Disclaimer: The following story is a work of fiction. Do not read if under the age of 18.

Elliot (B/b) (Please redistribute freely.)

Author: Unknown

I was 16 when Elliot and his family moved in down the street. I spotted him right away. He was eight, had short, sandy blond hair. He was very thin, and had the cutest butt I think I've ever seen. It was large...not wide, not fat...but looked like each cheek was a complete half sphere. What really looked cute was his t-shirt tail was never fully down because it was always getting caught on that rounded butt.

I baby sat Elliot quite a bit at first. Nothing much happened those first few times. It was summer, and we used to wrestle in the backyard. I'd grab a handful of that great butt when I could, and try for his crotch, but couldn't really feel anything. Once in a while I noticed he would sort of feel my butt. I tried not to let my straining boner rub on him too much, but it did once in a while, although he never said anything.

The best night was after a month or so. I came over, his parents left, saying they'd be back late. Elliot played Nintendo for a while, then we ate some pizza. He had rented a movie, and we sat on the couch watching it. He had the delightful habit of leaning up against me when we watched TV. The first time he leaned on me, I put my arm over his shoulder, resting my hand on his tight tummy. He didn't mind; in fact, he kind of liked it. Whenever we sat down after that he grabbed my arm and put it in place. I got bold and went under his shirt and rubbed his stomach...not an ounce of fat, and the skin was perfectly smooth and hot to the touch. I even fingered his belly button.

After the movie, we were roughhousing in the living room when Elliot got an idea.

"Hey....wanna go swimming?"

"Sure. Wait, though, I don't have my swim suit." I was waiting for him to say I could just go home and get it, down the street, but he didn't.

"You don't even need one. Just go naked. My parents do it all the time."

"I don't know," I said tentatively, but you know what I was thinking.

"Really. It's all right."

"OK...but you have to, too."

I figured he'd say no right off, but my heart filled with blood and pounded when he said, "OK."

"Go get a couple towels," I said, and got off the couch. He ran upstairs, I heard some rummaging noises, and he ran down with two white towels. I thought my heart would explode when I got to say my favorite words to an eight-year-old boy: "Where should we take off our clothes?"

"C'mon," he said, turning back upstairs. "We can go to my room."

I followed him to his room. He sat on the floor to take off his shoes. I sat on his bed and did the same thing. He was across the room, and didn't look over at me. When his shoes were off, he sort of sat there, as if the reality of being naked in front of me just hit him. I took off my socks, then sat up and undid the button on my shorts, then slid them down. I pulled my shirt down, because my dick was sticking out so much. He sat there, trying to watch me without staring. I turned around, took off my boxers and my t-shirt, and grabbed the towel off the bad and wrapped it around me. I turned around, but didn't say anything. He stood up, turned away from me, and pulled his shorts down, then took off his t-shirt. It was the first time I'd seen him naked, and his but was just as spectacular as I had thought. He had sharp tan lines above and below, and his entire body was smooth. The two wonderful globes of flesh were only 10 feet away.

He grabbed his towel, and wrapped it around himself. I normally would have tried to get a look at his dick, but I figured there would be time later. We went downstairs, and out a back French door to the pool. He was ahead of me, and when he got to a chair by the pool, he took his towel off, then walked into the pool, down the steps. I did the same, praying he wouldn't turn around to see my five inches sticking straight out at him. He didn't, and we got in and got wet.

He did the typical kid stuff...diving down, swimming around, touching the bottom, which gave me some good looks at his bottom. The pool light wasn't on, so I really couldn't see much. There was a basketball hoop set up in the shallow end. I asked him where the ball was.

"It's over by the fence. I'll get it!" He swam to the edge, climbed out, and I watched him (well, I watched his butt) run over to the ball, squat down, pick it up, and run back. I thought I'd get to see his penis, but he held the ball in front of it on the way back. He stepped over to the steps, and I got an idea.

"Shoot it from there." He did, and I sort of saw his little dick. He was back lit from the porch light, but it was there, small and beautiful. He jumped in, and I shot the next basket. We then took turns. Once, we was swimming to get it, when I had another fabulous idea. I grabbed under his arms from behind as he grabbed the ball, and lifted him in the air to slam dunk. The hoop was mounted on the deck, and was actually pretty high. To get Elliot high enough, I had to lift him as high as my arms would go, giving me unbelievable access to his butt. He slammed it in, yelled, and we did it again several times, then just sort of swam around.

