Date: Wed, 26 Nov 2008 06:38:17 -0800 (PST)
From: Tim Smith <mint848848@yahoo.com>
Subject: Sleepover

DISCLAIMER:

This story is a work of fiction and contains descriptions of explicit
sexual acts of a boy discovering his sexuality.  It contains graphic scenes
of sex between an underage boy and adult male...  If this type of content
offends you or you are under the age of 18 do not read it.

Author's Note:

This story is the property of the author. It can be downloaded for personal
reading pleasure or sending to a friend, but cannot be reposted.

If it is illegal to read such material where you live or if you find the
topic deceitful the please leave now.  If you enjoy the story, please let
me know.  I love hearing from you.  Also enjoy "Kevins Massage" in Gay
Adult/Youth

All flames will be ignored.


SLEEPOVER


The first time I met Scott, he was just about 11 years old.  A skinny kid
that I wanted nothing to do with.  After all, I was 17 and much too mature
to hang around with a little kid.  None the less, I knew someday he would
be a good looking guy like his dad - whom I worked for at the time.
Scott's dad owned the local supermarket and I was a cashier.  When he
expanded to a second location, I was promoted to assistant manager and have
since moved into the manager position.  I'm now 22 and when I saw 16 year
old Scott walk into the store recently, I almost lost it!

By the way, I'm bi, but still in the closet.  I haven't have much
experience at all with guys, but I'm really really attracted to some - cute
ones especially.  I'm not into the hunks or jocks -- they usually come with
an attitude that does nothing for me.

Anyway, Scott was nothing like I remembered him.  He was much more built
now - more grown up looking.  He had short light brown hair, glowing eyes,
a beautiful smile and a small, tight ass that was being hugged by his jean
shorts.  I was in the office and was staring at him through the one way
mirror as he talked with his dad.  It wasn't until I saw the two of them
approaching the office that I noticed how obvious my hard-on was.  I slid
my chair under the desk to hide my attraction just as the door squeaked
open.

"Hey Jim - you remember my son Scott, don't you?"

I had to limit my excitement as I told Scott how different he looked.  He
blushed a bit as I was talking.  Scott's dad explained the reason Scott
visited.  His dad knew I was fascinated with roller coasters and amusement
parks and knew I would be the perfect person to recommend a cool park for
Scott and his church youth group to go to.  They had been to the local
ones, but they wanted to do an overnight trip and go out of state.  Really
without thinking how awesome it would be, I suggested that Scott join me to
go to my favorite park and then he could judge for himself.  I wanted to go
anyway, but none of my friends could get off work to join me.  Scott's dad
said how it would be no problem for me to take two days off to go with
Scott if he wanted to.  That's when it hit me - I'd be alone with this hunk
of a boy for two days!  Oh please say yes!

"That would be cool Jim!  When you wanna go?"

Again, not showing too much enthusiasm, I looked at the calendar and picked
two days about a week and a half later.

Later his dad approached me asking if I was sure I wanted to do this.  I
guess my acting worked.  I assured him it would be tons of fun and Scott
would not get into any trouble.

As the departure day approached, Scott called me or stopped by the market
nearly every day.  We were really hitting it off nice.  He acted pretty
mature for his age.  I guess it helped that I acted a little immature when
I was around him.  We agreed it was best to get an early start and he would
sleep over my apartment the night before since I lived on the side of town
near the interstate - saving him about 15 minutes travel time.  I knew I
couldn't be stupid and try anything with this young hunk, but I couldn't
wait to see what he slept in.  I hoped it would be something like sweat
shorts or if I was lucky - his UNDERWEAR!  I would be able to sneak glances
at his bulging crotch and perfect ass.  The closer the day approached, the
more often I jerked off imagining him falling asleep on the couch and
displaying a teenage hardon for me to salivate over!  I picked out some
rather revealing shorts for myself to lounge around in if I got the nerve.

The day approached.  Work never went slower.  Scott was gonna come over
around 7 and we were gonna order some pizza (my favorite food).  Everyone
is always amazed at how much pizza I can eat and never get fat.  I'm 5'10"
but only weigh 150.  Like I said, I'm 22, but because I'm so skinny and
youthful looking, people guess me to be only 17.  Scott is similar in that
too.  Although he looks much older that I remember him at 11, he still
looks younger than other 16 year olds.  He looks more like a 14 year old -
but he's a lot more with it -- very open and friendly.

