Jon lay tossing and turning restlessly in the strange bed. The boy was sleeping over at his friend Mark's house for the weekend as a celebration for his thirteenth birthday and the beginning of their summer vacation.

He was alone in the spare bedroom while his friend slept in his own room down the hall. In the bedroom immediately next door to the spare bedroom was Mark's fifteen year-old brother - Alex.

Alex had friends his own age and rarely gave his younger brother or his friends a second glance. He did, however seem to at least tolerate contact with Jon which greatly flattered the younger boy. He sometimes found himself blushing whenever Mark's older brother even looked at him.

It had only been within the last six months Jon had discovered the joys of masturbation, and he practiced it nightly ever since. His newly developing reproductive system had a vigorous appetite that demanded constant release. Since during the day this was not possible, he normally walked around in a constant heat.

Now he lay hornily, the entire day's supply of juices simmering hotly within his loins, his desires kept him from being able to sleep. He lay still, trying to will his urges to sleep as well as the rest of his body. He was too shy to dare masturbate in this strange bed with his friends in nearby rooms.

He lay under the cool sheets in a pair of sweat pants that had the legs cut off to make them into thin, loose boxers-perfect for sleeping in. Jon always liked to give his "boys" plenty of breathing room while sleeping and as hot as they seemed tonight, the cool night's air could only help.

His bedroom door was partially open, so he could hear when someone got up around midnight to take a leak. He could tell it had to be Mark or his brother simply by listening to the distinct male urination sounds. Their father had divorced their mother a few years before so there was no man of the house.

After the flush he heard hands being washed and he knew it was Alex since Mark didn't care about such hygiene issues. This brought to mind a vivid image to Jon's mind of the beautiful older boy standing by the toilet with his organ in hand and relieving himself. A shiver ran down Jon's spine and his desire seemed to rise about 10 degrees.

Then he paused motionlessly as he heard the light footsteps of Alex coming up the hall towards the bedroom. The footsteps paused in the doorway and his heart skipped a beat. Then he realized to his horror that the bed sheet draped over his aroused, almost-naked body didn't cover him very well and that he couldn't move to cover up or Alex would know he was feigning sleep.

At least he was covered from the waist down, but Jon was a bit shy, even at having his chest bared. Sure enough, movement in the room told him that the older boy had come in for some reason and was probably standing right next to him. He had to struggle to hide his curiosity and excitement as he pretended to be lost in a sleep world.

When he felt ten fingers sweeping lightly across his ribcage he shivered involuntarily and he worried that the older boy would guess that he wasn't sleeping. The exploring hands seemed not to notice the shiver as they gently caressed his chest and even under his arms. He had no hair under them yet though and wondered what Alex must think of this lack of maturity.

He was going crazy with zillions of different emotions all at once and they all were wonderful. He lay with his arms behind his pillow and his chest outstretched as the older boy examined every square inch of exposed flesh right up to the untied drawstring of his shorts.

He assumed that Alex was impressed with his muscular build and that's why his sudden attention to his sleeping body and could not possible know how erotic this felt. Even though Jon knew that he was extremely beautiful and his body excellently sculpted, he had never been touched like this before and was very shy. This too he had to overcome to remain faking sleep. He didn't want to do anything that would scare Alex off and end this heavenly contact.

One of Jon's bare legs lay sticking out from under the sheet and soon Alex's hand was caressing it lightly as well. This brought Jon to a whole new level of excitement that only intensified as he felt Alex pulling his covers off of him so that he could examine both legs.

He knew that his stubborn erection had to be obvious as the hands swept across it while roaming from his upper body down his legs. Each time a hand brushed across his stiffness his heartbeat raced.

When a hand slipped inside his loose shorts to grope his newly maturing sex organs he was too engulfed in ecstasy to move even if he had wanted to. He could only lay spread-eagle and stimulated as his shorts were peeled down his slender hips to his knees. Then Alex's ever-curious hands returned to his erection and testicles. They seemed particularly interested in the thin fringe of newly sprouting hairs around his sleek four-incher.

He lay still and quiet but his mind yelled to be stimulated more and more by the older boy's gentle hands. They seemed to finally read his mind and one wrapped firmly around his stiff meat and began pulling gently but urgently. The older boy's face was so close to his throbbing member that he could feel his warm breath sweep across his sex organs and abdomen and in scarcely a minute young Jon was ejaculating heavily. His madly convulsing organ was milked of its entire youthful load. His body writhed and heaved as he eagerly emptied himself for Alex to see.

