Date: Mon, 20 Apr 1998 01:27:37 EDT From: Mark Drew Subject: The New Class Beginning of Disclaimer The following is a totally made up story of consentual sexual encounters between totally made up minors. No trees were harmed in the writing of this story. If you are under eighteen or if this sort of thing is a turn off for you then you shouldn't read alot of it because you will go blind. (Anyway, what the hell did you think you were going to find in a Gay Stories Archive?) End of Disclaimer The New Class Maybe it's the Catholic school way of doing things, but we never had locker rooms or changed clothes for gym while I was at St. Francis. We even dressed at home, ahead of time for football and basketball games. Since the old elementary school was pretty small, we all said goodbye once we were finished with 7th grade and went to the public Middle school for 8th Grade before going on to the public high school. My name is Billy and I just turned 13 last summer. I'm 5'4", have blond hair which is sorta long and shaggy, blue eyes, and am kind of athletic. Like alot of guys I hit puberty during the last year, and am pretty interested in what I have in my pants. (grin) I knew alot of the guys at the public school from summer vacation and hanging out at the swimming pool, but it was still kind of strange attending school with this new class. Everything went pretty much normal during the first day, until 8th period gym class, when we were issued our new uniforms. Every boy got a white tshirt with Riley Middle School printed in red, along with a pair of red cotton gym shorts with a white Riley Middle School printed on the left leg. Also included were a pair of while cotton tube socks and a one-size-fits-all jock strap. I already had a new pair of the recommended Nike cross-trainers, so now I was ready for gym. As luck would have it, the only other guy in my class from St. Francis was Joe Richards. Short brown hair, about 5'6", dark complected, and sort of quiet, Joe was the oldest of 7 kids of an average Catholic family. His assigned locker was in a row across from mine, so when our eyes met we smiled at having at least one familiar face in the new class. My locker was between Rick Martin and Jim Shaw, a couple guys who seemed to be pretty cool. Jim was a little shorter than me, with light brown hair and Rick was a little taller with dark blond hair. We talked a little about sports and stuff while we stripped down and got ready for class. They were pretty casual about it, since they were used to it, having changed for gym since 6th grade, so I tried to be as natural about it as they were. I glanced over at Jim and noticed he had a lean upper body, then saw that Rick was built a bit more muscular. I was somewhere in the middle, so I compared pretty well. We all got down to our underwear, Jim and I were in regular white briefs, and Rick was in boxers, everything seemed normal. The next step was getting naked and I was keeping pretty cool about it I guess. I dropped my briefs and stood there naked, fumbling to get my jock strap straight before slipping it on. I glanced over at Jim and noticed his dick was similar to mine, cut, maybe shorter and a little less brown hair than my own small patch of gold, but I was surprised when I glanced over at Rick. Rick was uncircumcised and it looked alot larger than mine, but I couldn't tell because of the unusual shape, and his fur patch was a little more than mine and a bit darker. I was really interested in how the skin covered the head so just the tip showed. I slid on my jock and was almost relieved when Rick's dick disappeared into his jock. I glanced over my shoulder at Joe and saw he was talking with Dennis Weston. Joe had already slipped on his jock and it looked like he filled it out pretty well, not to mention Dennis did too. I was sort of disappointed that I didn't get a look at them, but I knew I would have plenty of time to check them out later. I pulled on my shorts and sat on the bench to pull on my socks and shoes, trying to keep my mind on the Cubs, the Bears, the Sox, anything to get my mind off of what I had just seen, trying to keep from getting a boner. I mean I had always appreciated the look of some guys bodies, but seeing guys naked was something else. I glanced at Rick while he slid his tshirt on, still in his jock below. Amazing, I thought, watching his dick and balls jiggle in the cotton mesh pouch, less than two feet away. I looked up just in time to notice he had caught me checking him out. Our eyes met and he just smiled and gave his cock a squeeze before sliding on his shorts. "Damn, he's one bold dude!" I thought, but I was relieved that Rick hadn't made a deal about my looking at him. We were tying our shoes and I glanced over at Rick, just in time to see him looking at me and smile again. Somehow I knew that Rick Martin was going to be my friend then. I felt his shoulder bump against mine and his body heat. Then I felt Jim's knee brush against mine and the touch of his warm skin on mine turned my attention to my other neighbor. He smiled and I felt that maybe he was going to be a friend too. The three of us got up from the bench about the same time and headed for the gym door. All in uniform, we went out and sat on the bleachers. The coach was Mr. Adams, who was also the Science teacher, and our class was the his last one of the day. He inspected our new uniforms