Date: Sat, 12 Mar 2005 07:19:24 -0800 (PST)
From: Jack Santoro <jackinnm@yahoo.com>
Subject: Chris' Friend Ben, Part 3, Adult Friends

Chris' Friend Ben, Part 3
By Jackinnm@yahoo.com

I hadn't seen Ben for a couple of months, because our
work obligations had consumed a lot of our time and
our schedules often conflicted. This Saturday,
however, we were both free, and Ben invited me to meet
a buddy of his, Frank, promising that the morning
would be very interesting. When I rang his bell at
eight, I found that Frank was already there, and best
of all, both Ben and Frank were naked.
We were all in our early 40s, and about six feet, with
slim builds. Ben and I had brown hair and eyes, while
Frank was blond, right down to his pubic hair. I was
especially happy to see that all three of us had
foreskins. Mine was the longest, forming a nipple
beyond the glans when I was limp, and still covering
the head with full erection. Frank's foreskin was the
shortest of the three, covering all of the head except
for a dime-sized opening in front, which revealed the
deep cleft in his glans at the bottom of which was his
slit.
Ben's foreskin was longer than Frank's, forming a
thick pucker beyond the end of his glans, but the
excess was not as long as my nipple. As we sat down in
Ben's kitchen to drink coffee, Ben explained to Frank:
"You know that the doctor cut the tight front ring of
my foreskin off when I was two days old because he
said I'd have trouble peeing. This left me with enough
foreskin to cover the head halfway when I was limp,
but when I got hard it always peeled back all the way.
Well, I always resented this, and about eight months
ago began stretching what foreskin I had to get more
length. I pulled it forward over the head and taped it
in place, and over the months I did get more length.
Since I want to end up with skin like Jack, after the
first couple of months I put a big stainless steel
ball bearing inside the hood to put more tension on
the skin."
"I saw that. You took the tape off and removed the
ball when I got here," Frank said. "I was really
impressed with that, since the last time I saw you was
a couple of years ago."
"I'm glad I've been stretching. I want a long
foreskin, with lots of overhang. That extra skin makes
for really long strokes, and you both know how much
I'm into foreskin action." Ben poured us more coffee
as he spoke. The sex talk was getting to me, and I
felt my penis stir.
"Keep at it and you might grow enough skin to dock me.
You have an extra ball, or can you tell me where to
get one?" Frank asked. "I've always liked my foreskin
and I'd like to experiment to get some extra length."
"I'd bought an industrial ball bearing at a surplus
store, and I've got a bunch of these balls in my
garage, Frank. I'll be glad to give you a couple. I'm
sure you'll be able to grow a foreskin like Jack's,
with the head start you've got." Ben reached over and
tweaked the end of my foreskin, then began rolling it
between thumb and forefinger. Frank saw this, and
spoke:
"That's what I mean by foreskin action. My foreskin's
so sensitive, and you can get me hard without even
touching the head or shaft. I guess Jack's the same
way." Frank was on my right, and as he watched Ben
fingering my hood, I reached down to grasp his
foreskin-covered head. I gently twisted the hood,
giving him both sliding and stretching sensations.
"Let's drink up and get into the bedroom," Ben urged
as he finished his cup. We got up, still holding each
other's pricks, and shuffled into his bedroom, where
the big queen-size awaited us. We sat in the same
relative positions on the edge of the bed, Frank on my
right and Ben on my left. I'd noticed that Frank, like
Ben, had low-hangers, the sort of loose scrotum that
hangs down but tightens up with sexual excitement.
Mine was naturally tight, and drew up only slightly
farther against my body when I got hot.
"That feel good to you?" I asked Frank unnecessarily
because I saw and felt his penis engorge as I massaged
the foreskin in a twisting motion over the swelling
glans.
"It really does," he replied. "You really know how to
work a foreskin."
