He denies it, argues it, but he's falling in love with her.

Being just friends wasn't easy, especially when you both knew about how much potential ran between you... but, he was scared. He was scared of dating the rich girl, scared of everything that 'entailed' even if you promised him it'd be okay, he still worried. Maybe it'd be okay... maybe. But right now, without much reassurance, that wasn't a risk he was wanting to take. He'd been hurt before... what if it happened again?