and made sure everyone had the right shoes for the class, then led us outside for a few warm ups before breaking us up into teams for soccer. Rick was our goalie and Jim had one and I had two goals against Rodney Marks, the loudmouth wannabe star jock, beating the team Joe and Dennis ended up on. After class it was back to the locker room with the 14 other sweaty guys. I was walking with Jim, talking excitedly about our goals, when Rick bumped between us, his soaking tshirt wrapped around his neck. "Good thing you guys didn't have to try to score against me!" he grinned, putting his sweaty arms around our necks. "Yeah, right. Like Marks is soooooo bad." Jim laughed, "And you're so good. I bet Billy could score on you. He faked ol' Rodney right out of his jock on that last one." I smiled, not wanting to get into bragging with these new guys just yet. Hey, I like soccer and I guess I am pretty good, even if I never played on a regular team, we played alot at St. Franks. "Faking him out of his jock isn't any big deal, 'cause he sure as shit don't need one anyway." Rick snickered, referring to Rodney's tiny pee pee (the smallest in the 8th grade I've heard). "You did a good job against Joe Richards, because he was pretty good back at St. Franks." I told Rick, considering he blocked 4 out of 5 shots from one of our best players last year. Rick frowned for a second, still trying to figure how that one goal got by. "That guy IS really good isn't he? I guess you should know." "Trust me. He would have murdered Rodney. Joe went to soccer camp last summer and he's really into it." I reassured him. "Hey Rick, excellent game!" Joe interrupted, patting Rick on the back. By now we had all reached the lockerroom and had filed down to our lockers, still excitedly talking about our game. I stripped off my sweaty uniform without thinking out it and tossed it into the locker, before I caught a glance of Rick and Jim standing naked next to me. They looked a bit different now, sweat glazed and heated balls hanging a bit lower behind their drooping dicks. I tried to keep my eyes from the sight, but suddenly I was naked in a room of naked sweaty guys. This was so strangely amazing to me. I headed to the shower and Joe walked up next to me. I had known him for 6 years, and realized that I had only seen him without a shirt a few times. His dark complexion and smoothly rippling, sweaty young muscles made him look extra cool looking. I glanced down and saw Joe was hung more than I ever imagined, as I saw about four inches of his light brown cock, fronting a nice pair of sagging nuts. A patch of black strands encircled just the base of his cock as it jiggled and swayed as he walked. Joe smiled as he glanced over at me as he walked by, checking me out, getting an eyeful of something he hadn't seen before either. I was surprised when I saw myself in the mirror at the end of the aisle. Damn! I looked just as good as some of these guys I was looking at. My blond hair was slightly matted with sweat and my tanned body was shiny with sweat as well. My soft cock was a floppy 3 1/2 inches as it jiggled in front of my sagging balls. Man! I didn't think I could look so hot (as in cool)! Rodney was in and out of the showers before I got in there, so as not to show off what he didn't have, I guess. I followed Joe in and grabbed a shower next to his, quickly flipping it on to a hot steamy spray. "Hey Billy, you really were hot today." Joe said, grabbing the soap and lathering his muscular upper body. "You put some sneaky moves on that Marks kid." "Thanks man. I think I got lucky on that second one, but I'll take it." I replied, soaping up my body as well. I glanced down and got another look at Joe's dick, suddenly wishing I had the chance to see it before, watching as the soap bubbles slid down his rippled abdomen and over his pubes. "You look like you worked out some last summer." I blurted, immediately almost ashamed I had noticed and said something. "Oh yeah, I've been doing 50 pushups and situps every night and I guess it's paid off." Joe smiled, rubbing his soapy hands over his washboard stomach. He slid his hands on down and massaged the soap through his pubes and rubbed his dick and balls. "Of course there are different exercises for different parts of the body." he grinned, wrapping his hand around his dick and sliding it off. I was surprised by Joe's actions, but managed a wide smile. "Oh yeah, I guess so." I said, smiling and tried not to look at his stuff, for a while. I turned and saw that Dennis Weston was on the right end shower, soaping up a body that was much like Joe's, but very light complected, with a curly black little patch of pubes. He had about 3 1/2 or 4 inches soft and had a dark brown circumcision scar, but what set Dennis apart was his LOW hanging nuts. Low like in hanging down maybe 5 inches! Amazing! Next to Dennis was Glen Clark, a wiry little dude, sort of cute, brown haired, about 5' tall, hairless around his dick, but showing some size in sporting about 3" soft, and definitely interesting to look at. His tight little body flexed as he worked the soap over his skin. Chunky Greg Ozwald was down on left, some hair, but dick shortened by flab. A nice guy but not worth checking out. Greg and equally uninteresting Jack Blair both finished up and and left. Leaving me with only the guys I was interested in. Rick and Jim were on the