"Hey," he said later. "Throw me!"

"What do you mean?"

"You know, pick me up and throw me into the deep end."

"Like this?" I reverse-grabbed him again, then squatted, and lifted his feet onto my thighs. He squatted down, I counted to three, and threw him, propelling him by his arm pits. He flew up in the air a little ways, and splashed down. He swam back to me.

"Cool!" Without asking, he got back into ready position.

"Wait," I said. "Let me push you off by your feet. You'll fly better." I got my hands under his feet, and he leaned back against me for balance. I could feel his butt on my stomach. This time, he flew much better, although an eight-year-old is not as light as you might think. We did this a couple more times, then we swam over to me, and put his hands on my shoulders, facing me. I sort of held him by the arm pits, away from me so he wouldn't hit my hard-on.

"How old are you?" he asked.

"You know. I've told you before."



"What grade are you in?"

"I'll be in the tenth. What grade will you be in?"

"Third." He adjusted his feet so they were on my thighs. We were both neck deep in the water. I could see his brown nipples when the waves broke low. His, like mine, were erect. "My birthday is in the summer, so I don't have to wait a year, you know, cause we moved and all."

"That's good."

"Yeah, I wouldn't want to go back to second grade again."

I noticed while we were talking his right hand had gone down to his crotch. It was dark down there, and I couldn't see what he was doing. He saw me staring down, though.

"My weiner's hard," he said, grinning. I thought I was going to die.

"Is it?" I asked casually. "Mine does that, too."

"It feels really weird when it does that," he said.

"You mean you like how it feels, or it just feels different to touch it?"

"It just feels weird to be hard like that."

"Yeah. Mine does, too."

"Right now?"

"Yeah, actually I have a boner, too."

"Let me see," he said, and before I had a chance, he reached down and grabbed it. "Whoa, it's big." He had grabbed the shaft, and was moving his hand, feeling it up and down.

"That feels great." I was whispering now.

"Why?" he whispered back.

"Doesn't it feel good when you rub your dick?"

"Yeah, I guess."

"It feels better when someone else does it." And I grabbed his dick with my thumb and first two fingers. It was small, maybe two and a half inches, but very, very hard. And cut. It almost seemed like he had no skin left to stretch. I jerked him off a couple strokes. "Does that feel good?"

He looked down. "Yeah."

"Want me to stop?" I pulled my hand away.

"No," he whispered. He let go of my dick and grabbed my hand to put it back on his dick. He didn't grab mine again, but I continued to stroke him, sometimes pausing to rub it, to feel his little balls and the wonderful little head. I pinched the head, rubbed under it. I stopped for a sec, and pulled him over to the steps. He seemed alarmed when he said, "We're not getting out are we?"

"No. I just want to sit on the steps." I had him stand on the bottom step, then grabbed his dick again. He still gave no resistance. My right hand reached around and squeezed his butt. It was smooth as glass, tight. We both stared down at his dick, which, closer to the light, could now be seen. After a while, he looked in my eyes and smiled. I smiled back as my middle finger explored around his hole. "You like this, huh."


"Want me to make it feel even better?" He nodded. "OK. Sit up on the top step." He did, facing me. I put my hands on his knees and spread them as I sat on the next step. His boner was above the water level now, and I stared at it for a few seconds before lowering my face down to it. I breathed hotly on it, my lips just millimeters above it. He giggled, then sort of gasped as I took it into my mouth.

It was pure heaven. I bobbed my head up and down, dragging my lips on his shaft. Then, I sucked hard on it, sliding my tongue on his sensitive spot. I did all this for a few minutes, then lifted my head and looked in his blue eyes. "How's that?"

He smiled wide. "That's the best thing I've ever felt."

"Want me to do it some more?"


I lowered my head again, and licked his balls, all around, over and under them. I licked all around his crotch and his belly button. I licked up his stomach, towards his chest. I flicked his hard nipples with my tongue, then cruised down to his belly button, then back down to his dick. I licked and sucked and licked and sucked. He was running his hands over my head. I couldn't believe how hard his cock was. I stopped sucking and grabbed the dick and jerked him off. We looked in each other's eyes again, and I manipulated his hard cock between my thumb and forefinger.

