The last of the campers finally left on Saturday afternoon, leaving the camp counselors and support staff to get the place cleaned up and shut down for the summer. It had been a long summer with four groups coming in from a Wednesday afternoon, staying ten days and leaving on a Saturday afternoon, giving the staff four days to clean up and prep for the next group. The camp was built a few years ago in the Panhandle of Florida when the churches in the denomination along the panhandle decided the trip to the camp grounds near Ocala was too far and built the second site. It was in the old pine forest east of Eglin Air Force base about a fifteen minute drive up from the beach and was a series of sleeping cabins consisting of bunk beds in screened in one room buildings with large plywood awnings that provided protection during the frequent thunderstorms during summer and allowed for closing them up when not in use. The only other structures where the administration and cafeteria building, the only one with air conditioning which was used for all assemblies, and the shower buildings; one for females and one for males.

Clean up of the kitchen and cafeteria was constantly done and didn't need much to shut it down for the off-season, but the rest of the camp needed a few days to get it cleaned and ready to close up, so the church officials in charge had gotten two of the camp counselors to agree to stay behind and clean all the cabins, the bath houses and the grounds. Paul and Billy were picked since they had gotten along well over the past summer having roomed together. Paul was from a rural church north of Pensacola, was a freshman in college using his break to do the volunteer work at his parent's urging. Although he had been very active in his church, the last couple of years had been one of confusion and conflict; questions clouded his mind constantly, especially when he was in a church environment. He didn't know what he believed and his desires sometimes frightened him. Billy was from Tallahassee and was a year older than Paul, being a sophomore in college. He loved the outdoors and saw the summer camp an opportunity to enjoy some time away from the capital for free. He wasn't particularly religious having attended church only because his mother was insistent, but to camp out for the summer he was willing to deal with the religious aspects.

They got to work cleaning the cabins on the last day of the final session as the cabins became free. Billy had made plans with Paul over the last couple of days to push to get finished early so they could enjoy a day relaxing in the camp with everyone gone. The summer had been fun but the constant attention needed to keep the ten to eighteen year olds in line had wore them out and they agreed some down time before heading to their homes would be nice. By the end of the day Saturday, the camp finally vacate except for the two of them, they meet up in the cafeteria for the pre-prepared dinner left for them. They were exhausted but had cleaned more cabins than planned. They sat at the table in their t-shirts wet with sweat and ate quietly until nearly finished.

"I'm beat" Billy broke the silence.

"Me too, but we did get more completed than we thought we would" Paul replied.

"You think we can finished tomorrow sometime after lunch?"

"Maybe; I'm ready for a shower and bed as soon as it gets dark so I'll be up early."

"Same here, so we should be getting an early start. Man, I want us to knock this out so we can just relax. We could hang out down at the swimming area." Paul said to Billy.

"I would be up for that" Paul replied. They camp had built a place to swim in a creek running through the property that was isolated from the camp grounds and allowed the campers to swim, breaking them up male and female, not allowing for mixed bathing, as one of the church officials called it.

By the time they finished eating and sat for a few minutes talking further the sun had dropped below the horizon and dusk settled over the camp. The mosquitoes came out quickly and the heat and humidity of the day would wear on till the middle of the night. Billy and Paul went to their cabin and got a change of clothes and their personal effects to go shower. The boy's shower was a simple three room building; one room a changing area with a shelf and hooks along two walls and benches sitting just out from them, a second room of toilet stalls and lavatories and the third a long narrow room that was an open shower, with shower heads down the two long side walls.

This was the time Paul would find himself anxious and self-conscious. He tried not to do it, but he would constantly glance at the other guys when he was in the bath house, comparing their bodies with his own, seeing the differences. It made him nervous and gave him a sense of guilt he couldn't shake. Billy on the other hand, having played sports in middle and high school, never seemed self-conscious about being naked in front of others, talking and joking around during the whole time he was in the bath house. Now that it was just the two of them Paul felt a little more relaxed about having to use the open shower, but he also felt that nagging anxiety when he was around some guys.