next 2 showers past Greg, making checking them further a little tough, until he left and gave me a better view. Jim blocked my view of Rick, but he gave me a view of his nice buns when he bent over and washed his feet. He turned around when he stood back up and I got a good look at him then. Jim's body was nice and smooth, but his muscles were developing and he definitely looked good under the shower. I looked and saw that his dick looked thicker and a little longer than before. A boner brewing?! Rick had the soap and was working his uncut dick thoroughly, sliding the skin back from the head and cleaning it completely. With the foreskin pulled back it looked pretty much normal, but it was obvious that his was was swelling too! Man this is so hot!! I looked back at Jim's dick and saw it was standing straight out now, a full 5 1/2" at least! He wrapped his fist around it and began pumping it slowly, his ass muscles twitching as the pleasure increased. I looked, but I couldn't believe what I was seeing! A guy was jacking off in the gym showers! "Hey Jim, you think that's very wise man?" Joe asked, as amazed as I was. "Hey it's last period and Adams is gone already. He always leaves when we hit the showers so he can go grade his Science homework." Rick smiled, wrapping his fist around his dick and working it to what looked like a full 7 inches! "Mmmmmm.... guys can join in if you ain't scared too." he winced, sliding a hand under his balls. The pleasure in his face was intense and he milked his big cock under the shower spray. I watched the sexy show and wondered what to do. I felt my cock twitch and swell, even without touching it, getting hornier and hornier at the sight of my 2 locker neighbors stroking their hard cocks. Their muscles twitching as the pleasure of the experience showed on their faces. "Sounds cool to me." Joe gasped, wrapping his hand around his cock and stroking it rock hard in 3 pumps. "I haven't jacked off with other guys since soccer camp." he grinned, working his cock fully as he eyed Rick and Jim. It was about as long and thick as Rick's. He rubbed his left hand over his slippery muscles as he worked his fist around his shaft, touching every pleasure spot. I looked over at Glen and Dennis and saw that they were getting hard too, sliding their hands around their cocks and walking down to join in. Dennis' cock was a nice thick 6" and his balls swayed as he stroked, veins appearing in as he became super hard. Glen's dick was about 5" but it looked huge on him as he jacked his hand lovingly around it. "Ooooooooooo this is so cool!" he panted, watching everyone else pumping. The show I was getting was so hot!! Five guys were jacking off in front of me, as I was hearing their low moans of pleasure through the shower spray. Jim looked over at me, his green eyes sparkled as he smiled. "You ARE going to join us aren't you Billy?" he panted, looking down at my throbbing boner. The look of pleasure on his face was amazing as his pumping drove him closer and closer to the edge. I slipped into the circle between Jim and Joe, sliding my hand around my dick and enjoyed the touch of my fingers on my aching hardon. "Oooooo yeaaaaa" I gasped, getting that first deep tingle of pleasure through my cock. I rubbed my left hand over my chest and slid it slowly down to my balls as the rythm of jacking lust took over. I looked around at the other five guys, each so different, but so so sexy looking as they worked their dicks. Jim was breathing hard and really working it good. His shoulder bumped into mine and the electricity of his lust went right through me. Rick was pumping his big one fully, pulling that awesome foreskin over the head and skinning it back as he twisted his fist over his shaft on each stroke. His eyes were just slits as his hand drove him closer and closer to the edge. Glen's fist was flying on his shaft, as his left hand cupped his balls and rubbed them softly. I wondered if he could cum because it looked like he was really close. Dennis was breathing hard and looking at all of us, copying Rick's fist twisting action on his own shaft. It must have worked because the look on his face was amazing. I copied it and found out that they were right, as the tender spot under the head tingled hotter and deeper than I had ever felt. Joe was taking his time, holding his shaft as he slid his index finger over the piss slit. He slid his palm over the head and groaned as he massaged the sensitive swollen tip. I looked over and saw that Jim was watching me, his hips pumping his dick into his hand. I used Joe's trick and Rick's at the same time, feeling even more intense pleasure. "Mmmmmaaannnnn......" I gasped, feeling the cum tingle rise higher and deeper than ever. "Ooooooo I'm gonna shoot...." Jim groaned, arching his back and pumping faster. "Aaaaaa aaaaaaa aaaaa oooooooommmmmmmmm" he almost wimpered, as the cum rushed through his cock, the first shot landing against Glen's belly and the next 2 falling onto the floor. "Ooooooooooo yeaaaaaaa." That was too much for Glen. Without missing a stroke, he scooped the jizz off his stomach and used it to lube his aching dick as he went over the edge. "Aaaaaaa yesssssss..." he hissed, bucking his hips as the drops of cum dribbled from his dick. "Hey, he did it!" I thought to myself, admiring the little dude's ability. "Oooooo here it cummmmmmsssssssss" Dennis gasped, his