What should I tell him?

Ok, here is a bit longer text, but please read it becouse I really need help...
As you know I'm nearly 14. Some months ago I started liking one boy, and now I think that I'm totally in Love. He told me that he also likes me, so yesterday he asked me to go out with him (on a date). Of course I accepted bc I really love him and I was so happy about it. But also I know that I'm not too much beautiful like some girls are. Also here are my best friends, they don'y know him personally but they chat with him on MSN. One of my friends is very beautifull and skinny. And today ( we had to go out tommorow ) on MSN like a BOOM : he asked me How's your friend Dragana doing? (*Dragana - its my friend I said is beautyfull). I was so suprised, I didn't expect that from him. And I anticipate that he likes her... I said to him that I don't know how's she doing, and told him to ask her, I felt like it wasn't he. Than he asked me : is she online on msn?, I said- no. Then after a few minutes I get caurrige and asked him if he likes her, and on that can you imagine he said well maybe. I was so annoyed , I started laughing ( I didn't want to laugh, I'd rather cry) and he said well its just a bit and after that started crying at home and I signed off from MSN. Now I'm so sad, I love him, I was so suprised he could tell me that. I know my friend doesn't like him, but although she would flirt with him: she flirts with all the boys and there are a few boys that like her becouse she is so scinny and looks so good. What should I do? What should I tell him, or maybe her? Please tell me. The photo you see up that's she.

well, he might like you AND the other girl. I know EXACTLY how you feel. because I'm sorta in a similar situation. but don't give up hope on him, if your friend doesn't like him, then eventually he'll realize and back off, and if he likes you and knows that you like him, he'll come 2 u. just give it some time. if it was meant 2 b, everything will fall into place. by the way, could you answer my advice thing, it's the one labeled "confused about love" thanx. hope my advice works.

Do not love and be after, do love and be after who likes and loves you.

I wouldn't tell your friend.
I did that once and they hooked up, and I wasn't too happy about it.
And it makes that person feel so good about themselves they feel as though they can get anyone.