Date: Tue, 19 Nov 2019 09:45:04 -0600
From: Not Given <chaosmode00@gmail.com>
Subject: Sam and Alex Part 2

Sam and Alex Part 2
Chaosmode

Remember help us all stay Nifty by donating if you can:
http://donate.nifty.org/donate.html


Copyright:  Chaosmode November 2019.

Disclaimers and Opening Intro: This story is a work of fiction as always,
the characters are not real and if they're based on anyone it is not
intentional.  This story was also posted somewhere else originally in
smaller chunks and has been altered and edited to better fit as one
cohesive story.  A few small things have been changed, but the main
storyline has stayed the same.  The characters and their interactions are
exactly the same as I intended and the story is one complete thought now
and heavily edited to that end.

Also this story takes place sometime around 2002 or 2003, as such I've
tried to fit the technology to that time period.

This is the second part.  Part 3 is looking to be a bit longer than this
one as it closes out the story.  This entire story is about a budding
relationship, these are boys learning about each other, and about their own
feelings.  Do no expect tons of sex.  For instance Alex is not going to
just bang Sam in each part to close it out this is not the kind of story I
write. There will be sex stuff that happens but I am trying to make it
organic and part of the story driven by the characters within as
realistically as possible.  This story is about the newness of a
relationship between one older and one younger boy, both discovering who
they are but also discovering one another.



As always thanks for reading and for any feedback you want to give.









Chapter Four.





	Saturday morning a part of Alex still felt guilty for letting Sam
do more than kiss. When he had felt the younger boy's hand between them he
had known what Sam was going for. He should have stopped him but he hadn't
wanted to either. He had wanted to let Sam explore a bit, let Sam get a
feel for what Alex was feeling for him. Still he didn't want to make the
younger boy uncomfortable and there really was no rush to do things. He
could go at just kissing Sam for as long as Sam wanted to do just that.



	Still as he sat there on his bed close to where he an Sam had made
out yesterday he had to admit the feeling of Sam's little hand sliding over
him through his jeans had felt really nice. He could just feel what it
would be like to be held by Sam, to let Sam feel the length and girth of
his erection in his smaller hands. The fact that he was growing thinking
about it, close to wanting to take his hand to himself again was enough to
tell him to stop thinking about it.



	Then after that Sam had put his hand on Sam's own penis. That had
reminded him of the day before when he had felt it on his stomach, that had
been an incredible feeling as well even with Sam's clothing in between
them. Sam was smaller than Alex, that much he knew for sure, but it had
felt incredible feeling that bit of Sam even just for a few seconds before
he had stupidly looked at his watch.



	Still he was glad that he had, meeting Sam's mom had surprised
him. He had thought for sure when she realized that Sam was hanging out
with an older boy that she'd stop it. Instead she actually was happy that
Sam had found a friend even if he was older. She clearly worried about Sam,
just what little Alex knew about Sam's mom and dad was that they had gotten
divorced and he just guessed that since then Sam hadn't seen his dad all
that much at all.



	Alex also knew that last night Sam had heard at least part of his
conversation with Karen. He was a little afraid that Sam would ask him
about his sister, he wasn't sure he could talk with anyone about Sarah. Yet
he knew if Sam asked he would talk about it, somehow being around him
warmed Alex's heart and made him feel like he could talk about it even if
he didn't want to. He shook his head to rid himself of these thoughts as he
walked out of his bedroom and into the living room of the apartment. He
cleaned up what his mom had left before she went to work. Sometimes he
wondered if his mom was aware of how much she really did drink. If him
throwing away the bottles made her think she didn't drink at all.



	He made some lunch and then headed outside, the cool fall air felt
nice and he didn't want to be in the apartment all day playing games. He
walked around the block a bit, he would go over to Rob's but he knew that
Rob was out with his girlfriend. He still wasn't sure why he had set that
stupid date with Paula for today. He had no desire to go out with her, he
wasn't interested in girls, he was interested in boys. More accurately for
the moment he was only interested in Sam.



	After a walk around the block he headed back to the apartment and
figured that since he was a nice guy and he had agreed to go on the date
that he should at least get ready for it and look presentable for it. After
getting dressed he was heading out of the apartment when his mom saw him,
"going out?" She was holding a half-empty glass of wine. She didn't halfway
fill up a glass like you saw people do on TV or the movies. She filled it
all the way, drank it in little time and then moved onto the next one.



	"I've got a date, I'll be back in a few hours." His mom just
gestured a bit with her hand as if to say yeah have fun. Alex headed out of
the apartment, taking his key with him as he walked down the steps and
headed out of the complex. He had agreed to meet Paula and her sister in
front of the complex and they had parked across the street in front of
Rob's house. Both of them being fifteen neither could drive a car yet and
the movie theater was not in walking distance.  Alex got into the car,
sitting in the back seat where Paula was sitting as well.



	Instantly looking at her Alex felt wrong about going on this
date. It wasn't that he disliked Paula, he barely knew her he couldn't form
an opinion on rather or not he liked someone with that little
information. It was more that he really had no desire to date Paula. He had
agreed to the date though and he knew that if he didn't try Rob would just
set him up with another girl. "Hey." He said feeling like an impostor in
his own date.



	Paula was dressed nice he decided. The dress she wore was designed
to hug to her proportions just right. She wasn't well endowed like Janice
who practically toppled out of anything she wore. Paula was slender, petite
almost with a small frame and small breasts to go with it, less than a
handful which fit perfectly with her small tight frame. If Alex was into
girls he could imagine doing a lot worse than Paula. She sort of smiled as
well, "Hi." Up front her sister just kind of ignored them, but turned the
pop music she had playing up a bit.



	They didn't talk on the way to the mall that the theater was
located inside of and once their as her sister pulled away Paula said, "we
could skip the movie, just go get something to eat if you want?"



	Alex shrugged, "Sure, that sounds good." He wasn't sure what angle
that Paula was aiming for as they walked across from the movie theater
inside of the mall to the food court area. After Alex got some pizza and
she a sandwich as they sat down he said, "I'm not good at this, never
really been on a date."



	Paula said, "its not really a date though."



	Alex said, "how do you mean?"



	Paula leaned over looking at him, "Please you're about as
interested in me as I'm in seeing a movie today." Alex looked at her
feeling dumbfounded he thought for sure that she had enjoyed the chase
thinking that he was playing hard to get. She ate one of her potato chips,
"just please tell me its not Rob that you're interested in."



	Alex swallowed hard and said, "excuse me?"



	Paula nodded, "so not Rob then, that's good, maybe one of the guys
in your band?"



	Alex felt flustered and confused he had never told anyone, and he
had no plans to ever tell anyone what his interests were. "I don't....



	Paula interrupted him, "Okay so not one of them either." She had
picked up her soda and was drinking it still looking at Alex. Honestly he
had no idea what to say, how she had even known or would suspect
anything. Finally Paula said, "there's only two reasons a guy plays hard to
get, one he's shy and doesn't know he's being flirted with. Or two he's not
interested in girls."



	Alex shrugged, "well it was the first one."



	"Oh fuck off Alex, its not the first one." She leaned across the
table, "at least three guys within five feet of us have checked me out
three or more times and some of them are ten years older than me at
least. You haven't even looked past my face."



	"I respect..."



	She interrupted him, "you respect, my ass. My cousin Jeremy is gay,
I can see it a mile away."



	Alex thought about that for a moment and said, "what do I give off
some kind of scent or something?"



	Paula shook her head, "no, nothing really, its just something that
a girl notices. You're too busy trying to hide that you're different that
if someone who has seen the same thing before sees it again they know what
it probably is."



	"Okay so why did you agree to our date then?"



	Paula smiled and said, "well you want to keep that you're gay a
secret right?" Alex nodded, "well so do I. I don't want the world knowing
I'm not ready for that kind of pressure."



	Alex didn't know how to react, Paula was basically telling him that
she was also different than others at their school, "so you're suggesting
that since neither of us wants to have sex with the other but we don't want
the world to know that we're different that we pretend and date?"



	Paula shrugged, "why not, at school we'd hold hands, hang out,
maybe a few chaste kisses here and there. It gets Janice off my back and it
gets Rob off of yours on top of that." Alex had to admit, it was an
idea. It would stop Rob from trying to set him up with girls of which Paula
had been the third.



	"Okay, but we'd have to do some dates sometimes also."



	Paula said, "well yeah of course, keep up appearances, and you have
a band so I'll come to your shows like a good girlfriend would do, and you
have to come to the football games."



	Alex said, "Every one of them?"



	Paula shook her head, "just the home ones." She held out her hand
after wiping it off with a napkin, "Deal?" Alex thought about it for a
moment and then shook her hand agreeing. "Great now lets go shopping."



	Alex laughed, "really? That seems about as fun as I don't know
clipping my nails."



	Paula studied him, "you're sure you're gay?"



	Alex shrugged, "yeah pretty sure, doesn't mean I have to like
shopping." Paula shook her head but still managed to drag him up out of the
food court to walk around the mall. Once the pressure of the date was off
he did find that he had a lot of fun with Paula. They did a lot of silly
things in the mall, going from store to store, trying on things, she
insisted on him putting on this hat with little clapping hands on it which
made her laugh so hard that she actually bought it and made him wear it the
rest of the afternoon. He tried to take it off, really he did but she would
just grab it and pull it back on his head.



	As they sat on the bench outside waiting for her sister to pick
them up Alex said, "you're not playing some game to see if you can like
turn me straight or something?"



	Paula shook her head, "no Alex, I swear. If I thought for a second
that she was gay I'd walk up to Janice tomorrow and kiss her so hard her
lips hurt. I'm not interested in boys just like you're not interested in
girls." Her sister arrived then and they were pretty quiet on the drive
home. He said goodbye to both of them and headed back to his apartment.



	As he walked in his mom was out cold, in her usual chair by the
couch. Alex made sure that the rent check was still in its envelop from his
dad and he started towards the front office to drop it into the drop box
for Monday morning. He was at the last few steps when he saw Sam. The ten
year old was still in his soccer outfit, it was a mix of dark greens and
white lettering. The shorts looked far too big on his small frame as did
the shirt which was tucked half into the shorts and half out. He also had
on socks that went up just past his knees and were a lighter green. Alex
wasn't sure at all what it was about seeing Sam in the uniform that made
him want to immediately right there scoop the boy up and make out with him.



	Sam's mom and older brother were both there as well, the three
heading up the stairs to their apartment. The older brother did not look
happy at all, he had probably been dragged to something he didn't want to
go to. As Alex Continued walking Sam saw him and waved, Alex waved back
smiling as well. Alex walked through the complex and dropped the envelope
off at the front office drop box before heading back towards his house. He
almost jumped out of his skin when Sam jumped from behind the building
ahead of Alex with a big hearty, "boo!"



	Alex said, "you're dead!"



	Sam got a really wide-eyed look on his face afraid he might have
done something wrong and that was when Alex grabbed him. The younger boy
was still in his soccer outfit as Alex began to tickle Sam. The ten year
old squirmed trying to get away as Alex dug his fingers into the boys
ribs. Sam's escaping giggles of laughter were music to Alex's ears. He let
Sam almost escape before grabbing him by the back of his jersey, pulling
him back over tickling him some more as he faced away form him.



	Sam squirmed and escaped, tripping and falling, hitting his knee on
the concrete side of the curb. He sat down holding it and Alex quickly sat
down as well by him, "shit, I'm sorry Sam, here let me see." Sam was
reluctant to move his hand off of his leg, but Alex was slow and gentle,
pulling the hand away. It was just a scrape on Sam's leg, just across the
knee, "are you okay?"



	Sam said, "yeah, I thought you were really going to be mad at me."



	Alex sat down next to Sam, "for scaring me?" Sam nodded and Alex
said, "yeah sorry about that. You sure you're okay?" Another nod as he
looked at his scraped knee, "is your mom going to kill me?"



	Sam looked over at him and said, "yeah, you're dead when I tell her
so you'd better catch me and stop me." Before Alex could even think Sam had
gotten up and ran away a really big smile on his face. Alex laughed and
stood up to give chase. Sam was a tough kid which made sense with the kind
of brother that he had. He ran after Sam chasing him through the complex
towards the little park in the center of it.  The park like the rest was
rundown, one of the swings was broken and the slide looked like it had seen
better days. Sam rounded the slide and stood on one side of it looking at
Alex, giggling as Alex made to grab him, the two of them circling around
the slide judging one another.



	Alex moved to one side, running towards Sam who took off running
around the other way towards the small area with under used benches that
had seen better days as well. As they ran across the small park area Alex
decided it was time to lay his trap. He stopped and pretended to fall down
groaning and grunting with his fall as if he had tripped over something
holding his leg.



	 The preteen tried to study him, to see if he was pretending or
not. Alex sat up touching his leg and Sam took a tentative step then
another as he said, "you okay Alex?" Another step and then he had him. Alex
pulled Sam down onto the ground, his hands on the boys ribs again tickling
him as little giggles of laughter escaped from Sam. His dark blue eyes
sparkling with them as he tried to squirm and get away.







*





	His knee didn't hurt at all anymore as he ran from Alex, enjoying
the feel of being outside, of being chased all in the name of fun. The
feeling of Alex's hands on his ribs tickling him earlier had not only made
Sam laugh, he wasn't sure why but he liked it when Alex would touch him and
if the only way he could get Alex to touch him was to get tickled more well
then he'd do all he could in his power to get it done. So he ran towards
the center of the complex where the park was, where he knew that he could
continue this game for a bit longer.



	Sam liked the feeling of running, it was why he enjoyed playing
soccer, it gave him a chance to run and kick a ball and interact with other
kids. None of the kids on his soccer team went to his elementary school so
none of them knew that he was being called names at school lately. Or that
he had tried to kiss Carter. So he still got to really enjoy playing
soccer. Now though his mind was only on staying ahead of Alex.