balls rising as he felt the rush of sperm through his cock. "AAAAaaaaa aaaa aa aaaa ooooooooooo" he moaned as he shot his cum wildly. Jim, Joe and I each felt a spurt of his hot sperm land against our chest or stomach, as we watched in awe as 4 smaller shots landed at our feet. "Oooooooooo... Sorry about that." Dennis grinned, totally spent after blowing his huge load. Jim rubbed it through his pubes and tenderly rubbed his tingling soft prick, with a big smile. Joe and I followed Glen's lead and used it to lube our dicks, humping into our fists harder and hotter than before. I looked over at Joe and then at Rick, wondering who would be next, because I knew I was almost there. The three of us moved in closer as the others watched in anticipation, wondering who was next. I looked at Joe and Rick, fascinated beyond belief. They were watching me too and they knew it would be getting messy. Joe's palm massage and Dennis' cum pushed him to the point. "Ooooooooo baby yeaaaaaaaa......" he grunted, arching his hips and jetting his load all over Rick's and my cock. Two shots hit Rick and one hit me as the remainder of it fell to the floor. "Aaaaaaa aaaa uuuuuuuummmmmm" he groaned, as the last dribbles coated his hand. Now it was Rick and I facing off only inches apart. We pumped our cocks at each other, the heads almost touching, then touching!! I felt arms across my back and warm bodies pressing against mine, as Joe and Glen urged me on and Dennis and Jim urged Rick. "This is so awesome." Jim grinned, anxiously watching Rick and I going at it. I worked my aching dick hard and fast, dying to cum! Our cocks touching almost constantly now. Suddenly, I slowed my pace to a nice slow, seductive jack, with Rick following my lead. We rubbed the heads together deliberately, the intensity of this new action driving me wild. I felt the delicious cum tingle flow through my cock the warmth of his cock head on mine overwhelmed me. "I'm gonna shoot..... aaaaa oooooo I'm aaaaa" I whimpered, as my load erupted directly onto Rick's hot cock. Rick moaned hoarsely as the biggest, most powerful cum of my life squirted 3 big sticky gobs onto his cock and pubes, only to be matched by Rick's hot load just as my 3rd one landed on him. Three hot gobs drenched my pubes and coated my hand and dick, thrilling me almost more than my cum off. "Take that Billy!" Rick grinned as he milked the last drops directly onto my cock by thoroughly rubbing my cock with his. I suddenly realized that maybe his actions were a little bold, but was assured by the smiles of my friends that everything was just fine. Jim was smiling as we all returned to showering and cleaned the sticky juices from our bodies. "Looks like Rick won that one by a head." We all giggled, then Rick said "Yeah, but that was only the first round for this year." A horny smile crossing his face as he skinned back his dick to thoroughly wash the jizz from his cock. Glen moved under the shower with me and rinsed off his slim belly. "It was sure wild when Jim shot me." he smiled, glancing down at my drained cock. "You really got off a load." "You know... I was sort of surprised when I saw you shoot." I admitted, shooting his floppy dick a look. "Way to go man." I congratulated, offering him a high five. Clark slapped my hand and laughed. "Thanks, I didn't think anybody noticed." "Hey Glen, I noticed too." Joe grinned, slapping Glen's hand too. After that all the other guys slapped Glen a high five as he smiled proudly. We all were happy for him because there's nothing like the feeling of cum shooting through your cock, especially when you have tried so many times and cum dry. We all were smiling as we got back to our lockers and slowly got dressed, having shared in such horny fun we weren't very shy about our bodies anymore. I wondered if all public school gym classes were like this. We all dressed about the same time and left the locker room together, grinning ear to ear. Joe came up behind me and wrapped his arm around my neck. "Hell of alot better than gym at St. Franks, eh?" "No shit." I grinned, jabbing him in the ribs gently. "Sister Mary would freak if she knew what we just did." I laughed. Joe cracked up too as we walked out to the bike rack. A familiar looking kid was waiting for us. Dark complected, with shaggy light brown hair, pretty cute. "Hey Joe... Hiya Billy!" he called out to us. "Hi Bob. Been waiting long?" Joe replied to his seventh grader brother. I looked at the kid, standing there in tight jeans and oversize basketball jersey, thinking how he would have been a great addition to our shower fun. "Hiya Bob. Haven't seen you in a while." I said shaking his hand. I quickly guessed from Joe's development that his little brother might have a bit more than what Glen had, making that bulge in his jeans. "I guess I grew a little since last spring." Bob shyly admitted. "Yeah..." Joe smirked, almost laughing. His eyes met his brother's then glanced down at his crotch. "Bob has grown alot over the summer." Bob blushed. "Oh shut up Joe!" he pleaded, hoping to stop his brother's teasing. Joe looked over to me and leered. "Bob's sort of embarrassed 'cause his you-know-what is sort of... you know..." "Cut it out Joe!!" Bob pleaded, his face showing his embarrassment. I was almost ready to crack up from Bob's predicament. "You mean he's hung." I grinned. "Hey Bob, don't sweat it. It's cool." I