Billy & Me, Part 2


That year I was in eighth grade I thought constantly about Billy. The students in the middle school were kept completely separate from those in the High School, even though the two buildings were just across the street from one another. We ate lunch at different times in different buildings, rode different busses to school and home again. There was really very little contact between high school kids and middle school kids, and I am sure now that it was planned that way.

I thought about Billy a lot. I wrote his name in my notebooks over and over, and then crossed it out over and over. My same-age friends began to drift away as I lost interest in them with their silly games and stupid jokes. I read a lot, especially novels and non-fiction books on growing up gay at the bookstore. I'd sit in the big chain bookstore on Main Street on Saturday afternoons reading books I dared not ever bring home.

Fall had turned into winter and I had only seen Billy one time since. It had been in the video rental store, and I had just run in to drop off our movies; he was in there with a couple of friends, a guy and two girls, and when he saw me his eyes lit up and he greeted me warmly and rubbed my arm. My mom was waiting in the car at the curb so I couldn't stay and talk, but I wanted to so much. I was so conflicted... I missed him and was angry in a way that he hadn't tried harder to seek me out. But because I had told him he couldn't call me, that was probably my fault. And since my parents watched me like a convict I never had the opportunity to disappear unaccounted for, for even an hour. I hated my life and wished I was older.

How I felt after what had happened in Billy's car had confirmed for me that I was gay, and though the idea was all unsettling for a while, time had passed over the past few months and had left me less conflicted and more comfortable with my situation. I saw that once I accepted that on the inside I preferred boys, I realized that outside nothing changed. It really wasn't such a big deal. I realized I didn't need to "come out" at in a big or public way at all to anyone if I didn't want, that at this point in my life I had no need to announce my status to my parents, and that my life continued just as before. The world didn't change, no one treated me differently: but I felt a lot better about myself.

Because I definitely preferred the company of older boys rather than those of my own age, eighth grade was a very difficult year for me. We were the oldest group in the middle school, and physically I looked older than the rest of the boys, easily mistaken for 16 even though I was younger. I yearned for close contact– both physically and emotionally—with older guys, but they were all across the street hidden inside the high school and out of my sight. I had no attraction whatsoever to the boys my age and younger I was stuck with in the Middle School.

I acted in the school play that Spring, and was delighted that Billy was there. He belonged to the Service Club in the High School, and was assigned to collect tickets and hand out programs in the lobby when I saw him. The play had two performances, and tonight was the first.

"Billy!" I said with great excitement.

"Matt! You're in the play!" he replied, and I was thrilled that he knew. I wasn't the lead, but my part was important and had a lot of speaking to do, and knowing Billy was there I was extra nervous and determined to do my best.

While I was putting on stage makeup with the other actors, Billy wandered into the dressing room, which was simply one of the classrooms in the hall by the auditorium. He stood near me and asked me soft questions about how I was doing and how things were going for me. I felt shy, and answered with very few words. I needed to look in the mirror, and he sat behind me very close and let his hand wander to touch mine. I felt a shiver run up my spine. I was so attracted to him. I wanted to tell him how much I hoped he would take me and make love to me and to be my boyfriend forever. But my face belied my emotions as I looked stone-faced straight into the mirror, using my fingers to shade the thick makeup on my cheeks.

"You're happy right?" Billy asked. The question surprised me, as I never thought about if I was happy or not... but I wonder now, years later, if Billy's asking me meant that he wasn't happy himself. I simply answered, "Sure, of course".

His hand traveled to a spot above my knee, and suddenly my heart started to beat faster. I put my hand on top of his. Billy leaned closer to my ear and spoke so only I would hear. "I have something I want to give you. I'll bring it tomorrow night".

Out of the corner of my eye I saw the girl sitting next to me, also putting on her makeup, looking down at Billy's hand on my thigh. She stared first at our hands and then up at our faces and then back again in a wide-eyed way that showed that she was startled and perplexed by what she was seeing. Just as suddenly, Billy noticed her, and pulled his hand away from me as if he had just been burned by a hot stove. "I gotta go, I'll see you later" he said blushing, hurrying from the room. He had been busted and he knew it. I purposely didn't make eye contact with that girl. It was none of her business what my relationship with Billy was. I was actually sort of proud of what she had seen.

