The characters in this story are all under 18, but because of the age difference and the nature of the interaction, it belongs in the adult/youth section. I suppose you should assume that it is completely fictitious, and in any case names would definitely be changed to protect the guilty.

Nifty does a really good job bringing us all these stories, and they would appreciate it a lot if you could throw a bit of change in their direction every now and then to show your appreciation.

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By villager@hushmail.me

Babysitting Frank – Part 1

Shortly after my 16th birthday I came to the realisation that I was sexually attracted to prepubescent boys. Realisation had dawned slowly because I was still young enough that I was not a lot older than the boys that attracted me, and it came as a result of noticing that all my friends had changed rather than myself. I had discovered the joys of orgasm at about 12 years old, and quickly discovered that many of my same-aged friends were also enthralled with that new aspect of life. We boys had naturally experimented with each other - nothing too heavy, just rubbing against each other and mutual masturbation. Anything else would, after all be "queer", and we were not queers!

That phase had lasted about 3 years, and I had not really noticed that I preferred to have "sessions" with my younger-looking friends rather than the ones who were well developed and had sprouted masses of pubic hair, even after I had myself become distinctly post-pubescent. Eventually even my least developed friends had become too old to excite me, and I had started forming friendships with younger boys. When the age difference between myself and the boys I preferred to hang out with grew to two years or so, I became aware that my other friends and even my parents had begun commenting on it, and so I stopped engaging with younger boys lest I be viewed as strange. It was also the time at which my same-age friends had stopped wanting to fool around with me and each other sexually and had become interested more and more in the opposite sex.

Girls had never interested me. To fit in however, I had to pretend to have an interest. My 15th year was the most frustrating - none of my friends were attractive to me, but I dare not associate with boys who did interest me. I could not understand what the problem was - most of my mates had felt the same as I did until a year or two previously, but now they had all changed. I, on the other hand had not changed my preferences at all, and therefore the problem must surely be with them, not me? It was only at 16 that I realised that as everyone else had changed, it must be that I also was supposed to change. But I hadn't.

I still enjoyed normal, non-sexual activities with my same-age friends, though they all had become more and more obsessed with those strange creatures of the female race. All except one, Simon, who was also 16 but seemed as uninterested in girls as myself, and was still willing to fool around sexually, and though his hairy body and big dick had long ceased to be a great turn-on for me, it was better than nothing, so I obliged and we did far more adventurous things than I had done with my heterosexual friends a few years earlier. He however lusted after the he-man type, and the hairier and bigger the prick the better. I was younger than he preferred, he was older than I preferred, we had no other common interests and so we didn't meet up often.

One outlet I had was with the younger brothers of some of my friends. They usually wanted to accompany us, but were seen as a pain and discouraged. I pretended to be reluctantly sympathetic, and persuaded my friends that it would do no harm to allow them to accompany us occasionally, though I had learned to be careful to disguise the fact that I actually enjoyed their company. Instead I would interact with them secretly so the others didn't notice, and come up with excuses to remain with the "little'uns" when my friends indulged in other activities as often as I could without arousing suspicion. I never got a chance to do anything sexual with any of them - I was far too scared that they would tell their brothers - but I became popular and liked by all of them. I purposely cultivated friendships with boys of my age who had younger brothers.

One such friend, Mark, had an adorable brother called Frank who was 11. Mark was obsessed with a girl, Susan, who he had just officially started dating. Which suited me fine, because Frank loved accompanying his big brother, and Mark wanted to be with Susan, which meant that when we went out together I was often left with Frank while Mark and Susan went off to do their own thing. Fortunately Mark was too caught up in his budding relationship with Susan to be all that conscious of the fact that he was ignoring his friend (me) most of the time, so didn't realise that I enjoyed being with his little brother more than I did with him.

One Friday afternoon I was at Mark's house as was common. Frank was staying at a friend's house over the weekend, so I would unfortunately not be seeing him. Mark was excited because Susan's parents were going to see a concert in London and would be away overnight, and Mark's parents were going to a business dinner for Mark's dad's company, and would also be away until the following day. Susan had invited Mark to secretly stay the night with her. The most they had done thus far was literally kiss and cuddle, and Mark was hoping that the privacy and intimacy of being alone in a house together - and perhaps if he was lucky the same bed - would allow him to go much further. I was a bit disappointed because I'd be left out, and had nothing else to do - but spending Friday nights at home was not uncommon for me now that almost all my mates had girlfriends. As Mark fantasised to me about what he was hoping to do, I commented that he would have to be careful not to get her pregnant, and Mark started to worry. "Shit," he remarked, "Even if she lets me go 'all the way' I won't be able to." In a burst of bravado I said that I would get him a condom. In those days it was a very brave 16 year old who would ask at a shop for a condom! But I had committed myself. Neither of us had the slightest idea how much a condom cost, so we pooled what money we had and hoped it would be enough, then I set off for the only place I could think of, the local barbers. I was scared shitless as, with a face that was as red as a beetroot I entered the thankfully customer-free shop and asked, "Do you have any - um - um - j-j-j rubber johnnies?" The barber burst out laughing, clapped me on the back and produced a selection of boxes.

