I'm Joey, a twelve-year-old cocksucker. My best friend Tommy and I got started together. Originally, we just fool around together. We both knew since early childhood that it felt good to play with one's self, but were just fooling around one day when we decided to touch each other's cocks and wow! It felt soooo much better when someone else played with your cock. We weren't old enough to cum, but we played with each other every chance we got.

Our cocks were tiny by adult standards, but they gave us a lot of pleasure. We both live in a large downtown apartment building with a nice fitness center. It has a big swimming pool and a hot tub. We quickly discovered that our cocks didn't respond well in cold water, but in the hot tub it was quite different. Beyond that, when we had the air jets going it made so many bubbles on the surface that nobody could see what was happening.

Once we discovered that we would take off our swim trunks and be completely naked. We would sit next to each other and play with each others cocks in the hot water. We made a game of keeping each other hard. We would sit on our swimsuits so they wouldn't float around and give us away.

We liked to do this about seven in the morning on weekends because there were rarely other people there. One morning an older man – maybe in his fifties, came over to the hot tub and was about to get in, but first he turned off the air jets.

"Hey!" I said, startling him. He quickly turned and saw us naked, in the hot tub and realized why we had the jets on. He seemed to think about it for a bit, and then turned the air jets back on. Next, he entered the hot tub and asked if he could sit with us. We told him it was fine, and he indicated that he wanted to sit between us, so Tommy and I separated and he sat down. He put each hand on one of our cocks and played with both of us for a while. He really seemed to know what he was doing because it felt really great!

"I'm Mr. Lindholm," he said, "You boys live here?" We told him we did and he said he lived on the eighth floor.

"You should come visit me sometime," he said.

Then he slipped off his swim trunks and sat on them like we did. He took our hands and put them on his cock. We each had a hand wrapped part way around his cock and didn't cover it all! He told us to just squeeze it, and as we did, we felt it grow. We both really loved this – we had never even seen an adult cock before, let alone handle one.

We worked his cock to full hardness and in was incredible how big it was! We both wished we could see it.

"If we came to visit you," asked Tommy, "Would you show us your cock?"

"Sure," the man said, "And we could do much more."

"That would be really cool," I said, "Could we do it today?"

"I suppose," Mr. Lindholm said, "How about right now?"

We all quickly agreed and pulled our swim trunks on and got out of the hot tub. We dried off and took the elevator up to the eighth floor. Mr. Lindholm told us to remain silent so we didn't attract attention as we walked down the hall. It was still early so there was nobody around.

As soon as we got inside Mr. Lindholm's apartment he shed his swim trunks and we did the same. Tommy and I approached the man and stood right in front of him admiring his cock. I reached for it and took it in my hand and stroked it, watching it grow from my attention.

Tommy joined me and we both enjoyed his huge cock.

"Can you boys cum yet?", he asked.

"No, but we wish we could," replied Tommy.

"You'll be able to soon," Mr. Lindholm said, "and it will be even better for you."

"Can you show us what it's like to cum?" I asked.

"Better yet," he said, "You can make me cum."

Tommy and I looked at each other questioningly, and I finally said, "We don't know how."

"No problem," the man said, "I'll teach you – you want to suck me?"

"Sure," I said, "I guess."

He had us both kneel next to him and open our mouths. He put his cock in Tommy's mouth which was kind of a tight fit. He stroked his cock in and out of Tommy's mouth. He couldn't go very far but he was getting harder as he did. Then he pulled out and used my mouth. It was amazing how good it felt to have his cock in my mouth. Who could have imagined it would be so nice?

He spent a minute or two in my mouth, then went back to Tommy. He alternated back and forth for a few minutes, and then said, "I'm getting close – just keep your mouths open."

We knelt there with our mouths open while he stroked his huge cock, and it seemed to get even bigger. He let out a grunt and then his cock began to shoot it's load, first a squirt in my mouth and then in Tommy's and back and forth until he was done. I think we each got three squirts in our mouths and some on our faces. It was strong tasting, and unlike anything else I had tried, but wasn't a bad taste. I was glad that its taste was unique, so it was unmistakable, and I knew there was only one place to get it!