But I wondered, what WAS my relationship with Billy? Did he like only me? Or did he have a boyfriend his own age too? Did he like girls too? Was I the only other guy he had done stuff with? I could still visualize that experience in his car like it was yesterday, feeling his hand moving beneath my clothes and exposing my stiff cock, his lightly whiskered cheeks touching my smooth ones, his tongue probing my lips, my own sperm shooting suddenly and uncontrollably down my leg and all over my shorts, then the taste of his fresh cum first from my fingers then on my lips, ... it was an experience I had relived over and over again in my private thoughts. I wonder what it had meant to him. I assumed I'd never know.

My parents come to the play the second night, and the actors were supposed to mingle in the lobby wearing full costumes to greet the audience as they arrived. Billy was collecting tickets again, and as my parents arrived my mother made a fuss when she saw me there and came over to me to kiss me. Billy took their tickets and then, surprising the hell out of me, he stood and introduced himself to my parents "Mr. and Mrs. Marsh, I'm Billy. I'm friends with your son Matt." My mom acted delighted, but I knew her so well that I could see her federal-prosecutor prison-warden mind already racing ahead, wondering who he was and why on earth he was my friend. My dad smiled and shook Billy's outstretched hand. Billy looked so clean cut and handsome, an inch taller than my dad. His hair was combed up and he was wearing a suit jacket and a tie, and his cheeks looked especially clean shaven, well-scrubbed and bright pink.

I intervened. "Mom, remember, Billy is the guy I told you about. We were friends at the pool this summer, and he is on the football team and drove me home that day."

"Ooh" said my mother, smiling broadly and showing all her teeth like a dog ready to attack. "I'm so glad to meet you. I remember your car, you're a safe driver, right?"

"Yes m'am.", said Billy. "Always."

The situation seemed surreal to me: I was standing there wearing a medieval costume completed with a feathered hat and a stupid pasted on mustache. My mom and dad were smiling and chatting with my secret older lover and the subject of my nightly masturbatory fantasies. I wondered what my mom would say if she knew that Billy had jerked me off in his car till I came, using my goo all over his cock as lubricant till he shot too, and that I had sucked his tongue and licked his sperm from my fingers. I wonder what my dad would think if he knew the same hand he shook was the one Billy had used to roughly unsheathe, bare, and stroke my naked penis so I had shot my cum all over him, and that Billy had used that same hand to rub his own dick to orgasm leaving it slick with my sperm mixed with his.

At intermission Billy came backstage and slipped me a book in a bag. "Here, he said. "Read this. I wrote you a note to go with it. Do you think I can drive you home tonight?"

"I doubt it, but I don't know, maybe", I said hopefully. "What's this?" I said, regarding the book.

"It's one of my favorite books", he said. "I thought you'd like reading it too."

"Thanks", I replied. "You know that since my parents are here that there's no reason for you to drive me home."

"I know, but I thought it would be cool", he answered.

I was no dummy. He wanted a repeat performance of what we had done together before, and truthfully there was nothing I would have liked more myself. I wondered this time he'd ask me jerk him off instead of just watching him do it. "My Mom will say no", I said; I was sure of it. But I decided to ask anyway. I couldn't let this chance pass.

After the play had ended I met my parents and Billy in the lobby of the auditorium.

"Can I ride home with Billy?" I asked, looking at my dad.

That was my first mistake. My dad looked immediately nervous and uncomfortable. He looked at my mother, since both he and I knew that she was the one who made such decisions, not him.

"Matthew, there's no reason for that. She said. We are here now and we are taking you home. Nice to meet you, Billy."

And that was that. There was no use arguing and I knew it. "Bye" I said to Billy. Billy just stared and forced a smile and waved goodbye. I am sure he had already planned everything out, where we'd go, what he wanted to do with me and just how he'd do it. But his plans were for naught, as my parents whisked me away into the night. Just like me, he'd have to jerk off by himself tonight imagining it instead.

