Date: Tue, 14 Oct 2014 13:05:29 -0700
From: Ben DOver <benjamin_dover69@yahoo.com>
Subject: Trey 3

This is the third and last installment of Trey.  I hope you enjoyed the
first two and can have some fun with this one too.

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This story is mostly standalone, but I would encourage you to read Trey 1
and Trey 2 first.


Trey Part 3:  Sleepover at My House


Trey was going to stay the night with me Friday.  I was a little nervous, a
tiny bit scared, but mostly I was really excited.  It was Spring now, and
we had only had one other sleepover since the first one.

The second sleepover was in the winter and I went to his house again.  I
didn't get there until Saturday afternoon, and it had started to rain
almost immediately.  His Dad was working in the barn so we couldn't play
there.  His brother was home and hanging in the den which was next to
Trey's room.  Last sleepover at his house, his brother had been out fishing
all night.  That's why I didn't see him and why we were able to be kinda
noisy and not worry about it.  His parents room was on the other side of
the house.

After supper we went to the barn and helped his Dad.  He was cutting wood
for a dog house for Trey's grandmother.  We helped measure the planks and
got to help him with the table saw.  I had used a table saw in shop class,
and my Dad had a circular saw at home that I used sometimes.  It was pretty
cool to actually help build something that was going to be used, unlike the
clock I built at school.  I had a good time but, you know, it wasn't
exactly the good time I wanted to have in the barn.  Trey's Dad stayed
there after the wood was cut and started sanding. He ended up staying in
the barn really late so we were not able to go there alone.  We got bored
so we went back to the house.  His brother stayed in the Den watching TV
until late that night. So all we were able to do play wise was go to Trey's
room and quietly jack each other off.  We hardly kissed at all and just
sucked for a few seconds each.  We tried to stay up until his brother went
to bed so we could do more, but we were both sleepy and fell asleep before
he went to bed.

The next morning we had to go to church at Trey's little country church.
We went to Sunday school, then skipped out of church and went into the
woods.  It was pretty cold, it might have been forty degrees.  He got down
on his knees and I unzipped my pants enough to get my dick out and he
sucked me.  It felt good, he used his tongue a little but mostly just went
up and down with his teeth covered.  He had not had a chance to practice so
this was only his second blow job.  When I was about to cum, I told him to
stop and finished by jacking myself.  I was afraid if he jacked me I would
have gotten cum on my clothes.  I did the same for him, but I held on tight
and swallowed his cum.  It wasn't like the first time, when it kinda felt
romantic.  It was more like when I played with other boys and we were just
trying to get off.  It was fun, but just not the same.  He still smelled
just as good and I did really enjoy sucking his dick and swallowing his
cum.  We kissed for just a few seconds afterward.  We were both afraid of
getting caught so we just hung around the front of the church until the
service was over.  His Mom was pretty pissed that we missed the service and
gave us a lecture.  That didn't usually happen with me and parents.  They
usually only had nice things to say about me so I felt pretty bad about it.
My mom picked me up and that was the end of our second time together.

Friday was going to be our third sleepover.  We had been hanging out more
in school, and if we went to the bathroom at the same time, we always tried
to jack each other just a little bit.  Once I had even sucked him for about
ten seconds in the bathroom.  It was pretty naughty and dangerous and very
cool.  I didn't do that with any of my other friends.  We also would play
with ourselves in Science class, where we sat next to each other on the
back row.  We would make a hole in our pants pocket and rub ourselves and
then show each other our bulges.  That was fun too, but nothing like being
in the same bed together.  We would often talk in PE about how we wanted to
suck each other and play with each other.  We even talked about
cornholing. I thought it was just to be naughty, but I had been cornholed
once by my best friend Alex.  He was a lot smaller than Trey so I didn't
think seriously about letting Trey do it. That is until I saw something
interesting.

I had a good friend, Chris, who was a year older than me.  We didn't fool
around.  He never seemed like he was interested whenever I brought it up
when we were a little younger, so I quit trying.  We were both into playing
music.  He played piano and guitar and I played drums and trumpet.  His
older brother also played piano and guitar and the three of us would play
songs together.  Mostly stuff like Jim Croce, Elton John and we played a
mean Gimme Three Steps.  At least we thought it was a mean Gimme Three
Steps.  We also still played with GI Joe and Micronauts.  Micronauts were
like three inch tall robot figures and we both had a ton of them.  We would
have all kinds of battles in his downstairs.  A couple weeks before Trey's
sleepover, I was playing Micronauts at Chris's house.  We were having a
battle and I ended up in his brothers room.  I was putting a Micronaut on
his dresser when I saw a magazine sticking out from under his bed.  I
pulled it out and couldn't believe it.  It was like playgirl but a lot more
raunchy.  The guys had hard-ons and were doing all the things I liked to
do.  It showed guys kissing each other, sucking each other, jacking each
other and even cornholing!  The first cornholing picture showed one guy on
all fours with another guy behind him, just like Alex and I had done.  The
guy on all fours was looking back with a smile on his face.  Then it showed
the same guy on his back with his legs over the other guys shoulders. They
were looking at each other while the other guys dick was in his butt. The
guy on the bottom had a look on his face like he was really liking it.  I
didn't even know two guys could do it like that.  Then it showed the same
position but the guy on the bottom had his legs wrapped his friends waist
and they were kissing.  Wow!  That seemed like a lot more fun than doggy
style.  I heard Chris ask me what I was doing and I shoved the magazine
under the bed and said just putting my men down. He said to not play in his
brothers room so I didn't get a chance to look at the magazine anymore.
And I also thought maybe I was trying to play with the wrong brother.  But
he was 17 and I wasn't interested in him anyway.  But that magazine did get
my wheels turning.  And my dick hard!