"Which ones would you like?" he asked. I stood there with my mouth open stupidly, and was struck absolutely dumb.

The barber was not sadistic. "These are the most popular," he advised, "Would you like a box?" I nodded dumbly. He announced the price, which fortunately was within budget, and I was soon practically running from the shop with the prize clutched in my fist. Mark was waiting at the corner, and was most impressed that I had actually got some condoms! Obviously I acted as if it was completely routine, no different to buying a bag of jelly babies. What I did not know was that the barber would let the word out, and I would be regarded by adults as being the "ladies man" who was the first of my age group to get laid!

Back at Mark's house we played cards for a while (this was the days before video games, videotape or even daytime TV) and talked again about Mark's planned sexual adventures. We also examined the purchase minutely (and were surprised to find that the box contained not one but three condoms), and read the instructions contained on a leaflet in the box. At about 5:30 Mark's parents arrived home, and told him to get himself some tea because they had to be ready to leave for their dinner in about an hour. About 20 minutes later, the back door banged open, and in walked Frank!

"What are you doing home?" asked Mark - and before Frank could answer his mother rushed downstairs with a towel around her hair and asked the same question.

"I'm not allowed to stay at Gary's," Frank replied. A few questions later elicited the information that Frank and his friend Gary had been fighting and Gary's mother had stopped the stay-over.

"Well you'll have to stay here with Mark," said Mark's mother.

"But I'm going out!" protested Mark.

"Not any more you're not," his mother announced flatly. "Frank is too young to be left on his own. And I'll be phoning the house later to check that you are here!" She then rushed off back upstairs.

Mark looked at me with horror, and then looked daggers at his brother.

"It wasn't my fault," protested Frank, "Garry started it!"

"Shit, shit, shit, shit, shit, shit shit," shouted Mark, kicking the skirting board.

"You can cut that out right now young man!" came his father's voice from upstairs, followed by his mother's footsteps coming downstairs again. She appeared at the doorway, scowling angrily at both Mark and Frank.

"Um ..." I interrupted the impending exchange quietly. "If Mark helps me do some weeding that I have to do tomorrow, I could stay and look after Frank."

"But weren't you planning on going out as well?" asked his mother.

"No, Mark was going to rehearsals this evening, and I'm not in the school play," I improvised, knowing that she would be far more agreeable if it was a school function her son was supposedly attending, "So I have nothing else to do anyway".

"Well?" she asked, speaking at Mark, "Will you help Martin with his gardening tomorrow?"

"Eh ... Ummm - yes of course if that's OK?" Mark answered, scarcely believing what was happening.

"That depends," she said turning to Frank, "How do you feel about Martin looking after you instead of Mark?"

Frank's face grew a huge grin, "That would be great!" he announced. "Martin's really cool!"

"OK, then I will allow it," decided Mark's mother, and then proceeded to lecture me on various do's and don'ts, and what time Frank had to be in bed etc. She then fished out some money and told me to get something to eat from the fish and chip shop later.

As soon as she was out of sight, Mark hugged me. Literally hugged me - lifting me off the floor!

"Fuck me, that was so great of you, Marty," he enthused. "That story about the rehearsal was ... was ... *inspired*" he laughed. His face became serious and he asked, "Do you really not mind, Marty?"

"I wouldn't have offered if I did, would I? You and Sue are both in the school play and you might decide to do some rehearsing for all I know," I reasoned, "I didn't say where you'd be rehearsing!"

Mark laughed, "So do you really have weeding to do tomorrow?"

"Course not," I replied. "I just thought that maybe your Mum wouldn't have let me take your place if she didn't think you'd be doing something in return."

"Bloody hell, you know my mum as well as I do!"

"No," I contradicted, "I just know my mum!"

"Martin," Mark said - and I knew he was serious when he called me 'Martin' - "First you got me a condom and now this. You are the best mate I've ever had." He hugged me again.

"You'll do the same for me one day when I get an opportunity to get laid," I replied, and slapped him on his back. "Just don't tell me tomorrow that I got that condom for nothing!"

Mark was still thanking me 40 minutes later as he walked out the door to go to Susan's house, leaving me alone with cute 11 year old Frank for the whole night!

As soon as Mark closed the door, Frank rushed up to me and threw his arms around my waist in a big cuddle.

"Hey, that's nice, Frank," I said, cuddling him around his shoulders, "What's it for?"

"Mark cuddled you and said 'thanks' so I just thought I would as well!" replied Frank, but there was a mischievous twinkle in his eyes.

"Oh, thanks. How about we go to the chippie and get some tea now, then we don't have to go out later?" I suggested.

"Yeah OK," Frank agreed, "Can I choose what to eat?"