"Frank, just lie back on the bed while Jack and I go
to work on you," Ben suggested. Between the two of us,
we'll make your prick feel really good. You know how
I'm into foreskins, and I'll worship yours." Frank lay
back and spread his legs, giving Ben and me full
access to his groin. Ben leaned over as I removed my
hand and licked the edge of Frank's retreating
foreskin, the point of his tongue caressing the glans
under it as well. Ben stabilized Frank's engorging
cock, which was swelling out of his foreskin, and
worked his tongue-tip in circles around the stretching
hood. Meanwhile, I cupped Frank's balls with one hand
while caressing the insides of his thighs with the
other.
"I love the aroma of foreskin," I said. My head was
almost as close to Frank's prick as Ben's, and his
cock odor reached me as well. The wet head, speckled
with white flecks of smegma,  continued to push out of
Frank's hood as it swelled, and I was enjoying the
sight. Frank's tip was red, unlike mine and Ben's,
which were purple. Frank's glans was helmet-shaped,
like mine, but the front dome was parted by a deep
cleft, so that it looked slightly like a pair of
buttocks. The long slit was recessed inside this
cleft, and was already seeping lubricant.
"I love the taste of the head, and the juice that
comes out of the slit. I also like the cheese, as long
as it's fresh like yours," Ben mumbled as his tongue
continued to work around the edge of the foreskin,
then came forward to probe the cleft, picking up the
clear lubricant mingled with flecks of white. By this
time, I was fully hard, my helmet making a big bulge
in the end of my foreskin, which still covered it
completely. Ben's tongue had licked Frank's tip clean,
and now it glistened wetly, covered only by Ben's
saliva. Ben had stopped handling my prick, but I was
very excited by the action we were giving Frank's
prick.
Frank's penis was very slightly longer than my six
inches, and had a graceful upward curve with erection.
A large vein ran along the top of the shaft. Mine
measured exactly six from pubic bone to the end of the
glans, and Ben's was about six and a half. We were all
at least of average thickness, and Ben's and mine had
a big vein on their right sides.
"Your head's still half-covered," I said to Ben.
"That's how you used to be when you were soft." Ben
was now hard, and the sheath had retreated to leave
the front dome exposed. I saw that Ben's long slit had
pouted, forming an oval, filled with a large drop of
clear fluid. I removed my hand from Frank's thigh and
touched the tip of Ben's bell-shaped glans, wetting
it, and then brought it to my lips.
"Tastes salty," I commented. "Frank, you want a taste
of Ben's lube?"
"I'd love to taste it," he replied. "I've tasted Ben's
juice before, and always loved it." I dipped my finger
into Ben's lube again and brought it to Frank's lips,
coating them with the clear viscous fluid.
"There, now you can lick it off your lips." I again
caressed Frank's inner thighs as he licked at his
lips, savoring the exciting flavor. Now Ben had
Frank's hood all the way back, revealing the flaring
rim with its sexy upturn. He blew on Frank's swollen
helmet, and I saw Frank's penis jerk with the sudden
sensation.
"Feels cold," he murmured in delight. "You're really
an expert at making my cock feel good." Now Ben's
tongue-tip flicked out to burrow into the cleft again,
lapping up the lubricant and moving down to the deep
triangular groove under the head where the two sides
of the glans met. When he touched Frank's
tightly-stretched gee-string Frank moaned. Meanwhile,
I'd begun kneading Frank's balls, feeling his sac
contract with his excitement.
"There's more to come," Ben said as he grasped Ben's
penis behind the head, pulling the foreskin farther
back. The tension bared the deep groove behind the
flaring rim, and Ben's tongue followed, running around
the furrow from the bottom to the top and down the
other side to lick away the whitish coat that covered
the back-face of Frank's corona. Ben pulled harder to
make Ben's gee-string tug the head down towards his
balls, which we all knew produced a delightfully
erotic feeling. We watched Frank's helmet become
distorted with the tension, the dome leaning over and
down as the gee-string tugged it.
"I can feel myself leaking," Frank commented. I knew
what he meant. On the rare occasions when I secreted
lubricant, I'd feel each drop crawling up my tube.
