Did i over react?

well yes and no. I think it obviously upset you so you were right to talk about it to your manager. I think maybe breaking down and crying was a slight overreaction. I don't think the guy was trying to demean you or anything. Its sounds kind of like normal guy talk. One guy is expressing ual frustration and the other guy was offering up some ideas. Ultimately it was a compliment. So yes you were correct to talk to your boss because it made you uncomfortable. At the same time when you are alone with your girlfriends, I am sure you talk about what guys you think are attractive or "shaggable". So keep in mind that they didn't know you were there and they weren't say anything bad. Just that he maybe thought you and the lad would be a good match