"Let's try something else," I said.


"Here," I slid down one step, "get on your knees, with your butt facing me, and lean on the top step. He did, and there was his perfect butt in my face. I squeezed and rubbed it...it was fabulous. I spread the cheeks, getting a great look at his pucker hole. I rubbed it with my index finger, sticking it in a little, but getting a lot of resistance. At last, I stuck out my tongue and zeroed in on it. This time, Elliot moaned out loud as my tongue swirled all around, and then finally inside his butt hole. I licked him out for about five minutes, then stopped. He turned around, and sat on the step. His boner was still sticking up.

"This is great," he said.

"I love it, too."

"Let me see your boner," he said. I stood up on the second step, and thrust it out to him. I hardly have any body hair at all, and what little pubic hair I have I shave off. He grabbed my dick and started pulling on it.

"Whoa, wait." I grabbed his hand. "Not so fast. I'll come."

"What's that mean?"

"Do you know what sperm is?"

"Oh, yeah. I gotta book that tells about it."

"Well, then you know. Here, come around over here." I picked him up as I turned around and sat on the second step. I sat him on my left thigh, his thin, smooth legs straddling me. "Now," I said as I took is right hand and placed in on my knob, "feel the head of my dick?" He nodded. "Just squeeze it, slowly, but hard. If you do any more than that, I'll blow my wad."

He started squeezing, and after a while he said, "Like that?"

"That's perfect."

He was so beautiful. The light was illuminating his whole front. His body was so tanned and smooth...not a hair or a mole or anything. I rubbed his back, then put my hand on the back of his head and pulled his mouth to mine. He seemed to know what I wanted, and we kissed lightly. We kissed short, rapid pecks for a few minutes, then pulled away. He smiled.

He had big, blue eyes, and the whites were flawless. His hair was cut shorter on the sides, longer on top, and was sandy colored. His nose was small, and had a bridge of freckles across it. Most of his adult teeth had grown in--his two front teeth only halfway. He had a small mouth, but big, red lips, which contrasted sharply with his light brown skin. "Keep your mouth open this time," I said as I went for his mouth again. He did, and I stuck my tongue in his mouth, which immediately found his tongue. I sucked on his mouth--lips, tongue, teeth--everything. His tongue was small, but he had great control. I withdrew my tongue, and his darted in my mouth. We kissed like this for quite a few minutes.

"Let's get out," I said.

"No. I want to stay in."

"Do you like doing what we're doing?" I asked.

He smiled. "Of course!"

"Then lets go in and do it." I let him get out first, and we walked to the chairs to get our towels. We toweled off, and my heart was pounding in my chest. "You have the most beautiful body I've ever seen," I said. "I love it. I want to lick every inch of it."

"Will you lick my wiener again?"

"I don't think I ever want to stop." We walked in the house, this time just holding our towels. As I walked, by boner bounced up and down, but Elliot's was so small, and so hard, his didn't bounce much. It stood up at a perfect 45 degree angle.

When we got to his room, I dried off his hair, then mine. I laid down on his bed, which hadn't been made, and he climbed up. His flannel sheets were soft, and smelled so much like his boy scent. I laid on my back, and pulled him on me, and we kissed for a few minutes. I was wrapped around every possible square inch of his body. I squeezed his perfect cheeks, and rubbed him all over. His body was burning he was so hot. His little prick poked my stomach. I rolled him on his back, spread his legs, and dived down on his boner again. I rubbed his tight stomach as I licked his balls and dick. I sucked as hard as I could on his dick. The little head turned dark read. I stroked it with my fingers while sucking his smooth ball sack. Meanwhile, he had taken to moaning. I sucked and licked some more, sucking and licking harder and harder when he bucked up his hips, fucking my mouth, bucking and pitching. I felt his dick spasm in my mouth. I sucked a little more, then it went limp in my mouth. I released it. I flopped down, soaked in my spit.

"Oh, man," he said.