At 6:55 the intercom announced Scott's arrival.  I buzzed him in and met
him at my apartment door.  He had a small bag under his arm but a huge
smile on his face.

"Ready to party?" he asked as he entered the apartment.

I could see how excited he was to be away from his parents.  He plopped his
bag on the sofa and I reminded him it was only the two of us - not much of
a party.  He quickly reminded me of my age and said I had the ability to
make it a party.  I didn't know what I was getting into.  It never occurred
to me to drink alcohol with Scott.  Although it would increase the chances
of my fantasy becoming a reality, this kid was my boss' son!  What if
something stupid happens?  I put his comments aside and announced it was
time to order the pizza.  That seemed to be cool with him since he was
starving!  I told him to make himself at home and popped on some CD's which
he assured me were way cool!  After I ordered the pizza, I gave him the 5
cent tour of my 1 bedroom apartment.  He said he couldn't wait to live on
his own and do whatever he wanted to do!  I had to agree with him.  As soon
as I could afford it, I was outta my parents place.  This is my 3rd and
nicest apartment so far.

On the way back to the living room, Scott announced "Piss break" and turned
into the bathroom.

When I didn't hear the door shut, I looked back to see a golden yellow piss
stream shooting into the toilet!  I couldn't see his dick or anything, but
it made me tingle a bit to see Scott wasn't very shy when it came to his
body!

The intercom rang and I ran down to fetch the pizza.  When I got back
upstairs, I told Scott to grab something to drink outta the fridge.  He
asked what I wanted and I told him to grab 2 of what he was drinking.

He held up 2 cans of beer and asked "This OK?"

I had a decision to make, but my hormones won.  "Sure.  Why not?" I
answered, "but don't get drunk and pass out!"

Scott assured me he had beer with his buddies on many occasions and I
shouldn't worry.  Well, we weren't driving anywhere, so I toasted him and
sucked on my can.  It didn't take long for the 2 of us to get silly and I
was really enjoying the youth of Scott.  Not just physically, but mentally
too.  I hope he didn't notice me looking his body over, but I know that's
what I was doing.  I had on a pair of loose jean shorts with boxers
underneath.  I thought if I get a boner, I could easily hide it.  I topped
this with a t-shirt I got at another amusement park to catch Scott's
attention.  Scott did like it and we talked about how cool the ride was.
Scott had his shoes and socks off by now and was wearing tan shorts which,
as usual, hugged his bubble butt.  I couldn't see much bulging going on up
front, but I didn't get too many opportunities since his t-shirt was extra
long and hung in front of his boy meat most of the time.  It took only
about 5 minutes for us to down the first round and Scott was once again
returning with another 2 beers.  It was kinda neat for him to take over the
situation like he was.  I'm usually the authoritative figure, and it turned
me on to have a younger kid run the evening.  It didn't take long for the
talk to get to sex.  We asked each other about the girls in our lives - I
admitted to not having a steady and Scott said his parents wouldn't let him
date any more than a movie or school dance.  He said he had to sneak out of
the house to get any good action from the chicks.  I knew he was lying -
but I didn't push it.  I remember the stories I would tell the other guys
to protect my manylyhood.  It was approaching 9pm and I announced I was
changing into something more comfortable.  Scott gave me an "Oooh" as if I
said it to precede sex.  Little did he know!  I invited him to change into
what he planned on sleeping in, but he said he didn't pack any PJ's - in
fact he didn't even own PJ's.  I asked him what he slept in - and he
announced if he didn't go in the buff, he would wear his dad's boxers 'cuz
they were big and roomy on him.  I didn't know whether to believe he slept
nude or not, but I didn't ask.  I figured he wanted me to believe his
stories... doubting him wouldn't prove anything anyway.  I remembered I had
a big pair of boxers for lounging around in while I was alone.  They were
pretty revealing for me - on Scott, they'd be HUGE and hopefully even more
revealing!  Scott agreed to see if they fit ok and went to the bathroom to
change.  He didn't close the door again.  Geez I wanted to walk by and
glance in, but that would be so obvious!  It took so much for me to stay
away!  I could see his shadow on the door when he would slide his shorts
down followed by his undies and finally his shirt went over his head.  I
knew he was stark naked in there and from the giant tent in my boxers, I
knew I wanted him!  I watched his shadow pull the boxers up his legs and
knew if I didn't get changed real fast, Scott would walk in and see my cock
dripping through my boxers.  I picked a large pair of black sweat shorts
with a button fly and slipped them over my boner.  I pulled my cock up
under the elastic and kept my shirt on to cover my dickhead which was
poking out the top.  Just in time too - Scott came walking in the bedroom
to show off his new pair of boxers.  I was losing it!  He kept his shirt
off and showed me for the first time the perfect chest and belly he had.
Not an ounce of extra fat on his beautifully tanned body!  I was
speechless.  Lucky for me, Scott broke the silence.