said, punching him lightly on the shoulder, trying to reassure him. I guessed that maybe I had underestimated what was making that bulge. Joe wrapped his arm around Bob's neck and playfully hugged him. "You gotta lighten up Bob. It's not THAT big. In fact it's only a little bigger than mine was in 7th grade." Joe looked over at me and got a little serious. "Some guys in his soccer camp teased him and shit." Bob looked at me shyly, his brown eyes looking through his long hair and I could see how the incident had bothered him. "It sucked." he added. "They were jealous and being assholes." I told him, finally seeing a smile on his face. "Don't let it get to you. Some guys have big ones and some guys have little ones." "See. I told you so." Joe said, hugging him once more before letting him loose. "And you're one of the lucky ones." "Yeah, I guess you're right. But it was the first time I was naked like that... you know." Bob said. Making me realize that he had felt the same anticipation that I had earlier that day. I smiled huge, remembering how my first experience had ended up. "You know Bob, today was the first time I was ever naked... like in front of lots of other guys, and I was sort of nervous, but it ended up ok and you get used to it." "That was your first time? Man, Billy! You were the star stud of the locker room!" Joe laughed. I saw a sparkle in Bob's eyes as he looked at me smiling. "You mean he's hung?" mimicking my earlier comment as he pushed Joe away. "Shit Joe, I thought you were the BIG star of the locker room!" I teased back, making both of them laugh. Bob was over his nervousness now and I felt good that I helped him. Joe and I weren't that close of friends at St. Franks, but he really was a cool guy. Rick grinned slyly. "To be honest... I think Rick was the BIGGEST star of the lockerroom. He's probably the biggest in the whole 8th Grade." Bob had an astonished look on his face. "Bigger than Joe's too?" Joe just grinned knowingly and shook his head yes. I guess he figured he was maybe saying a little too much about what had happened just minutes before. "So what's going on now?" I asked, as Joe straddled his bike and I pulled mine from the rack. "I have to go mow Mrs. Baldwin's yard." Joe answered, a smile on his face as he looked over at Bob then back to me. It was almost like he was reading my mind. I had just had my first experience with another guy and had been really hoping maybe Joe would want to go jack off again. But then there was cute Bob standing there. "What are you up to Bob?" Bob smiled, "Well... I was going to help Joe with the yard." "It won't take that long. Why don't you just hang with Billy. I got it handled." Joe smiled, releasing his younger brother to go with me if he wanted. "Cool, we can go mess with my computer if you want." I offered. Looking for something to interest Bob. I was right about the computer. Bob and I left Joe in the dust as we rode off the 8 blocks to my house. The usual note was there about Mom being home at 7, and Dad was out of town again on business. My sixteen year old brother Mark was working at the car wash and usually came home around 8. We grabbed a couple of cokes and headed up to my room. I flipped on my 486 and got the Windows going, and showed off my system. Bob said that they had an 486 that he and Joe played with, but he really liked mine. He asked me about some of the on line services I had and found out we had alot of trhe same ones. He logged onto America OnLine, using his screen name. From the way he ran through the system I was amazed at how many services there were, becaue I hadn't have it that long and I usually just got software from it. He flipped on the lobby and scanned the list of available rooms, entering a teen guys only room. "This is a cool room 'cause there's always some action going on. "Oh yeah? Like what?" I asked, wondering what he might know about the system. In a few seconds I saw a message about somebody with gifs for trade. "Hey what are those gifs things?" I asked. "Gifs and jpgs are picture files that you can download on here." Bob answered, quickly asking the other user for a copy of the gif. In seconds there was a mail beep and Bob hit the download file button. "I wonder if this one is any good." I wasn't ready when I saw the first parts of the picture appear. A naked guy who looked maybe 18 at the oldest, smiled at us from the screen, globs of cum coating his hand and huge cock. "Holy shit!" Bob grinned and made a tug at his crotch. "We have about 100 of these. I don't think we have this one yet. Pretty wild huh?" "You mean you have lots of pictures like that? WOW!!!" I gasped, the picture giving me an instant boner. I rubbed the head through my jeans and glanced at Bob's bulge, getting the feeling that this kid was going after something, and I pretty much understood where he was going. "You want to see more?" Bob smiled, knowing what my answer would be. He flicked into his mail and downloaded one from the outgoing section. "This one will freak you out." he said, sliding up his shirt and rubbing his stomach. I watched the picture slowly forming. "Holy shit!! That's you!" I gasped, watching a picture of Bob filling up the screen. First his smiling cute face, then his bare shoulders, then his stomach, came into view. When was this going to end? Suddenly the picture stopped, with about five inches below his belly button