"Of course you can," I agreed, "In fact how about if you choose what to get me as well, and you go in and buy it while I wait outside?"

"Really?"

"If you think you're old enough to do that," I challenged.

Frank put on a grown-up expression. "I'll get you a sausage and chips," he announced. Then he frowned and said, "Unless you like fish better?"

"I'll like whatever you get me," I said decisively. I then handed him the money his mother had given me, "Let's go!"

The chippie was only a 5 minute walk away, and I smiled at the way Frank squared his shoulders and marched into the shop. I was quite correct in assuming that being the younger brother, Frank was not used to being given even the small responsibilities. From the proud look on his face you would have thought Frank had just won a medal as he left the shop with the newspaper-wrapped bundle of hot food.

Back at the house, Frank insisted on demonstrating how responsible he was, by telling me the cost of each item, the total cost, and counting out to me the correct change. I praised his ability, and we tucked into the food, using fingers rather than cutlery. Frank surprised me by going to the kitchen halfway through and returning with two glasses of cordial.

Just as we had finished, the phone rang. I asked Frank to answer it - which was yet another responsibility that he was not used to. "Hello, Armstrong residence, Frank speaking," he announced officiously, making me smile. I realised after a few words that it was his mother on the other end. After a while he held the phone out to me and said, "Mum wants to talk with you, Marty."

Predictably she wanted reassurance that all was OK, which I gave. She then admonished, "We don't usually allow Frank to answer the phone," but hastily added, "But of course you weren't to know."

"Oh, OK," I replied, "Why, did he not answer it correctly just now?"

There was a pause, and then she replied, "Well yes, actually he answered it very well indeed. Um - I guess he's grown up a bit more than I sometimes realise."

I asked her how the dinner was going, and made a bit more small-talk. She thanked me again for baby-sitting, and then asked to speak to Frank again.

I passed the phone back to him. After he had hung up, he had a smile on his face and said, "Mum says I'm allowed to answer the phone when it rings from now on!"

It was still early - not quite 7 o'clock. I asked Frank what he would like to do. "Come and see my room," he said, taking my hand. We went up to a typical 11 year old's bedroom, and Frank proudly showed off his various toys and games while we chatted about what he liked doing and his favourite activities and TV programs. He then asked me if I wanted to play 'robots' with him.

"I don't know that game," I said, "You'll have to teach me how to play."

Frank selected two plastic toy robots and various toy soldiers and vehicles, and we took them downstairs. It turned out to be a standard make-believe battle game, with us each making up a story that we acted out using the toys. Obviously something that would be completely boring for a normal 16 year old, but I enjoyed interacting with Frank, and the play-story he was making up gave me an insight into his way of thinking and his life. I noted, for example, that he spent as much time picking up "wounded soldiers" and taking them to the "hospital" as he did on conducting the "battles".

I wove a bit of strategy into my fantasy play, and Frank was able to think of reasonable counter-strategies. Eventually though the game degenerated as it always does into more and more physical action rather than quiet movement of the toys, and we were throwing the plastic figures around and chucking handfuls of toys in the air accompanied by loud explosion noises.

I then picked up a cushion and threw it at Frank, and he threw it back at me, and in no time I was enjoying plenty of contact with Frank as we rolled around in a giggling play fight on the carpet, and you bet that I was feeling his thighs through his jeans, and had my hand under his shirt as often as I dared!

We were soon both out of breath, and I called for a 5 minute truce to recover. We lay still, facing each other on our sides on the carpet. I looked at Frank's flushed round face, with its button nose and a few freckles on each side. His light brown hair was just growing over his ears where it had started to curl, and was trimmed to a straight fringe just above his almost invisibly light eyebrows. Frank was slightly chubby, but not enough to be called fat, and was a bit shorter that I guessed most of his classmates would be. I was average height, and standing up the top of Frank's head was just above nipple height on me. Unfortunately his body was currently hidden under a denim shirt on top, and blue denim jeans below. He had shed his shoes, but his feet were encased in grey socks.

The phone rang, making us both jump. Frank immediately jumped up to answer it. I heard him say, "Not any more, Mum says I'm allowed to now!" Frank then handed the phone out to me. "It's Mark," he explained.

"Hi Mark," I said into the mouthpiece.

Mark's voice came back in an excited whisper. "Sue's just gone to the loo, so I've gotta be quick," he explained breathlessly. "She let me feel her tits under her bra, and I put my hand down her knickers once. I asked her where I was gonna sleep, and guess what she said?"

"In the bath?" I answered, teasingly.

"She asked me if I had a rubber!" he exclaimed, "Then when I said I got three of 'em, she said in that case I could keep her company in bed if I wanted to!"

"Well, it's pretty obvious you're gonna get laid you lucky bastard!"

"Yeah, and she asked me if I was tired yet just before she went to the toilet and I said I was, so I think maybe this is the last time you're gonna talk to me as a virgin! Ooops, toilet's just flushed, gotta go." The phone cut off.