Mr. Lindholm told Tommy and I to just hold it in our mouths for a bit and enjoy the manly taste. Yes, I suppose that's the way to put it – it is the taste of a man.

I knew right then I had to have more of it but didn't know how that could happen. Perhaps Mr. Lindholm would cum in our mouths again, but I knew I wanted more than just that.

Mr. Lindholm then sucked each of us and it felt wonderful. If we were capable of cumming we would have, but instead just enjoyed the experience.

Mr. Lindholm gave us his phone number and said we were welcomed any time, so we should call him when we could get away.

We told him we would and gave him our cell numbers.

We left Mr. Lindholm's apartment and Tommy suggested that we go up to the sixteenth floor. We took the elevator up and saw a sign that said the sixteenth floor was closed. They were renovating all the apartments on that floor, and only the workers were allowed there, except they didn't work the weekend. The only thing keeping people out was the sign, so when the elevator doors open we just walked onto the floor past the "Restricted Area" sign. All the apartment doors were unlocked so the workers could get in easily, so we explored several of them. They were in various stages of completion. Some were replacing portions of drywall and some had debris all over the floor. Finally we found one that was nearly complete. It had just been painted and had new carpet. We went in and closed the door.

Soon our swim trunks were off us and Tommy said, "Let me suck you." I was glad to let him and enjoyed the feeling of his eager mouth arousing me. After awhile I said, "My turn," and we switched places. I really liked sucking, but sure liked getting sucked as well.

"Too bad we need to take turns," I said.

"Maybe we don't," said Tommy. He lay down on the carpet and told me to lay next to him, but with my head toward his feet. Once in that posision we found that we could suck each other while being sucked and we knew we'd be doing a lot of this!

After awhile I rolled on my back and told Tommy to get on top. He did and we continued to suck each other. We had discovered a new way to make each other feel good, and we both treasured our special friendship.

Over the next week we 69'd nearly every day, and visited Mr. Lindholm for more cum. He asked if we wanted to suck some friends of his and we quickly agreed. He told us to come to his apartment early Saturday morning.

We arrived as planned and were told to undress, which we eagerly did.

"When my friends arrive I want you both to answer the door naked," he said, "Which will be a really nice surprise for them.

In a few minutes there was a knock on the door and we opened it to meet Ben and Paul, who immediately smiled and came in. Soon their hands were all over us. We went to the couch and the two friends sat on the couch with us on their laps. Mr. Lindholm handed them a bottle of lotion, which they squirted on their hands. Now the handled our cocks with the lotion and neither of us thought we could take it any more. While rubbing my hard little cock with lotion I felt a finger slip between my ass cheeks. The it found my hole and wiggled around the hole. It was a strange feeling, and I didn't know what to make of it. Then he pressed into me and I felt myself stretching to accept him. It didn't hurt, but I wasn't sure I liked it.

He pushed further until his finger was nearly all inserted. He stoked his finger in and out of me, and it began to really feel good. I saw that Tommy was getting the same treatment and also liking it.

"That's enough for now," Ben said, "Each time we'll do more until you can take a cock."

I must have had a horrified look on may face, because he continued, "Don't think you can? Sure you can, and you'll love it!"

They had Tommy and I kneel on the floor again and we each sucked our man while they told us about ow to move our tongue and massage their balls while sucking them. After about five minutes they switched, so Tommy and I could each suck both, and they got both of our mouths.

We continued sucking for about fifteen minutes, switching every five until my guy came. As he shot in my mouth he pulled my head close to him, forcing his cock into my mouth, gagging me. He held me there until he drained. Soon Tommy took his guy's load.
It was about a month later that I was first able to cum, and Tommy insisted on sucking me all the time. One day he sucked me off five times, and the last time my balls began to ache. It was only three weeks later that Tommy was first able to cum, and we both enjoyed sucking cum out of each other.