As soon as I got home I looked inside the bag he had given me. It was a paperback book called "Ambidextrous" by a writer named Felice Picano. (It's a very good book—in some places very hot, about a boy my age who can't decide if he is gay or straight so he tries relationships with both boys and girls.) Inside the book was a note. I kept that note for many years but lost it some time ago. I don't remember its words exactly, but it went something like this:


I really like you and wish I could get to know you better and spend more time with you. I think you are a really special and sensitive person. From the moment I saw you I realized that you and me were a lot alike in some ways. When I was your age I was confused and not very happy. I felt sad about myself and even wondered sometimes if I'd be better off dead. But as I've grown I have learned to accept myself a little bit more.

The book I gave you is one of my favorites because it talks about some of the same things I worried about. Reading it made me feel better. I am not sure how you feel about yourself because we never have talked about it. I hope you are happy. I like you a lot."

He was certainly right about one thing we had spent no time talking, really about anything. I noticed in his note he said nothing about if he was gay or not. In fact, anyone unexpectedly finding this note on the floor wouldn't be able to determine much about who wrote it and to whom. It seemed deliberately vague, and much later I wondered if he'd written that way intentionally or if Billy really was so completely vague about who he was and what he felt, that this was the best he could do.


I didn't see Billy again that year. While I missed him I had used up most of my fantasies about him it seemed, and I assumed I'd probably never see him again.

I grew more and more comfortable with my sexual orientation. I didn't announce it broadly to anyone, but I had told a teacher whom I thought would understand, an older woman in our theater arts department. She didn't make a big deal of it, and told me that there were lots of other people like me in the world and to just keep my eyes open and to be safe.

I loved being in the High School. Boys my age had grown up enough that some were finally starting to appeal to me, but I still had a serious thing for older guys. I am still shy by nature, and unless someone like Billy came on to me again, I was sure I'd never meet anyone else. I just waited and made sure that I was always looking for signs that someone would be interested in me. Sadly, none of the 17 and 18 year olds I stared after ever looked my way, but strangely, I was content with this situation, for now.


When I was in my junior year, and I had landed the lead in the High School musical. We did South Pacific, and I got to play the role of the handsome officer who falls in love with the island girl. It was a great role, with singing and even some dancing, but nothing too complicated. I hadn't thought much about Billy over the past few years, I assumed that he had forgotten me. So, I was jolted when he walked up to me after a performance and greeted me like we had last seen each other just that same afternoon.

"You were great, Matt!" said Billy. "I was so proud of you the whole time you were up there! Geez!"

I couldn't help but be excited. He was more handsome than before, and now looked even more like a man. I was as tall as him now almost exactly, but even though he was clean shaven his face now had whiskers on it that I could see like a hazy shadow. I could see a little curl of hair poking out the open collar of his polo shirt too, hair that hadn't been there before.

I was secretly glad that I didn't know he had been there tonight and watching till now, afraid that I would have been self conscious had I known he was in the audience.

"Thanks!" I replied. My mind was already in motion when he asked.

"Are you free tonight?"

"Maybe," I answered, much more self confident than I had been the last time Billy and I had seen each other. "Let me call home".

I was old enough now that I had a part time job and my Mother didn't watch me so closely as before. She had even gotten a job herself, which as far as I was concerned was the best thing that ever happened to me, as now she had something else to worry about and focus her attention on besides my life. Though I was old enough to have a driving license, I didn't drive yet, I had just never gotten around to taking the test.

"Let's go someplace", suggested Billy. I was game, and a quick call later I was free, and since tonight was the cast party, my parents already expected me to be out unusually late. I had promised them I'd find a ride home by 1 AM, and though my Mom wasn't thrilled by me staying out that late, she knew I followed the rules and I'd be home on time.

We walked out to Billy's car, and I was surprised to see a plain looking sedan. "I still have my hot rod" he said anticipating my question. "But I drive this now because I have a job and need to drive for work." I didn't know much about what he was studying in school and he didn't offer much information; I think both of our minds were focused elsewhere at that moment.

We climbed into the car together, and I asked Billy, "Where should we go?"

"I know a place", Billy answered. Without discussing it, it was clear to both of us we were going to a place where we could be alone and make love to each other. My heart sped up to beat double-time, and as we drove he put his hand high up on my thigh and I held it there tight with my hand on top of his.

