Date: Sun, 17 Sep 2006 17:37:54 -0700 (PDT) From: Will Kneal Subject: Fast Asleep Fast Asleep Please send any comments to o.bedient@yahoo.com Tony was the first guy I was actually attracted to. You could say we were best friends, at least for a while. Maybe it was his macho aura, or just my perception that he was so superior to me physically. All I know is that I found myself fantasizing about him, and wondering what it would be like to be with him. I was about 14, I think, and so was he. Tony's body was certainly more developed than mine - he was athletic with good muscle tone and good looks. Tony had body hair everywhere, and he smelled the way a guy is supposed to smell. I, on the other hand, have always had a soft body with rather feminine curves, light strawberry blonde hair, with very little body hair. At 14 you are sensitive to such things, and I guess I was no exception. The sexual attraction seemed only natural to me, since the only other experience I had had by then was being taught to masturbate when I was 12 by the boy next door, David. My encounters with David were very childish and were more experimental than sexual. As we would discover different methods or things that felt good, we would show each other. Once he went with me and my family to the beach for a week. I remember bobbing up and down in the ocean with him, and wondering what he would think of me if I asked to suck him. He must have read my mind, because not a minute later he said, out of the blue, "I'll suck your dick if you'll suck mine." I just nodded enthusiastically, and we ran out of the surf and up to the hotel. My parents were in the room and it didn't look like they were moving anytime soon. We decided the elevator would be a good place to try it out, and we got on and pressed the "stop" button between floors. We were both cold and shrunken from the saltwater followed by the cold air, and our encounter didn't last very long at all. We took turns kneeling and sucking, and we both pretended we didn't like it. Neither of us even once thought about cumming - we were just excited to be doing something this daring. When we released the elevator and the doors opened, a young adult couple got on. They looked at us and the girl giggled and whispered something to the man. I'm not sure, but I think she noticed my now fully erect dick straining at the front of my swimsuit. But this story isn't about my immature (although fun and crucial) encounters with David - I'll come back to that another time. This one is about my steamy crush on Tony, and what happened the night I decided to act on my fantasy about him. This wasn't the first time Tony had spent the night with me. We had slept at each other's houses at least a dozen times. On these occasions we would do the things normal teen boys would do - sneak out after the parents went to sleep and roam the neighborhood, smoke, maybe steal a couple of beers from the refrigerator and drink them. Eventually we would sneak back in and go to bed, waking up a few hours later to the smell of my mom cooking breakfast. I decided tonight would be the night. Once I had a plan in mind, I couldn't think of anything else and I was so excited I was barely functional. I think we went to the movies or something, and we were back home fairly early. I suggested we just take it easy and watch some tv. Tony was an early riser so it didn't take him long to get relaxed and ready to call it a night. I told him I was going to take a shower and not to wait up for me. I took an extra long, hot shower and got really clean. When I came out of the bathroom, the tv was down low and Tony was asleep on his back, wearing just his jockey style underwear as usual. I quickly turned off the tv and settled down next to him in the double bed. I made sure the covers were pushed way down. It was summer and we really didn't need the extra warmth. I could tell by his breathing that he was asleep, but I wasn't in any hurry. It was barely midnight, and I had the whole night ahead of me. I was as far away from sleep as a person can be at that point. I have always been an expert at faking sleep. It started when I was a child and discovered that if my parents thought I was asleep, they would say things to each other that I wasn't supposed to hear. So I developed it into an art form, and over the years it has come in VERY useful. Tonight it was essential. I lied down on the bed, also only in my underwear, arms by my side, and after a little stirring, began to slow and pace my breathing. Slower, softer, finally into a gentle snore. There was no doubt I was asleep. Fifteen, twenty minutes - I entered heavy rem sleep for a half hour. Then as naturally as could be, I rolled over on my side to face Tony and draped my arm across his waist. I felt Tony tense and his breathing abruptly changed as he awoke. At first, he didn't move a muscle. He was evaluating the situation and deciding what to do. Finally, he gently lifted my heavy, limp arm by my hand and carefully laid it back down between us. I snorted in my sleep and rolled over to put my back to him. Satisfied, he settled back into sleep. I kept my position for about another 15 minutes before rolling back over and, in one motion, landing my arm against across him, this time a little