"Kinda big, but they'll do" he said as he pulled on the sides of his shorts
to illustrate what he was talking about.

I tried to see if the front opening was going to allow me any peeks, but
was soon reminded that pair of boxers has a button fly also.  Damn!  It
didn't matter because the unknown kept me very excited!  I was weak in the
knees when I realized Scott wasn't planning on wearing a shirt anymore.  He
handed me my 3rd beer as I asked him if the beer was buzzing him yet.  He
admitted to getting a "small hit" from it, but nothing that bad.  We
clanked our cans and chugged away.

As much as I tried not to open the subject, our conversation again turned
to sex.  Scott asked me if I still jerked off at my age.  I reassured him
that was something he would never outgrow and bet him that even his dad
still does it.  He asked why he would have to when his mom is around to
take care of his needs.  I gave my opinion which I'm sure most guys would
agree to.  I told Scott that jerking off is different than being serviced
by anyone.  It never feels as intense as when someone else does it, but
it's cool to be able to do it anytime you want.  Plus you can think of any
fantasy you want (most of mine will soon be about Scott).  He agreed to the
last part, but questioned me on the intensity.

"You mean it feels even better when someone else does it?" he asked.

I questioned him on his sneaking out at night to get some action.  He
blushed as he confessed that he never got any action from any girls.

"How about guys?" I asked.

He looked at me weird.  I followed up by asking if he and his buddies ever
jerked off together.

"No!" he said.

"Ah come on - all guys jerk off with their buddies - that's how we learn
new techniques." I said.

I wasn't sure I was right, but if he did it, I wanted him to think he
wasn't alone.

"Well, me and Freddie did it a few times.  And sometimes a few other guys."
Scott admitted.

Freddie was another kid that worked at the market.  Cute, but not nearly as
nice looking as Scott.

"Did you guys just do yourselves or did you do each other too?" I asked.

"Each other?  No way!  We just jerked ourselves off.  We did other stupid
stuff too.  You know, strip poker, skinny dipping, and when the other guys
were around, we had contests to see who could cum fastest or who could hold
out longest."

"Did you win a lot?" I asked.

"Yeah, but sometimes I couldn't help but cum right away I'd get so horny!"

I probed further, "Ever do size contests - to see who was the longest or
thickest?"

"I dunno" he answered, admitting that they did.

"Well?" I asked.

"Well what?" he asked back.

"Well, did you win that too?"

"Maybe."

"Which were you?"

"Both, but Steve has the biggest balls and Rick has the most pubes."

Scott was all smiles at this point as he proudly announced his endowment.
By this time, Scott and I were on opposite sides of my kitchen dinette
counter (our crotches hidden by the counter).  I was sporting a woodie that
poked through the hole of my boxers.  When Scott looked away, I peeked down
and saw an obvious bulge poking against my shorts.  I tried to change the
subject hoping it would soften.  I asked Scott what other things he likes
to do.  He made a small list but quickly went back to sex.  He asked if I
messed around with my guy friends too.  He was honest with me so I couldn't
lie to him.  I told him how me and my next door neighbor used to jerk off
together in a tree fort we built just for that activity.  Just like Scott,
a few other guys would occasionally join us, but they were mostly my
friend's cousins.

"Did you guys jerk each other off too?" Scott asked.

"Yeah.  Sometimes when we were really horny.", I admitted.  Scott seemed
real interested.

"You guys gay?  It's cool if you are.  No biggie." he asked.