I had forgotten Frank was right next to me. "What does 'getting laid' mean, Marty?"

Whoops! Might as well be blunt, I thought. "Well, Frank, you really must promise not to say anything to Mum or Dad, but it means having sex - but I dunno if you know what that is either."

"Of course I won't tell - I never tell on Mark, and I know he's at Sue's and not a rehearsal! Anyway, sex is when a boy puts his willy into a girl's thingy to make babies, isn't it?"

"How did you know that?"

"Oh, everyone at school knows that!" Frank replied, "But why does Sue want babies?"

"Well sex is for fun as well as making babies," I told him, "And Mark knows how to make sure that he won't make any babies, so don't worry, you're not going to be an Uncle yet!"

Frank frowned, obviously not understanding. "If Mark has a kid," I explained, "Mark would be the daddy and you would be that kid's Uncle."

Frank's face suddenly showed understanding. "Cool," he exclaimed, "I'd like to be an Uncle!"

"Well I certainly hope you won't be one!" I told him, "At least not for quite a few years yet."

"What time do I have to go to bed?" Frank asked suddenly, changing the subject.

"Your Mum said 9 o'clock," I said off-handedly, "But I don't care - I won't tell if you don't."

Frank looked up at me with a huge grin on his face. "Can I stay up all night?"

I laughed, "You'll be bored if you do," I pointed out, "Because I don't last much past midnight."

"So can I stay up till midnight with you?"

"Sure, if you want to, there's no school tomorrow. How about we both get ready for bed now though, then watch telly or something. That way when we are tired we won't have the hassle of having to get bathed and changed and can just zonk out."

"Yeah OK," Frank agreed. Then he remembered something, "Hey Marty, Lassie's on tonight, shall we watch it?"

I watched Lassie fairly often, and recalled it started at 8. A glance at the clock told me it was a quarter to.

"OK Frank - but we gonna have to get ready quick 'cos it starts in 15 minutes. That's not enough time for us each to have a bath first."

Frank contemplated what I had said. "I'm not very dirty - can I just wash?"

"Yes, I suppose so," I agreed. Then I thought of a wicked plan. There was no proper shower in the house, showers not being common in the UK at that time, but having stayed many times with Mark I knew that there was a hand-held shower head that had two rubber pipes designed to push-fit over the hot and cold taps of the bath. "Or we could wash each other down quickly with the shower," I suggested, "It will be quicker if we both wash together."

"You mean we shower in the bath together?" Frank enquired.

"Yeah, why not?" I replied.

"Naked?" asked Frank, and his smile and excited expression told me that he was not asking because he didn't like the idea.

"We're both boys," I pointed out, "But it was just an idea, we can just have a wash in the basin like you said."

"No, I want to wash each other like you said," Frank quickly insisted, "C'mon, let's go before Lassie comes on!" Frank ran up the stairs leaving no doubt that he was enthusiastic with the idea.

I got to the bathroom right behind him, to see Frank shedding his clothes and scattering them on the floor as fast as he could. I grabbed the shower head from its place on top of the bathroom cabinet, and pushed the pipes over the taps as quickly as I could. As little time as that task took me, by the time the shower was ready Frank was standing clad only in his white cotton underpants. Knowing that he would soon be taking those off, I had to stop thinking or looking at Frank lest I give myself away with a raging hardon. I concentrated on taking off my socks, shirt and trousers as quickly as I could, but folded them and left them in a neat pile just outside the bathroom instead of leaving them all over the place as Frank had done. Soon I was also standing in nothing but my white underpants, facing Frank next to the bath.

"Ready?" Frank asked, hooking his thumbs into each side of his underpants. Obviously he intended for us to expose ourselves to each other at the same time.

"Set ... GO!" I exclaimed pushing my pants to the floor in one quick movement. Frank mirrored my action, and we both stood up facing each other completely naked. Frank was looking me up and down, and so I checked him out as well. Frank's body was pale like most people in the UK, though I could see a faint tan-line showing an area from his waist to about halfway down his thighs to be a tad lighter than his upper body, and another line that showed where his socks came up to. I knew that Frank occasionally played soccer, and guessed that he had got his slight tan playing shirtless in shorts.

Frank's eyes soon became riveted on my dick, and so I felt no shame in staring at what he had to offer as well. Frank had a small button-like dick with about a quarter inch of puckered foreskin curled down with its tip resting lightly on his scrotum. It's total length was less than an inch. His dick was dwarfed by a relatively large ball sack behind and below it, which was fat and round holding what must be a pair of pretty decent sized nuts that filled out the sack enough to make it far less wrinkled than was usual. A thin dark line ran down the centre of that plump scrotum, bifurcating it neatly.

My examination resulted in a familiar feeling beginning in my own equipment, and my dick, which was about four inches soft was in imminent danger of chubbing up. I decided it would be best if Frank did not see such a transformation (at least not yet!) and so I turned to the bath and busied myself adjusting the taps for a good flow of water at the right temperature.

