Background: I'm 21, she's 20, we've been dating for a year and a half. She has her own apt. I live at home. A few months back a friend of hers moved in with her in order to cut living expenses. That lasted about a month before problems started and at the end of 05 she ended up kicking her friend out, losing a majority of her friends because they all sided with the roommate. We're both students, she works 2 jobs, and I work 1 plus an internship, so time is an issue for both of us. Ever since she lost her friends she's been increasingly trying to take up all of my free time. I try to see her 2 nights a week, but she always wants more, or gets upset when I want to change plans to see a friend I haven't seen in a while. The last 2 weeks in a row I've had friday night breakdowns from her about how her life sucks, she has no friends, no money (becuase of apt.) and all she does is work and go home and can't sleep. I've been told numerous times since January that I'm the only good thing in her life. She just left here crying. She had been crying about the no friend issue earlier, and didn't want to talk to me about it. I asked her to leave a few hours later because I was tired/falling asleep. She went to the bathroom before leaving and when I kissed her goodbye her face was wet again. I asked her if she was crying and she lied to me and said no. Said she didn't know why she was crying, she just was. Its getting to the point where I can't take the pressure anymore, however I worry about her alot. I worry about what she'll do if I break up with her if "the only good thing" in her life goes away. I know thats not healthy for me, and lately I've found that I'd much rather spend time with my friends than her because of the clingyness. I've tried talking to her and it helps for a few weeks, then starts building back up. What do I do to get her to stop being clingy? What do I do to not get guilt tripped about my friends? How do I get something else to have meaning to her? This is not a position I want to be in anymore. Thanks. Cliffs: If you can't read it, you wont provide help anyway.