As the pleasure coursed through his body, his normal modesty was cast aside and he thought of nothing but the erotic stimulation from the older boy that he now knew he loved.

As he lay gasping and his last drops were expertly milked from him, his shyness returned and it seemed like an eternity that he had to lay naked and feigning sleep while the older boy carefully examined the thick white pools of his sperm.

Finally it was all scooped up off of him and he assumed that the older boy actually consumed his fluids, which really flattered him. His shorts were replaced as were his covers an he lay exhausted but satisfied as the older boy crept off back to his own room no doubt to relieve himself after this incredible hands-on exploration of the strikingly attractive boy.

The following day when he awoke, Jon found himself wondering if it all hadn't been a very wonderful dream. When he saw the Alex later that day he was relieved that he was basically ignored as usual...well not quite as usual. Jon did notice the older youth occasionally looking for some sign that he hadn't really been sleeping but Jon played it cool, mostly out of embarrassment.

Indeed, Alex found himself wondering afterwards for hours whether it was possible that the boy hadn't actually been asleep at all. He had orgasmed hard enough to pull muscles or something...

In the end he decided that since his own brother could sleep through a tornado, the younger boy had been asleep. The boy did not seem to act differently which seemed to support his conclusion. A shiver went down his spine as he realized that not only could he play with this young beauty again tonight but any of the many nights that he stayed over.

As night fell, Mark and Jon were both surprised when Alex decided against wearing a shirt. Even though they were all boys and could go without a shirt whenever they wanted, Alex had never done that before.

Jon had no idea how horny the older boy was getting while waiting in anticipation of more sex play. Making Jon ejaculate was so awesome that he now cursed himself for not giving him a blowjob.

About an hour after lights out Jon again laid sleepless and horny in only his cut-off sweat pants. The wonderful stimulation last night had him hoping upon hope for another visit from the older youth.

His heart skipped a beat as he heard soft footsteps down the hall. Sure enough he heard someone entering and closing and locking the door behind him. Jon cracked his eyes in the darkness to make out Alex's lean shirtless body and his excitement was obvious in his boxers.

As he softly crawled onto the bed next to the younger boy, Jon's heart was racing. His organ had been erect for hours waiting for this and now it ached to be touched.

He felt his covers again being lifted away and soft fingertips hungrily gliding down his beautifully sculptured ribcage and well-defined abdominal muscles. Jon could feel the youth's warm excited breath across his bare upper-body as the hands swept lower.

His shorts were peeled all the way off of him and this time dropped to the floor leaving Jon naked. His ankles were firmly guided apart and his arms were already back behind his pillow so he now was eagle-spread and exposed to the older boy's hands and eyes which took in his entire aroused young body for about an hour.

Jon writhed and squirmed despite his best self-control but luckily Alex wrote it off to him obviously having a great dream from all this. If that would make the boy cum harder then he was all for it.

When he could finally resist the stunningly handsome boy's fruit he devoured out hungrily. He licked and slurped on the boy's organ while his other hands roamed his taut young body.

Jon had never felt anything as good as the warm wet mouth now hungrily sucking on him or the hands that left not a rib or muscle or hair unexplored-explored. He tried to hold back from showing his enjoyment. After all, he WAS supposed to be asleep! His instincts won out, however and while his body tensed and shuddered under the curious hands, Jon exploded heavily into the relentlessly sucking mouth.

He saw stars in his closed eyes as he eagerly emptied himself. His slight thrusts were met with heavenly suction, helping him to empty his load completely. Alex savored the sweetness of young boy-cum but was forced to swallow much of it quickly in order to receive it as it furiously flooded his mouth.

The older boy got to taste a good number of spurts before they tapered off and Jon relaxed gasping and sleeping as far as Alex knew. He carefully suckled the last drops from the young boy before releasing his organ. He did continue to lick it lightly, teasing it just enough to keep it from softening. His own dick pounded with his pulse inside his boxers. As his tongue took a few more licks of Jon's dick, Alex slid off his boxers and dropped them on the floor with Jon's shorts.

He carefully slithered up the nude, spread-eagle boy until his own body lay draped over him. He just lay completely still, feeling the muscular beauty beneath him. He could feel Jon's still-rigid organ pressing into his stomach and the ribcage gently contracting with each breath beneath his own.