	At the park he stayed on the other side of the slide and swing set
for as long as he could, but he knew Alex was taller, had longer arms and a
further reach. He knew that Alex was coming for him, and if he wasn't fast
enough he would catch him. Sam giggled as he made it around the slides and
ran towards the area with the benches. That was when he heard Alex fall
behind him as he turned to see what the sound was and realized that Alex
was on the ground holding his leg looking at it like he had hurt it.



	It was a trap, clearly, Sam could smell it a mile away, but it was
the kind of trap that he was looking for wasn't it? He cautiously stepped
back towards Alex seeing if he was okay, then another step, he knew he was
in range and so did Alex. That was when he was taken down. Alex's hands ran
over his sides again, the older boy had actually gotten his shirt up this
time and his belly was exposed to Alex's fingers as they found all the
right spots on his stomach and ribs to tickle him even more. Sam squirmed
loving the feeling of it, but also desiring to escape.



	Alex was leaning over him as he tickled him and Sam could see
laughter in Alex's eyes as well. Alex's hand on his sides where they had
been tickling stopped suddenly, his eyes were just looking at Sam now. Sam
leaned up before Alex could sit up and pull away. He kissed the older boy
on the lips and then Alex did sit up suddenly. There was a look of concern
on his face as he looked around the complex. Sam realizing that they were
outside said, "sorry."



	Alex looked back down at him and reached for his arm pulling Sam up
as he stood as well. The feeling of Alex's lips on his own even briefly had
felt nice. Alex squeezed his shoulder, "it's okay Sam." The moment had
passed, but Sam wanted more. The kisses were so nice, and he knew that Alex
wanted to do more than that. As they started back towards buildings three
and four Alex said, "how was soccer?"



	Sam said, "it was cool, I tried to score a few times but the other
team's goalie was actually really good not like ours so we lost but it was
nice." As they continued walking Sam said, "could I come over and play
playstation for a bit?" That wasn't what he wanted to do at all.



	Alex knew it as well, "if your mom's okay with it?"



	Sam said, "she said as long as I don't bother you, she said for me
to tell you that if I do you just tell me and I'll go home."



	Alex smiled, "So well then scram kid." Sam looked up at him
shocked, and started to turn but Alex grabbed him and hugged him fiercely
for a second, "I'm messing with you Sam."



	Sam flushed, "I knew you'd hug me if I started to walk away."



	Alex was still hugging him a bit, "did you want me to hug you?"



	Sam said, "no, I want you to kiss me again."



	Alex said, "I thought you wanted to play some video games."



	Sam still looking up at Alex said, "I'd rather do more kissing."
Alex stood back up fully and just held Sam's hand as they started up the
stairs to Alex's apartment. They didn't talk as they went in. Sam wondered
what Alex was thinking as they walked back through the apartment. Alex's
mom was sitting in that same chair a glass of wine in her hand watching
something on the television. She didn't even seem to care that they were in
the house.



	In Alex's room the teenager turned on his playstation and Sam
really thought that they were going to do that instead of more
kissing. Alex just said, "so my mom doesn't think we're..." He shrugged as
he didn't finish it and stepped up to Sam looking down at him. His hands
touched Sam's arms sliding down until they were on his hands again Sam felt
it as the older boy's fingers entwined with his, their ten digits joined
together as Alex used the joining to pull Sam with him towards the
bed. Alex sat on the bed and Sam stood looking at him. They were about eye
level though Sam was still a bit shorter. One of Alex's hands slipped out
of his own and touched Sam's cheek, it always felt so nice when Alex did
that though Sam didn't know why.



	Then Alex's lips met his. It wasn't a sudden rush of pressed lips
to one another. It was a gentle slow meeting. Alex's thumb still stroked
his cheek, his lips softly pressing as they did Sam felt himself swept up
on that same flowing river of emotions. Elation, fear, desire all of them
so fresh and new to the preteen boy still even now the third time they were
making out. The feeling of Alex's other hand still holding his own. The
feeling of his penis as it went from soft to hard while Alex's tongue
gently pulled and pushed at his own as Alex's hand on his cheek had slipped
to Sam's hair.



	Sam rested his hands on Alex's legs as they continued to kiss, the
older boy's one hand still running through his hair, the other one on his
shoulder. Sam wanted more, he knew he wanted more. The ten year old found
that the kissing was nice, it was wonderful really but he knew there was so
much more that he and Alex could do. Instinctively he knew there was more
to it than just kissing and he wanted to know what it was.



	Alex's tongue was doing that swirling thing in his mouth as Sam
moved his hand up further on Alex leg. He found it, sliding over between
Alex's legs, his hand resting on the older boy's middle, right there he
could feel it. Sam had felt it yesterday as well but Alex had pulled away
stopping them. Today as he kissed Sam it was different. Today he didn't
stop the ten year old as his fingers traced the length of it discovering
how it stretched in the older boy's jeans. How as he pushed his fingers
over it he could almost feel the shape of it fully if he pushed hard
enough.





*







	Alex told himself it was wrong, that letting Sam touch him for this
long, letting his little hand press at his dick through Alex's jeans wasn't
right. Yet as he held Sam by the back of his head, as he ran his fingers
through the younger boy's short dark brown hair all he could think of was
how incredible Sam tasted. How he felt in Alex's hands. He ached for more
of the younger boy. He let Sam explore because he wanted to let Sam
explore. He wanted Sam to decide and if Sam was deciding this then Alex
would let him.



	The ten year old was clumsy in his exploration as their kiss
continued. His little fingers pressing to Alex's jeans, rubbing on them
trying to find the entire shape, though the jeans made it difficult. Alex
wondered if Sam was stiff too. That thought drove Alex more, his kiss was
becoming a bit more desperate now. His tongue swirling in Sam's mouth, his
other hand on Sam's shoulder stroking it, as Sam pulled back a bit.



	At first Alex thought that Sam was scared or that he had been too
rough in the moment. He could still taste the preteen on his lips, still
feel Sam's small hand at his middle where he stood erect in his jeans. Sam
though was frustrated, it showed on his face when he said, "I can't really
feel it... I can kind of feel it but not really feel it."



	Alex said, "what do you mean?"



	Sam groaned in frustration pulling his hand out of Alex's, "your
penis! I know its hard and big but I can't get a sense of just how hard or
big because your jeans are in the way!" Alex smiled a bit almost laughing
and Sam said, "its not funny! I know you're going to say that maybe I
shouldn't but I want to!"



	Alex took the hand that Sam had pulled away, the younger boy's
fingers were smaller entwined with his own. "I'm not going to say that. I
do get scared that maybe we shouldn't do stuff other than this."



	Sam pulled his hand out again, "but I want to do more than
kiss... I...." he flushed red and whispered, "want to I just don't now how
to."



	Alex took the hand again and this time he pulled Sam close to him,
"you think I know how to?"



	Sam shrugged, "m-maybe."



	Alex said, "besides that one time in middle school you're the first
person I've ever really kissed Sam. You're my first everything just like
I'm yours."



	Sam looked up at him, the ten year olds eyes were full of warmth
and shock, "I-I'm your first too?" Alex nodded and Sam said, "s-so you're
worried that you might mess up too and that's why you just kiss me?"



	Alex squeezed Sam's hand this time, "Yes, I'd hate to ruin this for
you Sam that's why I hesitate a lot because I don't want to hurt you,
because I really like you."



	Sam smiled and flushed, god he loved it when the boy smiled, it
really could light up a room, he knew it lit up his world. "I really like
you too." Then the younger boy thought for a moment and said, "I've got
it!"



	Alex said "got what?"



	He went from sort of red to full red as he said, "if you undo your
jeans then I could see it in your underwear and then I'd get a sense on how
big it is." The preteens face was magenta as he finished speaking.



	Alex said, "you really want to know how big it is huh?"





*





	Sam's cheeks felt like they were on fire as he told Alex his idea,
it was such a simple idea that he couldn't believe it hadn't jumped out to
him right away. He had been so focused on trying to figure out how to
determine how big Alex was that he had forgotten that if Alex just took his
jeans off he could tell. When he was in just his briefs and he was stiff he
could see how big it was, so it reasoned that if Alex was in the same state
he could tell how big Alex was. "Yes I want to know." He continued to flush
as he said, "w-when we kiss it makes you get a boner and I want to know how
big it is."



	Alex laughed and Sam could tell it wasn't a making fun of him kind
of a laugh. It was a laugh at the situation and how frustrated Sam was and
also how frustrated Alex was. It had never occurred to Sam when he and Alex
had started kissing that first night that Alex was just as inexperienced as
him. Alex was older so it reasoned that he had done stuff before with other
boys. Instead learning that the reason why Alex was so afraid to do more
than kissing was because Alex had never had a boyfriend either was quite
surprising to Sam.



	Alex's hand was still holding his. "you're sure?" Sam nodded and
Alex said, "should I just take my jeans off then?"



	Sam suddenly got an idea and shook his head and said, "no. I want
to." Alex shrugged and leaned back on the bed to let Sam. Sam studied him
wondering if the older boy was going to attack him with tickles again. He
was okay with that but not right now, this was a serious matter he wanted
to know how much bigger it was than his own. He reached out for Alex's
jeans, the button was the hardest part, it wasn't the same as doing the
button on his own jeans. He had to think about how to get the button undone
differently as it was jeans on someone else. He used both of his hands,
holding the jeans and then finally with his tongue between his lips he
managed to unclasp the button.



	The zipper was next. That was easier, he just pulled at it and it
went down the teeth until it was at the bottom of its track. Already with
the jeans loosened like that Sam could see Alex's underwear underneath. It
was a really dark blue, and it clearly didn't have any characters form
movies or cartoons on it like Sam's own underwear did. Alex would probably
think his underwear was kiddy. Sam didn't want to be a little kid to Alex
even if he was one.



	He felt a strange funny feeling in his tummy looking at the visible
bit of Alex's underwear. Alex was still just watching him as he pulled the
jeans more open, his hands pulling at both sides of the jeans until they
were open more. It surprised him when he saw it, pulling the jeans open
freed it and it sort of strained up in the boxers. Sam stared, his eyes
trying to get a judge on how big Alex was. He knew adults and teenagers had
bigger ones, but he hadn't known it was so big when it was erect.



	Alex didn't say anything, he was still just watching Sam. In the
background he could hear the music for the start screen on Ape Escape, but
really Sam was jut focused on what was before him at the moment. He reached
out a bit afraid for a second that Alex might stop him but the teenager was
just watching. He pushed at the boxers, until he could really see the shape
not just the way that it pushed at them. Sam took one of his hands and
rubbed it along the length that he could now see in the boxers it jerked a
bit as Alex said, "I-I think...that's enough for now Sam."





*





	Sam had no idea how close he was to making Alex cum, the preteen
boys hand was tiny and warm as it pressed along the length of his shaft
through the boxers. He was just feeling it, rubbing a bit trying to gage
not just its size but also its girth as well. The ten year old was clearly
fascinated, but more than that Alex could see something in Sam's eyes that
he hadn't expected to see in a boy his age, desire. Sam was still moving
his fingers over it, using one hand to push on it, rub up to the head
through the boxers, the other hand was still holding on his boxers like the
first one had been moments before. Sam had actually pressed the boxers down
on both sides to see its length and then he had started putting his hand on
it sort of rubbing it.



	That was why Alex was so close now, feeling that smaller foreign
hand rubbing over him even through the boxers was enough. Sam's fingers
were so small, but the younger boy had clearly rubbed a penis before, just
not one as big as Alex's. That was why Alex had to stop him, and that was
why Sam had a small disappointed look in his eyes as his hands slowly moved
away from Alex's boxers.



	Alex's dick was twitching in his boxers, moving with each
heartbeat, he could feel his seed churning dangerously in his balls. He had
never been touched like that by another living person and on top of that it
had been Sam touching it. Lovely, wonderful little Sam. The boy that for
the past two months he had crushed on was now in his bedroom with him
touching Alex's penis through his boxers.



	Alex sat up slowly, he could feel his penis twitching, Sam's eyes
were on it watching it twitch. Alex started to tell Sam that they should
stop when Sam said, "I wish mine was that big."



	Alex stopped, his mouth going dry, his dick twitching as he said,
"I don't." The other day when he had felt it through Sam's pants while
making out came back to his mind.  In that moment on that day he had wanted
nothing more than to feel that little bit of Sam. Alex really didn't care
about it size he knew from his own memories of being close to Sam's age
that even a small one could feel intense pleasure if touched right. He also
did want to see it, thinking about seeing Sam even if it was just an
outline or definition in underwear was enough to send Alex's dick twitching
again.



	Sam was flushed still and Alex realized that he was as well sitting
there looking at the younger boy. Softly Sam said, "you'd probably think my
underwear is for a little kid if I showed it to you."



	Alex swallowed, his dick twitched again, "I don't think I
would. What do you have like dinosaurs on it?"



	Sam shook his head, "no." Then softly, almost so soft that Alex
needed to lean over, "its Star Wars."



	Alex felt it twitch again, "I'd like to see but if you don't want
to show me its okay."



	Sam whispered again, "you really won't think its too small?"



	Alex whispered back, "I'll think its perfect."



	Sam flushed then said, "okay if you want to." He started to put his
hands on his soccer shorts.



	Alex put his own on Sam's, "hey I let you, will you let me?" Sam
went magenta again but he took his hands off of the shorts. Alex rested his
hands on Sam's small hips, he could feel the elastic band of the shorts,
the dark green shorts had that strange material that soccer and basketball
jerseys were made of. He slipped off of the bed and went on his knees as
Sam stood before him. As he took hold of the shorts Alex felt his dick
twitch again throbbing even more at the thought of what he was about to
see.



