Feeling hurt and can't believe this happened...

So, I was doing some foreplay with a guy I'm physical with, but said I did not want to have sex... we have had sex in the past, but I don't feel comfortable with doing that anymore. After we did other things, he was on top of me. I was holding his waist back... he grabbed both of my hands and held them above my head, then had sex with me anyways. Before he did that, I specifically said I don't want to do this... he said he thought I was joking and didn't mean it, but I'm really upset. I don't even know what to think... we've been close for 3 years, and I just can't believe he'd do that... I just don't know how to look at this ladies... part of me feels like I need to forget it since I was doing other things with him that are sexual (foreplay) and that maybe set the wrong mood, but I feel really upset... I just didn't feel comfortable having sex anymore for personal reasons.