Friday would be the first time Trey stayed at my house.  My bedroom was
downstairs and I was the only one that slept down there.  I had a stereo in
my room and my parents hardly ever came down to check on me after bedtime.
I was usually up late reading, but Friday I wanted to be up late doing
other things.  I figured we would have a lot of time to play and that we
would be kissing and sucking a lot.  I was also interested in maybe
cornholing.  I wasn't sure if he would want to, and I wasn't sure that I
would want to but I wanted to be prepared.  The first time Alex cornholed
me we didn't know about using lubrication.  He was only able to get the
head of his dick in and it just wouldn't go any further.  The second time,
we used some of my Moms Vaseline.  That time his dick went right in with no
trouble at all.  It hurt for a couple minutes then it didn't hurt anymore.
But his dick was maybe a little over three inches long and pretty thin.  We
had done it doggy style and I had really liked it when he finished and just
laid on my back for a couple minutes.  That was my most favorite part.
This was about a year ago and he had said it was the best fooling around we
had ever done.  I figured if he liked it that much, then Trey would really
like it.  But I wasn't sure I wanted his bigger dick in my butt.

My mom had a large glass Vaseline jar in her bathroom.  The day before our
sleepover, I scooped some out of it and put it in plastic wrap and hid it
in my room.  I got a lot more than I had with Alex and I was worried she
would notice, so I smoothed it out in the jar and I hoped she couldn't tell
a lot was gone.  I also made sure I had extra washcloths in my bathroom.  I
wasn't sure how much of a mess we would make and I wanted Trey to be able
to clean his dick real good. Alex had to clean his dick afterward so that I
could suck him.

School on Friday seemed to take forever, but finally we were on the school
bus home.  Trey had brought a bag of clothes to school and as soon as we
got to my house, we went to put it in my room.  I closed the door behind us
as we went in.  He put his bag on a chair in my room and turned around. I
was right behind him so he kinda turned into me.  We both knew what we were
gonna do later and I thought we both wanted to do things now, but talking
dirty in school and actually being beside each other with a chance to do
things are just different.  I wanted to take him in my arms and start
kissing him, and maybe he wanted that too, but we just kinda smiled
sheepishly and looked down.  It was just a little weird.

'You want to go outside?' I asked.

'Sure' he replied.

We went outside and started shooting basketball in my driveway.  There was
a weird tension between us.  I guess it was sexual tension.  I thought we
needed to just hang out for a while and sorta work our way into being
comfortable with each other.  While we were playing, I would sometimes
guard him and get real close.  He would turn his back and I would put my
front right on his butt.  I did this a few times and then he started
guarding me the same way, pushing his front into my butt.  He was backing
up into me and I was just trying to stand my ground.  I played basketball
all the time with my friends, but I thought this was sorta a sex dance and
it made me laugh to myself.  When he turned to shoot, instead of trying to
block his shot, I grabbed his crotch.  It worked, he didn't make the shot
and it made both of us laugh.  That seemed to break the ice and it didn't
feel weird anymore.

We quit playing basketball and just sat in the driveway talking.  We were
sitting cross legged and our knees were touching.  We were talking about
school but our minds were definitely on playing around cause we kept
touching our knees together and sorta rubbing them against each other.  We
were both grinning a lot.  My neighbor Johnny, who was three years younger
than us, rode his bike into my driveway and asked what we were doing and if
he could play with us.  We said sure and we all started playing basketball
again. After a while, Johnny asked if we wanted to come to his house and
play with his Lego's.  I don't know if Trey ever played with Lego's, but
that was one of Johnny's favorite things to do and I would play with him
almost anytime he wanted.

Johnny was a really cute and thin blond boy but we had never played around.
He was more my little friend who I would play younger stuff with.  I knew
other younger kids that I might see if they were interested in playing, but
Johnny seemed too young, maybe too innocent, to even try to get to play.
We went to Johnny's and built a castle out of Legos, he had a ton of them.
Trey said he had not played with Lego's in a long time but the three of us
had fun and laughed a lot.  I called Mom and got permission to stay later
and we played with Johnny for a couple hours more and then around nine
Johnny's mom said he had to get ready for bed.  We got up to leave and
Johnny gave both of us hugs goodbye.  His mom told Johnny to get in the
bath and walked us to the door.  She told us Thanks for playing with Johnny
and how much he liked it when I came over.  That made me feel good.  So did
Johnny hugging me.  And not in a sexual way,
 it just felt good to know we had made him happy.

We walked back to my house and Trey said that Johnny was a cool kid.  I
already knew that and just said,

'Yep, he is'.

We got to my house and heated up hamburgers that mom had made earlier and
ate them while clowning around at the table.  My Mom and Dad were watching
TV in the den.  We cleaned up after ourselves and told my parents we were
going downstairs to play pool and then go to bed. They told us goodnight
and to have fun and not make too much noise.  I hoped we didn't make so
much noise they would come down.

We started playing pool and we made up a rule that if you missed a shot,
you had to pull your dick out of your pants until you made a shot.  We both
missed right away and we were both hard before we even pulled our dicks
out.  We ended up playing with our dicks out for the whole first game.
Trey said he had to use the bathroom and when he came back he said he had
washed his dick.  I just smiled and said good.  We made another rule then
that we had to play the whole time with our dicks out and if we missed a
shot, we had to suck the other guys dick for ten seconds.  He missed first
and come over to me, dropped to his knees and started sucking me.
 He was moving up and down on my dick with his teeth covered.  I told him
to just hold my dick in his mouth and use his tongue to lick my head then
go up and down and to keep alternating up and down with licking.  He ended
up sucking me for at least a minute and it felt so good.  He was getting
better at blow-jobs by the second.  When he pulled off, I intentionally
shot the cue ball into a pocket and immediately got on my knees and started
sucking him.  I undid his jeans button and pulled his pants down to his
knees so I could have better access to his dick.  I sucked him for over a
minute and then pulled off.

'You want to go to my room now?' I asked.  I was ready to suck and kiss and
who knows what else.