	He slowly pulled the shorts down, his eyes looking down. Sam wore
briefs and they were constraining beautifully, whereas the really loose
soccer shorts hid everything the briefs did not. The elastic band was the
first thing he saw, this thick line of elastic that stopped at just the
bottom of Sam's belly button, a little inny button that was shallow in its
depths as Sam had no fat on his stomach. He had one hand on Sam's shirt
scrunching it up a bit on the boys upper stomach with his hand as his other
hand pulled the shorts down the rest of the way.



	Alex's penis was twitching furiously now in his boxers as he took
in Sam with the soccer shorts falling to the boys ankles. One of Sam's
socks stopped at the top of his left knee, the other one was at the middle
of his calf and that was the knee that had suffered the scrape in their
play outside earlier. Alex's eyes roamed upwards, the boys briefs were his
focus now. His eyes went below the elastic band again, taking in what he
saw. The briefs were tight giving definition clearly to Sam's little sack
at the base in them and he ran his eyes up from there.



	He had felt it the other day just for a few seconds or so on his
stomach, but now he saw what he had felt. Sam was right, he wasn't all that
big judging by the size in the briefs. They were a light blue in color and
didn't have Star Wars characters on them just the words Star Wars all over
the place. The words ran over the middle a few times and they were pressed
outwards by the bulge that was the preteens penis. He was probably three
inches and a bit more perhaps, but the little thing pressed hard in the
briefs that were probably a little too small for the ten year old.



	Sam was still looking at him, his dark blue eyes not judging but
curious what Alex thought. Alex slowly reached out with one finger and
rubbed the length just once. Sam jumped a bit and stepped back with his
jump. Alex said, "sorry." For the brief few seconds he had felt it Alex had
been amazed. Sam had felt firm and very stiff under Alex's finger, warm and
inviting.



	Sam stepped forward again, surprising Alex by actually lifting and
pulling his shirt off all the way so that Alex didn't have to hold it up
anymore. "It felt funny when you touched it but if you want to you can do
it again."



	Alex put his hands on Sam's waist again, gently stroking the sides
feeling that elastic band under his fingers as he rubbed Sam's sides. The
younger boy was so warm under his fingers and palms. He looked Sam in the
eyes before looking back down. He could see Sam's breathing, his little
chest and stomach rising with each breath. He put a finger at the tip of
where the boy's shape was pushing the briefs out. Right there was the head
of Sam's length Alex rubbed at it gently with his finger, slowly sliding
down over it. He felt it twitching a bit, like his own, this smaller boy
was excited just like Alex.



	Sam was watching him. Alex had never actually felt another boys
penis, not even covered like this. He slowly slid his finger down the
length feeling the soft cotton of the boy's briefs under his finger. Sam
was breathing a bit faster as his finger ran over the base and he slowly
pulled it back. Alex looked up from what his finger had been doing and his
eye's met Sam's again. His eyes roamed over Sam's flat chest and stomach,
his dick twitched again. He ached to touch Sam, but he didn't want to make
the younger boy uncomfortable that was more important to Alex than anything
else.



	Sam said, "c-could you kiss me again Alex?"



	Alex smiled, "yes." He touched Sam's cheek, sliding his hand around
the side of Sam's face and resting it on the boy's head, pulling Sam down
to him since he was just a bit taller with Alex resting on his knees. He
sat up fully on his knees and they were the same height with Sam bending
down as well. As their lips touched he felt Sam's hand on his head as
well. The preteen was getting better at kissing the more they did it.



	His little tongue was pushing into Alex's mouth this time as Alex
pulled him fully into his arms. He ran a hand down Sam's back feeling the
warmth of Sam's skin under his fingers. His hand slid down over the elastic
band of Sam's briefs on the younger boy's back. He could feel Sam's penis
pressed to his own stomach now as he ran his hand down further than he had
ever before. He ran his hand over Sam's bottom, squeezing it through the
boys underwear, feeling the firm little globes under his fingers.



	Sam gasped when Alex squeezed just a bit on one butt cheek and the
preteen pressed his erection harder into Alex's middle. A little gasp
escaped from Sam's lips as their tongues played. Alex pulled back breaking
their kiss both of them breathing heavily. He moved his hands off of Sam as
he sat back looking at him. He softly said, "I shouldn't have.... Are you
okay Sam?"



	Sam said, "y-yeah it felt really nice... I... you didn't have to
stop."



	Alex touched his cheek again, "yeah I did, I was getting carried
away and I don't want to make this bad for you by rushing things." He stood
slowly and saw Sam's eyes on his boxers again. He touched Sam's shoulder
and the younger boy jumped a bit as he did. "what are you thinking about?"





*



	The kiss had felt so good, like beyond the other one. When he had
felt Alex's hands sliding over his back and his head holding him all he
could think of to do was to hold Alex back. Then he had pressed against
Alex as hard as he could, even through his underwear his penis felt so good
pressed to Alex's stomach area while they kissed. Then Alex's hand had
started squeezing his butt and that had made it even more incredible as he
pressed to Alex.



	 The warm feeling of being in Alex's arms like that still lingered
even now when Alex had pulled back. His eyes went down to it again when
Alex stood, he could see how it still twitched in Alex's boxers but now
there was this little wet spot where it formed the top of the tent. So when
Alex asked him what he was thinking about Sam told him, "uh d-did you pee a
bit?"



	 Alex looked down and then after a second laughed before sitting
down on the bed. He patted the bed next to him and Sam climbed up sitting
down as well. The mood in the room shifted a bit, but Sam didn't mind. "No
I didn't pee. I did leak something but not pee."



	 Sam said, "oh, what?"



	 Alex said, "do you know how babies are made?"



	 Sam said, "Sure, the boy and girl um," he flushed thinking about
it, "well the boy puts it in the girls vagina and then a baby comes."



	 Alex nodded, "well sort of yes, do you know what puberty is?"



	 Sam smiled, "yeah that's when you get hair in places and you have
to wear deodorant so you're not smelly."



	 Alex smiled too, "well that's part of it but another part of it
for boys is that when we reach puberty stuff other than pee starts to come
out of the penis. I guess in scientific terms its called semen and its not
like pee, its white and a little thick and its the stuff that goes in a
girl and makes a baby if she's at an age where she can carry a baby."



	 Sam thought about that for a moment, he wasn't really confused by
it, but he was confused by one part of it, "but you want to um shoot that
stuff because of me but you can't make a baby in me."



	 Alex said, "that's true, we can't make babies even after you go
through puberty but sex isn't just about making babies. Its about feeling
good and making the person you have it with feel good too. So if you made
me feel really good my semen would come out."



	 Sam couldn't help it he thought that was a little funny and
strange so he laughed a bit and said, "but I can't do that. I mean I rub it
sometimes." He felt his cheeks go red as he admitted this part, "on my bed
I'll rub it in just my underwear on my stuffed bear and it feels really
good but nothing ever comes out."



	Alex said, "yeah that's because you're too young for stuff to come
out. Doesn't mean that it doesn't feel good to play with it. I did too at
your age."



	Sam thought again for a moment processing it and said, "so you
could make me feel as good as I feel when I rub it, but you'd be doing it
instead of me?" Alex nodded and Sam continued, "and I could make stuff come
out of you when I make you feel really good?" Another nod. Sam was still
thinking about that and he shivered a bit as he realized he was cold in
Alex's room now that their kissing had stopped producing warmth.



	Alex handed him his shirt from the floor and Sam put it on as Alex
said, "I think I should take you home, its getting late and I don't want
your mom to worry about you."



	Sam pulled his shirt on and said, "I don't want to go home, I like
it here."



	Alex put his arm on Sam's shoulders, "I love having you here too
Sam, but I don't think your mom would approve of sleepovers."



	Sam flushed at the thought of sleeping in the same bed with Alex
for some reason it did excite him, "Alex?"



	"Yes Sam."



	"Do you want to do all that other stuff with me."



	Alex's eyes were on him again, and Sam didn't look away, "I do Sam
but not till you're ready."



	Sam said, "we should both be ready. You've never done it either so
when we're both ready then we'll do it." There he had made the decision.



	Alex smiled and leaned down to kiss him. It wasn't one of those
fire ones, just a little short one. "yes that sounds good Sam. Come on let
me walk you home." He closed his jeans again and Sam pulled his soccer
shorts back on. As they were walking back over to Sam's apartment Sam held
Alex's hand the entire walk over. It was dark out now and the moon was
actually out with a few clouds going over it. As they walked up to Sam's
apartment on the second floor Sam impulsively said, "I love you Alex."



	Alex stopped, and his hand was still holding Sam's so he had to
stop too looking at Alex standing on the step. Alex looked at him. Sam felt
like something important had happened, that he had said something really
important, but he hadn't realized it. He did love Alex, he was so nice to
him and he made him feel safe like his mom did but different. He also
clearly cared about Sam a lot and to Sam that was all that he needed to
know that someone loved him.



	Alex stepped up to where he was and touched his cheek once, "I love
you too Sam." The he hugged Sam. Just once, briefly before they walked back
up to the apartment.



	That night in bed Sam lay holding his teddy bear, the same one he'd
rubbed his penis over a few times and talked to it softly, "I think I'm
going to let Alex see my penis, I know now that he won't think its funny
looking, and he really wants to see it. Do you think thats a good idea
Bear?" The bear didn't respond but Sam knew it was the right choice.







Chapter Five





	On Sunday and on Monday both Sam didn't get to see Alex other than
brief moments. On Sunday his dad came and picked him and his brother up
taking them to the movies and dinner and once again though Sam pretended
not to hear it his brother Billy asked if he could just live with their dad
instead of with their mom. Sam knew the answer to that question like he
always did, no. At first after his dad had left his mom when he was six his
dad would come and collect Sam and Billy every Saturday and they'd stay
over at his house with him and his new wife Erin. Then around Sam's ninth
birthday Erin had given birth to a girl and suddenly Sam and Billy weren't
as important.



	So sometimes on Sundays they would go with their dad to a movie and
dinner. Sunday morning Sam did get to see Alex just briefly and Alex told
him that he had band practice because they had to get ready for a show. Sam
had listened to the Pearl Jam album a few times now but he mainly just
liked the songs Black and Alive. That Sunday morning before Alex had left
he had asked Sam about that when Sam had come over to bring him the CD and
player back.



	Alex had been dressed in jeans and a tee-shirt, looking like he was
ready to go somewhere and he even asked Sam if he wanted to hang out with
him and the band or not and Sam had told him about his dad. He had wanted
to kiss Alex right there, he always wanted to kiss Alex he realized. He had
to get back to his house though as his dad was going to be by soon. So he
had stood feeling a little awkward wanting to do more but not being able to
as he talked to Alex.



	He had held up the CD player after Alex hugged him and sat on his
bed to put on his shoes. Alex's mom had let him into the house, not even
asking what he was doing there or who he was. She was kind of weird, she
always had a wine glass in her hand. Sam wanted to ask about Sarah but he
was a little afraid to honestly. Alex looked at the player in his hand
still and said, "what did you think?"



	Sam shrugged, "I liked the one song, the one you sung on Friday,
and then the one Alive. I don't know about the rest, they're not bad..." He
shrugged.



	Alex took the CD but not the player and stood up going over to his
dresser and pulled out another album. "Here try this one instead." He
handed him another CD this one said Soundgarden on it and was black and
gray with the words Superunknown underneath it. "then you tell me what you
think and then we'll go really old school."



	Sam took the CD and said, "old school?"



	Alex nodded, "Yeah sure the stuff my uncle got me into, like Led
Zeppelin and Aerosmith or Pink Floyd." He stopped looking at Sam and said,
"if you don't want to though you don't have to Sam, its not like we have to
like the same stuff to be together."



	Sam held the CD tighter suddenly almost felt possessive of it. "no,
I want to. I just never knew there was music like this. My mom's always
listening to country and my dad likes sports talk radio."



	Alex smiled a bit and said, "you're mom will probably kill me if
you start getting all teenage angsty before you're even a teenager." He
leaned down and kissed Sam's lips once for a few seconds, "I've got to
go. I'm serious though Sam you don't have to..."



	Sam following him out of the bedroom talked over him, "I want to
Alex." Alex had dropped it then and outside hugged him once, and they had
sat and talked for a bit more about nothing really important just finding
out little things about one another. That had been nice but the only
interaction between them. Then on Monday Alex hadn't been waiting for him
after school. He had tried knocking on the door but no one had
answered. Around six when his mom was due home he saw Alex walking into the
complex after being dropped off in a black car.



	He had wanted to ask Alex where he was but he hadn't gotten to as
his mom was home and she wanted him and Billy to finish their homework and
then get dinner and bed. Despite being ten his bedtime was still eight
thirty. In his bed after his mom had kissed him good night and told him to
not fall asleep with the headphones on he did pull them on anyway and
listen. Sunday night he had found the album different than the other
one. The music was more complex, that one song was so very good, the one
about black hole suns.



	On Tuesday he was afraid that he wouldn't see Alex again since he
hadn't seen him on Sunday for more than a few minutes and on Monday at
all. He got off of the bus feeling a bit down honestly until he saw Alex
sitting on that bottom step leading up to his apartment in building 4. Sam
walked over trying not to look really excited, not because he wasn't but
because he didn't want to get his hopes up that Alex wasn't going to say he
had to leave again.



	He stopped before Alex, watching him. Alex smiled, "sorry about
yesterday. I had theater practice after school. I should have told you
about that."



	Sam said, "oh." Then he shrugged and looked down a bit, he was used
to people not telling him stuff or forgetting him. "that's okay."



	Alex touched his chin making him look up at him, "its not okay, I
should have remembered, I made you feel like I had forgotten about you
yesterday didn't I?" Sam sort of shuffled his feet, "I felt really bad
about it all day today at school."



	Sam smiled just a bit, "bad about making me feel bad?"



	Alex said, "yes."



	Sam smiled bigger, "bad enough to kiss me and make it up to me?"



	Alex smiled as well, "oh so you want me to kiss you?"



	Sam said, "well...yes." His cheeks went red, he could feel it.



