ago I didn't realized she was still into him the guy she told me about before she moved back (our friend told me she was trying to flirt with him a lot at this gathering they went to and he was ignoring her completely) and she's told me repeatedly that once she likes a guy its really hard for her to let go and start liking another guy. She's told me that every time we talk about these things. Our friend encouraged her to try asking him out very directly and One day, just before class I saw her just outside of our college and she seemed upset about something. I didn't think she had finally done it and kind of thought it might have something to do with me. Later that day our friend had told me she asked out that guy and he completely rejected her so I called and sayed we should hang out. I didn't mention what had happened, I just tried subtly to cheer her up.

The next day we went to a party and, because I was still determined to stay sober I told her she can drink as much as she wants and I'll drive us afterwards. She got buzzed enough to feel like she shouldn't drive and so I drove us to the place I was staying and we spent the night there. It seemed like she was really warming up to me, we talked all night and shhe even hinted once that she wanted to cuddle a little but I had just gotten over a cold so I didn't, I just moved a little closer to her and we talked some more until we fell asleep. for the next few days she was definately much more comfortable with me. One day I kind of asked her out, I knew that probably wasn't the best idea but I only asked her to this open mic night thing one of the clubs at our school does once a month and we had lots of fun together that day so I didn't think too much of it.. still, she did kind of distance herself from me a little that day.

That Friday was kind of a weird, awkward day. All day I kept making all these weird stupid mistakes, not just with her but in general. I didn't really start my day until late in the afternoon and it would have been much better if I had just called her. I would have gotten a lot of errands done.. anyways, she really wanted to hang out so that afternoon we went out to dinner and then to a friends house. Going there was our first mistake. Immediately we started talking about really awkward things, like how one of our other friends seemed to think I was still trying to get her to date me (at that point I had kind of given up on that and was just trying to be a close friend). It seemed like all night things kept getting awkward for one reason or another, especially between the two of us. When we were heading home I had to "correct" her twice on how to get to my house before realizing that that really didn't seem to be where she was going. By the second time it was too late and she wound up just dropping me off at my place and driving home.

Ever since then she's been really distant from me. I noticed she seemed really gloomy and depressed the Monday after and I kept trying to cheer her up but nothing worked. She told about what happened with the guy she asked out and that that was the reason why she's depressed. I tried again to cheer her up the Wednesday after and it seemed to work but she was still distancing herself from me a lot. We went over to her house and then to the beach and she seemed to be having a lot of fun but at the end of the day while we were waiting for my bus home she told me we need to start hanging out with other people together. We've been spending too much time one-on-one and she wasn't comfortable with that anymore.

To me, this kind of feels like she's trying to very gently, slowly end our friendship which has been through so much and still seemed pretty strong.

We finally talked things over last Friday and she's really worrying about my feelings too much. Even though she said she doesn't want this friendship to come to an end it still feels like the distance she's trying to put between us is going to do that anyways. I kept thinking about our talk and remembering things I forgot to say or ask about, so even though we meant to get everything out I kinda don't think we did. I told her about all the things I thought I did to screw things up (many of these things she said she didn't even notice).

A lot of the reasons why she says she's grown so distant is because she's afraid of hurting me. She knows how much I love her and she's afraid she'll say or do something to hurt me that way.

I know we would both be really happy together and from talking to her a lot about this kind of thing I know we both want exacttly the same thing in a relationship. I don't really care how long it takes to "relight the spark," even if she has to date a few other guys before she sees what I've seen in this relationship. I trust her to fallow her heart and no matter what I will always be there for her. She's a gorgeous girl but for some reason, just like me she never has much luck with her dating life.

When she told me about what happened between her and that guy, she also said she feels really bland, there's nothing for her to really look forward to this summer. I can tell she's just kind of fueling her own unhappiness and I really want to give her that "thing to look forward to" but for her to even think of me as more than just a friend she has to get over this other guy first. Its because of him that there's all this weird distance with her anyways.

So, I really need advice and suggestions. How can I fix this? I don't really care if I'm just really close friends with her for now, I have faith that eventually we'll be together. How can I relight the spark again? I miss how comfortable she had gotten with me and I feel like I don't really know the real reason why she's distanced herself from me this way.

I'm sorry I've rambled on so much but I really do care about her and I would honestly rather get things back to a positive, happy note. If she really needs space from me (like she keeps strongly hinting at) and time to get over this other guy (like she keeps saying) than I'll give her all the space she wants and let her work through this but, as her best friend I really don't want to just let her sit around and mope about all this and just make herself more unhappy, especially since I now know for a fact that I could help her feel happier.

I know a friendship like this is REALLY hard to come by, especially since this is the first time I've fallen this deeply in love and the first time any kind of relationship has survived through all that. Normally, as soon as any girl finds out I even like her the friendship is over, usually quite instantly and usually they can't even stand to be around me. Several of our friends have even said she obviously wants to feel the same way towards me again. What should I do?