'Yeah', he said and he sorta waddled to my room with his pants still around
his knees. I followed him and locked the door and got down on my knees in
front of him.  I started sucking him again and tried to pull his pants all
the way off at the same time.  We had taken our shoes off when we were
playing pool and it was kinda tough, but we managed to get his pants off
without me having to pull off his dick.  I grabbed his butt and pulled him
into my mouth as hard as I could.  He smelled so good and I was really
getting into sucking him.  I was sorta humming.  He was rubbing his hands
all over my head and then started rubbing my cheeks and face.  His hands
were really soft and it was soooo sexy to have him do that.  I was making
slurping sounds and he was saying Oh Man and That feels so good and You are
really good at this and sometimes just saying ohhhhhh.

I suddenly realized how quiet it was except for our sounds and quickly
pulled off.  He dropped to his knees and started to unbutton my jeans but I
said

'Wait a second' and went to my stereo and turned on the country station.
He had played rock for me at his house and I wanted to play country for him
here.  I peeked out my door then ran to the playroom and turned out the
lights we had left on and came back to my bedroom, locking the door behind
me.  He was sitting on my bed, only wearing his blue knit shirt. His pink
dick was in front of his shirt and it looked really nice next to the blue.
I walked over to him which put my dick around his throat.  He reached out
and unbuttoned my pants and then pushed them down.  I stepped out of them
and threw them across the room.  I'm thirteen, you know.  I took off my
socks and then pulled my shirt off, moving my hips in what I thought was a
sexy way.  He laughed then bent down and sucked my dick into his mouth.  He
was able to get about four of my five inches in and then he pulled back so
that just my head was in his mouth.  He moved his tongue all around then
went back down again.  I put my hands on his shoulders because he was
making my legs weak. He was holding onto my hips.  He did that five or six
times and it was really feeling good. I knew I would cum soon so instead of
cumming now, I pulled out and climbed over him into the bed, laying on my
side facing him.  He turned around and then got on his side facing me.  We
kinda looked in each others eyes for a minute then started laughing.  We
still weren't good with this part.

We both stopped laughing and I scooted closer to him.  We were both leaning
up on one elbow.  I reached my left hand out to his neck and pulled him
closer and we started kissing.  I put my right arm under him and rolled
onto my back, pulling him with me.  Our chests were touching but our dicks
weren't.  I used my hands on his hips and tried to pull him on top of
me. He was too heavy for me to do that but he got the massage and got
totally on top of me, our dicks now mashed together.  We were really
kissing hard, both of us making lots of moaning noises.  I pulled on his
shirt and he leaned up some and pulled it off.  He put his hands down on
both sides of my shoulders and leaned down real slow until we were kissing
again.  I grabbed his butt and pulled him into me.  Our dicks were right
beside each other and we were both moving our hips, making them rub
together.  I really liked all the skin on skin contact.  This was more like
the first sleep over when I ended up cumming all over us.  I pretty much
decided then that I wanted him to cornhole me.  I was thinking that it
would feel so great if we were doing this but with him pushing his dick in
and out of my butt.  I wasn't thinking about if it would be painful. I was
just thinking about how close we would be and how neat it would be to cum
while he was inside me.

I pulled back from his mouth and asked him.

'Do you want to try cornholeing?'

It sounded funny coming out of my mouth and I almost laughed and said, Just
kidding, but I didn't.  I wasn't sure if saying it out loud wasn't too gay,
and he would say no, I don't want to do that, even though we were naked and
kissing and pressing our dicks against each other.

'I don't know.  I think it would hurt.'

'You can do me,' I said.  'I don't have to do you back.  I just think it
would be kinda neat and I think it may hurt but it will feel good too.  I
saw a guy getting cornholed in a magazine and he looked like he was liking
it a lot.'

He asked about me seeing the picture and I told him about being at Chris's
and finding his brothers magazine.

'I did it with Alex once, but he is a lot smaller than you and I don't even
know if it will work.  But I do want to try, if you want to.  I really like
kissing you and rubbing on you, and I just think it will be more fun to do
that and cornhole at the same time.'

I was being really honest, I guess, and I made myself look him in the eye
while I said it.  I was kinda scared now about what he would think and what
he would say.  We had joked about it, but this was the real thing.

He seemed to think about this for a few seconds.

'OK, but I don't know if I want you to cornhole me.  I will have to decide
after.'

Now I was starting to get really scared.  I wanted to do it but suddenly I
was worried about it hurting.  It had hurt when Alex put his little dick in
my butthole The pain ended up going away, but I wasn't sure it would go
away with Trey's big dick.  But I wasn't going to back down.  I guess I
wanted his dick in me more than I was scared about the pain.

Trey rolled off me and I got some washcloths I had stashed in my bedside
table drawer as well as the Vaseline I had put there and laid them on the
bed beside us.  I guess Trey knew I was ready to do this from the very
beginning now.

'A Boy Scout is always prepared, you know' I said while grinning.  He
grinned back and that made me feel better.

'How do we do it?'  he asked.

'Well,' I said, 'Alex did me doggy style but I want to try face to face.
The guy in the magazine was on his back with his legs on the other guys
shoulders.  I think we can try that.'

Trey got on his knees and I laid on my back in front of him.

'We need to use lots of Vaseline on your dick and my butthole'

Trey scooped up some Vaseline and rubbed it all over his dick.  I grabbed
his dick and then wiped my butt hole.  We wiped our hands on a washcloth
and I lifted my legs in the air.  Trey got on his knees and moved in closer
to me.  I put my legs on his shoulders.  I felt very weird and very
exposed.  We looked at each other and we didn't laugh. Then he bent down
and started kissing me.  This was nice.  His dick was touching my butt but
he wasn't trying to put it in.  I held his face in my hands and closed my
eyes.  I was shaking as we kissed.  I wanted him to push into me but I was
also pretty scared that it was really going to hurt.  I started moving my
butt around and his dick was moving over my hole and through my crack.  It
felt really great.  Every time he moved over my hole I tightened up and
kinda shivered.  I was still shaking like I was cold.  He pushed forward
but his dick just slid down my crack.  He did it again and it slipped up
toward my balls.  He reached down and held his dick straight and guided it
to my hole.  He started pushing and I could feel it right on my hole but it
didn't go in.  He pushed harder and suddenly his head popped right in.  It
hurt!  I mean it really hurt.  I tightened up everywhere and pulled away
from his kisses, opened my eyes wide and whispered really loudly,

'Stop!'