lower. I could feel the waistband of his underwear. He was awake immediately, but this time he didn't react so quickly, which gave me some encouragement, and courage to go on. I really wasn't sure how any of this was going to play out. For all I knew, I might wind up getting my ass beat, or losing a good friend. But it was a risk I had to take. I probably should have been satisfied to sleep like that for the remainder of the night, but after a few minutes of letting my arm stay motionless, I stirred a little and bent my elbow, moving my hand onto his stomach, which naturally pushed my elbow well down onto the top of his underwear. I felt it definitely bump into the head of his cock, which was apparently semi-erect and pointing straight up towards his waistband. I allowed myself an actual little smile and made a little happy sound in my sleep. I guess he did some soul searching and decided he couldn't take advantage of me that way, Again, he gently took my hand and placed it by my side, and rolled away from me a little. It was a small bed for two healthy teens, so there wasn't room to go very far. This time, I stayed on my back and just changed my breathing/snoring pattern a little. Oh well, I had tried. Maybe next time I could show a little restraint and just be satisfied with touching him. I laid there wide awake, and I knew from his breathing Tony was still awake too. He seemed restless, and I began to wonder what he would say to me the next day. While I was thinking through all of this, he suddenly sat up and swung his feet over and sat on the edge of the bed, his back to me. It seemed like an eternity that he sat there, motionless. Then he got up and headed for the bathroom. I strained to hear any clues as to what he was doing. I did hear him pee, then the toilet flush. Then I panicked - he was going to get dressed and go home in the middle of the night, leaving me to explain things. I just continued my sleep and hoped he would change his mind. He was taking way too long to just pee. I closed my eyes tight and kept my best sleep breathing going as I heard the bathroom door open. I didn't dare peek or break my rhythm. To demonstrate my willingness to leave him alone, I had rolled all the way to my edge of the bed and hung my arm off the side. I silently breathed a sigh of relief as I heard Tony get back I the bed and softly clear his throat. I could smell him, so close to me, but I was determined not to touch him again, not tonight. That had been too close, and there would be other opportunities. I think I actually managed to drift off into (real) semi-sleep, still with my back to him. I was almost totally asleep when I felt his knee brush against the back of my thigh. It was electrifying. I was instantly once again wide awake, but to him, still sleeping peacefully. My heart rate quadrupled as I rolled back onto my back, capturing his knee under my thigh. He didn't make any attempt to move away, and his breathing was fast and shallow - he was definitely not asleep. I waited what seemed like hours, waiting for him to do SOMETHING - but he just laid there! I finally couldn't stand it any longer. Was he innocently letting our bodies touch and not worrying about it, or was he trying to provoke me, or did he have something else in mind? The suspense was maddening and wonderful at the same time. Finally he made a move. He pulled his leg back from under mine and laid it out straight. We were both then laying on our backs, and my arms were at my side. I decided to try the rollover and arm across the waist one more time. I figured it would be make or break. Up until that moment, I felt like I was calling the shots. This time when I plopped my arm across his waist, I found that the tables had definitely turned and Tony had taken control, because my arm landed squarely across his bare cock, which was laying perfectly on his abdomen pointing to his bellybutton. When he had spent all that time in the bathroom, he had made his decision to take me, and had crawled back into the bed naked. Not only that, he was making and executing plans of his own. By adjusting his position higher on the bed, he knew exactly where my arm would go and had just been waiting. It was such a rush, and now it was time for HIM to squirm a little. I immediately sort of drew back (in my sleep, of course) and rolled back onto my back, letting my arms fall by my side. He waited for me to get back into a quiet sleeping pattern. I couldn't wait to see what he would try next. At this point I had exactly what I had wanted from the beginning - I had HIM pursuing ME. This way he couldn't backpedal on me and blame me for the whole thing, should he have second thoughts in the morning. After all, I was fast asleep the whole time. Soon I felt his hand on mine. He let it just sit there for a while, then he started to lift my hand. He moved it, ever so slowly, and placed it on the inside of his leg at about the knee. I smiled to myself when his plan became apparent. He was slowly raising his knee and at the same time opening his legs, allowing gravity to gracefully and naturally cause my hand to slip down the inside of his thigh towards his crotch. The feeling of my hand on his leg was exhilarating - his skin was so hot and furry and was