"In you get," I commanded a short while later.

Frank climbed into the bath and stood as I quickly sprayed him down with the shower head. I then handed the shower to Frank and climbed into the bath as well. Frank took the hint and wetted me down from head to toe. I then squirted a dollop of shampoo into my palm and started lathering Frank all over. As I rubbed the soap over his pert young bottom, I felt another stirring in my penis. "Close your eyes," I said, and quickly switched my administrations to Frank's hair and face, allowing time for my tumescence to subside as I desperately thought of other things.

"OK that'll have to do you," I declared, using the shower head to rinse Frank down, aided by my hand wandering rapidly over his wet nakedness. "Lassie will be on soon so we gotta hurry up." Frank grabbed the bottle of shampoo quickly and proceeded to lather me up as I had done to him. He was obviously in a hurry not to miss the start of the program, and did not do a very good job. It may have been my imagination, but it seemed as if he took rather more care soaping up my dick and balls than he did with the rest of me. My dick gave a distinct twitch as soon as he touched it, which did not go unnoticed, and Frank looked up at me and giggled. Time was pressing however, and a rinse-down was completed in rapid order after which I shut off the water and we grabbed a towel each. I used the situation to have another quick feel of Frank's body under the guise of towelling him dry, and Frank was not shy to do the same with me - again seemingly spending a bit more time drying my pubic region, eliciting another twitch from me and another boyish giggle from Frank.

I wrapped the towel around my waist and left the bathroom. "Aren't you going to put anything on?" enquired Frank as he saw I was about to go downstairs with only a towel around me.

"Nah - I don't have anything clean to put on," I answered, "I 'spect you have some nice clean pyjamas though." Which gave him an unspoken choice.

Frank didn't comment, but when I got to the living room I saw that he had come downstairs in the same state as myself, covered only by a towel, just as I had hoped he would. My dick gave a large twitch, hidden by the towel.

I switched on the black & white TV set to give it time to warm up, and started pulling at the seat of the sofa.

"What are you doing?" asked Frank.

"I'm opening up the sofa-bed," I said, "So we can watch TV in comfort." It was a few minutes to eight, we had made it in time. As the TV screen swam into focus we could see that the adverts were still on. Frank suddenly left the room and ran up the stairs. I was puzzled and about to call after him to see what he was doing when he appeared at the door, burdened with what must have been all the pillows from the beds upstairs.

"To be comfortable," he explained to my raised eyebrows, and tossed all the pillows onto the sofa bed. I pushed half the pillows into a pile at the back of the sofa and lay down with them propping up my back, and then pulled the remaining pillows up next to me for Frank. Frank lay down beside me just as the opening credits and theme tune for "Lassie" came on the TV. I stretched my arm around Frank's bare shoulder, and taking it as the hint I had intended, Frank scooted up close to me, rolled slightly toward me, put his arm over my chest and nestled his head into my armpit. This allowed me to move my arm down along the side of Frank's body and cup my hand loosely over the side of his midsection, with my fingers resting close to his belly-button. Frank gave a soft sigh of contentment and curled up slightly, bringing his bent knee up over the top of my leg. Unfortunately there was both Frank's towel and my towel between his leg and mine, but I still had skin contact with the whole side of his body, and was gently stroking his naked midsection with my fingers, being careful not to tickle. I too sighed in contentment and Frank smiled and gave my chest a squeeze, and I squeezed back with my arm.

We both watched the talented dog on the TV, and the dog's young master who usually gave me the hots, but now that child actor paled into insignificance against the real boy at my side. My hand, almost of its own volition slowly stroked its way from the front of Frank's belly to behind and down. It was not however brave enough to seek access under the towel, and instead ended up fondling the side of his lovely firm buttock on the outside of the towel. The situation had got me pretty hard, but the folds of the towel hid my condition from Frank's notice. Besides which he appeared engrossed in the TV.

Just as the action on the TV reached a peak, the image predictably cut off and was replaced by an advert. I didn't need to piss, but decided that I may as well take the opportunity. "I need a wee," I declared, gently moving Frank off me so I could get up.

"Me too," declared Frank, following me to the stairs. The activity had allowed my erection time to subside, which was fortunate because Frank had obviously decided that there was no longer any need to be modest, and followed me into the bathroom, positioning himself next to me in front of the toilet. I moved to one side to give him more room, and grabbing a corner of my towel with each hand opened it up. "Look ma, no hands!" I boasted, as my still chubbed-up penis hung somewhat out from my body, allowing me to pee into the bowl without touching it. Frank giggled and copied me. His little dick did not hang so favourably however, and as I watched the tip of his foreskin swell into a small bubble from the pressure of urine, I foresaw what was about to happen. The tip of foreskin opened up, and the torrent of pee cascaded down onto the side of the bowl, with probably only half getting into the toilet. "Nice try but no prize!" I chided, "Next time push your hips forward so your willy sticks out more."