He looked scared and then pulled out.  That really hurt too!  I pulled my
legs off his shoulders and closed my eyes again and rolled onto my side.
It was still really hurting.  I believe the last time I cried was in forth
grade when a kid hit me on my nose with a baseball bat at recess.  That had
broken my nose.  But I had tears in my eyes and I couldn't stop them from
rolling down my face.  I wondered if I had broken my butt.  I was breathing
shallow but trying to get a deep breath and that was making my chest hurt.
This was not what I expected.  I could feel Trey lay down in front of me
and he started rubbing my back while saying,

'I'm sorry.  Are you OK?  What can I do?'  He sounded scared and that
actually made me feel a little better.  Rubbing my back probably helped
too.  I wiped my face and opened my eyes.  I tried to smile but it was more
a grimace than a smile.

'Not your fault.' I said and kinda sobbed just a little.  It was still
really hurting.  I imagined there would be some pain, but nothing like
this.

'I'm sorry, I'm sorry, I'm sorry' Trey was saying over and over and that
actually made me laugh a little.  I was still crying some and that was
pretty embarrassing.  I could tell he was really feeling bad.

'Really, it wasn't your fault.  I wanted you to do it but I think we did it
wrong. It was feeling really good when you were rubbing your dick over my
hole.  But when it went in, it was like everything tightened up and it
started to hurt really bad.'

Trey was rubbing my back and shoulder and he still looked scared.  I was
able to take a deep breath and that helped a lot.  I took another one and
was able to stop the tears.  I took another deep breath and wiped my face
and eyes again.  I just laid there and let Trey keep rubbing me.  The pain
was starting to go away, not entirely gone, but the hard pain right around
my hole was going down a lot.

'It's OK.  I'm feeling a lot better now.'

Trey kept rubbing my back and I reached out and put my hand on his hip.  I
closed my eyes again and started slowly rubbing his hip in time with him
rubbing my back.  We laid there for probably three or four minutes and we
didn't say anything.  It felt really nice to just lay there like that and
the pain totally went away.  Well, I still felt a little pain but hardly
any.  I opened my eyes and looked at Trey.

'OK, I think I'm ready to try again.'

'No way' Trey said, 'I'm not gonna hurt you like that again. Let's just
kiss and suck and stuff.'

'I want to try again.' I said.  'I think we might need to do it a different
way.  Maybe that's the expert way and we're just beginners.  Let's try you
on your back and I can sorta sit on you.'  I looked at his dick and saw he
was soft.  I knew I had gone soft but when I looked down at my dick I was
surprised.  His was still about four inches long even though he was soft.
Mine looked positively tiny, only about an inch and a half long like it was
trying to pull up inside me.  I never looked too big while soft, but this
was smaller than usual.  I wondered if that meant I was traumatized.

I scooted closer to him so that we were touching front to front and and
tried to hug him, though I couldn't really get my right arm under him.  I
closed my eyes.  We were cheek to cheek, me on the upper side.  I breathed
in really deep.  He smelled so good and I could feel my dick starting to
get hard again.  Our dicks were touching and I was getting Vaseline from
his dick on mine.  I moved my hips up and down and could feel his dick
starting to get hard too.  I opened my eyes and sorta pushed him back onto
his back and rolled with him so that I was on top of him.  I smiled.

'I'm OK.  I want to try this again.  I bet it won't hurt nearly as bad if I
can relax.  I bet you will slide in a lot easier.'

I bent down and we started kissing again.  We were getting pretty good at
kissing.  We were rubbing our tongues together and taking turns pushing
into the other ones mouth.  Sometimes I would lightly grab his tongue with
my teeth when it was in my mouth.  He started doing it back and it felt
really sexy. We were both grinding our hips into each other and soon we
were both very hard.  The Vaseline made our dicks slide against each other
and it felt really great.  I thought we needed to use it next time we just
wanted to lay on each other and kiss.  But I wanted to do more now.

We quit kissing and I got off him and got the Vaseline.  I was really glad
I had taken a bunch.
 We seemed to still have plenty.  We had been lying in the bed upside down,
our feet near the headboard, from when I had rolled away from him before,
so we flipped around.  He was on his back and his dick was really hard.  It
was jumping a little he was so hard.  I took some Vaseline and held his
dick in my fist to put it on.  He moved his hips in and out and sorta
jacked himself with my hand.  It was making a slurping sound and we both
laughed, but just for a second.  We were both being kinda serious now.  I
added more Vaseline to my butt hole, wiped my hands, and then straddled
him.  He was still looking worried.

'Stop worrying,' I said, 'I think this will work better and it won't hurt
this time.'