Drops of lubricant seeped from his slit, which was now
gaping, running down the groove onto Ben's waiting
tongue. Ben licked at Frank's taut gee-string, adding
to his sensations. I shuffled myself around to take
the half-exposed head of Ben's erection between my
lips, my tongue probing his long oval slit. The salty
taste excited me, as did the musky aroma of his glans
and foreskin.
I pushed my tongue under Ben's hood until I touched
the rim, and worked my tongue down one side of the big
purple bell. Now my lips pushed Ben's hood all the way
back to reveal the bell-shaped head. Ben's glans was
large and full, like mine, but the rim dropped almost
straight down around the shaft, and the flaring upturn
gave it a bell-like shape.
"Better stop that," Ben admonished. "I love the
feeling but you'll make me come before we get Frank
finished off." I returned my attention to Frank's
scrotum. Ben's fist clamped around Frank's shaft,
pulling the foreskin up over the engorged head, then
letting go to allow it to peel back once more. This
stroke had compressed Frank's rim, and now I saw it
fill with blood again, swelling to full size.
"You guys will have me coming soon," Frank whispered.
Ben pulled back hard on his foreskin again, to expose
the groove and put tension on his gee-string.
"My bladder's full," I commented to Frank. "I'm sure
yours is too."
"Right. Drinking that coffee was a good idea. I picked
it up from Ben."
"And I picked it up from Chris," said Ben. Chris was
another friend who had taught us some sophisticated
techniques of stimulation.
My glans was still hidden inside its shroud, but Ben's
was completely exposed, dark purple and wet. I slid
his hood forward as far as it would go, half-way up
the head, to keep the rim protected and moist. Frank's
glans was deeper red than before and angry looking, an
unmistakable sign that his climax was imminent.
"You're close, Frank, very red, and this is the home
stretch," Ben said as his lips closed around Frank's
straining tip. I knew that he'd excite Frank even more
with lip action, then trigger his orgasm by scraping
his teeth on it, the way he'd done to me several
times. Frank's breathing became faster and more
shallow, and I saw his eyes close. His scrotum was
tightly drawn up against his body, and I kneaded the
twin orbs inside his sac.
I knew the sensations were affecting Frank deeply
because he began to moan, and now I removed my hand
from his thigh to clamp it tightly around the base of
his shaft. This, I knew, would constrict the veins and
bring his erection to its final swelling. Ben's
fingers were still holding Frank's foreskin tightly
stretched to let his lips engulf the glans right down
to the groove.
It was obvious when Ben scraped the surface of Frank's
hard, swollen helmet with his teeth because Frank
yelped: "Yah! Yah! Yah!" as his hips bucked. I felt
the hard pulse of his orgasm in his shaft as he shot,
and I saw Ben's Adam's apple bob as he swallowed
Frank's first jet. Frank yelped again, overwhelmed by
the acute sensations, and released another load. I
could feel his urethra pulsing as the torrent of cream
shot through it, and I pulled down hard on his scrotal
skin, stretching the contracted sac as far as it would
go.
Frank creamed several more times before I felt the
throbs in his shaft weakening, and then Ben removed
his head so that we could watch Frank's engorged red
glans seeping the last drops. It was wet and shiny,
and we could see it throbbing as Frank's sensations
faded. I moved forward to lick at the gaping slit,
gathering the seepage on my
 tongue and savoring the heavy chlorine taste as Frank
began to relax.
I knew that Frank's engorged helmet was now
super-sensitive, so I licked very delicately at the
still seeping slit. I removed my hand from his shaft
to allow Ben to milk it, and he pressed a finger into
the urethra at the base and moved it forward, pushing
the residue ahead of it. The mixture of white cream
and clear lubricant poured onto my tongue, and I
swallowed it eagerly.
Frank was very quiet now, absorbed by the after-shock
of orgasm, and we let him rest for a couple of minutes
until he opened his eyes. Ben leaned over to kiss him
on the lips, his trademark. Ben was an avid kisser,
and always kissed anyone he'd just brought to orgasm.
