Why would my boyfriend keep telling me I'm too nice and could get anyone I wanted?

I know this probably sounds silly, but my boyfriend always tells me I'm "too nice" and says it in a manner that is like a compliment. The other night he and I were sitting on my front porch enjoying the crickets chirping, and out of nowhere he just says "You're just too nice. You'd never have to worry about getting a guy or getting married one day. you're just the kind of classy, sophisticated yet simple lady that every guy dreams of." And he had this look that I just couldn't explain. kind of a far-off look, yet kinda sad, yet like he absolutely hung on every word I'd ever say. He then said, "You're going to go far in life. I know it. You're going to be successful in anything you'd ever do. You're just a great girl." But he says it kinda with a sad ring to his voice.

I've been wondering. he dated a lady several months ago for about 5 months. He's always been interested in me since we were 14 (for 7 years!), but I was always dating someone and he just waited for the right moment. The last guy I dated, while he was waiting on the sidelines, he met a girl and was kinda interested in her, and after a few months of dating he started getting really attached to her. Come to find out, she was just using him the whole time to get at another guy and she wasn't sincere at all. My boyfriend and his brother are really close, and his bro told me that he told my boyfriend he shouldn't have dated her anyway since he's always liked me, and that he was really crushed just to know that she had been using him. She recently got engaged to that other guy, and I was with my boyfriend and his bro when they got the news. He was fine and all, but it was obvious to me and his brother that it hurt him to hear it because he knew she had used him to get the guy.

My boyfriend and I have been dating for a while now, and he has professed his love to me and how he believes I'm the one for him and he'd always thought that. But suddenly about 3 weeks ago he really backed off using his special names for me (Baby, Sweetie, Darling, Dear, etc.) and he hasn't said "I love you" since then, either. He used to call my phone at 1:00am just to leave a voicemail telling me how much he loved me so I could see it when I woke up. And then we had the conversation above. He still looks at me in a way no one else ever has, and it's one of those looks like you're looking deep into each other's soul; one where he's saying things without speaking.

I am wondering: Could he be withdrawing in fear of getting hurt again? He made the comment that every girl he'd ever talked to in his whole life is now engaged or married, as if he's always going to miss out on it himself, as if it's always just out of his grasp.

We're old-fashioned, where the guy's the leader, etc. But I'm wondering. should I just flat out ask him if he's scared the same thing that happened in the past is going to happen again with us and that's why he's stopped what he has? Or should I just let him sort things out himself?
Why would my boyfriend keep telling me I'm too nice and could get anyone I wanted?
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