He didn't say anything.  I was sitting on his belly and his dick was
touching my butt, but nowhere near my hole.  I leaned down and started
kissing him again.  I had my hands on the bed and he reached under my arms
and grabbed my shoulders.  He was being pretty still.  I was kinda moving
my butt around so that his dick was in my crack and near my hole.  I moved
my hips up and down and was able to get his dick to rub over my hole and
through my crack.  It felt really good as his dick would go over my hole.
I leaned closer to him and used my left elbow on the bed and reached around
with my right hand and held his dick.  I kinda thrust my butt in the air
more and I was able to move his dick up and down my hole.  That made me
feel really really good.  I was tensing up but trying to relax my hole as I
was rubbing it with his dick.  I stopped moving his dick and put it right
on my hole.  I pushed back but it slipped down.  I held it right on my hole
again and pushed back but the same thing happened.  His dick curved some
toward his belly and I figured that was just the natural way for it to move
when I pushed.  I kinda sat up some and held his dick more upright.  I was
able to get it on my hole and just held it right there. I kept tensing
up. I would concentrate on relaxing and was rubbing his dick through my
crack and over my hole.  It kept tensing up as I did this.  I just kept
rubbing his dick over my hole and got to where I could relax when he was on
it.  I held it just on my hole, and forced myself to totally relax.  I
moved backward with my butt just a little and I felt his head start to go
in.  I tensed up again and kinda squirted it back out.  It didn't hurt
though.  My eyes were closed this whole time so I was not sure if Trey was
still looking worried.  He was being very still, like he was afraid he
would hurt me again.  I held his dick on my hole and relaxed again and
slowly pushed back.  This time his whole head went in and the pain started
again. It wasn't anything like before though.  I grimaced and Trey started
to pull his head out.

'Stop moving' I said and he totally froze.  How quickly he totally froze
made me smile a little.

'I just need to get used to it.  This is nothing like the first time.'  I
just stayed like that and kept trying to relax my hole, but it was really
hard to do. I would relax and then it would totally tighten up again.

'Whatever you are doing feels great,' Trey said. He was holding my hips now
and basically keeping himself from going in any further.  I was just trying
to get used to my hole being stretched.  There was pain, but not crying
pain, and not stopping pain.  I had imagined that he would just go right in
and a few seconds later he would be pumping in and out and I would feel
like I was in heaven.  Reality was setting in, though, and I realized it
was going to take time to get him in and that it probably wasn't going to
be fireworks and kittens and all.

We stayed like that for a least a minute, with just his head in and me
trying to relax.  The pain was going down.  I guess my entrance was getting
used to it and stretching out some.  I pushed back just a little and could
feel him going in further.  I stopped again.

'Stay like this for a minute' I said.  He was not moving at all.  I was
doing all the moving.  I was really glad he wasn't losing control and just
shoving it all the way in.  I lay down on him while I waited to push some
more.  I could feel his heart really beating fast through my chest.  I
wanted to kiss him but thought that would make it harder to keep relaxing
so I just rubbed his neck with my face and smelled him.  This also made me
tense up some but I was able to relax again.  My butt felt really full even
though he couldn't have more than an inch or so in me.  I totally relaxed
and push back some more and I could feel him going in deeper.  There wasn't
really pain, just a little discomfort, like I was taking a really big dump.
I kept pushing back and I heard him gasp.

'Feels real good.' he whispered in my ear.

I stopped again to get used to the extra amount in my butt. I wasn't sure
how much was in me, but it didn't hurt anymore.  I relaxed again and pushed
back and then I felt his pubes on my balls. He was all the way in!  I was
pretty psyched that I was able to take all of him and not feel any pain.  I
definitely felt really full though.  I just laid there for a minute and he
stayed really still.  I was kinda flexing my butt and he was making little
gasping sounds.  I figured it felt really good for him.  I then pushed
myself up off of him so that I was totally sitting on his dick.  His dick
went in a little further when I did that but again, no pain.  I was very
happy that the pain was gone.  I lifted myself up about an inch then sat
back down.  He was still holding my hips and was squeezing them pretty
hard.  I moved up and back down again.  He had his eyes closed and his head
thrown back some now.  I put my hands on his chest and pinched his nipples.
This made him thrust his hips up and his dick went in even further.  That
felt good.  It was different than anything I had felt before.  It wasn't
fireworks, but it did make me gasp that time.

'Feels good' I said, letting him know my noise wasn't because of pain.  I
lifted up more so that maybe half his dick was out then sat back down.  His
dick was really filling up my butt and I was starting to feel good all the
time.  I had gone soft while he was entering me, but I was starting to get
hard again.  I grabbed my dick in my fist and kinda held it as I moved up
and then down again on Trey.  He had opened his eyes and saw what I was
doing.  He took his right hand of my hip and pushed my hand off my dick and
he grabbed it in a fist.  That felt really good.  I moved up and down again
and man my dick felt good moving through his soft hands.  I went up and
then down again.  Then I stayed down and moved my hips in a circle.  That
felt really good inside my butt.

'Push in,' I told Trey and he pushed up while I was moving my hips in a
circle.  He was still holding my dick in his fist and all that movement
felt really nice.  I leaned forward and he let go of my dick.  He started
pushing in and out and was starting to get a little faster.  He was kinda
picking me up as he pushed in.  I leaned all the way down to his face and
started kissing him.  He kissed back but it was kinda hard to kiss with all
that movement.  I quit trying to kiss and just put my cheek next to his and
inhaled really deep.  He was going in and out of me faster and faster and
there was a lot of squishing noises.  It started to burn a little.

'Slow down', I said and sat back up.  He slowed down but it was still
burning, like we didn't have any Vaseline on.

'We need more Vaseline' I said and he stopped pushing.  I pulled up and his
dick plopped out of me.  I was afraid it was going to have crap all over it
but it was totally clean and very shiny.  I reached over and scooped some
more Vaseline into my hand and jacked his dick a couple times then put some
on my butt hole

'Maybe it will work the other way now', I said and rolled off him.  'It
doesn't hurt at all anymore, It just feels good.'

I really wanted him to be on top of me.  He turned around and got on his
knees between my legs.
 I raised my legs up and held them behind my knees with my hands.  He
looked down and pointed his dick at my hole and then started to slowly push
it in.  It went in this time like I imagined it would from the beginning.
It felt so weird for something to be going in instead of out.  There was no
pain anymore, just a really full feeling.  He was all the way in and I
could feel his pubes on my balls again.  My ball sack was real tight.  I
didn't know why they were up so high, I didn't feel like I was about to
cum, but I was glad they were out of the way.  He leaned into me and I
wrapped my legs around his waist and crossed my ankles.  He started pumping
in and out.