Frank reached an arm up and pulled Ben down to him for
a hug.
"You two really did it to me," he said. "That was a
terrific come. All those sensations at once...."
"We wanted you to have the best orgasm possible," I
said.
"I did. Ben was sucking my tip, someone pulled my skin
back so hard it almost tore, I felt my gee-string
being stretched..." I noticed his erection was
softening somewhat, and his foreskin had slipped over
the rim and begun to crawl towards the front of his
glans.
"I clamped my fingers around the base of your shaft,"
I contributed.
"Was that you squeezing my balls?"
"Yes it was. Four hands are better than two, right?"
"Ben's lips too," Frank replied. "Now that I've come,
I really have to pee. The pressure's so high it even
hurts." He rose and headed for the bathroom, where he
stood in front of the sink.
"Can you pee?" Ben asked with concern. "Or are you
still too hard?"
"I need to, but I'm still swollen deep inside. I've
got to relax." Ben turned on the water, adjusting it
to very warm, and said to me:
"Skin him back, Jack. Pouring warm water over the head
will make him pee." I grasped Frank's foreskin and
slid it back, holding it behind his rim. Ben cupped
his hand and scooped the warm water up, pouring it
over the naked tip. I could almost feel Frank relaxing
as the warm water took effect, and after several
scoops I saw a dribble of urine pour from between the
deeply set lips of his slit.
"Keep doing that, Ben," Frank muttered as he closed
his eyes. The dribble quickly became a stream as his
sphincter relaxed, and soon was a thick yellow jet
pouring down the drain.
"Ooooohhhh, that feels sooooooo gooooooood!" he
exclaimed, enjoying the sensation. "A hot piss is
always nice." He slumped slightly, the tension leaving
his body, and in another minute was utterly drained. I
reached between his legs with a finger, probing for
the urethra, and slowly stroked it to milk the residue
from him. When he was dry, I pulled his foreskin
forward over the shrunken penis, and we returned to
the bed.
"I'm going to hold off emptying my bladder," Ben said.
I nodded assent, and then Frank spoke:
"Our pricks are all `growers, I noticed. They're all
small when soft, and blow up to at least six inches."
"Yes, we're all that way, I said. "Mine needs that
long foreskin to keep the head covered when hard. I
saw that your hood skins back almost all the way when
you get hard."
"Mine does. Does your skin stay back when you peel
it?" he asked.
"Yes it does. It locks behind my rim."
"I noticed you've got a flaring rim, like mine. Ben's
skin always peeled back all the way before, but now
he's got enough to cover half the head when he's
hard." He turned to Ben. "Does yours stay back now
when you peel it?"
"It sure does, Frank. I've got a flaring rim just like
you and Jack."
"Your long foreskin's a real turn-on for me," Frank
said. "I didn't get a chance to handle it, but now I
want to jack you. I've done Ben several times, but now
I want to do you."
"Help yourself." I lay back on the bed. "Is that all
right with you, Ben?"
"Sure. Frank and I will do you. I'll cup your balls,
and Frank will do your prick."
"I'll worship your foreskin," Frank said as he took
hold of the end of my hood. My penis had softened
slightly but now it rapidly swelled as Frank pulled on
my foreskin, jiggling it from side to side. I felt
Ben's hand slip between my legs to cup my tight sac.
"I love doing this to a long foreskin. See the big
head sliding around inside it?" I not only saw it, but
felt it, the gentle friction of my foreskin
stimulating my nerve endings. Frank's action was also
stretching the many nerve endings in my hood, adding
to my sensations. Now Ben had begun caressing the
insides of my thighs.
Frank steadied my penis and pushed his index finger
into the hood, working it side to side across my slit.
His touch made my glans tingle, and when he pushed his
finger into the triangular groove under the head my
prick jerked in his hand.
"I hit your hot spot, didn't I?" he asked
unnecessarily. He pushed his finger deeper into the
sac of my tight foreskin, stretching it as he probed
for my rim. The rough surface of his fingertip
caressed my swollen corona, following its contours
down and around under the skin.