beginning to sweat just a little. I was so proud of him for his effort, and I just let it happen. As he raised his knee higher my hand dropped straight into his crotch, right on cue. But I wasn't letting him take advantage of me that easily. I innocently kept my palm in full contact with his thigh, not letting it stray into the thick forest of pubic hair I felt grazing the back of my hand. Not quite yet. All this time I had purposely kept my rock hard dick firmly tucked between my legs. Not only did I not want to give away my excitement, I really didn't want it to be about me. That wasn't what I had in mind. I didn't want anything to get in the way of what was now my ultimate goal - to wind up with his dick in my mouth, and for it to be completely of his own doing. So I wasn't surprised at what I felt next - his hand fishing around quietly along the outline of my underwear, looking for an easy way inside. He went all around the waistband and along the leg opening, then his fingertips just barely grazed along the outline of the fly opening. He adjusted his position slightly to get closer to me, being careful not to disturb my hand on his thigh, then I felt his fingers slide into the fly opening. He explored a little bit, his fingers finding the base of my cock and following the lines of it pulled down tightly between my legs. I stirred suddenly, just a little, and in one motion I was laying on my side with my back towards him, having ended all contact. What a teasing little bitch I was!!! I heard him sigh ever so softly, or maybe I imagined I did. But I was planning my final approach. After snoring comfortably for a while, I rolled over onto my back again, and I got another nice surprise. As I was rolling onto my back, Tony quickly and deftly slipped his arm under and around my neck, and instead of stopping on my back he pulled me and caused me to keep rolling so that I was facing him and my body was pressed against his. In the movement, I had lost my leg grip on my own dick and it betrayed me by springing not only up but halfway out of the fly left open by Tony's earlier probe. Now he had me in a firm but gentle headlock. I barely opened one eye to get my bearings and then his goal became clear. My lips were extremely close to his nipple and he was not moving a muscle. He had me exactly where he wanted me. His hand was shaking a little when he finally put it on the back of my head and pulled me that last little bit. My open, slightly snoring lips were pressed firmly onto his nipple, and I let them open and close ever so slightly, and I felt his nipple grow further into my mouth. He either lost control or grew braver and said the hell with it, and pressed my mouth firmly to himself and let out a soft low moan. Startled from my sleep, I tensed and tried to make a sound. But now he was in control, and I heard him just say "shhhhh, it's ok, it's ok. Just suck." I relaxed, and suck I did, while he now moaned like he had wanted to since I first touched him. I signaled my approval with sighs and mmmms. I slid my hand across his hairy tummy and chest to find his other nipple and began massaging it. Glancing down, I saw he had his knees high and his legs wide apart and was stroking his long, beautiful cock. But I realized now I had a major problem. Obviously he was ok with what we were doing at the moment, but it was now clear that I was wide awake and aware of my actions, and I was still not where I really wanted to be. He was really getting into having his nipples sucked and squeezed and was not showing any signs of that wanting to change. Oh well. But I was so close!! Should I risk it and take the next step myself? And then while I was sorting all this out and completely losing myself in his breasts, I felt him firmly push my head down, down to where I needed to be. I did not offer even the slightest resistance. I slid my body fully against his until his dick was right in front of my face. I licked my lips and made them as soft as possible, then lingered when I finally felt the luxurious contact of them against the silky skin of his head. I just rubbed it back and forth on my lips and became absolutely intoxicated with the whole scene. Once again I felt his strong hands on the back of my head as he thrust himself deep into my willing mouth, I sucked him like I had been doing it all of my life. I started to touch his balls and longed to go there too, but he clearly indicated they were too sensitive and completely off limits. I guess you can't have everything! Now I would like to finish the story by saying he pumped a load of thick cum into my mouth and onto my face and that he followed that by forcing my legs apart and fucking me good and hard, but that would not be the truth, nor did I even consider those as possibilities at the time. The truth is, he was satisfied long before I was, and pulled out before finishing himself with his hand. He then insisted I do the same, so I masturbated for him, giving him a very sexy show which he seemed to enjoy, as he got hard again and got himself off a second time. He fumbled for words to indicate he wasn't really ready to return the favor of performing oral sex on me, and this time it was me who pressed his head to my breast and said, "shhh, it's ok. Just suck." end