'Your butt is so tight.  This feels great'.

It didn't seem like he was in as far as in the other position, but the
burning was gone and even though there wasn't a fireworks feeling, it just
felt really nice to have his dick filling up my butt.  His belly was
rubbing on my dick as he went in and out and that felt really good too.  I
wondered if I would be able to cum being in this position.  It was similar
to when we had frotted and my dick was rubbing into his belly.

Trey was starting to go faster and was pretty much controlling everything
now.  I could see sweat on his upper lip and he looked like he was
concentrating really hard.  He was going in and out and the bed was moving
pretty good.  This was sex.  This was real sex.  I had hoped it would feel
better to me.  It wasn't that it felt bad, it just didn't fell great.
Maybe I thought it would be like I was a girl.  But I guess I just didn't
have the same stuff in my butt they had in their front.  I did like the
full feeling a lot and it was really really sexy to hear him breathing hard
and feel him pushing and pushing into me.  I thought he was probably
getting pretty close to cumming.  I was squeezing my legs around his waist
and trying to pull him into me deeper and deeper.  I reached out and put my
hands on his butt and pulled hard.  He was looking me right in the eyes.  I
was looking right back at him and neither of us was laughing.  We were
fucking.  And that was what I wanted.  He started making little whining
noises and pushed even faster and harder in me.  It was like he was
spanking me with his dick.  My dick did feel really good from the friction
of his belly, but I didn't think I would cum like this.  Maybe his dick in
my butt was stopping me from getting there.  I'm not sure but I sure didn't
want him to stop.

'I'm gonna cum real soon', he panted.  'Do you want me to pull out?'

'No, I want to feel you cum' I answered and pulled him into me as much as I
could.  I was trying to push at the same time he was and pull away when he
did.  It was sorta working, his dick seemed to be going out a little more
now before he pushed back in.

'I'm gonna cum now'.  He closed his eyes and pushed in then out then in
again and suddenly he just stopped and I could feel his dick start jumping
in my butt and then I felt something warm.
 He stayed like that for a couple seconds then pulled out and pushed back
in again and held it for a couple more seconds.  His dick was going in a
lot easier now.  I guess the cum was as good as the Vaseline and made
everything slicker.  He wasn't making any noises, just holding his breath
and his eyes were closed really tight.  He pulled back out and went in
really hard again.  I could fell his dick jumping all around in my butt.
He waited a couple more seconds and then started pumping me again really
slow, going in and out and in and out.  It felt like his dick had shrunk a
little, I guess from the extra cum.  I could feel his dick still jumping
around and I guess he was either still cumming or maybe dry cumming by now.
He pushed in hard again and then just stopped.  He let out his breath,
opened his eyes and then leaned down and started kissing me real hard.
Really moving his tongue into and out of my mouth while pressing his lips
hard against mine.  I closed my eyes again and just let him kiss me.  This
was the best part I think.  His body all over mine with his dick in my butt
and his mouth working hard all over my mouth.  We kissed like this for at
least a minute then he sorta collapsed on me with our cheeks next to each
other.  He was sweating more now and his smell was really strong.  I was
really happy.  I still had my legs wrapped around his waist and was pulling
him into me still.  His dick stayed inside me and we just lay there.

'Are you OK?' he asked.  I laughed a little.

'Yeah, it wasn't exactly like I thought it would be, but I'd do it again.
It doesn't hurt at all, it just feels really good.  Don't pull out yet,
just lay here for a minute'.

He didn't answer, just kept his head next to my cheek and kinda moved it up
and down, rubbing my cheek with his.  I liked that.  It was like he was
transferring his smell to me, and that made me feel special in a weird way.
We laid there for a couple minutes until I was starting to feel
uncomfortable.  I lowered my legs and said,

'Pull out slow.'  He raised up and slowly moved backward until his dick
plopped out.  I could feel some cum leaking out and running down my crack.
It felt like my hole was still wide open and maybe it was, I couldn't
really see it and didn't want to ask Trey if it was.  I reached over and
picked up a washcloth and put in on my hole.  He sat back on his legs and I
could see his dick was still totally hard and was clean, just very shiny
and his head was really purple.  He reached over and grabbed another
washcloth and started wiping his dick.

I figured I needed to go to the bathroom so I rolled off the bed, holding
the washcloth to my hole, and opened the door, peeking down the hall.  No
one was downstairs but us, so I walked across the hall to the bathroom and
sat on the toilet.  Trey's cum was just sorta leaking out without me doing
anything.  I bore down and kinda farted more cum out.  My stomach was
hurting just a little bit and I wondered if he had rearranged things inside
me.  I wondered if it was because I had gotten used to having his dick in
me and now it was gone, so there was an emptiness inside me.  There was
definitely an emptiness. My hole still seemed wide open.  I liked having
him fill me up and how it put pressure all in my butt.  I liked feeling him
move in and out and I really liked feeling his warm cum in my butt.  My
stomach didn't hurt bad and I was hoping using the bathroom would make it
feel better.

 I was thinking about what we had done.  Before we did it, I thought I
might feel ashamed or mad or sad or something afterward, but I didn't feel
any of those things.  I just felt...  content, I guess. And happy.  I was
smiling now and I couldn't seem to stop.  When Trey walked into the
bathroom, still wiping his dick with the washcloth and looked at me, I
didn't look away or stop smiling.  I didn't feel bad or like I had done
something wrong.  He started smiling too and we didn't say anything right
away.  He turned on the water in the sink and got his washcloth wet and
soaped it up.  He started washing his dick.  His was still totally hard and
his foreskin was down on his shaft.  He washed his head first then worked
his way down his shaft to his pubes.  There was cum in his pubes and he
just soaped his whole area up.  I thought the shower would work better but
also thought my parents would really wonder about us taking a shower now.
I didn't think they could hear the sink running if they were still in the
den watching TV, and I didn't think I would have to answer any questions
about cleaning up in the bathroom if we just used the sink.