"That's an orgasm. When you're older, that's when the come will shoot out. Wanna see my come?" He nodded. "Will you suck on my dick?" He nodded again. I sat up, and pulled him next to me. I put my hand on the back of his head, and pulled his mouth down to my penis. "Just put as much as you can in, and suck on it, like it was a straw. Try to move your tongue around." He did, and it was heaven. His red lips were pulled back, and he sucked on my knob. "Oh, yeah, Elliot. Oh, yeah. Keep sucking. Oh, yeah." I was breathing so hard and my heart was pounding. "Oh, god, Elliot. Keep sucking. Oh, you suck cock so good, oh yeah, oh you suck it good. Suck harder, Elliot. Suck harder. Yeah, that's it." His eyes were closed, and he was in total concentration. His head bobbed up and down, and I could feel his little tongue swirling all around my head. "Stop a sec, Elliot. I'm gonna come." He lifted his head up. "Here, jerk me off." He grabbed my dick with both hands and and stroked hard. "Fast, Elliot. Go fast." He did, and the come shot out and sprayed his face. "Keep goin', Elliot, keep goin." He kept going, and by now the come was just oozing out. After a while, he stopped.

"That's come?" he smiled, with it dripping down his face.

"That's come." I fingered a little off his face and licked it.

"You eat it?"

"Yeah, it's good. Try some."

He put a tentative finger on my dick and wiped some, and put it in his mouth. "It's salty, but it isn't." He smiled. "It's good." He licked some more. There was so much come on his face that I sucked it off into my mouth, then leaned in and kissed him. I pushed the whole wad in his mouth and we slurped it before swallowing.

We got off the bed, and I got a pair of his boxers and put them on him, slowly. I then put some shorts on him, and we went downstairs. We cuddled on the couch watching movies in the dark. Right before he fell asleep, he looked back at me and whispered, "I love you."

Elliot Part II (B/b) (Please redistribute freely.)

Author: Unknown

That summer, Elliot's parents went out a lot, and I was asked to baby sit him quite a bit. The next time we had sex after our first encounter was only a few days later. After his parents left, I asked him what he wanted to do. He said he didn't know. I asked him if he wanted to do what we did last time, and he said he did.

"Let's go up to your room," I said.


When we got up there, I didn't really know what to do. I sat down on the bed, and he sat down next to me. He was wearing an oversized t-shirt and a pair of fleece shorts. He didn't have any shoes on. I kicked off my shoes and took off my socks, then reached over and grabbed him and hugged him.

"Are you sure you want to do this again?"

"Yeah," he whispered. I could tell he was already getting aroused. I pulled him on top of me and hugged him, my hands exploring all around his back, going down to those wonderful butt cheeks of his.

"Can you feel my boner?" I asked.

He wriggled around on me. "Yeah."

I reached a hand to the back of his head and pulled his full red lips onto mine. His tongue met mine halfway, and we deep kissed. I told him to stick his tongue out as far as he could, and I sucked on it. He did the same for me.

I sat us both up, then took off his t-shirt. His smooth boyflesh looked great--no trace of fat, no moles, no hair--nothing but smooth boyskin. His tiny brown nipples were hard. I leaned down and sucked on each one while rubbing my hands all over his hot smooth skin.

I paused to take off my shirt, then reached over to pull his shorts down. He was wearing white briefs, and I noticed right away his little stiffy was poking them out. I slipped off his underwear, exposing his cute little cut penis, hard as a rock, sticking up.

"Take your shorts of too," he said.

"You take `em off," I said.

I leaned back, and he pulled my shorts off, pulling my boxers off with them. My thin five inches flopped onto my stomach after being pulled down with the shorts. I kicked off my shorts, and we were both naked.

I reached over, and stroked his penis, up and down slowly, feeling the head on every up stroke. He reached over and stroked me, and I had to remind him to squeeze hard, but go slow, so I wouldn't come so fast.

"Want me to suck on your boner?" I asked. He nodded yes enthusiastically. I leaned my head down to his crotch, smelling his wonderful boy smell, hot and musky. I licked his little balls, and took the sack into my mouth to suck on. I licked all around his throbbing dick, up and down the shaft, around the pink head, then took it all in, sucking and working my lips up and down. His dick was about 2 1/2 inches long, so I mostly just sucked, sliding my tongue hard under his head. After a while, I pulled my mouth off.

"Suck me," I said.

He brought his head down, and put my dick in his mouth, a little past the head. He swirled his tongue around, and sucked pretty hard. I didn't have to warn him about his teeth. I reached down and jerked him off pretty fast.