Tommy and I visited Mr. Lindholm several times a week and always left with cum. He tried to have friends over for us to suck, but if it was just him, he would have us both suck him, like the first time, and then split the load between us. One time he was really aroused and came right away in Tommy's mouth. He told Tommy to share it with me and Tommy kissed me, transferring much of the cum into my mouth. I had never kissed a boy before, and the idea seemed kind of gross to me, but with Tommy it seemed alright. I learned that cum kissing was called snow-balling.

Mr. Lindholm said, "Seeing you two kissing gives me an idea. I have someone I'll try to have here on Saturday – can you make it?"

We both could, and Mr. Lindholm asked for our clothing sizes. We didn't know, but he looked at the tags on our clothes and wrote the sizes down. He wouldn't tell us why he needed that because it was a surprise.

When we didn't visit Mr. Lindholm, Tommy and I found plenty of time to play. We liked 69'ing the very best but couldn't always find enough privacy to do it. When we couldn't 69, we would find places where we could to a quick blowjob. That was easy because we were horny all the time and came quickly. One time I blew Tommy in the men's room. Another time Tommy blew me in the stairwell. We loved doing these semi-public blowjobs because the chance of getting caught added to the excitement.

Then one day we did get caught. We went exploring in the basement of the apartment building. Nobody ever went there except for maintenance workers, so it was almost always deserted. I was blowing Tommy next to a big water boiler when suddenly we heard, "You boys aren't supposed to be here!"

It was the building superintendent and before we could disengage he saw me with Tommy's cock in my mouth.

He took us to his office, if you could really call it an office. It was a small room cluttered with parts and tools, and lots of papers on his desk. There were a few old chairs – all different. He told us to sit down, which we did. I was so scared I thought I would pee my pants.

"I think I should call your parents and tell them what you've been up to," he said.

"Oh please," I said, "Don't do that – is there anything we can do to change your mind?"

He turned to me and said, "I already know that you're a cocksucker," and then turned to Tommy, "But are you as well?"

Tommy nodded, and the superintendent continued, "I suppose I could overlook this if you guys blow me whenever I need it."

Thrilled at such a deal we eagerly nodded and he stood up and unzipped, pulling out his cock.

Tommy and I both got on our knees and he used each of our mouths, spending a few minutes in each, and then switching.

"Who wants it?" he asked.

Tommy told me to take it, and the superintendent unloaded in my mouth, and stared in disbelief when I kissed Tommy, sharing his load.

"You guys really are sissy faggots!" he said.

Before we left, we gave him our cell phone numbers so he could contact us when he needed to. He told us it was okay for us to come down to suck each other, but told us to stay in a particular part of the basement, because the other part wasn't safe for us.

We went down the basement the next day and found an old mattress where the maintenance guys often slept, and it was perfect for us to 69. We did that for the next three days, and then a couple of maintenance guys caught us. We were naked and sucking each other, and very vulnerable.

I asked them if they wanted a blowjob. They looked at each other and one said, "What the hell – why not?" and they both offered us their cocks.

Tommy and I got to work and finished them off, eagerly swallowing their loads. From that point on, word spread to all eight of the maintenance men, and soon we were sucking all of them regularly, but that's another story.

When Saturday arrived we eagerly went to Mr. Lindholm's, and he had a woman there, who he introduced as Carla. She was nice looking older woman in her 40's. She told us to undress, and then looked us over very carefully. Finally, she said to Tommy, "I think you'll do just fine," and she took him into another room.

"What's going on?" I asked.

"It's a surprise," Mr. Lindholm said, "Carla is a very talented lady."

Mr. Linholm told me that we might as well pass the time with some anal training and got out a bottle of lotion. He put it on his finger and then inserted one, then a second, in my ass. By now I really enjoyed it, and wondered what he had in mind for me this time.

He had an assortment of dildos of various sizes, and he put one, then another in me, opening me up.