We pulled down a lane behind an industrial park, and parked behind the building. No sooner had the car been switched off we were wrapped in each others' arms, kissing deeply, hardly coming up for air.

"Matt, I didn't know if you'd still want to..." Billy whispered removing his mouth from mine for just a second

"Billy, I have know I was gay since that first day we were together when I was only thirteen. Don't worry about it... I want to do this." He looked in my eyes and smiled, and then running his fingers through my hair and up and down my back, he said "Well, you certainly are hot and grown up now!"

Billy tipped the seats back and we lay back together, our hands each exploring the length of the other's bodies. "Oh my God take these clothes off", Billy whispered desperately. "I have never stopped thinking about you, Matt. You are so fucking hot."

I did have a good body, if I can say without sounding conceited. I was on the High School track team and did the high jump and was learning to pole vault. I had not an ounce of body fat, they had measured me at something absurd like 6%, and I worked out and ran a lot to keep in shape. While I wasn't built by any means, every muscle in my anatomy was visible through my skin, and sometimes I liked to flex naked in the mirror to watch how all those muscles came together. I guess because of how I am, looking at my own bare body is unusually exciting to me, though truthfully I prefer guys with a little more meat on them than I have; guys built like Billy.

We roughly pulled each other's shirts out of our trousers, then we each pulled our own shirts over our heads. Naked from the waist up, we embraced again, Billy wetly kissing my mouth and upturned neck and sucking the skin on my chest into his mouth as his tongue flicked over my nipples. I had no hair at all on my chest, nor did I have that little "happy trail" down beneath my navel that I so admired on other guys. Billy had a new patch of hair in the center of his chest and one over each nipple. Not too much, but I was sure I had never seen it there before when he was a teenager at the pool.

Only a moment later we paused again, as Billy began fumbling with my belt buckle and the button on my jeans. I wanted to watch him undress me, and I shifted my head up so I could watch the animal-crazed look on his face as he unbuttoned my trousers and then with his face only inches away, unsprung my cock from where it was caged. "Oh my God!" he groaned, and before I knew what was happening, I felt myself engulfed in a sea of wetness as his face disappeared from view and all I could see was the top of his head.

I wasn't going to be an idle participant in our activity this time. I wanted to undress him too, this hot college stud, and I wanted to make him cum the way he had taken care of me the last time... when I was really just a kid.

Billy seemed surprised at my aggressiveness at first, but quickly adapted and leaned back as he allowed my to unbutton and unzip his pants, then open them and tug them down in front to reveal his erect cock, already wet with clear sticky precum on its tip. We both paused again, this time pulling our pants down to our ankles, then we embraced again, kissing urgently like we were on fire.

Billy spit on his hand and reached down to grip both our cocks together. I had never felt this before and it drove me wild with the sensation of his palm rubbing all over the outside of my dick while the front of my dick fought wildly pressed against the front of his, clasped together so close. I moved my hand down there too and helped him, wrapping my hand around his so we pumped our cocks together. I wanted him to feel the same thing as I was feeling.

Kissing me deeply, Billy sucked my tongue into his mouth and then began nibbling and licking me from first my chin, to my neck, to my chest, to my belly, to my abdomen, to below. No one had ever done this to me before. His tongue probed below my balls, flipping them up as his tongue flicked back and forth and tickled the spot between my balls and my thigh.

"Oh my god you smell so fucking good," was all Billy could moan. "Please, Matt, I want to make you come first."

I recalled our first time, when I had cum in exactly five seconds and I laughed silently to myself. I could hold out better now, I was sure.

I lay back and put my hands behind my head, relaxing as I was ready for Billy to take me in any way he wanted. Billy licked my exposed armpits, again exclaiming how good I tasted. Under my arms and around my cock were the only two places I had any hair at all, and it wasn't much at that.

Coating his hand with his spit, Billy began to expertly milk my cock, so deliciously yet painfully slowly, up and down, so that the head appeared and then disappeared from view. He knew just how to do it, certainly from jacking himself off thousands of times in his life, and I silently wondered to myself how a girl could ever be expected to do the job as well as a guy. He felt my balls gently with his other hand, but after a short while he started to rub his own cock at the same rate and rhythm he rubbed mine.