He didn't say 'bi', so I told him I didn't know about the other guys, but I
wasn't.  I said we did it mostly because it felt good and no chicks that
age would even consider it!  He asked how old I was.  I told him we started
around 12 and stopped for good when we were close to 17.

"Oh shit!" Scott seemed upset.  "I really missed out!  We only started 2
years ago, but like I said, we never touched each other!"

"Then you DID miss out.  The first time someone jerked me off, I came so
much, we needed a beach towel to clean everything up!"

"How do you ask another guy to do that without sounding gay?"

"Good question." I answered.  "I think we did it during a 'Truth or Dare'
game.  I dared him to do it but he would only do it if I did him too.  The
rest is history."

"You still do it with him?" Scott asked.

"No, he went off to college and moved out west.  I haven't seen him for a
long time."

There was a long pause.

"Jim?"

"Yeah?"

"You hard right now?"

"Yeah, you?"

"So hard it hurts!"

"Lemmie see."  I couldn't believe I said it.

Scott paused for a while, as he looked down at his crotch which was still
out of my sight.  A smile came across his face and he looked me in the eyes
with a passion I recognized from my childhood activities.

"Is that a dare?" he asked.

"Yeah.  I dare you to prove you have not only a boner, but the longest and
thickest boner of all 16 year olds in town."

"Well I don't know about ALL 16 year olds", he said as he hopped off his
stool and pushed it back with his butt, "but it's not too bad!"  With those
words, he stepped away and displayed a very adequate tent pole shooting up
at a 45 degree angle from his groin!  The boxers were so big, they offered
no resistance.  A few seconds and a few modeling turns later, Scott bunched
the extra material in his hand and wrapped his other hand around his cloth
covered cock showing me what I asked for - proof that it was long and
thick!  It had to be almost as long as mine but it was hard to tell how
thick with all the material.  I always thought mine was big, but it didn't
get this big until I was like 20!

"Very impressive!" I complemented.

"Let's see yours!"

I knew where this was leading but I didn't care.  Just anticipating
wrapping my fingers around Scott's cock made the precum ooze out of my
dick.  I did as told and stood up to display my very hard cock and the huge
wet spot it produced.

"Did you piss your pants, or are you just happy to see me?" Scott joked.

"I guess I'm just happy to see you!" I admitted.

Scott laughed.  He let his cock go, but it was so rock solid, it didn't
move a bit!  I wanted to go further.

"OK, you said you're an expert, time for strip poker." I said as I walked
to a kitchen drawer and pulled out a deck of cards.

"I never said I was an expert, and besides, I only have on one piece of
clothing!"

"That's tough!  You playing or what?" I said while dealing the first 5
cards.

"No.  It's not fair!  You have on twice as much as me.  If you're wearing
underwear, that's 3 times as much!" Scott complained as he picked up the
cards I dealt him.

I had a pair of 6's.  I put down the other 3 cards.  Scott made a face when
he saw his cards.

"Gimme 4." he moaned as he slapped down 4 obviously bad cards.  I dealt 4
to him.  When I looked at my own 3 new cards, I was delighted to see a pair
of 2's.

"Whatcha got?" I asked.

"Pair of 10's.  You?"

"2 pairs!  I win!"

"You cheated!  You just wanna see me naked!"

"How could I cheat?  You saw me deal!  And besides, if I wanna see a naked
guy, I'd just look at myself in the mirror."

The beer was really affecting him.  His words were slurring and he was
giggling a lot.  I'm sure he was also nervous – that also makes people
laugh a lot to ease the tension.  I could tell he wanted to strip, but he
was having second thoughts.  I didn't want to push him too much so I said
if he really didn't want to, he didn't have to.  A look of relief came over
his face.  We each swallowed the remaining beer out of our third cans and
Scott trotted off to the bathroom - his dick still hard, but sagging a
little now.  I gathered up the cards as I tried to think of a way to make
Scott more comfortable about getting naked.  When I turned over the 4 cards
he threw in for replacements, I was shocked!  Scott had 3 jacks!  He lost
on purpose!

A flush came from the bathroom and Scott came out still looking a little
nervous.

"We playing again?" he asked.

"No - you lost and you didn't strip.  You cheated!" I informed him.

"OK, OK!" Scott said as he turned away from me and wiggled his wonderful
ass at me.

