Ok, I've just started dating this guy and he is always really protective of his phone.

Every guy is protective of his phone, his phone is something private to him.  It shouldn't be interfered with by anyone.  He will have phone numbers of female friends, he'll have ex-girlfriends on there, he'll have texts from his mates and texts from his parents.  He doesn't want anyone seeing them.  It's private stuff. 

Now, this upsets me a lot because naturally I think there is some girl that he is texting.

Well yes, maybe his mum, maybe some ex-girlfriend, maybe some female friend.  What does it matter, he's going out with you?  As long as he's not seeing someone else that's all that matters. When I go out with a woman I don't expect her to hand over her phone and let me rifle through all her texts and contacts to make sure I approve.  Quite frankly I'd expect at least some texts and contacts to be suspicious, but it's best not to let my imagination run wild, after all I'm the one going out with her.

Thing is when I get cross because he is being weird with his phone he says he isn't going to let me look at his messages just so i'll trust him.

You do not to trust him, you can't be with him every moment of the day and you can't monitor every form of communication he uses to contact other people.  It's just a pointless waste of his and your energy, you need to focus on your relationship with him, not other peoples relationship with him.  Because the more you go on about texts and phone calls, the more he'll start to think, maybe I should be texting someone else because this bint is doing my head in.

Now, to be honest I don't want to read his messages I only want to now because he acts so weird! So, not I just don't have any trust for him!

You are just been nosey and unnecessarily distrustful.  Yes he might be getting up to something but really you need to find that out from him, not through drawing conclusions from text messages.

When we started dating again 'naturally' people thought it was their place to get involved and people started telling me that he did this and that and when I confronted him to try and break it off he started to cry... a lot...

If a guy cries, then really he must be seriously into you.  I very rarely cry if a woman finishes me or I finish them.  It takes a lot to get a guy to the point of crying.

to the point where I actually believed that he didn't say the things these people say he did.. but now at the same time .. with his phone weirdness and these things in the back of my head, all i do is worry.

So, time has passed and as it's passed i've left all of these things in the past. Ok, so now there is more. It's not the kind of relationship where he doesn't call me and i always have to call him, because he always calls me - randomly even, but every time he sounds unhappy or annoyed you know and it makes me feel like he doesn't like me.

Guys get annoyed with women, women can be irritating at times, the best thing he can do is project that annoyance to you and discuss it in a calm manner.  The fact that he phones you demonstrates he wants to be with you. You drive him nuts but he still wants to phone you.  If he didn't like you, he would avoid phoning you completely and just go completely quiet.

When we were together the other day he seems very distant. I kept asking him what was wrong and he just said he was tired, but to me this is was an excuse.

It could be that he's not liking being with and is therefore having second thoughts, but he hasn't come to a conclusive decision yet.  But really you need to look out for consistency.  Guys can have a bad day, what will be more telling is if he's distant on several meetings in a row.  That would mean he is not just having an off day, there's something wrong with him when he sees you.

When he left that evening he text me and said that he was sorry if he seems to be 'off me' and that he was acting stand offish because he is falling for me and that it scares him because he has been so hurt by his ex girlfriends when he has fallen in love with them..

I think that's an understandable reason.  I think many men get scared to get too close to women, because he finds in the past as soon as he gets close to a woman, she ditches him.  So he could be telling the truth there. But overall I think he's having doubts about you.

Sam, my question to you is - is he for real!!! Or is he just wanting me to hang around because he likes having a girlfriend.

Why did he act that way if he is supposidly 'falling for me'. He made me feel rejected.

Guys can't have perfect days everyday.  You have got to give him time over a series of dates.  If you find he's like that over several dates, then you need to be cautious.

So, from the weird phone business to girls saying he said he didn't want to be with me ...

oh, that's just women gossip.  He might have said something else but they interrupted it as meaning that.

to me trying to break up with him because he said that ... to him breaking down because he said it's not fair because it's not true ... to him acting distant and acting weird on the phone...

I think you will have unsettled him by first going on about his texts and then going on about what the women said he'd said.  I think that's a possible reason for him being distant, because he feels you are picking at the relationship and about to ditch him and that upsets him. 

all to tell me he is falling for me and it scares him so that's why he acts this way??? oohh please help me sam.

I think you need to give him the benefit of the doubt at the moment.  Stop picking at him for imaginary or minor things and start focusing on positive things in the relationship.  If he still doesn't pick up when you turn positive and less picky, then it maybe time to give up on him, because then he must have issues beyond repair.

I hope that made sense it's late and i'm typing really fast haha