"Don't you dare shoot!" I ordered Billy. "I want to do it to you this time."

Billy sort of chuckled and unhanded his own stiffness. He was realizing that I wasn't just a kid any more, and that I wanted to fully participate in this event, the most wonderfully exciting thing that had ever happened to me so far in my young life. As for me, I had never done this before with anybody, but my nightly dress rehearsals alone in my bed, eyes shut tight and my right hand a blur of movement had prepared me for every move we made. Like a dancer who had memorized his steps in private, now, on the night of the first performance I seemingly knew exactly what to do.

Billy's deft strokes were more than I could bear, because in just a minute or two, sooner than I had wanted, I felt the tickle coming. I put my hand over his and pushed it and begged him to slow down, which he did. But I couldn't stand the anticipation and after squirming with lustful excitement for just a few moments I released his hand and allowed him to resume rubbing. I knew I wasn't going to hold out much longer.

"Oh god, I'm cumming!" I gasped pulling my knees up towards my chest with ecstasy. And I stared spewing as his hand kept moving, over the head and down the shaft, my thick sperm shot out all over my bare tummy and chest. I had never felt anything close to this in my life; this was the most powerfully electric experience my young body had ever felt. I could barely catch my breath, and Billy knew just what to do, slowing down and squeezing tight, prolonging the pleasure by keeping the pressure on but carefully and skillfully avoiding rough contact with my super sensitive cock-head.

I was covered with sweat, the car windows were totally fogged with our breath and Billy pulled me tight to him, getting my semen got all over his chest. He released me and then lay me back on the seat, using his tongue to clean every bit of the spilled seed that I had made.

"Oh my God, oh my God. Matthew", was all he could say as he licked my smooth chest with his warm tongue, and he said it over and over again.

I basked in the glory of the feeling. It didn't even occur to me that we were anything but completely safe and with total privacy where we had parked. I didn't know anything about these things, and simply assumed and trusted that whatever Billy did, it was the right thing to do. Luckily neither the police nor wandering strangers interrupted our fun that night, though it often made me shiver in later years when I think how easily we could have been caught there and what might have happened as a result. Two guys making out in a car was not the kind of thing that most people in my small town would have let pass as normal.

I knew it was my turn next, and I was ready. I nudged Billy to roll on his back and in the streetlights coming through the foggy windows I could see his beautiful, stiff, thick cock waiting for me. I spit into my hands and using them both I massaged his entire apparatus gently - his cock and both plump balls. He gasped out loud at the contact, almost like he wasn't used to being handled in such a way, but he quickly relaxed. I tried to do to him all the things he had done for me, and I watched his face as he kept is eyes closed tightly and twitched seemingly involuntarily. I did to him what I knew felt good to me, rubbing firmly but not roughly, neither too fast nor too slow. I could tell by the way he flinched that he liked it, and I wanted so much to watch him cum. I had never seen another guy cum before and I wanted to remember this experience.

I rubbed him for only a few minutes, my wet hand making lewd slurping sounds as it slipped up and down, and Billy started bucking and thrusting his hips up to met my strokes and he begged, "Matthew, harder, faster!" I complied, as he stiffened, then let out a gasp of breath, and I watched his cock head swell and saw the first jet of thin juice squirt out: just a sprit of it, and just a few inches. But then I watched in amazement as the next three or four thick gushes of cum erupted out of his dick like a fountain, landing thickly all over his forearm, his belly, his chest and even his neck.

Billy kept shaking even after his eruption subsided, quivering and panting with little short breaths. I felt so powerful that it was me who made him cum that way, and looking at his emission spewed all over his glistening skin as his chest rapidly rose and fell with his rapid breathing, I felt a sense of pride... and relief. I had wanted to do this, and now I knew I could. Billy was so big and strong, and for some reason he had picked me out of the crowd to be his and had not forgotten about me in the ensuing years..