showing. "Man! I thought I was going to see all of you for a second." Bob grinned and raised his eyebrows. "You want to?" he said pulling up his shirt. I looked at the screen and back at him. The picture looked like it could have been taken yesterday. My dick ached as I tried to make it more comfortable in my jeans. "You want to?" I asked back, dying to see him. Bob smiled and reached over to the computer. "Here I am." he grinned, sliding the picture up the screen to show his hairless hard dick and sagging nuts. "You like it?" "Fuuuuuuuuuck...." I panted, looking at my cute friends picture. There he was... Naked as can be and so cute and smooth. His cock looked even bigger and better than I imagined it would be. "Bob this is awsome." I gasped, rubbing my hard cock through my jeans. "Thanks, I think it's cool too." Bob grinned, lifting his shirt further and rubbing his chest.. He looked so cute as I looked into his bright brown eyes. "Wanna see it for real?" I kept rubbing my hardon through my jeans, knowing he wanted to see me as bad as I needed to see him. "Oh man Bob. I... Wowwww." I said, rubbing my dick harder. Bob slid his chair up to mine and grinned. "Excellent!" He put his hand on my knee and I felt electricity shoot through body. "Aaaaaa.... Bob, I'm so horny... oooooooo" I breathed, feeling him squeeze my dick. I slid my hand under his shirt and felt his hot stomach as I let my fingers slide down to the waist of his jeans. I felt his hand sliding down my zipper so I just followed his lead as he unsnapped my jeans and slid his hand into my underwear, doing the same to him. "Mmmmmm you've got hair..." Bob panted, as he slid his hand down and pulled out my cock. His soft fingers massaged the head and tugged gently on my shaft. I pulled his dick free of his jockeys and slowly jacked it a few strokes, feeling the heat of another guys cock in my hand for the first time. It seemed to be about the same size as mine. "You've got a couple too." I gasped, feeling the little strands as I rubbed him up, giving his juicy balls a feel. "Didn't show up very good there." I smiled, looking at the computer screen. Bob smiled back, and looked at his picture. "That's almost 2 months old. Joe took it." he panted, rubbing his cheek against mine. We continued to explore each other, rubbing and feeling up our cocks. Bob looked deep into my eyes. "I've gotta take a closer look." he whispered, lowering his face to my dick. "What the... Oooooooooooooo fuuuuuuuuuck..........." I gasped, feeling those tender lips against my dick head. I brushed my fingers through his thick hair as I felt his tongue swirl and jab at my aching cock. It was incredible feeling his lips wrap around the head and suddenly having my whole dick in his mouth, being swirled and sucked so softly by such a sexy kid. It felt so intensely amazing as he pumped his lips up and down my cock, driving me crazy. He had me so horny that I knew I wasn't going to last long. The soft warmth of his mouth drove me wild as I felt the rush of cum flowing. "I'm gonna shoot!" I groaned, as I felt it jet into his mouth. I was so horny that there was no way I could have held off. Instead of pulling it out, Bob just sucked harder! "Mmmmmmmm ymmmmmmm" he hummed on my dick, rubbing my balls to get every last drop. I pumped my ass to meet his lips as I felt my load empty into his soft slippery mouth. "Oh Bob... That's just so..." "I know, you're blown away." Bob grinned, as my soft dick flopped from his mouth. A dribble of cum was on his chin as he sat back up. I slid my hand around his dick and was surprised to find it already coated with cum and half hard. Our cocks looked alot alike and were about the same size. I knew I wanted to repay him for his suck job so I leaned down and slipped it into my mouth. I didn't ever think cock would taste so good, and along with his cum it was amazing! I sucked and swirled my tongue around and felt it getting hard again as his hands gently rubbed my head. "Ohhhhhhh suck me Billy!" Bob moaned, arching his ass up and filling my mouth with his cock. "Oooooo suck my dick!" I dropped off my chair and kneeled between his legs, while I still kept pumping his dick. I knew what to do from what he had done, and knew very well where those spots were that drive me crazy would do the same to him. I swirled my tongue around the head as I slipped it between my lips, then sucked hard as I sucked it all in. When my tongue hit that spot under the head he moaned softly and arched up and drove his cock into my throat. I looked up into his face and saw him wincing and breathing heavy. The look of his cute face and hair along with the flexing of his stomach muscles as I touched that spot over and over with my tongue. He smelled of sweat and sexyness as I felt his few hairs tickle my nose as I swallowed down. Then I felt those gentle hands back on my head, urging me to get him off again. "Oooooooooooo Billy! Suck it! Aaaaaaaaahhhh baaaabyyyyyy!" Bob moaned, rubbing his hands all over his chest and stomach. He pinched his tits and the got really hard as he rubbed them. He kept pumping his hips to me as I sucked him, looking so sexy as his body moved with him getting my first ever BJ. "Billy! You've got me!! I'm gonna... ooooooooooo... yeaaaaaaaaaaaa..." Bob sighed, as his dick lerched, shooting his yummy cum and filling my hot sucking mouth as I worked it as hard as I could, then