<human>: Can you condense the text into a few key points?

So a few days ago me and my close friend went out for a few drinks.  We ended up at her place at the end of the night and finished off some vodka.  Needless to say we were both tipsy and things became more intimate.  We started to make out with the most passion I've experienced in the past 5 years.  However, the next morning she gives me an ultimatum - either we date or We never spend time together again.  I'm at the point that I want to still remain friends although there is some attraction but I don't see myself becoming more than friends with her.  I want to be fair to her and not lead her on but I don't want to lose her as a friend.  She is a really amazing person and understands me fully and I always enjoy my time around her.  I would hate to lose such a good person in my life, I just don't view her as being more than friends with her. We will be meeting to chat next week but havent been in contact with her since.  What sort of things should i say or do at the meeting to get her to understand that close friends is the extent of our relationship. If anyone has been in this position before, any advice is appreciated!
<bot>: Went to second base with my close friend but realized I cannot be more than friend with her. She says date or never see her again.