He got another washcloth and used it to rinse.  He wet it and wiped several
times and it appeared to be clean now.  I didn't see any cum or Vaseline on
it now.

'Come here and I'll check it out' I said to him.  He walked over to me. I
took his dick in my hand and inspected it.  I jacked up and down a couple
times then pulled him closer and took him into my mouth.  Yuk, it tasted
soapy.

'Rinse it more,' I said after pulling off him. 'It tastes like soap. But
that is better than it tasting like poop!'

He went back to the sink.  It didn't feel like I had anything left in me,
so I wiped my butt. I had to wipe a lot to get the Vaseline off, but before
I dropped the toilet paper in the toilet, I lifted up and looked.  There
was only cum in the toilet, no poop and no blood at all.
 That was a relief.  I wasn't sure what was going to be there and I was
happy, mainly because there was no blood.  No poop was good too.  Trey
handed me a wet washcloth.

'Use that on your butt'.

I smiled bigger than I was already smiling.  It felt kinda stupid, but it
just made me even more happy for him to sorta be taking care of me.
Stupid, I know, all he did was hand me a washcloth.  But I didn't ask for
it and I guess that is why it made me happy.  I used the wet washcloth to
wipe all around my balls and dick, then wiped my hole real good.  I got up
and started toward the sink to rinse my washcloth.

'Rinse the washcloths real good and hang them on the shower rod.'  I hoped
they would be dry in the morning and I could sneak them into the towel
hamper in the laundry room.  He rinsed his washcloths too.  We were side by
side at the sink, our hips touching and rubbing against each other.  I was
totally soft and he was totally hard.  I was tiny dick soft again.  We
finished rinsing and I hung the washcloths up.  When I turned back toward
Trey, he said,

'Gotta check yours now' and dropped to his knees and took my dick in his
mouth.  He added a lot of suction and kinda pulled it out.  He licked all
over it.  I had never had someone suck my dick while I was soft but it
definitely felt good.  He held onto my butt, which I totally love, and just
using his tongue, licked all over me while I was inside his mouth.  He
started humming a little and I put my hands on his head.  I guess it was
clean or else he would have let go right away.  I was starting to get hard
but I wanted to be in the bed while he did this.

'Let's go back to the bedroom,' I said.  He pulled off me and stood up.  I
went first to the door and peeked out just to make sure.  The coast was
clear so I started across the hall.  Trey was right behind me and he put
both his hands on my butt cheeks as we were walking.  He squeezed and
little and we both laughed.  He had to let go to shut and lock the bedroom
door and I went back to the bed.  There was a wet spot on the bed where I
guess cum had leaked. I used another washcloth to start wiping it up. I was
leaning over the bed and my butt was pushed out behind me.  I felt Trey
grabbing my cheeks again and he started rubbing them.  Then he got on his
knees and started kissing my butt cheeks.  It was pretty funny.  He was
making slurping sounds and giving my cheeks really wet kisses.  I liked
that he was kissing me there.  It was funny but it also made me feel closer
to him.  I am turning into such a girl.

'I guess you like my butt now', I said as I pulled away and got back into
the bed, laying on my back with my arms above my head.

'Not the only part I like' he replied and he climbed into the bed next to
me then scooted down and took my dick in his mouth again.  I was still
pretty soft, but I didn't look like I had a tiny dick anymore.  He was
using his tongue and going up and down on my dick.  I started getting hard.
He was on my right side on his elbow and used his right hand to hold onto
my balls.  My ball sack was still high and tight and he was cupping them
and sorta moving his hand to rub them real gently.  He scooted up to his
knees and used his left hand to rub on my chest and tummy.  My whole front
was feeling really good. But my butthole felt like it was still wide open
and every time my dick jumped from the sucking, I felt like I was going to
squirt out cum from my butt.  It made me feel uncomfortable and was taking
away from the enjoyment.  I reached down and grabbed his arm and sorta
pulled him toward me.  He let go of my dick and looked up at me.

'Kiss me.'

He moved up and started kissing me, still on his knees.  He moved his right
hand from my balls to my dick and jacked me a couple times then moved his
hand up some and rubbed my belly.  I put both of my hands on his cheeks and
closed my eyes.  I liked holding his cheeks while we kissed, it just seemed
really romantic to me.  He was moving his hand from my belly to my chest
and rubbing over my nipples, which were really hard and sticking out.  He
pinched my left nipple and that sent shivers through me.  It also made me
tense up and feel like cum was going to leave my butt again.  I wondered if
we just needed to wait a few minutes but then sorta relaxed and thought, if
it does it does, quit worrying about it.  He kept moving his hand all over
my front, going from my chest to my dick and jacking it a couple times.  He
broke the kiss and started kissing down my body, starting with my chin,
then my neck, which really sent shivers through me, then to my chest.  He
stopped on my left nipple and licked it then sucked on it while lightly
biting it.  Man, did that feel good!  He kept that up on my nipple and was
using his hand to slowly jack my dick.  This was a new feeling and I really
liked it.  He started kissing down my chest to my belly and licked my belly
button then made his tongue hard and kinda pushed into it.  That tickled
and made me giggle.  He looked up at me and grinned.  His hand moved from
my dick to my balls and he took me in his mouth again.  He went all the way
down my shaft and back up then down again.  He had never had that much of
my dick in his mouth before and I could hear and feel him gag.  But he kept
going up and down all the way, sometimes gagging a little.  It actually
felt good when he gagged, like his throat was squeezing my dick.
 He was holding my balls and rubbing them then he moved his hand down some
and started rubbing under my balls.  It was hard under there and it felt
really good.  I had never rubbed that before but I was really liking it.