"Okay, that's my biggest dildo," he said, "So it's time to try something else."

He opened a drawer and took out something that looked like pliers, but had some curved parts on the end. "This is a speculum," he explained, squeezing the handles, "Doctors use it to open asses up for surgery."

My mouth dropped open as I saw the curved parts open to over two inches wide. "I'll go slow," he assured me, "You'll be surprised about how far you can stretch."

He ran it under some warm water, and then put some lotion on it. I couldn't see what he did then, but felt it going into me and open me up. After a few minutes he somehow made it stay wide open while in me. "That's the full opening," he said, "Now you are ready."

He went to the kitchen and returned carrying a full-sized cucumber. My eyes opened wide and he saw my concern. "Joey, I wouldn't do this if you couldn't take it, and I'm sure you'll like it."

He put lotion on the cucumber, removed the speculum, and slid the cucumber up my ass. It went in part way, and then began to stretch me farther – it was the biggest thing I had ever taken up the ass. I was surprised, but excited too, and wanted to please Mr. Lindholm.

"Can you take any more?" he asked.

"I think I can," I replied, "Just go slow."

He pushed it into me and soon the widest part was in me and most of the cucumber slid in until it hit bottom, leaving just the tip of it sticking out of me.

He had me get on my knees and hold the cucumber in with one hand while I sucked him to full erection. Then he had me kneel on the couch, facing the wall with my ass facing him. He removed the cucumber and slipped his cock into me. This was another first for me, and it felt great! Beginning slowly, and then speeding up, he fucked me while holding my hips. "I'm getting close," he said, as he picked up speed, and them thrust into me and just stayed there while draining into me.

He pulled out and thanked me, and then handed me some tissues in case I leaked. I pressed a wad of tissues between my ass cheeks and sat on the couch. It had been nearly an hour, and I wondered what was taking Carla and Tommy so long.

"Be patient, Joey," Mr. Lindholm said, "Good work takes time."

After another fifteen minutes Carla came out and said, "Joey, I want you to meet Tammy."

I saw the most adorable girl and was immediately self-conscious of my nudity, and put my hand over my groin. Carla and Mr. Lindholm laughed as Tammy walked up to me and kissed me on the lips, then moved my hand and fondled my cock. I was hard instantly, and Tammy dropped to her knees and began to suck me. It only took a minute for me to cum in her mouth.

She stood up and pressed her lips to mine and gave me my load back.

"Tommy?" I asked.

"I'm Tammy right now," she said, "Do you like me this way?"

"Darned right I do!" I said, and pulled her to me, kissing her more.

Carla had completely feminized Tommy, and even taught him some basic feminine mannerisms.

"Let's go out," Carla said, and we took the elevator to the main floor and walked a few blocks away, and then returned. Tammy was afraid she would be recognized, but she passed perfectly as a girl. The more she was publicly exposed, the more she liked it, and soon her fear turned into excitement.

When we returned we got into the elevator and I just couldn't resist Tammy's attraction. I pulled her to me and kissed her. She responded, and we made out the entire elevator ride. "You love-birds will have to wait a bit," said Carla.

We stopped and returned to the apartment, where Carla told us to get comfortable on the couch.

Carla and Mr. Lindholm sat in chairs and watched as we continued to make out. I reached up Tammy's dress and found her to be fully hard. I lifted her dress and pulled down her panties. While Carla and Mr. Lindholm watched, I suck Tammy off and swallowed.

"Now that was really charming," said Carla, smiling, "It's nice to see a young couple in love."

It was time to go, so we thanked Carla and Mr. Lindholm. Tammy changed back into Tommy, but Carla told him he could keep the panties and a makeup kit.

As we left, I told Tommy, "We're the best of friends, but I really like being with Tammy."

"I have a feeling that Tammy will be spending a lot of time with you," Tommy said with a smile.

  To be continued . . .

Feel free to contact me with your comments or requests.
    –Bill Beaumonte (oral_guy_2000@yahoo.com)