He pulled up and looked at me, smiling. "Can you lick my butt again?" he asked.

"Sure," I answered. "You know what I'd also like to do?"


"I want to stick my boner up your butt."

I had been dreaming about doing that since our first night, and I was hoping he would be willing. My dick really wasn't too big, and Elliot was actually quite big for eight, or going on nine.

"OK, but lick me first."

"You got it. But first, go get some Vaseline." He walked to the bathroom, and I followed. I loved watching him walk naked, that gorgeous white butt, and I loved the way his stiff boner bobbed a little when he walked. It always stuck up at a perfect 45 degree angle. He found the Vaseline, I got an old towel, and we walked back to his room.

"OK, lay down on your stomach and spread your legs a little," I said. Before he did, I slid his pillow under him, which put his butt up in perfect position. I licked his cheeks, sucking on the skin, then parted them and licked around his hole. He started moaning. I then stuck my tongue in and out, then all around, repeating over and over. I figured it was then about time.

"I'm going to grease up my dick and your butt, then I'll put it in. Tell me to stop if it hurts."

I greased us up, then stuck my head at his gate, and slowly pushed in. "Try to relax, let it go in," I said when I got some resistance. He said it hurt a little, so I backed out, and pushed in again. I did this several times, and it wasn't too long before he learned to relax, and then it slid all the way in.

I couldn't believe how good it felt. His butt was so tight, and so hot, I felt like my dick was getting burned. I then started pumping in and out. I told him to try to grip my dick with his muscles, and he caught on fast. He turned his head around to try to look at me, and we kissed a little.

I thought of something else, so I pulled out, and told him to lie on his back. When he rolled over, I grabbed is legs, lifted his butt up a little, and then pushed my penis back into his butt. He watched me do this, smiling. I leaned down, and we kissed, our tongues slipping all over. I was pumpin pretty fast. He was so nice and tight. In no time at all, I shot my wad.

"You just spermed, didn't you?" he asked.

"Could you feel it?"

"Yeah, it's hot."

I pulled out, wiped off my dick with the towel, then had him stand up on the floor. I kneeled down, and told him it was his turn to have an orgasm. I took his dick in my mouth, and sucked hard. I looked up at his blue eyes, and he smiled at me. I then jerked him off as fast as I could, then sucked some more. In a few minutes, I felt his dick spasm in my mouth. I held on to his butt cheeks as he pumped my mouth. When his dick went soft I let it drip out of my mouth.

"How was that?" I asked.

He smiled. "That's the best."

We then took a shower together to clean up, and made love for the next few hours before he fell asleep, exhausted.

Elliot, Final Chapter (B/b) (Please redistribute freely.)

Author: Unknown

A few weeks later, I walked to Elliot's house, and he was playing basketball with a friend of his. I'd seen him before. His name is Ryan. He's really cute. He's almost a whole head taller than Elliot, has light brown hair cut short. He's nine years old.

As I scoped him out, Elliot started grinning. I smiled back and asked, "Have you?" He knew what I meant, and shook his head no. Ryan asked what, and Elliot said nothing.

The three of us shot baskets for about 20 minutes before Elliot's parents left, then Elliot suggested we go inside for something to drink. I walked behind Ryan. He was so cute. My boner was tenting out my fleece shorts. Ryan walked in the house first, followed by Elliot. Elliot turned around and quickly grabbed my penis. He had noticed my erection.

We each grabbed a pop and sat around in the family room, flipping through the channels. Ryan got up to go to the bathroom. When he was out of the room, Elliot and I grabbed each other. His hard body felt so good. We kissed, our tongues intertwining. I pushed my tongue in and out of his mouth like I was fucking it. I sucked on his tongue and his lips, licked his cheeks and sucked on the skin of his neck.

"Wanna see if Ryan wants to do this with us?" he asked.

"You haven't ever done anything with him?" I asked. He shook his head no.

"You haven't even jerked off with him or seen him naked or anything?"


"Well, he may not want to do it. I don't want to just ask, in case he doesn't."

"I want him to do it with us, though," he said.

"I do to," I said. "He's pretty cute. I'd love to watch you suck on his penis." I reached down to his shorts and grabbed at his stiff prick. He sighed, smiled, and grabbed mine. I heard the toilet flush down the hall, and we moved away from each other. "Do you have any playing cards?" I asked

"I think so."


