Should I be upset?

I overheard my boyfriend of 2 1/2 years tell his cousin that he can't and will never get the woman he wants. His cousin tells him he has a beautiful, smart young woman on his side and he should be happy and instead of him being like you right, he just says "uh huh." I was really hurt. The whole drive home I was quiet. I think he caught on to why I was so quiet because I wouldn't look at him or grab his hand when he reached for mine. We got home and he went straight to the couch, of course, trying to avoid me by all means. Should I be upset? I feel like what he said was a slap in the face because we been together for almost three years and he told me he was happy he met me and that he wants to marry me. Now my mind is racing because I'm asking myself could everything he has said to me throughout the years been all lies??