Your first problem is that you automatically assume that you're not worth my time. You wonder how I can see right through you...just saying something like that is enough to tell me that you've been ignored and abandoned and betrayed. Because I know that, I am...concerned is probably a better word for it.
[He was clearly drifting off, so she just pulled him a little closer to her chest and began stroking soothing patterns on his back.]

I have suffered the same things, so I know how the pain feels.
[She sighed into his hair, pressing her face into his delicate curls.]
But right now you don't have to worry. You don't have to leave for my sake or hold yourself back. You can just stay, it's alright, I want you to stay.

[Perhaps saying that all so plainly would end up working against her. But she wanted to be hones,t and she wanted him to feel at ease.]