He started moving his hips to the beat of the CD as he hooked his thumbs in
the loose waistband of his boxers.  The first inch of his crack appeared
and I almost came in my shorts!  I couldn't believe what was happening!  In
a few seconds, I'd have an incredible 16 year old naked body on display in
my living room!  More and more of his hairless ass became visible as he
slowly slid his boxers down.  I wanted so much to grab each ass cheek when
they were totally exposed!!  Scott's ass was so perfect!  Not one blemish!
Once he mooned me, he turned around and showed me how he was grabbing his
hard cock again through the boxer fabric.  He started to pull the front
down too, but turned just as his cock would be exposed.  I didn't care
anymore - I was egging him on like a porn star.

I was saying things like "Oh yeah!" and "Mmmmm" and "Do it!"

He seemed to like the encouragement.  After he turned away from me, down
they came!  Unknown to Scott, I could barely see his cock from a mirror on
the far wall of the room.  That wasn't enough - I wanted to see it up
close!  His circumcised dick stood at a perfect 45 degree angle and had a
light brown puff of hair at its base.  I looked back at Scott's ass just as
he bent over to remove the boxers from his ankles and got a quick glimpse
of his nuts swinging between his legs!  I'll never forget that view!  The
song was coming to a close and just as I was going to suggest to Scott that
he turn forward, he did it!  Just like that, he spun around and in front of
me was a beautiful teen cock bouncing every which way as he danced around.
I applauded his courage and he bowed back to me.  This time, I got the next
round of beers out of the fridge and tossed him one.  I was beginning to
think that Scott wasn't totally straight.  I can't imagine any of my
friends doing such a performance.  Scott broke my thoughts.

"So what do you think?" he asked.

"Impressive!"  I admitted.  "I can't dance like that." I added.

"No, not about the dancing!  About this!" he said as he wrapped his right
hand around his cock and shook it at me.

"Oh THAT!  That's equally impressive." I said as I took the opportunity to
stare at it.  "How big is it?"

"I don't know.  Got a ruler?"

"How about a tape measure?  That way you can check the thickness too."

"Whatever, but you have to whip yours out too!"

I was ready to tell Scott he had to undress me, but still was nervous about
him being underage.  Regardless, I agreed and went to the kitchen to get
the cloth tape measure.  Scott followed and as I turned around, the boy was
just inches from me!  I gasped out loud when I sniffed how good he smelled.
He must have sprayed cologne on when he was in the bathroom.  He smelled so
damn good!!!  I opened the yellow cloth tape and Scott stood at attention
with his hands on his hips.

"You w-want me to do it?" I nervously asked.

"Yeah - you're the expert.  I never did it."

I doubted him not ever measuring it since it was so big.  Regardless, I had
a wonderful task to do -- touch Scott's dick!  I took my left hand and held
the underside of his beautiful dick.  Scott gasped in pleasure.  I
remembered - this was the first time anyone ever touched him.  He closed
his eyes and started breathing heavier.  I took my time and readjusted the
tape a few times, causing more wonderful sensations in Scott's crotch.  I
finally did an accurate reading - 6 and a quarter inches long by 4 and a
half inches around.  Very impressive!  I told Scott he was well endowed -
not just for a 16 year old, but for a human!  All he did was whimper after
I took my hands off his rock solid cock.

"Measure it again!" he commanded.

I did as told.  This time without the tape.  I just rubbed his cock like I
knew he would like it and was soon into a full blown stroke!  It took only
about 15 pumps before Scott nearly lost his balance and leaned back against
the kitchen counter.  Seconds later the cum started flying!  I never saw so
much cum!  He was moaning loudly and grabbing on to my arms and head.  At
one point he forced my hand off his throbbing cock and slowly slid to the
floor - his body resting in the puddles of cum he just produced.

"Holy Shit!"  was all he kept saying.  Over and over.  I guess it was good
for him.

He was really out of it after his first sexual experience.  I went to the
bathroom to get a hot, wet towel to clean him up.  Scott smiled from the
warm towel bath I was giving him.  He told me he never felt so good in his
life!  I was proud to be the one to do it.  He finally stood up, but made
no move to get dressed.  After another trip to the bathroom, he returned to
the kitchen to give me the first view of his soft dick.  It shrunk down to
a 3 inch flesh tube resting on his balls - all bunched up due to the
evaporating moisture of his towel bath.  I was staring so much at his
totally naked body, that I didn't notice that he was holding the tape
measure - waiting for me to slap my dick out for measurement.