"Hey, Ryan," I called as he came in the room, "wanna play poker with us?"

"Sure," he said. He really was cute. Dark blue eyes, a wide smile with perfectly white teeth. He was wearing an oversized t-shirt, and those shorts that are made of that jersey material, the flimsiest material known to man.

"O.K. Elliot, go get the cards." He found a deck, and I suggested we go up to his room. We sat on the floor, and I asked if either of them had ever played before. Both had played, but were kind of sketchy on the rules and the different kinds of hands. I wrote out all the hands on paper, along with descriptions, and dealt out a few dummy hands face up and taught them the basics.

"All right, you ready for a real game?" They both nodded. "Good. Let's make it interesting, though. You ever heard of strip poker?" They both giggled.

"Yeah," said Elliot. "That's where you take off all your clothes when you lose."

"Right. Except you don't take all of `em off, just one piece of clothing every time you lose a hand. I dealt out five cards to everyone, and arranged my cards. Elliot took three cards, Ryan took two, and I took one. I had dealt myself four hearts. I drew a fifth. Naturally, my luck would be this high when I wasn't playing my friends for money. We laid down our hands. Elliot had a pair of threes, and Ryan nothing, 10 high. That meant he had to take off a piece of clothing, which Elliot gleefully reminded him. He immediately removed a shoe, then got ready for another hand.

Again, I one the next hand, but Elliot was the big loser. He took off a shoe.

By the time I lost my first hand, both boys had lost both shoes and socks. I took off a shoe. The whole time we sat on the carpet cross-legged, and I was trying to sneak peeks up Ryan's shorts, but I couldn't see anything. The material wouldn't stay open.

Ryan lost next, and he removed his t-shirt. He still did so right away...he didn't seem at all embarrassed, but all the neighborhood kids were used to running around half naked in the summer anyway. His boychest was perfectly smooth and muscular. If possible, he had a lower body fat percentage than Elliot. His nipples were smooth and brown.

I lost the next three hands, then Elliot lost his t-shirt, and then I lost mine. All three of us were in our shorts. Elliot then lost his. He stood up to take them off, teasing us by taking them off slowly. He was wearing navy blue briefs. He had a boner, which was really obvious, but neither Ryan nor I said anything. I noticed Ryan saw it, then looked away. I wondered if he had one, and I couldn't wait to find out.

Yes! Ryan lost the next hand, and he knew it the minute Elliot and I laid our cards down. He smiled, and so did Elliot. "Take `em off!" Elliot shouted. I just sat there, smiling. He pulled them down while still sitting on the floor. He had the cutest pair of briefs on...red and white checkers. He didn't have a boner, but I could see the outline of his dick. It was a little bigger than Elliot's.

My heart was pounding as I dealt the next hand. I wanted so bad to see Ryan's penis. We picked up our cards, studied them, and then the draw cards were dealt. We put our cards down, and Elliot had the low hand. Ryan and I cheered out loud. Elliot, not the least bit shy, stood up again for his final unveiling. He turned around from us and pulled his briefs down over his beautiful, smooth, white butt. I watched Ryan as he did this. Ryan was staring at Elliot. He then turned around, and pulled his underwear down, pulling his boner down, exposing all that gorgeous skin of his groin. He pulled the briefs down past his penis, which sprang up at attention. He let them fall to the floor, then kicked them across the room, and he sat down.

"Nice boner," I said. He and Ryan giggled. Elliot took his thumb and pulled it down to let it snap back up.

I dealt out another round, and finally Ryan lost. He looked at both of us, and for a minute I thought he was going to chicken out, but he didn't. He hooked his thumbs into his underwear, and pulled them off quickly.

His penis was perfect. He wasn't hard. It hung down over his balls, which were pretty big. Hid dick was actually quite a bit bigger than Elliot's 2 1/2 inches. I guessed it was about an inch and half longer. Elliot and I stared at him, and Ryan looked at me and said, "You're next." But Elliot lost next. Already naked, I was going to suggest a penalty, but I didn't, and the cards were dealt again. I threw out two of my best cards, drew two terrible ones, and prepared for my boxers to come off.

Both boys screamed, "Yes!" I stood up, and told Elliot that could take mine off for me. My dick was sticking its five inches out has far as possible. Ryan was staring right at it. Elliot stood up eagerly, and pulled my shorts down.

