Should I trust his motives or is he lying?

My boyfriend of 2 months called last night and we we're having our normal conversation. Things started to go south and then he flips out saying he doesn’t want to be around me anymore because he needs some time apart to think. He thinks I'm always lying to him because he’s “modest” (I don’t think he really knows what that word means) especially about my feelings. Apparently it comes across as an exaggeration and he doesn’t want it to turn out how his last relationship was. But then he says he’s falling for me, that he can see a future with me and he doesn’t know what to do. I feel like I'm going bonkers, one second it’s great then the next I’m getting the boot. I kept telling him over again that he needs to stop judging me and give me a chance, to put away the past and make me the future. I don’t know what to say anymore; all I want to do is cry. I told him I don’t understand what I’m doing that is so wrong for him to second-guess me. I really am falling for him, but I don’t know what to say to him anymore… what do you think?