Almost having sex... kind of. (18+)

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Well, like two nights ago I was the closest to having sex. I think. I am still not sure. Well, I have had my boyfriend for like almost three years now. I love him and we love being around each other, but I am horribly embarassed at the fact that I still can't being myself to make out with him or something like that. We kiss, but nothing more really. I am not sure if it is like an elephant in the room or something, I know that he is not a virgin and I feel bad for him since he has had nothing for so long. But it isn't really like I don't want to make out or have sex, I like masterbate all the time, but I just never think about that kind of stuff when he is around. But two nights ago he was sleeping over at my cabin (yes I live in a small log cabin) and he was going to sleep while I was flipping through some channels, and I was I saw one of those HBO specials about that show Cathouse, and some of them were dancing (very badly )and I was laughing at them and I said, "Psst, I think they are prostitutes!" and he replied "Well they definately aren't dancers." like one of those stating the obvious jokes. And then later I went to sleep, and then in the middle of the night he was spooning me and kissing me on my shoulders and neck and really grabbing my thighs and ass. And I just felt nothing. Personally I was kind of shocked and then just embarassed. And at a certain point he asked "Am I making you uncomfortable?" and I just had to admit that I didn't feel anything and that I was sorry. And he just said "Ok" rolled over and went to sleep before saying something about sex and Family Guy. The only think I could think about was that he just woke me up when I was getting some good sleep. And then I just was thinking that if I just let things keep going would I get in the mood later or what ever. The next morning when I dropped him off, he said "sorry about last night." and that was the last that was said about that.

That was a long bunch of babble. But I have no idea how to deal with this situation or how to bring it up or what ever. Any suggestions?

I go numb when people want more than I'm ready for. It might work better if you say: I will not go past first (second, etc.) base for the next three months, no matter what. And only move to the next base when you're really really really impatient. That way you don't feel pressured, and you can have fun inventing ways of staying on base.

First base: clothes on, hands above waist and off breasts
Second base: clothes on below the waist, hands above and below waist
Third base: everything except penetration
Home: penetration

I think that's correct. I got it out of Mars and Venus on a Date.

He respected you when you weren't in the mood. That's how a gentleman behaves. That's to be commended.

Thanks for your responses. He is always a gentleman, even when he isn't all the way there. I talked to him briefly about it yesterday, and he didn't remember! He said he only remembers three things that night and he wanted to know what he did. I thought it was funny. He remembers me saying no, but wanted to know what question he had asked that I said no to. I am planning to talk more about the whole subject later today.

Keep on being honest about your drive. I recommend lots of foreplay, and reading about what it means to be sex positive.
You sound like you are already with a somewhat sex positive partner. Cheers to that!