Frank did as I suggested as the last drops left his dick, but was obviously too late, and in any case his dick was too small for it to have much effect anyway. "Never mind," I said, grabbing a handful of toilet paper and wiping up the mess. On impulse I reached over with the tissue and dabbed the end of Frank's cock, squeezing the tip of his foreskin through the paper. Frank didn't flinch at all as I did so, but just grinned cheekily and shrugged as I flushed the loo. I decided to see how far Frank's newly developed lack of modesty would stretch.

As I got to the bottom of the stairs, with Frank right behind me, I allowed my towel to slip, as if accidentally. "Bugger," I exclaimed as Frank giggled behind me. I made as if I was going to pick it up, but then stopped and kicked the towel to one side, walking toward the sofa naked.

"I've just remembered something," I said.

"What?" queried Frank.

"I don't care!" I said, and collapsed laughing onto my back on the sofa bed, stark bollock naked.

"Nor do I!" giggled Frank, dropping his own towel and prancing across to the sofa - just as I had hoped.

Frank flopped down beside me and immediately turned onto his side toward me in a similar position as before, hip to hip, snuggling up close but more curled up with his head on my chest where he could watch the last advert finishing on the TV. His knee was again bent over my leg, and his dick was pressed into the side of my hip, and so unfortunately out of sight, and also too small to be able to feel very well. Lying on my back as I was however, my own penis was on very obvious display, especially as it was directly in Frank's line of sight with the TV set. I wondered what the reaction would be when the inevitable occurred, but decided to stave off the moment by concentrating on "Lassie" instead of the gorgeous cute naked boy I was cuddling.

As the story reached its fairly predictable ending, Frank suddenly moved his hand down from my chest so his arm was at full stretch, where his outstretched fingers could just reach my pubes, and he started running his fingers through the hairs! My dick immediately started to engorge, and Frank looked up at me briefly and giggled before turning back to watch the TV. Frank was still stroking my pubes, and seemed to have no problem with my now fully erect penis pulsing in time to my racing heart just above his hand. The closing credits of "Lassie" were rolling up the TV screen, but Frank made no move to get up. I had been cuddling Frank around his back, but then slid my hand down the side of his body and began stroking the top of his exposed naked buttock with my open palm. Frank immediately rolled more onto his back, giving my hand access to his genitals. Surely that was deliberate, I thought. He had also curled up a bit more, which allowed his hand a lower reach, but he still stroked my pubes. I stared at his dick, able to study it fully, and I saw that I had been mistaken before. It was not completely hairless, but I could just make out two thin very light brown wisps about half an inch long close to the base of his penis, just one hair on each side.

"Can we watch this program now?" Frank asked.

I looked at the TV and saw that the program just starting was a current affairs documentary, which would clearly be of zero interest to an 11 year old. "Of course," I answered, giving his bum a gentle squeeze. I then ran my hand around to his front and started copying him by stroking his pubic mound where his own bush would soon be developing. As I did so his penis gave a sudden movement and I watched in amazement as it rapidly grew from a small button to a slender shaft fully three inches long. Frank's foreskin still fully covered his glans, but the outline of the bulbous helmet underneath was clearly defined. His dick was perfectly straight, standing at an angle of about 45 degrees. A small dimple had appeared at its base at the top of his chubby pubic mound, framed on each side by those two almost invisible pubic hairs. Frank giggled again.

"You've got lots of hair," remarked Frank.

"You will have soon," I observed, "It's just starting to grow."

"Where?" asked Frank, curious. I pointed out the two thin threads, and Frank's eyes opened in amazement. "I'd never noticed those," he confessed.

"I doubt they've been there longer than a week," I opined.

We had continued to stroke each other during that brief exchange. I ran my fingers around the base of his erect penis, down his groin and started stroking his tight scrotum. Frank immediately copied my movements, and started fondling my balls. We carried on like that for some minutes, and I watched Frank's dick jump every now and then whenever I ran a finger under his ballsack along his perineum. Then as I ran my fingers upward over his scrotum, I continued the stroke onto his penis, grasping the shaft between my thumb and forefinger at the base and making a fast up and down wanking stroke.

Frank's chest heaved as he expelled a sudden surprised gasp. His hand came off my balls and he grabbed my wrist tightly. Thinking I had gone too far, I quickly moved my hand up to Frank's chest. Frank however immediately pushed my hand back toward his groin, silently urging me back to his dick. I ran my fingers down his three inch shaft again, this time gripping enough to move his foreskin back a bit. A small circle opened in the tip of the skin revealing the head of the deep purple glans underneath. This time it didn't take Frank so much by surprise, but his buttocks clenched and he gave another short gasp. Then to my surprise I saw a small drop of clear liquid appear from the slit still visible at the tip of Frank's cockhead as I held his foreskin slightly retracted.