sucked gently and jacked his dick until it was soft. I took everything the cute guy could give me, before I finally let his dick loose. "Did I do good? It was my first time." I grinned proudly, watching him pant and try to catch his breath. Bob smiled with satisfaction. "That was so great... I mean...... whoa!" he said, rubbing his sticky soft cock. "First time? No way!" "Way! This is really the first time." I answered, sitting back and rubbing my drained dick. My balls were a little sore from shooting twice in less than 1 hour. I sat back and rubbed my dick, cause it still tingled, and looked Bob over. "Sure couldn't tell from the way you sucked me. I didn't even think you would want to, but it was awesome!" Bob grinned, looking totally satisfied. "We're about the same size, cockwise, I mean." "Yeah, your's looks pretty cool." I said, staring at his cock as it lay over his juicy balls, which hung almost to the seat of the chair. Bob smiled, licking his lips. He stood up, then slowly stripped off his shirt and jeans, giving me a sexy strip shoe so I could get a total view of his gorgeous 12 year old body. He rubbed his smooth brown skin and smiled so sexy. "Pretty cool heh?" he teased, making his dick dance for me. I stood up and stripped my shirt and jeans off, watching him smile as I got naked with him. He moved in close and we rubbed our sticky dicks together, then jacked them side by side. "Bob you've got a fine bod man... mmmmmmmm..." I moaned, rubbing my hands over his warm smooth skin. Those brown eyes and that cute face... those soft lips that had just been around my cock, inches from my face. Oooooooooooo mannnnn!! Bob gently rubbed his left hand over my chest and tweaked my tits, then rubbed a finger over my stomach. "Talk about bods... Billy... you're just so sexy I can't believe it." he whispered, squeezing our dicks together, making us both wince with pleasure. He pressed his chest against me and rubbed his soft cheek against mine as he humped his buns and rubbed our hot cocks together. "Mmmmmmm I like this.... You smell good..." "I... just showered..." I whispered, into his ear. He smelled just so... sexy. That body heat and sweaty kind of scent that is so fantastic. "Mmmmmmm you smell good too Bob." I said, rubbing my cheek against his. We rubbed against each other, his hand working us both as I rubbed my hands over his body. We looked deeply into each others eyes, noses touching then rubbing together, suddenly lips touching, tongues soflty exploring each others lips, before hotly sliding deep into a hot french kiss. I tasted his spit and swabbed his tongue with mine as I rubbed my fingers through his thick soft hair, pressing his lips against mine. I slid my hand down and took his cock in my hand and gently began to squeeze and jack it, letting him give his full attention to jacking me too. Both of us moaning into each others mouths. Suddenly, I heard somebody running up the hall and stop outside my room, and we broke our kiss. "Hey Billy....." Mark said, knocking before he opened the unlocked door. "Mark don't come in..." I said trying to stop him. But it was too late. We were caught. Bob and I both gulped when he saw us. Knowing we were probably dead meat, our dicks went soft immediately. Mark was just wearing a pair of old levis and smiled as he untied his ponytail, letting his way past the shoulder light brown hair down. "Caught you guys jacking off together." he grinned, "Shit Billy, you're a hung little dude." "Th... thanks..." I stuttered. Thinking maybe we were safe after all. Glad we weren't caught kissing or sucking anyway. "Who's your bud? Hey he's hung too." Mark said, still grinning as he checked Bob over. "Bob... Bob Richards..." Bob said, relieved that Mark wasn't going to kill us. He reached out his hand to shake Mark's. "You're Joey Richard's brother?" Mark asked, shaking Bob's hand, then feeling the stickiness on his hand he snickered shook his head as he rubbed his fingers together. "He goes by just Joe, now, but yeah he's my brother." "You're his younger brother?" "Yeah, I'm in seventh." "Shit... With a wand like that you must be about the most hung guy in your whole grade." Mark said, winking at me as he checked out my friend. "I don't know... Still going to St. Franks so I don't get to see anybody else, but I got hazed a little at soccer camp about it last summer." Bob answered, looking Mark over a little closer. "I think getting checked out is sorta cool. Looks like my little brother and you could make alot of dudes jealous." Mark said, rubbing his hand across his rippled stomach. I looked Mark over, thinking while I had always admired his body and his sexyness I had never thought of him sexually. In fact, I hadn't really thought of any other guy the way I started to that day. Mark's tight body, the little blond hairs in his armpits, his cute smile and bright blue eyes, the bulge in his faded old jeans. I was getting hard again. "I guess you aren't gonna tell on us." I giggled. "Tell on you? Shit Billy, I almost feel like I should join you." Mark giggled, rubbing his dick through his levis. "You really think so?" I asked, seeing Bob's dick swell up about as fast as mine just did. "You guys don't mind?" Mark smiled, sliding his hand to his zipper. "Man I have been doing this solo for so long I almost forgot how cool it was to have company." Bob gasped when he saw Mark slide out