He brought his own face up to the sleeping boy's and stared at the gorgeous features. This was easily one of the most beautiful boy's he had ever seen, he knew. He noticed the lips parted slightly and couldn't resist the urge to bring his lips to them.

He slipped his tongue in carefully so as not to wake him. Again he laid for some time, just content in being lost in the loving French kisses if a sleeping boy.

He wasn't sure why he was so turned on by the boy but now he slipped his throbbing organ upward onto the boy's abdomen.

As Alex lustfully rolled his tongue inside the boy's mouth, he noticed Jon's breathing again drawing faster, in fact almost as rapid as his own. "Hmm, it's almost like he's awake..." Alex realized suddenly. Sure enough as he rolled his tongue around, the boy's tongue occasionally returned the kiss. His rigid, impatiently throbbing organ was planted firmly to the boy's muscular abdomen and he knew he had to do something soon or he would end up giving this little faker a paint job, he knew.

He broke the kiss abruptly and could feel the boy's heavenly young mouth tearing away from his grudgingly. Now he knew the boy was awake despite his convincing act. Now that he knew the boy was allowing him to continue this sex play with him, his initial concerns of the boy waking up and yelling disappeared.

He brought his lips to the younger boy's delicate ear and with a warm, melting breath whispered "Time to check out the old wrinkled star," and immediately Jon's slender legs closed, betraying his convincing act.

An evil grin spread across the older boy's beautiful features as he hissed "Ah ha!!! I knew you were fakin...you little weasel. You thought you were just gonna take and never give? Well it's time to return the favor."

With that he brought up a hand to gently, but urgently tug his chin downward. As his exquisite mouth opened slightly, Alex thrusted his hips upward and with precision aim planted the now-sloppy head into the delicious warmth.

Alex paused momentarily, basking in the wonderful hot wetness that engulfed his cock. The little beauty immediately tried to pull away from the salty probe lodged firmly against his tongue. He had never thought about actually giving a blowjob but here he was with this older boy's phallus leaking salty ooze with the friction caused by the boy's tongue trying to expel it.

Alex looked down and almost laughed out loud as he saw how solidly his hard dick was planted in Jon's mouth and knew he it wasn't coming out until it he got relief. Alex knew the boy would get the picture and as if on cue Jon's mouth finally resigned itself to a light suction.

His sucking did not have the particular rhythm which is needed for a male to orgasm, but Jon didn't know that. He sucked harder and faster. His mouth and lips urgently working to force his Alex to orgasm quickly so this would end. But his amature style of sucking and licking allowed the older lad to keep his desires under control so he could prolong the pleasure the boy's wet mouth was affording him.

Remembering how Alex sucked him smoothly and rhythmically, the younger boy got wise and built up a rhythmic pace, giving Alex's quivering loins just the irresistible stimulation it needed. One of the younger boy's tender hands reached up to gently tease and massage Alex's tightened nuts like a bundle of grapes. The hand on his balls as well as the delicious tongue slipping up his sensitive leaking head and snaking into his cum-slit drove him over the edge.

The older boy pushed his entire five and a half inches into the slurping, slobbering mouth. Jon felt his urgency and grabbed onto the stalk with his lips and began a relentless suction. Alex's pubescent body finally gave in to its animal instincts and he writhed and quaked as his cock swelled to explode and fill Jon's mouth.

His body was overwhelmed with pleasure as he eagerly flooded the sucking boy's mouth. Alex huge load was more than Jon's mouth could contain causing his juice to overflow more with each massive spurt. Thick white semen rolled down the boy's face and neck luridly.

Despite the minor leakage and enormous gushes, the young boy gulped most of the hot fluid. He had never tasted semen and was now getting more than his fill. Luckily for him he did found the taste not unpleasant and was able to continue his suction through the entire orgasm, causing it to last longer than most orgasms. This of course also meant a larger load was thrust down his throat.

When the older boy finally relaxed and pulled out, Jon immediately wiped his mouth, trying to clean up the cooling fluids on him but he realized this mess was too big and would require more than his hand. The bed sheet worked well and just as he finished cleaning it up, he felt Alex's hand return to his erection.

This time Jon just laid back and allowed Alex to suckle him to another intense orgasm. He had not yet recovered from his dizzying second orgasm when the older lad slipped out and down the hall still naked, carrying his shorts and savoring the boy-cum still in his mouth.

As young, beautiful Jon tugged up his shorts and rolled over to go to sleep, he realized that Mark's brother was going to have his way with him every time he stayed over. He also knew that this was about to become his second home...