I put my left hand on his head and my right hand on his back.  I was
rubbing both his head and his back and everything was feeling really good.
I reached down with my right hand and started squeezing and rubbing his
butt.  He was starting to go faster on my dick, moving up and down and up
and down, sometimes stopping on the up stroke to rub his tongue all around
my head.  I let go of his head and pulled his left hand, which had stopped
moving and was just on my tummy, up to my nipple.  He got the message and
started pinching my nipple.  He was still rubbing under by balls and going
up and down on my dick with his mouth.  He was starting to hum a little and
I figured that meant he was really getting into sucking me, cause that was
what I sometimes did when I was really getting into sucking a dick.  He
wasn't going quite as far down on my dick so he wasn't making the gagging
noises anymore.  He kept rubbing and sucking and pinching and I was really
feeling good.  I was squeezing and rubbing his butt and holding on to the
covers with my other hand.  I could feel I was getting close to cumming.  I
kept flexing my dick and butthole but I didn't care anymore if cum came out
either one.  He was really getting into this blow-job and making a lot of
slurping noises to go along with the humming.  My dick was jumping more and
more and I knew I was about to cum.

'I'm gonna cum' I warned him.  He just kept going, moving even faster and
sucking even harder.

'Seriously, I'm going to cum now' I said again.  I could feel my balls move
up even closer to my body.  Trey was still pinching my nipple and rubbing
under my balls and going up and down on my dick.  My whole body tensed up
and I started to cum.  Trey just held on and was swallowing as I shot into
his mouth.  This was only the second time someone had kept sucking while I
was cumming and I wasn't expecting it the first time.  I wasn't all the way
expecting it this time but Holy Cow did it feel good.  I spurted four or
five times and he swallowed every bit.  He had stopped rubbing me, probably
to concentrate on swallowing for the first time.  My dick kept jerking and
he went way down it and then used a lot of suction on the way up, like I
did to him the first time I had swallowed in order to get every last drop
out.  He did that again and ohhh it felt good.  The third time I was just
too sensitive.

'Stop,' I panted.  I realized I was squeezing his butt cheek pretty hard
and let go.  He released my dick from his mouth and I heard it plop onto my
belly.  My eyes were closed and I was sorta seeing stars.  I guess I had
held my breath for a few seconds.  I just laid there feeling absolutely
great and breathing pretty hard.  He put his hand back on my tummy and
rubbed really lightly with his fingers.  He didn't say anything.  We stayed
like this for probably a minute while I caught my breath.  I opened my eyes
and looked down.  He was staring up at me with a little smile.  He licked
his lips.

'Pretty good,' he said, 'and no mess.'

I laughed and so did he.  I pulled him up to me and we started kissing.  He
tasted like cum and I liked that.  It was sexy.  I kissed him really hard
and rubbed my hands all over his back.  This only lasted about thirty
seconds cause I was totally spent.  I let my head fall back to the bed and
closed my eyes again..

'That was perfect,' I said.  'Rubbing under my balls and sucking on my
nipple and swallowing and everything was just perfect. You really know how
to make a boy feel good.'  And then I smiled real big.  I don't know if he
smiled back cause I kept my eyes closed.  But he did scoot up some and laid
his head on my chest and I put my arm around him.  I lightly rubbed on his
back and he lightly rubbed on my chest.  This was how sex was supposed to
be, I thought.  I made him feel really good and then he made me feel really
good.  It was a whole lot better, and I mean a whole lot better, than just
getting off from a blow-job or hand-job.

We rested for a little while, just laying on the bed next to each other,
talking and touching each other.  Later, we ended up sixty-nining each
other and he shot while we were doing it and I got to swallow his cum.
After that I kinda fucked his face and he swallowed my cum again.  That
felt really good.  He held the base of my dick and just kept his face still
while I moved my hips real fast.  We kissed some more and eventually we
fell asleep naked.  The next morning, I woke up first.  Trey had a boner
and I went under the covers and started sucking him.  He woke up pretty
quickly and put his hands on my head.  I kept sucking him until he came.
It was really cool.  He sucked me later on that morning and swallowed
again.  He was really into swallowing now.  We both were, I guess.

So for that sleepover he swallowed my cum three times and I swallowed his
cum twice with my mouth, and once with my butt!  It was a really good
sleepover.  We only had one other sleepover before I moved away at the end
of the summer.  That one was at my house again and he cornholed me twice,
once at night in my bed with us looking at each other, the other the next
day doggy style out in the woods.  That was really wild, having him grab
hold of my hips and really fuck me fast.  His balls made a slapping sound
almost the whole time.  It was really sexy and naughty to do it in the
woods.  I didn't cum either time and I was a little disappointed.  He
sucked me off both times afterward, but I really wanted to cum at the same
time as him.

We both played on the baseball team and I would ride my bike to practice
and he would get picked up.  His Dad was usually pretty late picking him up
so we would go to the shed or the woods and kiss and suck each other.  We
usually had about a half hour to play, and we could both cum and then kiss
during that time.  It wasn't what I really wanted, I wanted to be in bed
with him, but it was fun and sexy and naughty.  I have great memories of
sucking his sweaty hard dick at the baseball field.  He never seemed to
smell bad, even when he was really sweaty.
 His natural sweet smell was always there and I could usually smell him
long after practice.  I often didn't take a shower just so I could smell
him until I went to sleep.

I will always have my memories of Trey, and they are all great memories.
We both grew up, got married, and had kids.  I loved Trey.  I never thought
I was in love with Trey, but I sure loved the fact that he wanted to do all
the things I wanted to do.  I loved that I felt safe and happy when we were
together, both in the bed or in the dugout or in the woods.  I loved that
he enjoyed making me cum as much as I liked making him cum.  I hope that he
still smells as sweet and his cum tastes as good as it did when we were
boys.  It has been many years since I got to taste him, but you never know,
maybe, with some good fortune, I can smell and taste and kiss him one more
time.