Our position was a bit awkward, and now that Frank had seemingly lost interest in my equipment and was immersed in his own feelings, I slipped my hands under his bum and lifted, positioning him so he was laying on his back right on top of me, his head to one side on my shoulder and his legs wide apart, draped over the outside of my legs. I could now reach his package with both hands, and I rolled his balls around gently with the fingertips of one hand whilst caressing his pubic mound with the fingers of my other hand. My straining dick was nestled in his bum crack, and every now and then I gave a small hump that sent tantalising tingles along my manhood.

Frank again grabbed the wrist of the hand massaging his pubic area. "Do it again," he urged in a breathless whisper, pushing my hand down toward his prick. Needing no persuasion I again grasped his penis between thumb and finger, pulling his foreskin down harder to uncover half of his cockhead. Frank's chest heaved as he sucked in a gasping breath, and I saw the sides of his arse pull in as he clenched strongly, giving me wonderful feelings.

I started a gentle humping movement with my cock between his buttocks, and wanked his dick slowly in time to my humps, making small strokes just over the base of his glans. As each stroke uncovered the top of his glans, I could see more and more clear liquid building up in the cup of his foreskin. I ran my thumb quickly over the head, verifying that it was indeed precum that Frank was producing. Frank's tummy pulled in suddenly as my thumb slid over his oily sensitive piss slit, and a small moan escaped his lips. I looked at Frank's face. His eyes were tightly closed, and small beads of sweat had appeared on his forehead and top lip. Every so often he would suck in his bottom lip and bite it gently as my fingers produced an especially intense feeling.

With my other hand I was massaging his almond-sized balls and stroking between his legs along his perineum. Then a drop of precum drooled from his foreskin, leaving a silver string between dick and pubis. Frank was himself now pumping gently but rhythmically, thrusting into my fingers in time with my up and down movement. and his dick was as hard as a nail, looking nothing like the small button I had ogled in the bath earlier. His clenching arse was an unbelievable stimulation on my cock, and the sight of deep hollows pulling in and out of the sides of his bum cheeks as he humped would be something that would fuel many masturbatory mental images for the rest of my life.

Another bead of juice leaked from Frank's hard erection, and again I marvelled that he was producing so much precum at his age. His breath was now coming in gasps all the time, and his humps were getting more urgent. "Faster," he gasped out, and I knew he was getting close.

"It will feel really strange but good soon," I whispered, warning him in case he did not know what was coming. "But don't worry, just enjoy the feeling."

"Uh - OK, faster," Frank managed to repeat his instruction in an urgent gasp.

I started wanking him at normal speed between thumb and finger. My strokes were longer now as well, and his cockhead was being completely exposed, revealing how much it had swollen out of all proportion to the slender short shaft. It was deep purple, and shone wetly as if polished. Flashing in and out of sight as I wanked was the small red speck of his piss slit. Fortunately his foreskin slipped easily over the head despite its swollen state, thanks to the lubrication he was making, and Frank could enjoy the feelings without discomfort. He was producing truly huge amounts of precum by this time, forming a sizable pool below his tummy.

His gasps had changed to small grunts, and his whole body was drenched in sweat. My own dick was lubricated by both our sweat and my copious precum, and was sliding wonderfully back and forth along his silky crack whilst being squeezed spasmodically by his clenching cheeks as Frank also humped. He had pulled in his tummy, and his legs were no longer draped outside my own, but were straight out, with his toes pointed stiffly. His humping was now getting really frantic and uncoordinated, and I had to use my elbows to keep him centred on top of my body, and sometimes his penis would slip from my grasp as I failed to compensate for his movements. His gasps had changed to grunts, and were getting quite loud, I wasn't sure if he was making meaningless noises or saying, "Go ... go ... go ..." in time with his thrusts. Frank was obviously right on the very edge, and I sped up my wanking to simulate the short strokes as his bum writhed spastically.

"Ugh ... ugh ... ugh ... ooooooooh," Frank's grunts changed to a high pitched moan and his eyes suddenly opened in wide surprise as I felt his cockhead swell impossibly big, his perineum pulse and his dick jerk and buck between my fingers as Frank arched his back and orgasmed for what I discovered was his first time. To my great surprise there was a small but powerful spurt of liquid from his piss slit. I had been humping Frank's crack throughout, and the sight, sound and feeling of Frank's orgasm pushed me over the edge and just as Frank's arched back lifted his bum off my dick, I reached my much more familiar climax and my dick spurted hard onto Frank's spine. I slowed down my fingers to the pace that I knew was necessary to round off Frank's orgasm, and when Frank reached down and grabbed my hand to stop, I knew he had passed his climax, and his glans had become super-sensitive. I pulled his foreskin up to cover his entire cockhead once more, and then held his penis gently in my whole fist, feeling it give a final few jerks as it slowly softened.

Neither of us moved or spoke for many minutes as we came down from our high and our breathing slowed to normal.

"Fucking heck, what was that?" Frank finally uttered.

"Have you never done it before?" I asked, and when Frank shook his head I said, "It felt good, didn't it?" I was still holding his penis, but it had retracted back to super-small again, and when I removed my hand I was astounded at the difference between the rampant rock-hard rod of moments before and the tiny acorn it had once more become, with a foreskin almost longer than the rest of his dick.