of his jeans. "Yeah, it really is cooler." I watched as Mark kicked off his jeans, his dick pushing out his white jockeys and making a tent. Man I knew he was cool looking, but I never realized just how sexy he was, with his smoothly muscled body and long light brown hair. I hope that I look that hot when I'm sixteen. He stood in front of us and smiled, as he slid his hand in and pulled out his dick, letting it hang over the the waist band while he gave it a couple pumps. It looked about the same size as Rick's, but Mark had a bit more hair. I looked over at Bob and smiled when I saw the awe on his face. He was licking his lips as he slowly jacked his dick. "Nice dick Mark. Shit, I never saw your hard before. It sure is big." I said, jacking my dick faster and faster. "Yours will be this big, or bigger I bet. Cause it looks bigger than mine was in 8th grade." Mark said, jacking his dick harder and faster while he was watching Bob and me do it. He slid his left hand down and pushed his briefs down and let them fall to the floor. The lockerroom was nothing compared to this, I thought, watching Bob and Mark jacked their cocks in front of me. Mark, my sexy big brother, and Bob my oh so sexy friend, jacking off, watching me jack off too. It was getting way too hot for me to last much longer. I felt my knees getting weaker as I lay back on my bed. "Oooooo mannnn.." "Hey Bob. Go lay down with Billy on the bed and do it too. I've got to watch both you get off together." Mark breathed, pumping his dick slowly. Bob lay down right next to me, his body touching mine as he arched his dick into his hand to get every inch into his stroke. Moaning softly as he looked at Mark, but more at me. "Uuuuuuuummmmmmmm....." "Go for it man! I want to see how much you guys can shoot." Mark told us, working his hand faster and faster. I looked at Bob, then at Mark, then concentrated on Bob's cock, wanting to see what else he could get from that juicy 12 year old cock. "Aaaaaaaa getting so..... oooooo yeah.... oh oh oh ooooooooo yyyyyyyyyyyeaaaaaaaaaaaaaaaaahhhhhhhhh!!!" I groaned, and started shooting onto my stomach. I lost alot in gym and in Bob's mouth, but I still got a load anyway, and the feeling of my hot sperm landing on my body, with those two watching, was so intense. Bob's eyes were open wide as he saw me shoot and he started breathing hard and fast. "Oooooo oh oh oh..... gonna cummmmmmmmmm..." he groaned, shooting his cum high in the air so that the first shot was airborne when the 2nd one came out. He writhed and moaned as he kept pumping after he had quit shooting, getting out every last drop. Mark moved in and smiled at us. "Pretty good for beginners. Now watch an expert." he said, pressing his knees against the bed, between our spread legs. Bob and I watched him pump his big cock faster, rubbing those big balls, thrusting his hips into his hand. Both of us in a trance. Mark was so sexy hot looking and was giving us a show of what a sixteen year old could do.. Mark grunted and moaned real low, looking at our cum splattered bodys. "Here... mmmmm it..... ugh.... yeah ummmmm cummmmmmms" he gasped, aiming his big dick at us and shooting four big, thick gooey wads of cum, hitting us both in the face and hair and all over our chests and stomachs. He kept pumping and 3 more sticky wads came out and dribbled on our legs, as a satisfied smile came to his face. Bob and I were covered with Mark's juice and it felt so wild. Bob had a big drop on his upper lip and I was amazed as he slowly licked it off. I knew from his smile that he liked it. Mark saw it too. "Man Bob, you're a kinky little fucker." he grinned, as he pulled and stroked out every last drop. He looked over at the computer and his mouth dropped. "Holy fuck! That's you!?" Bob rubbed his cum covered body and shook his head yes. His dick was about half hard and he looked like he still wanted to do more. "What do you think?" he grinned, as he got up and walked over to the computer. Mark looked at the computer and back to Bob a few times. Then he looked over at me and smiled kind of shyly. "You know... when I was you guys age I was into this guy stuff too. I like girls, but whoa... You guys are pretty hot looking." I was surprised at what Mark was saying, but it was really a turn on too. Maybe it wasn't so weird to be so hot for guys. I was sure hot for Bob, I knew that for sure. But Mark, my own brother? He was super hot looking too, even though he was almost completely different than Bob. "You look pretty hot too, Mark." I finally admitted. Mark smiled. "We really never talked about sex stuff before, but now we've done something awesome together. Any time you want to talk about it, come to me. I've got a feeling we'll be doing alot of talking." I sat and smiled at my big brother, suddenly realizing what an assett it was having an older and studly brother. "Thanks, Mark. I'm going to remember this forever." Mark grinned and picked up his clothes, then looked at his watch. "Shit! I was going to try to grab a shower. Looks like I'll have to make due with getting drenched at work." He laughed. "Cool meeting you Bob." he told Bob's pic on the computer screen. Bob and I both cracked up and lay on the bed side by side laughing as Mark left, taking care to lock my door for us as he left. We got quiet and still then, listening for the front door to slam so we would know when Mark was gone.