	Alex stood up as he said, "I suppose that's not too horrible of an
idea. I mean if that's all it takes for you to forgive me for being an
ass..." Sam nodded and Alex took his hand pulling Sam towards the
stairs. Sam thought about saying he needed to drop his books off at his
apartment but the idea of kissing Alex right now was a lot more pressing
then say putting his backpack down. Alex's mom wasn't home as they walked
through the apartment back to where Alex's room was. Sam shrugged off his
backpack dropping it on the floor in Alex's room and it was then that Alex
said, "I should have let you take that home first."



	Sam shrugged and flushed as he said, "its okay..." He looked up at
Alex, he liked that Alex was taller than him, more broad of shoulder and
all around just bigger. It always felt so good when Alex would pull him in
for a hug and a kiss. Alex was studying him, and Sam thought for sure that
the older boy was about to lean down and kiss him, instead Alex attacked
him and he never saw it coming. Alex leaned over grabbing him lifting him
up and tossing him onto the bed as his fingers dug into Sam's sides making
him giggle and squirm as he tried to escape.



	Alex stopped then, leaning over Sam, his hands still on Sam's sides
but not tickling him anymore. That was when Alex leaned down. When his lips
met Sam's again finally. The feeling of Alex's lips on his own, of the
older boy's hands sliding over his sides even over his tee-shirt made Sam's
heart start to race. He loved how Alex would slowly slip his tongue in,
sliding it around into Sam's mouth, twisting with his own. Though he was
smaller and younger Sam never felt like Alex was invading or taking.



	As Alex's tongue played with his Sam put his own hands on Alex's
sides, it wasn't fair that only Alex got to touch him. He felt more daring
today, more like he wanted to try things. He pushed his own hands around
Alex's back, running his much smaller hands over the teenagers broad back,
feeling the shape of Alex's muscles, of his firm strong profile. He felt
Alex's fingers now sliding under his own shirt, running over the sides of
his stomach. Sam pushed his smaller hands under Alex's shirt as the
teenager leaned down more into their kiss, pushing Sam's head fully back
onto the bed.



	Sam could feel Alex's fingers, sliding up further, his own hands
had stopped moving on Alex's back holding there as these sensations started
flying around his body. The butterflies of excitement in his stomach had
been replaced by these little explosions of fireworks sliding through out
his body. Alex's fingers were pressing up under the shirt, they were on the
sides of Sam's chest now. Sliding up further. Sam held onto the sides of
Alex's back, more holding onto the shirt now than onto Alex's firm back.



	The feeling, this intense fire burning throughout him was broken
when Alex's fingers brushed over his arm pits, instead a huge giggle
escaped from his lips against Alex's lips. The older boy stopped kissing
Sam, the magic of the moment slipping. Sam tried catching his breath, his
shirt was pushed up his stomach and part of his chest exposed. Alex sat up
licking his lips, "Sorry."



	Sam said, "why do you always feel bad about kissing me?" He had
been thinking about how often Alex said sorry after they did
something. Like he was the only one doing it and Sam didn't want it.



	Alex sat back on the bed, it was clear that the question had taken
him by surprise. "I don't feel bad about kissing you, ever. I just... I
worry that I might go to far, that I might hurt you or make you
uncomfortable." He paused for a moment, just looking at Sam then said, "I
have these urges Sam and they're getting harder and harder to fight the
more time I spend with you."



	Sam sitting up now as well said, "to do more than just kiss?" Alex
nodded and Sam continued, "but if I said no you'd stop?" Another nod,
"w-what if I have the urges too?"



	Alex touched his cheek, it always felt so right when he did
that. "Do you?"



	Sam flushed, "when you were kissing me all the way up till you
tickled me it was like this... I don't know how to describe it." He put his
hands together, "it started like this, and then it just kept sliding all
over me until it was like this," He had pulled his hands far apart almost
fully wide. "It felt like something was about to happen and then you
stopped."



	Alex said, "I'm..."



	Sam interrupted him, he was tired of listening to Alex apologize
for things. So for once the younger boy took the initiative and kissed Alex
instead of waiting. He just went over to where Alex was and attacked him,
well not really attacked, just pushed into him and put his mouth on Alex's
in the middle of the word sorry. Alex fell back onto the bed surprised, but
he didn't stop Sam. Sam lay on top of Alex now, his face even with the
teenagers, his hands on Alex's shoulders. He wanted it back, something
incredible had been about to happen and he wanted it to happen.



	He started kissing Alex harder, trying to find that moment, trying
to feel it again. He tried pushing his tongue into Alex tried to touch Alex
with his hands on his shoulders pressing harder against him, trying to make
those feelings that he had lost come back. Alex took hold of his head,
stopping him mid kiss. "Whoa hey, slow down Sam."



	Sam rolled off of Alex feeling frustrated, that was it, very
frustrated like when he couldn't get a math problem right. "I thought I
could make it come back again."



	Alex turned on his side so that he was looking at Sam who was now
laying on his back on the bed. Alex rested a hand on his stomach, "you were
trying too hard. It doesn't work that way."



	Alex's hand felt nice on his stomach, it was doing this soft little
swirling rubbing movement through the tee-shirt. The feeling from before
wasn't there but as Alex softly touched his stomach he felt the familiar
smaller fire, that little bit that had danced that first night they had
kissed. Alex pushed his hand under Sam's tee-shirt, the feeling of Alex's
palm and fingers on his bare stomach was wonderful. Then Alex leaned over,
as Sam turned his head to meet Alex's. The kiss was soft, not like how he
had tried to thrust his tongue down Alex's throat.



	Those little embers started from Alex's fingers on his stomach
slowly moving in a circle, rubbing him there, building into more. The way
that Alex gently sucked on his bottom lip, how his tongue slowly explored,
the fire was building again. Alex's hand was now up further under the
shirt, he could feel the fingers sliding over his sensitive ribs, but Alex
wasn't trying to tickle him, he was just rubbing his chest and stomach. The
kiss was more now. Alex pulled Sam back on top of him again, this time
being on top felt right. The feeling of Alex's hands under his shirt as he
leaned over Alex running up over his back sent small chills through Sam's
body.



	Alex pulled at his shirt, "let me try something Sam. If you're not
comfortable..."



	Sam sat up on Alex's lap, "I'll tell you to stop. Then you will."
Alex nodded. They were on the edge of the bed now, facing one another. Alex
pulled Sam's shirt up and off, tossing it onto the bed close to where they
were. Sam saw Alex's eyes roam over his chest and stomach, then Alex leaned
over but instead of kissing Sam on the lips, he leaned in below Sam's chin
kissing his neck. At first it felt a little funny but then Alex's lips were
caressing his neck, gently running over it, as he felt Alex's hands on his
sides running up slowly.  Then Alex's lips touched one part of his neck and
gently applied pressure and it was like an entire fire had been lit in
Sam's body.



	Sam felt those little fires that had been there before but they
were a thousand more. Alex held him, sliding him down onto the bed so that
he was laying on top of the shirt Alex had discarded earlier on the
bed. Alex's voice broke a bit as he said, "D-do you want me to stop?"



	Sam said, "no." There was something in Alex's eyes that Sam had
never seen before. It was more than just his caring loving expression. It
was something deeper, something almost primal but also full of
devotion. Sam felt like he was being swallowed in the older boys gaze and
he never wanted it to end. Alex kissed his neck again, nuzzling there,
sliding his lips down lower. He kissed Sam's collarbones. All the while his
hands were on Sam's stomach and chest, sliding down further. Sam was almost
outside of himself watching this not with his eyes but with his other
senses. Alex kissed the delicate inner area of one of his arm pits and Sam
giggled, but this time Alex didn't stop.



	The sensation was different now. His entire body was burning with
the embers of those fires now as Alex's tongue ran over his armpit. Then
the sensation went to his chest, when Alex's lips made contact with his
nipple Sam felt a small intake of air leave his body suddenly. That was a
part of him the preteen had never known could feel good. When he felt Alex
undo the button on his jeans for a second he was afraid. Yet he felt so
good he didn't want it to end. He had resolved the other day anyway to let
Alex see him, but he was about to learn that Alex wasn't going to take his
underwear off.



	Sam didn't know where things were going, but these feelings were
unlike any of the other times. Something was about to happen, something big
inside of him as Alex's lips met with his other nipple. Alex had undone the
zipper on Sam's jeans now too, pulling them open and that was when Sam felt
it. Alex's fingers were on him, sliding over him in his briefs. Alex moved,
bringing his lips back up to Sam's. The kiss was more hungry now on the
teenagers side but Sam found that he wanted it as well. He could feel all
of these things sliding through his body as Alex's fingers stroked him
through his underwear.



	Sam tilted his head back on the bed as Alex kissed his neck again,
the older boys fingers sliding along the length of the preteens erection,
rubbing it through the confines of his briefs. The feeling was like when he
rubbed against Mr. Bear, but far more intense. His entire body was on fire
with this as he whimpered with his head thrown back. Alex's lips were
sucking on his neck, his fingers rubbing harder on his penis, his other
hand stroking his stomach. The feeling was so intense in that moment that
the only place for it to go was out. Sam gave off little gasps and moans of
pleasure as the ten year old came arching his back a bit, the top his head
pressed hard to Alex's bed sheets.  His hands gripping the sheets a bit.



	Alex's fingers were still on his stomach softly touching him when
he managed to open his eyes. Alex was watching him. The hand on Sam's
stomach moved, resting on Sam's cheek, "hi."



	Sam felt so very happy, his entire body felt a little tired, but he
felt so very very happy. "what happened."



	Alex smiled, "you had an orgasm or two, maybe more I'm not sure."



	Sam said, "how did you know that would work?"



	Alex laughed, "rubbing mine works for me why wouldn't it work for
you too?"



	"I dunno, cause I can't make stuff come out."



	Alex's thumb stroked his cheek, "that doesn't mean you can't have
an orgasm."



	Sam suddenly got excited, "could I give you an orgasm!"



	Alex smiled, "yes, you will, but not today. I'm pretty sure you're
supposed to be home by six and its already a bit past six."



	Sam sat up suddenly worried, "my homework!" He jumped up and Alex
threw his shirt to him and Sam put it on after buttoning his jeans. Nothing
made you forget about good feelings faster than remembering that your mom
would kill you if you didn't finish your homework. As he finished pulling
his shirt down Alex was holding his back pack.



	Sam started to take it but Alex said, "come on I'll walk you back
over and apologize to your mom. Its kind of my fault that you forgot about
your homework." Sam wasn't sure why but he really wanted to hug Alex then
and so he did. They walked out of Alex's apartment and down the stairs then
across the way around the corner and up the stairs to Sam's apartment on
the second level of building 3. As he walked into the apartment with Alex
behind him Sam said, "I'm home mom."



	His mom was already working on dinner as they walked in. The
kitchen was off to the side of the front door and he could see his mom
working on the food. She turned looking at him and then saw Alex behind
him. "There you are, any idea where your brother is?"



	Sam shook his head, "No probably at Alan's, I'm sorry I'm late."



	Alex had his hand on Sam's shoulder, "its my fault really, we got
caught up in a game we were playing and we kind of forgot the time."



	His mom studied both of them, and then she said, "its okay this one
time, Sam go get ready for dinner and then after we eat you will do your
homework."



	Sam said, "Okay mom, sorry." he looked up at Alex once and said,
"what about tomorrow?" He thought he said it low enough but his mom heard.



	"You'll have to hang out another day Sam, you and your brother have
got a dentist appointment tomorrow afternoon. Now get," She turned to Alex
and said, "thanks for walking him home Alex."



	"Not a problem, next time I'll try to not let us forget about the
time." He smiled at Sam and said, "we'll hang out on Friday, I've got choir
on Thursday, deal?" Sam nodded, he liked that Alex remembered to tell him
this time. Alex looked at where Sam's mom was cooking and then he squeezed
Sam's shoulder once, ran his hand down and gripped Sam's fingers in his own
squeezing and smiled once before leaving. That night those amazing feelings
that Alex had given him were on his mind the entire time until he managed
to fall asleep.









Chapter Six





	The following morning Alex stood in his shower and remembered the
night before, the feeling of making Sam cum, of feeling every inch of the
little boy under his fingers, and his mouth as well. Well not every inch
with his mouth, not yet. Rubbing Sam through his briefs, with their little
batman logos all over them had been one of the most arousing things that
Alex had ever done. Thinking about the feel of Sam's little dick through
the cotton, of rubbing on it applying pressure, he hoped the memory of that
stayed in his mind forever. He came thinking about it, about how Sam's soft
voice had become these throaty deep gasps of pleasure with his head pressed
to the bed, his little hands holding tightly to Alex's sheets.



	That afternoon he had almost cum in his own pants doing that to
Sam. He hadn't started out with that planned. Sam though had wanted it as
much as Alex had wanted to see if he could make it happen. When the first
time had ended so abruptly by Alex forgetting how ticklish a kids armpits
could be. Then when Sam had attacked him trying to get those feelings back
Alex had been delighted by the development. He did not mind at all if the
younger boy wanted to be an aggressor. No in all reality he thought that it
had been the most adorable and exciting thing he had ever experienced.



	The problem with Sam's plan of attack was that he had wanted it too
much, had tried to make it come back too hard and too quickly. Alex wasn't
sure how he had known the right way to do this. He had read a few things
online on the old computer that was in the apartment living room, but he
had no real world experiences of his own. Alex had just figured that with
their kissing things had gone slow so it made sense that going slowly,
touching Sam in all of his sensitive spots with gentle slow touches and
kisses would make the boy feel better than just roughly handling him.



	As Alex dressed he tried not to think about all of the things that
he wanted to do with Sam, about how he wanted to suck the preteens
dick. Feeling it in the briefs had made Alex want to see it, rubbing him
like that, stroking Sam with two fingers on the length, down to the boys
sack had felt so incredible to Alex. He could tell that Sam was
uncircumcised, that was why Sam was afraid of Alex seeing it, no doubt the
other boys had made fun of him for it being different than theirs. Alex
though actually liked that he was uncut, there was something even more
delicious about that.