Now we were all naked, and I thought of what to do next. I saw a ruler on Elliot's desk and picked it up.

"Let's see how long our dick are." Elliot made a grab for the ruler, and I said, "Just stand there. I'll measure it." I grabbed his penis, and placed the ruler along side of hit. It was actually 2 3/4 inches. "Here," I said, handing the ruler to Elliot. "Measure mine." It came out to exactly five inches. I grabbed the ruler back, and asked Ryan if I could measure his. I was so excited when he said I could. I grabbed his dick and rubbed it. "I need to make it hard, first." He didn't mind. He stared down at my fingers rubbing and squeezing. It got hard in a few seconds, and I placed the ruler along side of it. Three and a half, just like I thought.

I didn't put the ruler down. Instead, I started jerking him off. His cock was rock hard. It was beautifully white, with a big purple head. He and Elliot stared at me stroking him. I got down on my knees and continued for a few seconds more, then looked up at him. "Do you ever do this?"

"Huh uh," he said.

"Feels good, doesn't it?" He nodded his head.

"Let him suck it," said Elliot.

"Huh?" Ryan asked, giving Elliot a funny look.

"I'll suck on it, if you want. It feels good." I squeezed harder and stroked faster.

"Yeah, let him do it," said Elliot.

Ryan nodded. I moved my lips forward and kissed the head of his dick. I nosed in and licked his balls, then licked up his shaft, then all around his head. I then took it in my mouth and moved my lips up and down, sucking and sliding my tongue all around. Ryan started moaning. "Let me do it," said Elliot. I pulled off, and suggest we all get on Elliot's bed. I told Ryan to lay on his back and spread his legs, and Elliot and I said between him. I watched as Elliot attacked Ryan's dick, sucking really hard. I squeezed Elliot's butt and played with his dick. I had him turn his hips so I could have access to his penis, and I sucked him off.

We stopped after a few minutes, and Elliot asked Ryan if he'd suck him. He nodded, and he went down and engulfed Elliot's cock. He moved his mouth up and down, pausing to suck and slide his tongue on Elliot's now throbbing cock.

After a while, Elliot told me to lick Ryan's butt. I readily agreed, and told him to go get the Vaseline. "What for?" Ryan asked.

"You'll see," Elliot grinned.

I had Ryan get on his knees in front of Elliot's bed and lay his stomach down. I split is butt cheeks, and drove my tongue right onto his pucker hole. I licked all around, and stuck my tongue in and out, in as far as it would go. Elliot came back with the Vaseline.

After a few minutes, I asked Ryan if I could stick my penis up his butt. I don't think he really thought much about it, as casually as he said yes.

"I wanna do it, too," said Elliot.

"OK, but I go first."

I had Elliot sit in his wooden desk chair, and I told Ryan to get down and suck his dick. He did, leaving his butt up in the air, all ready for my cock to penetrate. I greased up my dick, then took a greased up finger and applied the Vaseline all around his hole. I stuck my finger in, and explained to him how to let it go in. He went back down on Elliot. I grabbed his hips, pointed my penis, and started to push in. Elliot smiled at me as he watched it go in. Ryan lifted his head up to announce that it hurt.

"Just let it go in," said Elliot. "It feels really good."

I pushed further, and in a little while was all the way in. I started pumping, laying down on his smooth, hot back. I reached under and grabbed his cock, and all was complete. I was pumping this gorgeous eleven-year-old's perfect butt, stroking his cock, while he sucked on Elliot. I pumped harder and harder, and all three of us started to moan. In a few seconds, I grunted as I pumped a hot load of sticky cum up his butt. He clamped his mouth down hard on Elliot's cock. Elliot's eyes widened as Ryan's rock hard tongue pressed and slid on his dick. I stroked Ryan off faster and faster, until he yelled out, and I was rewarded with a glob of of cum on my fingers. I stroked him until he went soft. I pulled out of his butt, he stood up, and I stuck a sticky cum covered finger out to Elliot, who sucked it off my finger. I swallowed the rest. We all stood up, and I grabbed Ryan and planted a firm kiss on him, forcing my tongue into his mouth.

"How was that?" I asked.

He looked at Elliot and me and smiled.