"Now I want to peel it back," Frank said. "With a long
foreskin like that, it'll be great to see how it
works." He began sliding my foreskin back over the
engorged glans.
"Just a bit at a time," Ben cautioned. "Jack likes his
foreskin stretched slowly."
"I know. Once I handled another guy with a foreskin
like this one. He liked it pulled back a bit, then
forward, then back a little more..." Frank pulled my
foreskin forward again, stretching it out beyond the
turgid helmet. Now he pushed back on it, and I felt
the delicious stretching sensation as it slid back
over my glans until a dime-sized opening was exposed.
Frank pulled it forward again, and then pushed it back
until the opening was a circle to size of a quarter.

"That's an unusual slit," he observed. He leaned
forward and touched the tip of his tongue to my slit,
sending a thrill deep into my glans.
"Jack's got what we call a `teardrop' slit. When he
gets hard, the lips separate to form a teardrop
shape." Ben kept caressing my thighs as he spoke.
"Smells and tastes good, too," Frank commented. "I
love that foreskin odor. Jack's cock smells delicious,
although he's not cheesy like me." He worked my
foreskin forward again, then back a little more,
leaning forward to lick the round purple dome of my
glans. Still holding my sheath back, he worked his
tongue around the forward edge, stimulating the nerve
endings in my foreskin and helmet. Now I felt Ben's
fingers clamp tightly around the base of my shaft.
"This will make it harder," he commented. "I know he's
hard already, but he'll swell a little more with this,
just like you did." I felt the constriction in the
veins of my shaft, and my glans strained with the
augmented blood pressure.
"It's beautiful," Frank said as he pulled my foreskin
forward, and then pushed it back far enough to uncover
the entire front dome, including the twin lobes under
the head. "He's got a real lollypop head. Great to
suck. I like to run my tongue under the foreskin,
too." His tongue lapped around the circumference of
the foreskin's orifice, and over the dome, stopping to
probe my slit. A shiver ran through my body.
"You're a real expert with foreskins," I told Frank.
"Why not? I've got one of my own, and I've had lots of
practice with guys like Ben and you. I know what feels
best to a dick like yours." Now he pulled my hood
outward, away from my body, and pushed it back until
it stretched over my rim. His tongue worked around the
mostly exposed glans, sending hot thrills down my
shaft.
"Jack's getting very excited with what you're doing,"
Ben said. "You'll make him cream a big load."
"How's your bladder?" Frank asked me.
"Full, very full. Lots of pressure in there."
"Then I'd better make you come before it bursts,"
Frank laughed. He pulled my hood towards him then
slowly pushed it fully back, and I felt my long
foreskin poised on my flaring rim for an instant
before snapping down into the deep groove behind the
head.
"Do him like I did you," Ben urged. "But since he's
got so much skin, bring the skin forward when you suck
him."
Frank understood, and brought my foreskin forward over
my glans and his tongue. Now his lips closed around
the front of the head, pushing the hood back. His lips
reached my corona and his warm fingers stretched my
foreskin back farther to bare the deep groove behind
it. I felt his lips enclose my corona and groove,
sending hot thrills into my nerve endings.
Now he pulled his lips back, his fist bringing my
foreskin forward to cover the head. He changed
direction and pulled my sheath back, his lips
following it down my glans.
"He's got a really hot purple tip," Frank exclaimed.
"So smooth, so hard. The foreskin's really hot and
thick, too."
"Work on that big helmet," Ben said as he kept
kneading my orbs inside their tight sac. His other
hand kept coursing up and down the insides of my
thighs, providing subtle sensations that gently pushed
me towards the brink.
"Now for the finale. I'm going to stop talking. I'll
be too busy making Jack's big prick shoot." Frank
pulled my hood forward as his lips withdrew, then
pushed his mouth down on my glans, forcing the thick
foreskin back over the rim. He'd been doing it slowly,
but now picked up the pace, and I felt the effects of
the wet friction. The surface of my glans tingled
lightly wherever his lips caressed it, drawing me
towards the point of no return.