	On the ride to school Alex thought about Sam some more. To distract
himself he started working on some lyrics for a song he was writing about
his sister. Not something for Saturday, this would have be something the
practice and anyway Kyle would have to come up with the music to go with
the lyrics if it became something. He walked with the others up into the
school when they got there, stopping with Rob where Janice and Paula
were. Every day at school now he sat with Paula at lunch, they even kissed
though it was very chaste and just enough to keep everyone aware that they
were dating.



	Paula actually did fascinate him, but not in a sexual way in the
least. The more time he spent with her though the closer they got to each
other. At first he had thought that she was playing him, but more than once
he had caught her not just checking out Janice but also one of their female
teachers. She had asked him which of the boys at school he liked and Alex
had admitted that there really wasn't anyone not even one of the `out'
kids. He couldn't exactly tell her that there was a fifth grader back in
his apartment complex that he considered his boyfriend. He couldn't imagine
Paula being okay with that.



	After school since Sam wasn't going to be home he went over to
Kyle's and they practiced some more. They were going to have two five song
sets at the club and Kyle said that his parents were going to be
there. Mark had his girlfriend and her parents coming to the thing, and
Paula was coming. Alex wanted to see if one more person could come, not his
mom or his dad but Sam. On Friday he was going to ask Sam and if he wanted
to then they would ask Sam's mom if he could go to the show and then come
back and maybe stay the night over at Alex's. The prospect of a sleepover
with Sam did excite Alex.



	On Thursday he didn't get to see Sam again other than a few minutes
when he finally got back from choir practice. He had a theater show and a
choir show all the week after thanksgiving. As he was walking towards his
apartment that Thursday evening Sam came running up to him and surprised
Alex when he barreled into him and dropped the mail he was carrying. The
sun was starting to set as it was nearing six in the evening. He hugged Sam
back, then helped him pick up the mail he had dropped, "hey."



	Sam shyly said, "hi."



	He loved the way that the boys cheeks heated when they hadn't seen
each other for a few days. How his shy nature came into play almost
immediately as if he was afraid that Alex had forgotten about him which was
decidedly impossible. "So how was the dentist?"



	Sam shrugged, "they want to give me braces before I go into sixth
grade. It's going to be horrible you won't want to kiss me anymore and I
can't eat certain things."



	Both were equally important. Alex smiled and said, "I'll still want
to kiss you I promise."



	Sam flushed and said, "Okay, but I still can't eat certain things
anymore."



	"Well I'm sorry." He squeezed the hand he was still holding as they
started back towards Sam's building.



	Sam said, "I have soccer practice tomorrow afternoon and a game on
Saturday morning so I probably can't come over to play games till after
that."



	Alex felt disappointed about Friday, he wanted to be with Sam again
but they were both kids and school along with after school activities often
got into their ways. "That's okay, but about Saturday, my band has a show
at six in the evening at the Moonstone Grill where live performances are
put on every weekend."



	Sam looked down, "Oh, that's okay." It was so hard to see it, the
way that Sam would get sad, that little spark of happiness disappearing so
quickly.  Alex knew that the boy was used to being left out of things, to
people leaving him or treating him with anything but kindness.  As far as
Alex could tell the only person in Sam's life until he had met Alex that
made Sam feel good and loved was his mom.



	He figured that he'd try with all of his might to get Sam to the
show somehow, "Well, I was thinking that maybe we could ask your mom if you
could come with me if you want and then maybe stay over for the night since
it'll be late before we get home."



	Sam looked up then, his eyes getting bright at the prospect, "a
sleep over, j-just you and me all night long?" Alex nodded and Sam said,
"I'd like that, where would I sleep?"



	Alex said, "we'll figure that out together if your mom says its
okay."



	As they continued on their walk back to Sam's apartment to ask his
mom a bit of excitement in the air Alex wondered if Sam's mom would be okay
with it. It was a lot to ask that a ten year old stay over at a fifteen
year olds apartment. Would it be seen as strange? Would Sam's mom ask a lot
of questions. Would she start to see Alex as a predator trying to prey on
her little boy? As they started up Sam said, "oh and I forgot, Billy had
six cavities, six! My mom was so mad at him." He smiled at that, Alex could
understand Sam enjoying his brother's misery after seeing how Billy treated
him. Briefly for just a moment he wished that Sarah could have known Sam,
she would have loved him as a second brother.



	As they walked into the apartment Sam's mom said, "There you are I
thought you had gotten lost." Then she saw Alex and said, "ah I hope he
wasn't bothering you Alex?"



	Alex shook his head, "no not at all uh Karen." It still felt weird
calling Sam's mom by her first name, he wasn't sure why she wanted him to.



	Sam put the mail on the table and said, "guess what mom Alex's band
the one I was telling you about yesterday is doing a show on Saturday and
he asked if I could go and stay over too afterwards since its going to be
late. Could I? Please?"  His voice went soft at the end but there was no
begging tone to it just an ask.



	Alex had never seen Sam beg for something from his mom before. He
didn't look like he was begging, he didn't act like it either. He knew that
if Sam's mom said no that the boy would be a little devastated inside but
he wouldn't show it. Alex had realized as he had gotten to know Sam talking
with him and being around him that Sam was a lot like him, a little broken
on the inside. He came from a broken home like Alex. Yet somehow Sam was
able to smile and laugh and when he did those things Alex felt like his
world was a better less dreary place and he just hoped he did the same for
Sam.



	Sam's mom looked at her son, then at Alex, perhaps she could see
the excitement in the boys face. "I don't know if its a good idea."



	Sam looked a little disappointed then, his face falling but Alex
knew that Sam's mom wanted something from him, "I'll watch out for him,
he'll sit with a few of our friends who are going to be there and I'll make
sure its not too loud for him."



	Sam's mom studied Alex for a moment, Sam was looking up at her
again a bit more excited. She looked down at Sam, "you really want to go
see some loud music concert?"



	Sam nodded, "yeah, its not all loud either they do some slower
stuff too."



	She made it appear as if she was still not sure but Alex could tell
that while she was actually a little scared by it all she was also well
aware that her youngest son was rarely excited about things. "And you're
sure its not a problem if he stays over?"



	Alex said, "no, we've plenty of room and we'll probably just end up
playing games till we both fall asleep."



	She sighed again making it seem like a big deal, "okay, yes you
can." She looked at Alex again, "where's this going to be at?"



	"The Moonstone Grill, they let amateur bands perform one Saturday
out of the month."



	She nodded, "that actually makes me feel better, its not a club or
a bar. Just both of you promise me that you'll be safe." She looked at Sam,
"don't talk to strangers and listen to what Alex tells you to do, and if he
says its time to go to bed..."



	Sam interrupted her, "I know mom I promise I'll be good. I'll do
whatever Alex tells me to do." The ten year old flushed about then looking
at Alex but his mom didn't see it. Alex immediately felt his penis go from
soft to hard looking at Sam's flushed face as he finished his
sentence. Whatever huh? What was Sam thinking about?





*



	Saturday morning Sam woke up feeling excited. He had decided
Thursday night as his mom finally agreed to let him go to the concert and
stay over at Alex's as well that he was going to ask Alex if he could see
something that he wanted to see. After the experience on Tuesday afternoon
everything in his mind had sort of become clearer. He wanted to do
everything with Alex. He even decided that while it sounded silly that if
Alex wanted to try it he'd be willing to try letting Alex put it in his
butt eventually when they were both ready for it. So on Saturday Sam was
excited.



	He was a little firecracker of energy on the soccer field that
morning as well, running from one area to the other, kicking the ball
trying to get it in the goal. He was so excited that not even loosing the
game could really bring him down. Nor could his brother picking on him when
their mom wasn't looking. Pushing him around, telling him he was glad that
he wasn't going to be in the house tonight. When he got home in the
afternoon he did get a little afraid that Alex might not actually want him
to go after all, but around five Alex knocked on the apartment door and
after his mom reminding them both to be careful she let them go. They went
over to Alex's first to drop off Sam's night things to stay over. Then they
stared towards Rob's house which was across the street.



	As they headed down the stairs Alex said, "there's only one other
thing I want to talk to you about before we get to Rob's."



	Sam could feel this was something important. Alex had stopped at
the bottom steps, "I sort of told you about Paula remember?" Sam could
remember Alex mentioning a girl named Paula, but it was only vague memories
now after all of the other stuff. "well I don't want you to be surprised or
hurt or anything, but as far as Rob, Kyle, Mark, and Aaron know Paula is my
girlfriend."



	Sam said, "oh... I thought..."



	Alex patted the curb by the steps as he sat down and Sam sat down
too beside him, "she's not really my girlfriend Sam. We're just together at
school because we're similar and we're both keeping each others secret."



	Sam thought about that, "what secret?"



	Alex said, "well mine is that you're my boyfriend." Sam felt a
thrill go through him, a real thrill he wanted to kiss Alex right then
really badly. "Hers is that she likes girls."



	Sam thought about that again, "So Paula knows that I'm..."



	Alex interrupted him, "no Paula only knows that I like boys that
I'm gay like she is. I don't know how she'd feel about me dating you."



	Sam said, "because I'm younger?" Alex nodded and Sam said, "i-is
Paula nice?"



	"Yes."



	"But you don't want to date her?"



	Alex took Sam's hand, he liked how it felt when Alex held his hand,
"I only want to date you Sam, we're just pretending at school so that our
friends leave us alone."



	"Oh, like how I pretend now that I don't want to kiss other boys so
that I don't get teased as much at school?"



	Alex started to say, "yes like..." then he stopped and said, "wait
a minute are there other boys you want to kiss other than me?"



	Sam felt his cheeks go red and he said, "n-not really but before I
met you there were a few now though I don't want to kiss anyone but
you. Unless..."



	Alex kissed his lips once chastely which stopped Sam talking, "I
only want to kiss you too Sam." He stood and said, "come on we'll be late
if we stay here any longer." As they started walking again Alex continued,
"you'll be sitting with Paula, I told her you were coming and she said
she'd watch you for me while we perform." They arrived at Rob's house. This
was the same house where Sam and Alex had first met. He looked at the curb
where he had sat that night not crying but wanting to.  It felt like
forever ago even though it was only a few weeks.



	The Sam of back then hadn't been a happy boy, he'd been sullen and
a little sad treated badly most every day unless his mom was around. Now
two weeks later this new Sam was just trying to figure out all these new
feelings he had that he'd never known were possible.  These feelings that
made him feel so very happy inside though.



	Rob was this really big muscle filled guy, he wasn't as tall as
Alex, but hew as much wider and had all these rippling muscles. Alex said
that he played football. The other members of the band were there as well,
Kyle's mom was driving all of them in a van that stored the equipment in
the back. A girl named Janice was there who was hanging on Rob a bit, and
had the biggest breasts that Sam had ever seen, but he wasn't really
interested in those. There was another girl there as well and she hugged
Alex once. She was prettier than Janice, taller too, but not as tall as
Rob. She was willowy like Sam's mom, and even though she wasn't well
endowed like Janice she did have the body of a young teenage girl.



	When she saw Sam she said, "and you must be Sam?"



	Kyle said, "he's the new band mascot!" For some reason he laughed
at that and Mark hit his shoulder really hard making Kyle shut up.



	Sam softly said, "hi." When she bent down to be more eye level with
him.



	She held out her hand, "I'm Paula." Sam took her hand not sure at
all what Alex had told her about him. Almost instantly as they got into the
van and he sat in-between Alex and Paula as they drove and the other boys
talked with Alex about stuff Paula would ask him what kind of games he
liked and if he played any sports, he told her about soccer and how Alex
had lent him some CDs of music and how he liked some of it a lot. He almost
felt like Paula was a girl version of Alex, but he still didn't want to
kiss her, she was kind of like a big sister he decided.



	Kyle's mom dropped them all off at the front as she went to park
the van. He sat with Paula and Janice while the others all set up the band
equipment. Paula was really nice, still asking him things, but Janice was
pretty much ignoring him. After everything was set up lots of other people
started to show up mostly teenagers, but there were some older people and
he even saw a kid or two around his age in the sea of people that were
there to eat dinner and watch music.



	Before the show started Alex came over and said, "if you need them
I brought these for your ears." He handed Sam the headphones from the other
day and Sam took them looking up at Paula who had put her hand on his
shoulder. It had only been an hour but he was really starting to like that
Alex was friends with Paula. Even if it meant she was his pretend
girlfriend. Sam took the headphones and Alex squeezed his shoulder once
before heading back up onto the stage. The table they sat at was at the
center of the restaurant facing the stage where the band would be
playing. Nachos arrived just as Alex took to the microphone testing it then
saying, "Evening everyone, we're The Crush and this is a cover of Crawling
to start with."



	The music was loud, but it wasn't as loud as it had been in the
garage, the way that Sam figured it was that because there were so many
people, and the space was so large and the restaurants large windows that
were also doors were open making it a part of the outdoors. So that the
loud music had more places to go. Alex's voice though came through really
nicely on the song.



	They moved on through quite a few songs, doing some really heavy
stuff and then some stuff that was softer where you could really hear
Alex's voice. Sam liked Alex's voice, it was soft on those songs. The band
played something Sam had not heard before at one point this really melodic
soft song about missing someone. More than a few times Sam felt as if Alex
was looking at him while he preformed as if he was Alex's focal point in a
sea of people. That was before they took their first set break to get
something to drink.



	As the sound of people talking and the music went away Sam noticed
that it was just Paula sitting with him, Janice had disappeared. "So Sam
what do you think?"



	Sam didn't mean to gush but he couldn't stop himself, "Alex has a
really nice voice and they're pretty good too."



	Paula said, "They're okay, more years of experience and they'll be
better, you are right though that Alex's voice is nice. I almost wish he
was performing for me up there."



