He told me he loves me, I told him I care a lot about him. Now I want to tell him I am falling for him but I don't want to sound like I am just saying it to him because he is upset and he wants to hear it. Have any ideas???
Just say what you feel and don't worry about what he'll think. Hopefully, you should want to say what he wants to hear; that's a good thing. The important part is that you mean what you say. If he questions your motives for telling him, let him know that they are your true feelings.