"Shit that was the best feeling I have ever had," Frank said in wonderment, "What was it?" he asked again.

"Well, you know you told me you knew what sex was ... " I began, and then gave him a comprehensive sex education lesson more detailed and graphic than he was ever likely to get in school.

"Wow," exclaimed Frank after the 'lesson', how many other things are there that kids aren't supposed to know?

"Sex is the main one," I assured him as he finally stretched and rolled off of me.

"Ewww - what's that?" he asked as he felt and then saw the sticky mess I had made between his back and my front.

"That's spunk," I explained, "You remember I just told you that that's what makes babies if it gets into a woman?"

"Ohh, right," said Frank with understanding, "So you had a ... um ... you cummed as well? Did it feel that good for you?"

"Indeed I did have an orgasm, and indeed it felt great," I assured him, "And look, Frank," I said, suddenly remembering. I pointed to a small drop of wetness on Frank's chest.

"Yes, I guess I was sweating a lot," said Frank.

"That's not sweat," I contradicted. "I saw it spurt out. That's your spunk, Frank!"

Frank's eyes opened in wonder, and he put an experimental finger onto the small drop. As he lifted his finger it formed a thread of cum. "Wow," he mouthed silently.

"See?" I said, "Sweat doesn't do that, does it?"

Frank rubbed the small drop around a bit, feeling its slippery texture, then put a finger on my tummy and felt my spunk in comparison. "I really didn't think you could make any yet," I explained, "But I guess you are more grown-up than I thought. You'll make more quite soon now - once it starts it doesn't take its time!"

"Now I guess we need another wash," I said eventually. This time there was no hurry, and so we decided to have a bath, and Frank insisted that we bath together. I washed Frank slowly in the tub. After my release there was no longer any sexual tension, but I had only tender feelings of love toward my young companion. Frank then washed me diligently, and it was evident that he was also experiencing feelings toward me, because his ministrations were punctuated with many affectionate hugs. After we got out of the bath, and still dripping wet, Frank held his arms up to me like a small child, silently asking to be picked up. I lifted him up and he wrapped his legs around my waist, and with his arms around my neck he suddenly kissed me on the lips!

Frank and Mark's parents were not due back until noon the following day, but I was not sure when Mark would come home. Mark didn't have his key however, so would have to knock to get in if he arrived before I got up, so I suggested to Frank that we sleep together on the sofa bed. Frank's face lit up in a big smile of agreement at the suggestion and said, "Can we sleep naked?"

Consequently Frank's second orgasm a few hours later was also his first blowjob - and judging from the noise he made while I was sucking him and his comments afterwards he loved it. He insisted on wanking me off in return, and was fascinated to watch me spurt. I could see however that his very vocal orgasms will cause him problems if he wanks while others are in the house, and I gave him some words of caution in that respect – but what a turn-on for me!

After that we were both exhausted, and were asleep within minutes, completely entangled in each other's arms and legs. As I drifted off I thought how wonderful it was to feel Frank's breath against my cheek. When I next opened my eyes, I jerked awake in fright to see the sunlight streaming through the curtains, fearing that Frank's parents would walk in on us at any second, but then saw with relief the clock announcing that it was only just past 11 o'clock – still dangerously late. My movement had woken Frank, and the first thing he did was grab the back of my head and plant a big wet kiss on my mouth. Much as I would have loved some more sexy fun, I was scared that Frank's parents might come home early, and so urged Frank to get up and get dressed.

We got up and dressed, then tidied up, putting everything back in its place in the house. No sooner had we finished eating a bowl of cereal each than Mark arrived. His parents followed just 10 minutes later, which was really cutting things fine because they had obviously assumed that Mark had returned the previous night after his `rehearsals.' We equally obviously left them to their misapprehensions. After all the greetings were over, Mark wasted no time in taking me by the arm and pulling me upstairs to his room where he announced excitedly that he was no longer a virgin and had used up all the condoms. He was about to fill me in on all the details when Frank found us.

"So did you get laid last night, Mark?" asked Frank innocently.

Mark looked at Frank in surprise. "What do you know about that?" he demanded.

"I heard Marty on the phone with you last night," explained Frank.

"Oh, I see," said Mark, "Yes, I was tired so I had a lay down."

"No," Frank shook his head, "I mean did you fuck Sue last night and cum inside her?"

Mark's jaw dropped. "How do you know about those things," he asked incredulously. My heart skipped a beat.

"Oh, Marty explained it to me, and said he hoped I didn't get to be an Uncle," Frank said casually, "And he showed me all about sex and stuff – and I'm getting pubes and I can make spunk," he announced proudly, "Marty says it tastes delicious!"

My face drained of blood and my legs turned to jelly as Mark turned angrily toward me, his fists clenched and his face looking like thunder.

to be continued ...

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