	Sam softly said, "yeah."



	Paula put her arm around his shoulders, "during those two songs
there at the end it wasn't me that he was singing his heart out to buddy."
Sam felt his cheeks go red and Paula said, "So you're the little secret
he's keeping."



	Sam said, "I... we're just friends."



	Paula squeezed his shoulder, "I won't tell anyone Sam. If I was
into boys I could see why he'd pick you." She didn't say anymore and Sam
had no idea what to say in response anyway. The band got up and did the
last five songs of their set, this time Sam did notice that Alex seemed to
mostly only focus on him. He could see though that others would think it
was Paula since they were sitting together. The song they closed out on was
one that Sam had heard before, that first soft song Black. There were
cheers and such as they got off stage.



	It was approaching nine as Sam looked at one of the clocks in the
restaurant and he felt a yawn, but he didn't want to be tired, he wanted to
stay up as long Alex wanted to stay up. He went with Paula over to the
stage and she hugged Alex saying, "great show." Then she whispered
something in his ear and Sam saw Alex's eyes get a bit bigger and he said
something back that Sam couldn't hear.



	Paula gestured and pulled Sam forward until he was standing before
Alex. Alex smiled and leaned down to to put his hands on his shoulders then
hugged him as he leaned over to talk in his ear, "what did you think Sam?"
Sam realized then that his ears were kind of fuzzy, like all sounds were
kind of muted as an after effect of the music.



	So when he responded he spoke a little louder than usual. "you were
really good."



	Alex smiled and said, "how are your ears?"



	"Fuzzy."



	Alex laughed and hugged him again then as he said, "that'll go away
in a bit." He stood again after saying, "Well be leaving soon." He stood up
and hugged Paula too to say something to her.



	She took Sam's hand and leaned down, "come on lets get to a wider
space out front with less people." She led him through the restaurant and
then out the front to where all the cars were. Kyle's mom was out there
waiting. She stopped though close to the exit out and sat on a bench. Sam
sat with her. "So you're the kid that Alex walked home on Halloween huh?
The little vampire?"



	Sam nodded. "Yeah, y-you don't think its wrong that..."



	Paula shrugged, "nah, Alex isn't the kind of person that would take
advantage of someone else. I can tell when he looks at you and when you
look at him that you're both feeling the same things. So you're younger,
people get older." She had put her arm around his shoulders again, "but it
does make me jealous."



	"B-because you want to be with Alex?" He knew what Alex had told
him but he still wasn't sure he believed it.



	Paula laughed, "no, I don't want to be with Alex, I don't like
boys, even boy's your age." She sighed, "I'm jealous because he's got
something real and all I've got is my wishes that I wish could come true."



	Sam said, "like what?"



	Paula said, "like that Janice liked girls."



	"So you like Janice?"



	Paula took a moment to answer, "Not really, but its nice to
fantasize. So tell me Sam have you ever thought about kissing a girl
instead of a boy?"



	Sam had to think about that for a moment then, "no, I don't know
why but ever since I realized I could kiss someone all I've wanted to do is
kiss other boys not girls. I don't know about the butt stuff though."



	Paula laughed, Sam flushed and she said, "well if you ever get that
far you'll enjoy it. It feels really good once you get to used to it and if
its the right person."



	Sam swallowed, "I-it does?"



	Paula nodded, "yup, I've let a couple of guys do it to me."



	"B-but I thought you liked girls?"



	Paula said, "I do but I didn't know that until this year. I thought
I was supposed to like boys so I dated some boys and I let two of them do
that with me a couple of times. If you ever do decide you want to do it
either you or Alex let me know and I'll help you figure out how to get it
done without it hurting you too much." Sam flushed again and that was when
the band and Rob with Janice all came out carrying their gear and they
piled it all up into the van before heading back to Rob's house.







*







	Up on stage once they started Alex made his focal point Sam out in
the audience. Before they started he had felt too nervous to go on, and
then he told himself that he wasn't performing for anyone else, just to get
up there and preform as if he was doing a show for Sam and no one else. So
more than a few times he was looking only at Sam as they performed. He
could see Paula as well there with Sam and he wasn't sure why but he
trusted her. He had a feeling she knew what was going on when their first
set ended and was a little worried but he only concentrated on Sam for the
second set as well.



	Then as they had finished Paula had run up to him and after telling
him it was a great show she had pulled him into the hug and spoken into his
ear, "give Sam a hug, don't be a dick to your boyfriend just because we're
in public." That had surprised him, he looked at her for a second and she
just sort of gestured. So Alex had hugged Sam and asked him about the
show. The boy spoke far too loudly having his first experience with loud
sounds having damped his ears. He should have worn the headphones but Alex
knew from his own experiences that it would go away in a bit and one time
wouldn't damage the ears forever.



	The ride home they were all quiet, he could feel Sam resting
against him, his eyes closed, his head on Alex's shoulder. He was pretty
sure the feeling of an almost asleep Sam resting on his shoulder was the
best feeling in the world. Paula was he noticed holding Sam's hand. They
arrived at Paula's house where she and Janice got out. Sam yawned but
stayed in the van when Alex got out with Paula, Rob, and Janice. He walked
with Paula behind Janice and Rob. "You don't think its wrong that he's
younger than me?"



	Paula shrugged, "who am I to judge? My dirty little secret is that
I'd even do Janice's twelve year old sister if she was into girls. Also
he's clearly in love with you."



	Alex said, "well he's not alone in that feeling. I just worry a lot
about taking advantage of him or doing something that damages him..."



	Paula took his hand, "then to me it seems like he's in great hands
and so are you. As long as you're both aware of the age difference and you
make sure that he's ready I don't see why you need to worry about it." She
squeezed his fingers, "I think you make a really cute couple despite the
age difference." She kissed his cheek once chastely when they arrived at
the front of her house and then she went inside.







Chapter Seven







	When Alex got out of the van to walk Paula up to her house Sam
almost got out too but he felt that Alex needed to talk to Paula. Also he
felt really tired and didn't want to move. He almost fell asleep once when
he sat there, he could have just put his head down on the van back seat and
gone to sleep. He didn't though, he yawned but he didn't go to sleep. He
really liked Paula, if he could have had a big sister she'd have been
exactly what he would have chosen.



	After a few minutes Alex got back into the van and he sat down
beside Sam again. Softly Alex said, "here, lay down." He pulled Sam down,
he tried to argue to say that he wasn't tired but he rested his head on
Alex's lap and that did feel nice. He closed his eyes when he felt Alex's
fingers run through his hair. He swore that he wasn't going to fall asleep
but the next thing he remembered was the van coming to a full stop and
someone shaking his shoulder. He sat up from where he was laying on Alex's
lap and rubbed his eyes as Alex said, "come on."



	Alex said goodbye to everyone that was still in the van and Sam
yawned and said, "thanks for letting me come!"



	Kyle said, "you're cool little man so you can come any time you
want to our shows!" The others agreed.



	They walked into the complex and Sam wondered just how late it was
he knew it was well past his usual bed time. As they walked Alex held his
hand and as they got to the stairs leading up to Alex's apartment he pushed
Sam ahead of him, one hand on his back pushing him up the steps, "Come on
Sam, up the stairs!" Sam walked but he felt his feet dragging. He didn't
want to go to sleep though. He stood by the door as Alex got up there and
he felt like he was wobbling. Alex opened the door and took his hand
pulling him into the apartment.



	Alex's mom was not in the living room, but the television was still
on. Alex turned it off and led Sam into the bathroom, "come on, change your
clothes and brush your teeth."



	He handed Sam his bag and Sam said, "but we don't have to go to
sleep yet its a sleep over I can stay up all night." He tried to stop
another yawn as he finished but it came anyway.



	Alex smiled and squeezed his shoulder, "we'll see." He didn't want
to disappoint Alex, but looking up at Alex he didn't see disappointment at
all. Alex left him alone in the bathroom and Sam changed into his pajamas
and brushed his teeth. He sort of stumbled across the hall into Alex's
bedroom and sat on the bed while Alex went to the bathroom to change as
well.



	When Alex came back into the bedroom Sam was only half awake but he
jumped up off of the bed like he was fully awake. Which he saw made Alex
smile a bit. Alex had taken a quick shower to get the sweat off of him from
preforming as well. Sam could tell from Alex's still wet hair. Unlike Sam
he didn't wear a shirt to bed and Sam had to admit that Alex looked nice
without a shirt, he had a little bit of hair in the middle of his chest,
and he wasn't broad shoulders or all muscles like Rob, just fit and nice to
look at.



	Alex had pulled back the sheets on his bed and said, "come on, bed
time."



	Sam yawned so big that his jaw hurt, "b-but I'm not tired."



	Alex laughed and reached over taking his hand into his own then
pulling him towards the bed, "You are the worst liar ever."



	Sam said, "but we were going to..." yawn, "play games or talk or
kiss or something."



	Alex picked him up before he could fight it and tossed him onto the
bed moving up onto the bed as well. "not tonight we're not." He lay down
beside Sam, who was on his back while Alex was on his side. Alex did lean
down then though and kiss him, his lips gently playing with Sam's
own. "we'll have plenty of other times to do more kissing, more games, and
more talking Sam. You're exhausted and I'm exhausted."



	Sam yawned again, "but I wanted to..." his eyes were closed now,
"ask you if I could... see it."



	Alex's lips touched his again and he felt Alex's hand on his
stomach under his star wars pajama shirt that was a little too small for
him, "you can see it Sam but not tonight. Go to sleep. I love you."



	Sam mumbled, "love you too." Then everything went dark as sleep
captured him.





*







	 Alex almost wanted to carry Sam across the apartment complex and
up the stairs to his apartment, but he didn't give in. He was confident
that he could get Sam upstairs, into the house, changed into his pajama's
and his teeth brushed before the ten year old fully collapsed into
exhaustion. He actually did better than Alex had anticipated. Sam actually
was still awake when Alex got out of a quick shower. The moment he had seen
Sam walk into his bedroom in his pajama's Alex had started to harden. The
pajamas were probably a size too small for him.



	 The top was dark in color with the face of Darth Vader on it with
long sleeves that had those little elastic band on the end that kept the
sleeves down on his wrists. The bottom of the shirt showed off a little
sliver of his belly and when he lifted his arms briefly Alex had seen the
boys belly button, that little inward button that was shallow in depths
since the boy had no fat anywhere on his little body. The pajama pants had
an elastic band on the top and the words Star Wars all over them. He also
had taken off his socks and this was the first time Alex had seen Sam's
little feet. He had these ten little perfect toes and Alex wondered how
ticklish he was there.



	Alex had hurried through his shower, but he had been pretty sure
Sam would be asleep. As he walked into the bedroom though Sam had still
been awake, trying to fight his sleep by jumping off of the bed where he
had been sitting.  It was almost comical.  His eyes had gotten wider as he
jumped up and his mouth had become this huge O of a yawn so big that it had
to hurt.



	Alex though wasn't having it. He turned off the over head light and
left on the one by his bed as he lifted Sam and tossed him onto the
bed. There Sam continued to fight his sleep as they talked a bit and
finally as he rested his hand on Sam's stomach he could tell that the boy
let sleep capture him.



	He rubbed Sam's stomach under the shirt, resting beside him, the
covers pulled over the both of them. He watched Sam sleep, resting his head
close to the younger boy's own. In this moment he realized how quickly in
just a few weeks this ten year old had become the single most important
person in his life. He would do anything to protect Sam, and he would take
care of him too. He had thought maybe he'd get to do stuff with Sam, that
they might get to more than kissing some day, but he had not anticipated
how much he would fall in love with Sam or how much he would want to be
there for him.



	He kissed Sam's cheek, the preteen twisted onto his side in his
sleep and Alex gently pulled him closer before turning off the light by the
bed. He lay there in the dark his hand on Sam's stomach still, the boy's
smaller and warm little body so close to his own. He felt his desire to
explore the preteen boy, to feel below his pajama pants, but Alex didn't
give in to his desires. It was one thing when Sam was awake and said he
wanted it, Alex wasn't about to destroy the younger boy's trust in him. He
loved him far too much to do anything but hold Sam.



	Unfortunately holding Sam didn't last long. The ten year old like
most boys his age was an active sleeper, he kept twisting and turning in
bed and eventually Alex let him have his own side of bed in sleep deprived
frustration. Somehow he fell asleep the last thing he remembered was Sam's
little leg against his back, oh and the soft sound of preteen boy laying on
his back snoring.







*







	The first thing he became aware of was that he really needed to
pee. Sam opened his eyes and looked around memory flooding him of last
night. He looked over and saw that Alex was still asleep on the other side
of the bed. Sam got out of the bed a blush on his cheeks as he remembered
last night and how he hadn't wanted to go to sleep. Alex had been right
though, he had been very sleepy. As he walked across the hall to Alex's
bathroom remembering he had to pee he thought about how awesome yesterday
had been. In the bathroom as he peed and flushed the toilet he remembered
the last moment of conversation with Alex and a little thrill went through
him.



	He walked back into Alex's room and saw that the older teen was
still sleeping. The sheets were on the bed though now and Alex was laying
on his back with no sheets covering him. Sam climbed up onto the bed, he
thought about waking Alex up especially when his stomach rumbled a bit from
being hungry. He instead rested his head on Alex's chest, he could hear the
thump, thump of Alex's heart. He wasn't sure why he liked the feeling of
touching the older boy but he did, it excited him really a part of Sam
loved that Alex was taller, bigger, older. He rested his hand on Alex's
stomach and he thought again about what Alex had said last night.



	That meant that he had permission right? He could see Alex's penis
if he wanted to? He thought about that. Alex was still asleep, he probably
should wake him up first and ask again but he just wanted to take one peek
what was wrong with that? He knew that Alex wouldn't peek if he wasn't
awake, but that was different. Sam was younger and he reasoned he had
specifically asked Alex if he could see it so what was the harm in taking a
look while Alex slept? Just one little look?