"Your helmet's dark purple now, and the surface looks
really hard," Ben murmured in my ear. Frank grunted
assent, all he could do with his mouth working on my
swollen tip. Now my glans was filled with a hard
tickling sensation as the nerve endings screamed under
the stimulation. I began withdrawing into myself,
focusing totally on the delicious sensations down
below, and my awareness of the outside world faded.
"Use your teeth, Frank," coached Ben. The tickling
feeling had changed to a hot tingle pervading my glans
and shaft, and when Frank's teeth scraped the hard
surface my sensations exploded.
"Aaaaahhhhhhhhh! Aaaaaaahhhhhhhh!" I heard myself cry
out as my cock-root contracted to shoot a stream of
hot lava burning its way up my tube. The burning
sensation of my hot cream added to my excitement, and
when Frank's teeth again scraped the broad upper
surface of my glans I exploded again. I was totally
helpless as they worked on my prick and balls, adding
sensation to sensation, thrusting me further into the
hot frenzy of orgasm.
Time had stopped because I was aware only of the hot
pulses in my prick and cock-root, punctuated by the
scrapes along my straining glans. I writhed on the
bed, crying out mindlessly and helplessly, overwhelmed
by the hot sensations Ben and Frank were giving me.
Frank's hot lips sucked the cream from my glans as
each jet erupted.
Time had stopped. I was lying on my back, aware that
the insistent pulsing in my prick had stopped, and
that my penis was lying flat on my stomach. I slowly
opened my eyes to see Ben and Frank looking down at
me. Ben's lips spread in a lovely smile before he
pressed them against mine.
"You almost drowned me in cream," Frank said. "Ben
said you don't leak much pre-come, but you sure shot
enough juice. I was torpid, feeling totally drained,
unable to move. I felt my erection begin to soften,
and Ben's fingers delicately pulled my foreskin
forward over the helmet. His touch caused my cock-root
to throb, and I became aware of a new need.
"Gotta pee," I said, struggling to rise. Ben and
Frank's strong hands helped me, and soon I was
standing in front of the bathroom sink. My crotch
muscles were still too tense to let my flow begin, and
Ben understood this.
"You know the drill," Ben said to me. "We'll use hot
water, like we did to Frank." I saw and felt Frank's
fingers peeling back my foreskin far enough to lock it
behind the rim as Ben adjusted the water. My sphincter
was locked up tightly, but the first rush of hot water
over my naked glans caused a sharp contraction deep
inside. Ben cupped another handful of water over my
purple tip, and now I felt a trickle begin deep inside
as my sphincter began to loosen. A hot trickle seeped
down my penis to drop into the sink as Ben poured more
water over the still swollen head.
Now my trickle became a stream, and then a hot,
blasting torrent shooting through my penis and out the
pouting lips of my orifice. I took a deep breath and
relaxed, as the pressure in my bladder was rapidly
diminishing. Frank kept my stream aimed down the drain
to avoid splashing, and after a minute or two I was
drained.

"That was enough to flush all the cream out of your
tube," Frank commented as he pressed a fingertip into
my perineum, stroking forward to bring the residue
through my urethra. Several large drops emerged from
my slit, and Frank gave my penis a final squeeze as he
covered my shrinking glans with foreskin. The tight
penis jacket hesitated at the flaring rim, then slid
fully forward to shroud my helmet.
"Man, your foreskin's tighter than mine and Ben's,"
Frank commented. "I see it slides back, but then it's
like a tight collar behind the rim." Frank lightly
fingered my foreskin's nipple as he spoke, lovingly
rolling it between thumb and forefinger.
"Jack's hood makes a tight collar behind the head and
I think that adds to his pleasure," Ben said. "It acts
like a tourniquet, and really makes the big helmet
swell. His foreskin's really tight around the neck of
his cock, and I think it squeezes the veins."
