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My friend with benefits is doing weird things?

So I have a friend with benefit guy that I sleep with but we also go for walks and talk a lot and text every day like saying how are you and stuff. He checked my phone and was upset when he saw that I was texting a male friend telling him that I missed him and i sent a heart because we are really close. He looked really upset and he said he was disappointed. He always asks me too if I missed him and he says he missed me. We also talk about our problems too and he opens up to me and tells me not to tell anybody. He compliments me a lot and he ask me a lot if I'm going out with another guy. He also said he would be jealous if I got a boyfriend. We were sleeping together and he asked me what i wanted to be to him and i asked him if he meant his girlfriend and he said we would talk about it later. There's a ten year age gap between us and when we did talk about it he said it wouldn't be fair if he was with me because he would be taking my youth away. He said that I need to see the world. Has he fallen for me? Is our relationship more like a boyfriend/girlfriend thing?
My friend with benefits is doing weird things?
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