	Sam sat up on the bed looking down at Alex still sleeping. He put
his hands on Alex's chest, first, liking the feel of how firm under his
fingers the teenager was. He ran his hands down over Alex's stomach, liking
the feel of Alex's soft skin under his fingers. The older boy had very
little fat around his stomach area but he wasn't skin and bones like Sam
himself. There was muscle definition to his chest and stomach.



	Sam moved down further looking at the boxers that Alex wore. They
were gray in color, but unlike the other day there was no sign of a tent in
them. He moved sitting on Alex's legs now, straddling them as he looked at
the boxers. He looked up at Alex who was still sleeping. He could stop now,
there was no reason why he had to do this. He hadn't really gotten Alex's
permission, but he also knew that Alex would tell him yes if he asked. He
put his hands on Alex's boxers and pulled at them, dragging them down until
Alex was exposed. He pulled the boxers until they were down a bit on Alex's
waist, about halfway on his thighs and now Sam could see it all.



	There was a patch of hair around the penis that was the same sandy
blonde color as what was on Alex's head, though a bit darker. It was on his
balls as well. Sam studied all of it. Alex's penis was not hard, it was
like Sam's own when he had peed earlier, soft but still a lot bigger than
Sam's. Seeing it the ten year old adjusted his briefs a bit under his
pajama bottoms as he realized that he was getting stiff seeing Alex's penis
even soft. It was long and the head was exposed like how the other boys he
had seen before were.



	His mom had called it circumcised. The head was this darker pinkish
color and the skin was crinkled at the base of it where it had been
cut. The rest of it was a long shaft that rested against Alex's balls at
the moment. Those were new to Sam as well. The young boy knew he had balls,
he had sort of felt them but his sack was this firm little bulb at the base
of his penis as the balls hadn't dropped yet like they had on Alex. They
were big and round on either side of the shaft.



	Sam reached out and pulled at the shaft making it flop and fall
onto Alex's lower stomach. He smiled a bit, it was different when soft just
like his own. He touched Alex's balls, curious about those as well. As he
felt them Alex moved a bit but didn't wake up. He studied the older boy's
face afraid that he might make Alex mad if he did wake up. He still had his
hands on Alex's balls when he looked back down from Alex's face he realized
that he could see a difference.



	Alex's penis wasn't as soft as it had been. It was growing as Sam
rubbed the sack. He moved one of his hands up and took hold of the base of
the shaft, holding it up. It flopped a bit in his hand, there was some
thickness to it and Sam liked feeling it as it started to grow more. It
pointed up with his hand holding it tightly. He rubbed it a bit like how he
sometimes stroked his own penis and now it was getting really hard. Sam
pulled at it and lost his grip as it fell back and hit Alex's lower stomach
with a thump it was fully hard now.



	Sam stared in amazement, it was so very hard, he put his hand on it
trying to really judge the length. It was throbbing a bit as Sam again
circled his hand around it. He put his other one higher up on the shaft, so
that both of his hands held it. Sam could feel his own penis all stiff in
his pajama bottoms and briefs. He took one hand off of the shaft, and stuck
it down into his pajama's. As he stroked and played with Alex's much bigger
pole he pushed his other hand inside of his briefs in his pajamas wrapping
his fingers around his own stiff penis and he stared stroking it like he
was doing to Alex's as well.



	He liked how it felt touching his own erection as he touched Alex's
as well. He tried to get good at rubbing both of them, he had to let Alex's
rest against his stomach as he moved a bit and then Sam got an idea. He
pulled his hand off of his own penis and moved sliding up so that he was
resting his crotch area right on Alex's penis. He pressed his little penis
through his pajama bottoms and briefs against Alex's naked but much bigger
one. He put his hands on Alex's chest and rubbed a bit like how he did to
his teddy bear.



	It felt good, rubbing like that. He wanted to pull his pajama
bottoms down now, to feel it even more as he rubbed his erection through
his pajama pants over the larger one. Alex moved a bit and groaned and as
he looked up at Alex when he moved like that he saw that the teens eyes
were partly open. It took Alex a moment to realize what was happening and
then something sticky and wet was suddenly coating Sam's pajama shirt and
Alex's penis was jerking like crazy against his stomach and much smaller
penis, spasming and more of that wet stuff was coating Sam's pajama shirt.



	Alex had said, "Sam.....oh fuck!" When it happened.



	Sam terrified he had done something bad jumped off of Alex and
said, "Sorry!" He hadn't meant to make Alex pee. He looked down at his
pajama shirt and touched a bit of the wetness. It wasn't wet like pee, and
it didn't smell like pee. Sam said, "W-what did I do.. Did I break it?"







*





	The first thing he was aware of was that something felt very
good. He had been dreaming of kissing Sam, of seeing the younger boy naked
and in the dream he was getting hard, ready to show Sam himself as
well. The feeling of a small hand stroking him was the first real conscious
though he had but it slipped out as if it was a part of his dream. Then the
feeling of small hands on his chest was what he became more aware of. The
feeling of someone rubbing against him. Small legs on his own lager ones.



	The feeling of cotton being rubbed over his penis, something stiff
in that cotton. Something wonderful and small but stiff regardless of it
size. He could hear the sounds of delight and little breaths of heat as
someone tried to rub him with something tiny and firm but hidden behind
cotton. It took Alex a moment to realize that he wasn't dreaming. He opened
his eyes to see Sam on top of him. Somehow his boxers weren't on and Sam
was trying to and successfully dry humping him. Rubbing his little penis
against Alex's own bigger one grinding against him, which he could now feel
clearly even with the boy still in his pajamas.



	Sam's little hands were on his chest, holding him there as he
pushed against Alex, rubbing his much smaller length along Alex's larger.
The preteens eyes closed and his mouth open as he pleasured himself and
Alex as well.



	He wasn't sure how long Sam had been doing it but his dick was
trapped there, the base and shaft were being rubbed by those cotton pajama
pants with Sam's own little penis clearly defined as it rubbed against
his. The head was resting on Sam's pajama top, rubbing over it as
well. Alex was already lost in the moment unable to stop it. He came
letting out a "Sam!" to try and warn him and then when it was too late a,
"... Oh fuck!" as he tried to top it, but it was already gone. He came, his
seed spurting out, shooting onto his own chest and stomach but also coating
Sam's pajama shirt.  Then Sam had jumped up into a sitting position a
shocked look on his face.



	Sam sitting up on his legs was looking at his own shirt and touched
the stuff on it and then said, "W-what did I do.... Did I break it?" Alex
started laughing then. Sam looked at him hurt and Alex sat up tickling the
boy before he could escape. Sam giggled and kicked at him, squirming trying
to escape and Alex let him go as he fell back onto the bed again. Sam still
looked concerned, "did I hurt you?"



	Alex laughed again, the look on Sam's face was a bit of sorry and
pain, "no Sam you didn't hurt me." He pulled at Sam dragging him down until
he was on the bed sitting beside him. "you remember we talked about babies
and how they're made?" Sam nodded and Alex said, "well that's what you made
happen."



	Sam pulled his wet shirt off and Alex admired the boys thin spindly
arms and his flat chest and stomach, he could almost see Sam's ribs the boy
was just a bit too skinny. Still he didn't feel like he was all knees and
elbows when Alex held him. "I thought that only happened when you were
inside for some reason..."



	Alex said, "well now you know it happens if I feel good enough and
what you were doing though a bit uncomfortable also felt very good." He
realized that he was still naked from about the middle of his thighs up and
that he had drying cum on his stomach. He used Sam's discarded shirt to
wipe the little bit of his spend that was on his stomach off of it as he
said, "so what were you doing?"



	Sam sitting next to him on the bed was still looking at Alex's
penis which was sort of between hard and soft. "I wanted to see it, and
then it got big and I wanted to rub on it and I got this idea and I didn't
think that you would... I'm sorry."



	Alex put his arm around Sam's shoulders from where they were both
sitting with their head son the headboard of the bed. "Its okay Sam, what
did you think?"



	Sam said, "it was bigger than I thought and when it got hard and
bigger I started to get stiff too because I wanted to touch it more and
more and then I thought that I could feel good too if I rubbed on it like
how I do to my bear sometimes..."



	Alex smiled and said, "well you did make me feel really good." He
kissed the side of Sam's head and then when he heard Sam's stomach growl he
said, "I think we should get some breakfast."



Sam said, "but shouldn't I show you mine since I saw yours?"



	Alex wanted nothing more than to see Sam naked right at that
moment, but he decided that decorum was the better way to go for
now. "After breakfast if you still want to then we can talk about it then
okay?"



	Sam's stomach growled again and he said, "okay, but what's for
breakfast?" Alex put his boxers back on and walked with Sam both of them
without shirts out to the kitchen to get some breakfast. He didn't know
when he needed to take Sam home, but he'd let the boy stay as long as he
wanted to do today. His mom had already left for her job so it was just the
two of them in the house. It had already been quite the morning as
well. Probably the best Sunday morning wake up that Alex had ever had.





Chapter Eight.





	Alex only had cheerios for breakfast, so Sam sat down at the
kitchen table with a bowl that Alex made for him as Alex made a second for
himself. The table was this small little square that was big enough for
four chairs but probably wasn't comfortable for four people. Alex sat down
across from Sam with his own bowl a moment after Sam who was already
eating. This was the ten year old decided the coolest Sunday morning that
he had ever had. Even if it was just him and Alex sitting across form one
another at an old table eating cheerios.



	Sam would take a bite and eat it looking over at Alex who was
looking at him too. He felt a little cold in just his pajama bottoms in
Alex's kitchen but he wouldn't change anything about what had caused him to
be topless. As he thought about that his cheeks flushed while he still
looked at Alex. His spoon missed the bowl clanking against the side of it
instead and he looked down to put it in its right spot. Alex was smiling
when he looked back up, clearly he had found it amusing but Sam didn't feel
like he found it amusing in a way that Billy would have and then teased him
about it.



	Sam though still did look back down at his bowl, not sure how to
process the flood of feelings he was having. He wanted to kiss Alex again,
really badly right now. He wanted to see Alex's penis again too, and
actually see it do that stuff not feel it. He wanted he knew to let Alex
see his penis too. Sam stopped his spoon halfway to his mouth as he thought
about how he wanted to rub his bare penis against Alex's like how he had
done with his clothes on.



	Alex for his part sitting across from Sam said, "did your batteries
stop? Does your mom have to wind you in the mornings?"



	Sam looked down at the spoon halfway to his mouth then at Alex and
flushed before taking the bite, "I was thinking."



	Alex put his elbows on the table, resting his head on his
hands. "Well that's some intense thinking there Sam. What was it about?"



	Sam put his spoon in the bowl of mostly eaten cheerios his face
going so red it felt hot, "about earlier."



	Alex said, "and what about earlier are you thinking about?"



	Sam softly said, "how I made your stuff shoot out."



	Alex smiled, "yeah that was rather messy."



	Sam smiled back and said, "yeah but it was cool too. I mean once I
knew that I hadn't hurt you it was really cool."



	Alex said, "I agree although I wish I had been awake for most of
it, I didn't get to enjoy it like you did."



	Sam flushed, "I... I'm sorry Alex really sorry I didn't..." He
thought maybe Alex was mad at him.



	Alex moved then, Sam saw a brief sign of an erection in Alex's
boxers before the teenager attacked him, pulling him back from his chair,
grabbing him, tickling him mercilessly. Sam felt his laughter escape as he
squirmed from the chair and got away from Alex. The teenager chased the
preteen into the living room, Sam ran around the couch trying to escape
towards the back of the house but Alex grabbed him as he rounded the couch.



	Alex pulled Sam down onto the the couch, leaning over him, his
hands on Sam's sides sliding over his ribs, lifting up one of his arms and
tickling his arm pit as he said, "you have to be punished Sam, its only
right." Sam squirmed a bit as Alex tickled his armpit, his laughters
escaping in huge gales that filled the entire room. He squirmed some more
and his foot made contact with Alex, in a way that the ten year old did not
intend.



	Alex sat back saying ,"shit Sam..."



	Sam laying on the couch was aware that his foot had connected with
something very sensitive, he'd felt the same thing before himself. "I'm
sorry Alex I didn't..."



	Alex said, "Oh you didn't huh? Really? Ooh you're dead..." Sam
wasn't certain if Alex was mad or not until it began again. Alex attacked
him once more, this time grabbing one of Sam's feet and tickling it. "The
offending digits!" Sam giggles escaped him again as Alex tickled his foot,
he tried to squirm and get away but Alex held his foot. It felt so good
being tickled like this. Alex was smiling too as he said, "I think we
should just cut this foot off and be done with it."



	Sam said in mock fear, "noooo I need that to walk!"



	Alex had stopped tickling his foot now and was softly rubbing it,
"hmm I don't know Sam, I think you'll be fine with out it, plus it looks
delicious and I think I should eat it."



	Sam shook his head, "nu uh!" Alex licked the sole of his foot which
made Sam giggle as he did it. "ew! that's gross!"



	Alex smiled and leaned over Sam dropping his foot. Sam realized
that he could see a very present tent in Alex's boxers. The moment of the
kick forgotten, the giggles stopping. Alex leaned over him, his hair
falling on the sides of his face, his hazel eyes studying Sam. Softly his
lips touched Sam's own, it was a gentle soul stealing kiss, a kiss fueled
with fire deep within Alex, and Sam returned it equally. The giggles of
moments before, the laughter, the fun was replaced but by something deeper,
more important.



	Alex sat up taking Sam's hand and he pulled him fro the couch, the
two of them walking towards the back of the apartment. He could see the
tent in Alex's boxers leading them, in his own briefs under his pajama
bottoms he could feel his own penis stiffening from the kiss. In the
bedroom Alex pulled him up onto the bed and the teen leaned over him like
before on the couch, his eyes meeting Sam's. Alex kissed him, his lips
lightly pressing to Sam's own softly Sam said, "Alex do you want to see my
penis?"