"Oh, yeah, I noticed how swollen it was when I was
sucking him," Frank added. "His rim really flared, and
the surface was hard, like polished marble." I turned
to Ben:
"You have to pee? You've been waiting a long time."
Ben's penis was at full erection, and I was sure the
pressure in his bladder helped to maintain his
hardness.
"I guess I could," he said as he skinned back his
hood. "I think I ought to relieve the pressure right
now, and then we can take a break and drink more
coffee." I turned on the water and scooped some onto
his now naked glans, the hot liquid making it bob by
reflex action. His distended slit formed an oval
shape, right now filled with lubricant, but seconds
later a slight yellow trickle seeped from its lips. I
scooped more hot water onto his naked bell-shaped
head, and watched the flow increase as his sphincter
relaxed.
Instead of dribbling, the liquid now arced as it
gushed from his slit. I aimed it at the drain and
lowered my head to watch his slit distend to a perfect
circle as the pressure increased the flow to a
torrent. When he'd finished, I held his prick as Frank
milked the underside with a finger, then slid the
foreskin forward. It covered the head completely, as
his penis had relaxed as his bladder had emptied, and
the foreskin formed in a pucker at the end.
In the kitchen, Frank and I sat while Ben prepared
more coffee. We hadn't bothered to dress, mainly
because we enjoyed looking at each other's bodies. Our
cocks were now limp, although I knew that Ben would
become instantly hard once we resumed our sex play. He
hadn't come yet, and had a lot of pent-up cream to
shoot.
"You're next," Frank commented as Ben poured the
coffee. Ben's limp prick was within his grasp, and he
wrapped his fingers around it, pulling Ben towards
him. Frank's tongue licked at the puckered end of
Ben's cock-jacket, tracing the orifice, then Frank
insinuated his tongue into the pucker. I saw the
outline of Frank's thick tongue-tip inside Ben's hood
as he probed for the slit, then began moving his
tongue in small circles inside the foreskin,
stretching it slightly. He stopped momentarily to say:
"I like to work my tongue inside a foreskin. That lets
me taste the cock-head, and stretch the foreskin too.
I know how good stretching that skin feels," Frank now
resumed probing Ben's foreskin.
"Wow! That feels good," Ben said as Frank's tongue-tip
played inside the foreskin of his now swelling prick.
Frank's tongue probed deeper, and I saw it distend the
foreskin as it reached Ben's corona. Frank withdrew
his tongue and we both saw Ben's prick, now almost
erect, the hood drawn back from the front of the head
to expose Ben's slit.
"Now feel this!" Frank said as he traced small circles
around Ben's leaking slit, lapping up the viscous
lubricant and swallowing it avidly. Ben's cock came to
full erection under this treatment, and now the front
half of his bell-shaped purple head was in view. Frank
licked around the edge of the foreskin, going in
circles to hit every spot. His tongue brushed the
swollen glans as he continued to trace the edge of
Ben's hood, and Ben's slit seeped more lubricant,
which Frank immediately lapped up. Now his tongue-tip
lashed Ben's slit from side to side, stretching the
delicate lips and making Ben stand on tip-toe.
Witnessing this made me eager to have a turn at Ben's
cock.
"Can I try?" I asked. Ben moved over to stand beside
me and I grasped his hard shaft to stead it as I moved
my tongue-tip in small circles around his slit. Now I
changed my tactics, moving my tongue up and down the
length of the slit, tasting his salty juice. I began
tracing the edge of his partly retracted foreskin,
feeling the glans harden further as my tongue brushed
it.
"You're really doing a number on Ben's prick," Frank
exclaimed as he watched the action. I ran my tongue
under the head, probing into the triangular groove
where the gee-string was attached. Ben's cock jerked
suddenly as the sharp sensations stabbed into his
tender glans, and a heavy drop of lube poured from his
oval slit onto my tongue. Now I stopped.
"I love that aroma. We'd better drink our coffee
though," I said. "You can wait a little longer, Ben.