"OK dude - let's see if you're worthy competition" he said as he motioned
for me to drop my shorts.

It took like 2 seconds for me to drop my shorts and display my rock hard
penis for Scott to gaze at.

"Nice dick" he said as he lifted my shirt - giving me deep pleasure with
the gentle touch of his small fingers on my belly.

He continued to undress me of my shirt - he wanted me totally nude!  I
don't have the best body on Earth, but I work out at the club 3 times a
week - mostly in the pool.  I have a few cool stories to tell from there,
but they're for future writings.  What I'm saying is that my body ain't
bad.  Scott liked touching me - everywhere but my dick!  I knew he was just
trying to tease me, but one of my biggest turn-on's is being tickled and
his touches did just that!  I knew the first touch of my dick would release
a ton of precum.  I was right.  Scott finally lifted my rock hard dick with
one hand as he cupped my sensitive balls with his other.  He reached for
the tape measure and twirled it around my shaft.  He was very sensual!

"Ohh, 12 inches!" he announced.

Indeed it said 12 inched at the end of my cock, but it was only because the
tape was wrapped around my shaft several times.  My voice was stuttering.

"Y-you didn't think I was so h-huge, did ya?" I asked, playing his game.

Scott didn't answer.  Instead, he slowly pulled the tape from my dick and
replaced it with his fingers.  He pulled a bar stool to his naked body and
hopped on to give me access to his once again hard dick.  Together we
stroked each other.  At times Scott's hand was moving so fast it was barely
visible - at other times he slowed to a soft twisting pump.  The whole
scene was way too much for me!  I tried to focus on other things to hold
off my orgasm, but joined with such a perfect guy, it was a losing battle.
What finally sent me over was when Scott moved his second hand from my
balls through my legs and onto my butthole!  He penetrated with no
restriction from my anus and I instantly produced an orgasm I've never
repeated.  It didn't stir my balls - instead, it came from inside my gut.
I lost all control as I shot my cum.  It felt more like I was pissing, and
from the impressive amount I had built up, it almost looked like it too!  I
thought all pleasure and cum was over until Scott removed his finger from
my butthole and another spurt of cum shot from my dick!

I was in complete euphoria!  I laid in my cum puddles on the kitchen floor
as Scott did minutes before.  I was smiling at Scott as he finished me and
moved to his own cock.

"Read about that on the net." He admitted.  "I guess it works!"

He held his breath as he stroked his cock just inches from my face.  If I
wasn't so out of it, I probably would have expected what came next.  It was
his cock - cumming on my face.  I closed my eyes as his hot jism coated my
cheek, my nose and left eye.  I felt it dripping down to my lips and
instinctively pushed my tongue out to catch it.  With all the stuff I did
with my friends, we never ate each other's cum.  The taste was new.
Unusual.  Not bad.  I laughed at how I tasted it without thinking.  My shut
eyes never even saw Scott's semi-hard dick before it entered my laughing
mouth.  Again, as if by instinct, I allowed Scott's penis to pass my lips
and roll with my tongue.  I felt no shame, no bother in doing this.  Scott
didn't get hard.  The softness of his penis was like no other substance on
Earth.  I wanted to roll it around on my tongue forever!  After a while he
pulled out.  I heard the sink run and soon felt the hot towel on my eye -
rubbing the cum away so I could see again.  Scott smiled when he saw my own
smile.  I think he was relieved that I wasn't mad.

We cleaned up, put on our underwear and had one final can of beer before
bed.  Not many more words were exchanged, just a few slaps on the ass to
say "That was cool."  We planned on getting up early the next day.  Scott
asked to sleep in my bed instead of on the couch.  He didn't need to, but
he said it was too cold in the living room.  I of course said yes.

As we lay next to each other, I stared at the ceiling thinking about all
that happened in the past 5 hours.  I didn't know what to expect when we
sobered up the next morning.  We were staying at a motel the next night.  I
wondered if Scott would go further.  I wasn't disappointed, but that's
another story.