	Alex's face was inches from his own, his darker eyes filled with
what Sam now knew was desire and also love. He trusted Alex, he knew that
the teen wouldn't ever hurt him or make him do something he wasn't ready
for. He also wanted Alex to see him, it was only fair, he had seen Alex
after all. "Do you want me to see it Sam?"



	Sam bit his bottom lip, "I do... I don't think you're going to
think its funny looking and its only fair after I saw yours."





*





	Alex wasn't sure what it was about watching Sam eat that had turned
him on so much, the ten year old would keep getting distracted looking at
him and it took him far longer than it should have to actually eat a bowl
of cereal. Still he had been so adorable while doing it and eventually Alex
had found a good excuse to attack Sam. As always the younger boys laughter
filling his ears like music as Alex tickled him brought so much more than
just joy to Alex. The way that Sam laughed, how his little body squirmed as
he tried to escape form Alex's attack, how it lit up his entire face. All
of that made every time he tickled Sam worth it.



	Somehow though as he leaned over Sam the second time the mood
changed. Alex wanted to kiss Sam again, well then again he always wanted to
kiss Sam. The younger boy was becoming very good at reading the mood as
well as he had clearly wanted it as well. Alex had no plan or grand design
taking Sam into the bedroom, he just didn't want to be on that old smelly
couch when he could be making out with Sam in his bedroom on his bed
instead.



	Leaning over Sam taking in what the younger boy had just told
him. Softly he touched Sam's cheek, "you're sure?" Sam nodded still bitting
his bottom lip. Alex said, "positive?" Sam nodded again, "positively?"



	Sam giggled and said, "YES!"



	Alex said, "Really?"



	Sam rolled his eyes and said, "I said yes."



	Alex leaned down then and let his lips softly touch Sam's. He could
kiss Sam for hours and never get tired of it. He gently sucked Sam's bottom
lip into his mouth, as he did he ran a hand over Sam's chest, feeling the
preteens quickly beating heart, the warmth of his skin under his
fingers. Alex slowly moved his hand down as he broke his kiss with Sam. He
kissed Sam's neck, his lips gently applying pressure, sucking a bit as Sam
squirmed. Alex's hand was on Sam's stomach, softly rubbing it, not using
the same techniques he used to tickle, instead the soft slow rubbing
pressure of a massage.



	Sam's lips were lightly parted as his breathing was deepening. Sam
was putting himself in Alex's hands and Alex was determined to make Sam
feel good about his decision to let Alex see him naked. Alex ran his hands
up Sam's sides softly stroking the sensitive parts of the preteens small
warm body. His hands sliding back down as his lips found one of Sam's
nipples. Like the other day Alex wanted to make the boy feel good, he
didn't want to just see him. His fingers ran over Sam's belly button, and a
half giggle half moan escaped from the boy's parted lips.



	Alex's fingers brushed over the elastic band of Sam's pajama
pants. Alex sat up, taking hold of those pajama pants while Sam's dark blue
eyes watched him slightly closed, his face flushed. Alex pulled the pants
down, tossing them onto his floor so that Sam was now in only his
underwear. In the briefs Alex could see the clear outline of Sam's
erection, the little thing was trapped in there, forming this little shape
of wonder. Alex ran a finger along it, tracing it from base up to tip. He
rested his hand on the elastic band of Sam's batman logo briefs and looked
up at Sam.



	There was desire, and trust in the little boys eyes, and it
mirrored Alex's own. He rubbed his fingers over the band once more, running
one down the length again as well as Sam breathed in deeply. Alex took hold
of the briefs at their elastic band and pulled them down. Sam's penis freed
from its confines was a sight. He wasn't big, perhaps at most three inches
in length. The boy's penis was a bit thicker than Alex had thought, its
girth not that of an older boy but still the little guy did have some meat
with the small length. He finished pulling the briefs off of Sam's legs
tossing them to the ground as he lay Sam's feet back down he spread the
boy's legs, looking down at Sam now fully naked before his eyes.



	The ten year old was looking up at him, watching him. Alex's eyes
roamed over Sam's smooth legs, his hands resting on the boys knees, slowly
sliding up over his thighs. His eyes took in all of it. Sam was mainly what
some would describe as all elbows and knees, but touching the boy's soft
skin, feeling what little meat he did have made Alex think otherwise. He
was the most beautiful thing Alex had ever seen. His eyes roamed over Sam's
little dick, it was thumping just a bit, clearly erect from all of the good
things that Alex had been making him feel.



	The base was his ball sack, this firm little thing that looked like
a bulb as the preteens balls clearly hadn't descended yet, they were there
if you felt Alex was certain but they weren't lowered down yet. The shaft
was long even if it was just over three inches, the length was impressive
on a boy Sam's size Alex decided. The head was covered by his foreskin, it
was pulled back by the stiffness just a bit but you couldn't see the whole
head. His foreskin was probably extremely tight as it could be on boys his
age.



	Alex ran a finger along the length of it, the little tool jerked a
bit and Alex said, "can I make you feel good Sam?" Sam bit his bottom lip
again and nodded yes. Alex could see it in the boys eyes he wanted those
feelings like the other day. Alex ran his fingers over Sam's sac, feeling
the shape of it, he wanted to put his mouth on Sam but he wasn't going to
just yet. He used two of his fingers, gently he stroked at about the middle
of Sam's shaft, pulling on the delicate skin of the boy's erection.



	Sam was still bitting his bottom lip as Alex pulled at the
skin. The firmness and warmth of the little boy's dick impressed Alex. It
was like touching a little heat lamp. He pulled and the head showed up,
this little pink thing buried underneath the foreskin. It was tight and Sam
was squirming a bit. Alex stopped, "does it hurt?"



	Sam shook his head, "No its just... it feels... I... can't find the
words." Alex nodded and went slower, he let the skin slide back and then
slowly started working on it again. He lifted the little pole so that it
was pointing up to the ceiling instead of towards Sam's chin. Alex stroked
the skin again, pulling it back until the first bit of the head was fully
exposed. The skin was tight but the more he played with it the more it
loosened up. Sam was squirming a bit still but Alex knew it wasn't from
pain, the ten year old was feeling those same feelings from the other day
or even earlier today.



	Alex rested his other hand on Sam's stomach, softly rubbing it as
he continued to use two of his fingers to stroke the preteens dick, rubbing
the skin back down until he could see the head but not fully down as he
didn't want to hurt Sam. He looked at the little boy's just revealed little
head, and leaned over, needing to know. Alex ran his tongue over the
exposed head, sending shivers of desire through his own body and making
Sam's eyes open.



	He looked up at Sam, the boy seemed to have questions but he didn't
tell Alex to stop. Alex hungered for Sam's dick, to feel the preteens pole
in his mouth. He put his hands on each of Sam's thighs, rubbing them as he
leaned down, he gently sucked Sam's little sack into his mouth now, the
sack tightened as he sucked on it, the boys little dick dancing as Sam
closed his eyes again and held onto the bed sheets. Alex stroked Sam's
inner thighs with his hands, massaging the boy's soft warm skin as his lips
slipped off of the sack, moving up over the shaft.



	Alex kissed and licked the length of Sam's delicious preteen pole,
the warmth and throbbing of it running through his own mouth. He pulled the
covered head into his mouth, drawing Sam into him. Sam gave a little
shocked gasp as Alex pushed down dragging the entire length of the preteen
into his mouth, engulfing him. He could feel the little penis moving in his
mouth as his tongue ran over it, sliding around it, pushing down the
sides. He slowly pulled off, using his fingers on the shaft again to push
the skin down. When the little head was mostly exposed Alex ran his tongue
over it again.



	Sam was squirming now, pushing up to meet Alex's mouth as he put
his lips to the head sucking on it. The little boy's breath was coming so
quickly now as Alex sucked on the head. He pulled the skin back some more,
almost all of the head was exposed now. Sam gasped and tightly gripped the
sheets of the bed as Alex pushed his mouth back down over the head, letting
his tongue run over the preteens little pee-hole. One of Sam's hands was on
his head, trying to get his attention, but Alex let his own desire consume
him for the moment. He sucked again and Sam held tighter onto his head and
a simple, "Alex!" escaped the little boys lips as his passions overwhelmed
him.



	After a moment Alex let go, pulling the boy out of his mouth, the
little pole slick with his saliva. He studied it, still hard, the head
siding back into that secret hiding place as he marveled at the beauty of
the ten year olds little dick. Sam's eyes were closed, his breathing still
coming quickly. He opened them half way as Alex lay down on the bed beside
him resting his hand on Sam's stomach. "you okay?"





*





	His entire body, ever single inch of it, burned with desire that
Sam didn't know how to contain. At first it had been simple, this little
flame that was glowing but not too much. He could feel it as Alex stoked
the flames, as his hands and mouth ran over Sam's younger body but he
wasn't prepared for how it was going to feel at the end. Alex undressed him
slowly, not just pulling his clothes off though he had that option. No the
teenager went slower than Sam would have liked. Still that was probably
what had driven the intense feelings.



	Alex had undressed him eventually and by then as Alex saw Sam naked
for the first time the fires had gone from his stomach to filling him but
not quite burning yet. Alex hadn't said anything about his penis, one way
or the other. Instead he had begun touching it, his fingers stroking first
the sack, then the shaft. The feeling of Alex running his fingers over it,
stroking him like how Sam sometimes did himself was more amazing than when
he did it. Having someone else touch his most intimate part was sending him
to places he had never known possible.



	Alex went slowly too, pulling on the skin, sliding it until the
head was exposed like Sam did sometimes, but not all the way down. Sam had
been shocked then when Alex's tongue had slipped over the exposed part of
the head, the feeling had sent tickles up and down Sam's spine, but it
hadn't stopped there. No when Alex's mouth had sucked his sack inside of it
Sam's entire body had raged at him with those fires. He didn't know what
Alex was doing but he knew without a doubt that he never wanted it to stop.



	Then Alex's mouth was on his penis, he had never considered that as
a possibility, putting a penis in your mouth, yet now he couldn't imagine
not doing that. The feeling of the warmth engulfing him, of Alex's tongue
playing along the length, of the older boy sucking on him. Sam gripped the
sheets of the bed, the ten year old was breathing so heavily now and his
entire body was on fire burning with a desire he had never known possible.



	That was the first wave, but there was more, Alex continued. His
tongue now running circles over the exposed sensitive head. His fingers
stroking the base, his lips sucking. Sam could feel every moment of it in
detail. His entire body raged, he called out Alex's name escaping his
lips. The fire consumed the boy until there was nothing left but the
feelings that Alex was giving him.



	He came back. Sam wasn't sure how long it took, but his head
cleared. He saw Alex's eyes looking at him, felt Alex's hand on his
stomach. Heard Alex ask him, "you okay?" Sam smiled, was he okay. He was
better than okay. Alex said, "hey, did you forget how to talk?"



	Sam giggled and said, "I love you Alex."



	Alex smiled and said, "so you're okay?"



	Sam said, "yeah... but..."



	Alex touched his cheek, "I love you too Sam." That was better. He
smiled and hugged Alex. He realized that he wanted to see Alex again as
well, but before he could think about that for more than a second there was
a loud knocking on the front door. Alex said, "I'll be right back." After a
minute when Alex didn't come back Sam slipped his briefs and pajama bottoms
back on and walked out of Alex's bedroom. There was a really tall man,
taller than Alex talking to him. The man sort of looked like an older
version of Alex.



	Alex saw him and Sam could see a painful look on Alex's face, it
was only their for second and Alex said something to the man who said,
"well hurry up I'll be waiting in the car."



	Sam felt worried as Alex walked and back towards his bedroom. Sam
followed him saying, "what happened?"



	Alex sat on the edge of his bed and Sam stood there studying him. A
look passed over Alex's face and then he said, "my mom had a little bit of
an accident, she's okay but she's going to be in the hospital for a few
days I'm going to go with my dad to visit her. I'll be back later tonight."



	Sam sat down next to him on the bed, "I'm sorry Alex."



	Alex smiled and put his arm around Sam hugging him sideways, "we'll
just have to see each other tomorrow." He picked up Sam's shirt from the
night before and tossed it to him, "I'll bring you back your pajama shirt
tomorrow since I need to wash it."



	Sam flushed remembering that, "okay." He put his shirt as he
watched Alex quickly getting dressed. He wanted to do something, he could
tell that Alex was worried but he didn't know what he should do or how to
do it. After he put his shirt on Sam slipped on his sneakers and walked up
behind Alex, as he turned around Sam hugged him really tightly. For a
second he had thought he had done the wrong thing but then Alex who had
stiffened instead softened and enfolded Sam into a deeper hug.



	He stroked Sam's hair a few times and said, "thanks."



	Sam looked up at Alex, "I had the best night and morning ever."



	Alex bent down so that they were eye level, "I did too Sam." He
kissed him once and said, "come on I'll walk you back over to your
apartment." At the apartment door Alex said he'd see him tomorrow and Sam
watched him run down to his dad's car and get in before he went inside and
told his mom about how awesome Alex's band had been last night and how they
had eaten cheerios for breakfast. He didn't mention the other stuff, he
knew his mom wouldn't understand that he was doing that stuff.





End of Part 2



- - -



This is the end of the second part of the three part story.  I really hope
that everyone is enjoying this and that I hit all of the character beats
correctly continuing on from the first part.  Nailing how Sam and Alex
interact with each other, how their relationship grows is difficult and I
hope it comes off as a real budding and growing relationship between the
two boys.  They're both kids experiencing their first real relationships,
one just happens to be a little younger than the other one.

As always thanks for reading and any feedback is appreciated but not
necessary.  I'm just glad I have somewhere to post this and I hope it
brings a little bit of happiness into others lives.

You can reach me at chaosmode00@gmail.com if you want.

You can help nifty out with a donation as well at:
http://donate.nifty.org/donate.html