They say that guys lose interest in sex after they have cum, but at that moment all I wanted was to have more of Billy. Holding him I raised my fingers to my lips and licked his cum from my fingers. It tasted so good and so much like I remembered it all these years from the very small taste I had gotten years before, that I didn't stop till it was all gone. I buried my face in his neck and licked clean the place it had landed there, on his salty throat under his chin.

I don't think my cock had ever gotten soft through this entire experience, and as I licked him clean Billy started handling me again, then began rubbing it. I lay back and relaxed again, and again after just a few blissful minutes I felt the wonderful pressure welling up again and then one, two three, four, spasms overtook my body like a pleasurable electrocution, and more sperm than I knew I had inside of me again covered my belly.

Billy was busy rubbing his cock at the same time, and this time I let him go. If he wanted to make himself cum by his own hand I would let him. As I watched I wondered how many times he had jerked off alone thinking of our time together, and if what we were doing this night was something he also imagined often. I again watched intently as his fist blurred on his erect shaft, and then I saw him stiffen as yet another load of sweet thick white juice covered his hands and this time filled his belly button as well.

We just held each other and didn't talk for a long time. The sounds, smells and feelings of sex immersed us. I started to doze off with my head on his chest when he nudged me awake.

"Matt, we shouldn't stay here," he said. "we need to get cleaned up and go."

I was satisfied and happy, but a little sad that this moment was coming to an end.

Getting dressed in the car was not as easy or as fun as getting undressed had been. We were all tangled up in our clothes, and our sperm had seemingly soaked everything we had been wearing. Billy laughed as I put on my t-shirt and there was a huge wet spot right in the middle of the front of it. The hair on his arm was matted with dried stuff, and even after we got our pants back on we still had to wiggle around a lot to get them feel right.

We righted the seats and Billy rolled down the windows letting cool night air in as he started the motor and switched on the headlights. This car didn't have to be shifted and as he drove he held my hand in his the whole way home..

"Matt, That was so much fun. You don't know how many times I dreamed that this could happen", he said. I nodded in agreement. "I know, me too" I said.

"Matt, back then at the pool a few years ago, did you know that I was hot for you when I asked to take you home?"

I never had thought of this before, and I was stuck for an answer. All I could remember is that when it had happened it was the most electric thing I had ever felt to that point. "I don't remember", I honestly admitted.

"Ok", he pressed on, "let me ask you, back then, if then I had figured out how I could have gotten together with you, without you getting in trouble, would you have done THEN just what we did tonight?"

That took no thought at all. "Sure!" I said. "I was ready. I would have let you teach me."

"But– how could we have been together then? He asked. "Please tell me, what different thing could have happened that would have let me see you THEN instead of waiting till tonight?"

I thought briefly. I had become an Eagle Scout at 16. My dad had been an Eagle Scout and it was very important to him that I be one too. "I have always been in the Boy Scouts" I said. "I think a lot of stuff happens on camping trips that nobody talks about." We had a camping trip in every season of the year in our troop. I imagined what it would have been like had Billy been in the Scouts with me, and we had a tent together on one of those winter campouts and together we could have zipped our sleeping bags together and secretly cuddled naked back then. Sure, I would have been ready. At least I imagined I would have been.

"I quit Boy Scouts in sixth grade", lamented Billy. "If I knew you were going to be waiting there for me I sure would have stuck around." We both laughed, and he messed up my hair the way he did that I always liked.

He asked me if I wanted to go to the cast party I was missing or to go right home, and seeing that it was after 12:30 I told him to take me home. There was no sense in taking any more risks in one night.

Billy let me off at the curb in front of my house. "Matt, can I ever see you again?" he asked.

"Sure—Yeah, of course!" I answered. But I wondered when, if ever, that might actually happen.

I quietly entered the house and made sure my parents knew I was home safely. My mom asked me to come kiss her goodnight, but this time I knew better that to get that close to her with the smell of Billy's sex permeating my entire being. "I'm tired", I said "I'm going to bed, see you in the morning."

I stripped off my shoes and socks and jeans, but climbed in bed still wearing my damp boxers and stained t-shirt from that night. As I cuddled up in bed I could still smell Billy's smell, washed all over every inch of me. It was an awesome sensation and I fell into a deep sleep with visions him and the night's experiences still vivid in my mind.

Part 3 will post in a few days