With both of us working on you, you'll really blast
off." Ben was very aroused, not only from our tongues
playing around his prick, but from the recent
experience of helping Frank and me to get off. He sat
down next to me, and gulped his coffee, his erection
visible evidence of his eagerness and impatience. I
closed my fingers around the middle of Ben's shaft,
dragging the skin down to the base and pulling the
foreskin back to bare his beautiful bell-shaped head.
"I really like playing with Ben's prick," said Frank.
"Now that he's got more skin, it's more exciting." Ben
poured the rest of the coffee into our cups and we
lingered in the kitchen only long enough to finish it.

Ben lay supine on the bed, legs spread, and Frank and
I moved into position on either side of him. Frank
grasped Ben's hard cock around the base, holding it up
so that his tongue had full access, while I cupped
Ben's loose sac. Frank pushed Ben's foreskin up to
cover almost the entire purple bell. With the first
touch, I felt it tightening, drawing up against his
body. I saw Frank's tongue stabbing into Ben's oval
orifice, searching for more of the delicious dew.
Now Frank's lips pushed back Ben's shroud, baring the
head, as I caressed the insides of Ben's thighs. Ben's
foreskin was gathered in a thick roll behind his rim.
"Really beautiful," Frank said, gazing at Ben's
bell-shaped glans. "Looks so sexy, with that high
curved rim." His tongue traced Ben's corona, down one
side, lingering in the hot spot under the head, then
running up the other side. Ben's lubricant was now a
constant flow, and Frank spread it over the head with
his lips and tongue.
"I'm going to keep him skinned back," he said as his
tongue worked around the engorged bell. I saw his
fingers tighten around the base of Ben's shaft,
clamping shut the veins. The effect was immediate. The
head seemed to expand slightly, and it turned darker
purple.
"You're doing fine," I encouraged him. "See the color
change? He's close, very close."
Frank now worked his lips up and down Ben's straining
glans. I knew Ben was trying to relax to prolong the
anticipation, but his bladder was filling rapidly,
making his body tense. His balls were now tight
against his body, and I grasped the lower edge of his
sac and stretched his scrotum, knowing that this would
add to his excitement.
Ben's breathing was now heavy, punctuated by moans as
Frank and I worked over his crotch area. His arms were
spread out, as were his legs, and I saw his toes curl.
Ben's eyes closed as his breathing became ragged, and
his chest heaved. His dark, swollen tip, surrounded by
the ring of drawn-back foreskin ached for relief, as
mine had minutes ago. Suddenly, Ben's body shuddered
hard, and I knew that Frank had scraped Ben's taut
glans with his teeth, triggering his climax.
"HAH! HAH! HAH! HAH!" Ben grunted loudly, and I saw
Frank's Adams apple working to swallow Ben's first
discharge. Ben's straining body jerked as he disgorged
another load, and another. Frank's lips bobbed up and
down the length of his glans, sucking avidly as Ben's
thick creamy discharges erupted from his hole.
When Frank stopped, I knew it was because he sensed
that Ben's glans had become super-sensitive. He
removed his mouth and I saw white cream seeping from
the top of Ben's bell, running down its purple surface
and down his shaft. Now Frank leaned forward again and
lapped at Ben's shaft, licking up all traces of cream.

Ben's cock was softening, and Frank pulled his
foreskin forward to shroud the shrinking head. The
hood formed a loose pucker in front, loose because it
had been stretched tightly back over the diameter of
Ben's shaft.
"I'm going to start stretching my skin with one of
those balls," Frank said. "The way Ben's skin
stretched he'll be able to dock me one of these
months. Maybe I can do the same for him if I work at
it."
We lay languidly on the bed, limbs intertwined, our
cocks now flaccid, feeling perfectly satisfied with
our morning's efforts. Sleep crept over us lightly,
and we drifted off.
Upon awakening several hours later, I saw that Frank
and Ben were still asleep. Ben's foreskin had
tightened over the end of his penis to form its usual
pucker, and I knew that when he awoke he'd have to
rush into the bathroom. I wondered what we'd do during
the afternoon, and I soon found out, but that's
another story.

The end of Part 3