They threw their belongings down on a bench and used the bathroom first. Back in the changing room they began to strip. Billy was quick and methodical in getting out of his t-shirt and jeans, making a comment on how nasty they had gotten today. Paul was slower, and found himself stealing glances at Billy more than usual. He looked at how Billy was so tanned from being outdoors all the time, including his upper body. He noticed how he was muscular, and how his light brown hair was darker under his arm and over his cock. He stole several glances at his cock, noticing how it appeared to be longer than his own but not as thick and he wondered about their differences. He had watched as Billy pulled the t-shirt over his head and saw how his broad shoulders tapered to his narrow waist, how his muscles were evident under the smooth skin, and it made him feel guilt. When Billy had gotten naked and began to dig out his soap and shampoo, Paul turned his back to Billy to get out of his clothes.

As he dug out his soap and shampoo, Billy looked at Paul as he turned his back to him as he always did in the shower. He was so modest, so shy about being naked in front of other guys it made Billy feel sorry for him. To be so embarrassed to be naked in front of other guys just didn't seem right to him. But he watched Paul pull his t-shirt off revealing his pale skin and it was obvious he had never gone without a shirt. Paul was tall and lean, his body soft from having never done any exercise or sports. He was so smooth and so little body hair he looked even younger than his nineteen years of age. His straw blonde hair was so light on his arms he appeared to have no hair on them and he had sparse hair under his arms. Billy had seen him in the showers over the summer and noticed how Paul wasn't the only one to look this way with the pale and nonathletic bodies. It seemed most of the boys in camp looked this way. But Paul's shyness seemed different they way he turned away from the other boys in the changing room, and there were times he had seen Paul look at other boys, seemed to be examining them, stealing glances at their nakedness, as if he was comparing himself to others. When Paul lowered his jeans, then slowly lowered his briefs, exposing his pale round ass Billy had the thought that Paul had a rather feminine look from behind, the way his skin was so smooth. The hair on his legs so sparse and fine they looked bare. When Paul finally turned to get his things Billy stood up and headed to the showers.

"I'll get the water warm" he joked as he moved into the showers, the last thing he saw was Paul's thick cock swinging over his bare balls. He had seen all kinds of dicks in the shower room and had seen thick ones before, but on Paul it seemed odd, someone who seemed so asexual, would have such a dick, something so sexual, so masculine. He wondered how big it got when he jacked off; then he wondered if Paul had ever jacked off. Billy knew wherever he positioned himself Paul would take a spot the furthest away, so he just took one of the first shower heads and watched as Paul moved by on his way to the last one. As he showered he watched as Paul ran the soap over his body, noticed how he ran his soapy hands down his sides, over his ass and even down in the cleft of his cheeks. He watched him bend over to wash his legs and saw the bare skin and the opening to his ass, thinking he looked smooth, so much younger. When Paul went to turn around to rinse his back Billy turned and ducked his head under the spray.

Paul noticed Billy turn and hold his head under the spray washing the shampoo out of his hair and he thought he had caught Billy looking at him funny when he first turned around. Was he comparing their bodies, looking at how skinny his body was and so undeveloped compared to his own muscular tanned body. He knew he was probably being silly, just being self-conscious but he knew he was naïve about a lot of things, and knew people like Billy were more knowledgeable and worldly. He glanced at Billy's naked body, and how the white suds slid down the tanned skin, how the water ran in rivulets down his muscular form and he absentmindedly ran his soapy hand over his crotch, moved his fingers around his cock, feeling it stir, as it did at night, or when his briefs rubbed him a certain way, or when he had those thoughts. He lost himself for a moment, closed his eyes and felt the pleasure of his hand moving over his cock, felt it begin to expand. He wanted to increase the sensation, to go further, something he had done before, when no one was around or in his room late at night, guiltily he had done it, made himself aroused, his cock expand thick and hard and he had made himself come, spewing the thick white stuff all over himself, only to have to clean it up with his briefs, making sure to wash them himself so his mother wouldn't see them. Now he was feeling that urge, the desire to go further and just for a moment he thought about it, wondered if Billy did it too. Then he realized where he was at, still in the open with Billy and he opened his eyes and saw Billy looking at him. He was so embarrassed he turned quickly around and rinsed off, but not before seeing Billy smile at him.

After their showers they put on clean clothes and headed to their cabin. By now it was completely dark with only a few camp ground lights on, so they had to use flashlights to make their way back. Inside their cabin it was still hot as it usually was unless it blew up a thunderstorm to cool things down. They didn't bother to turn on the light inside, the exterior security fixture casting enough light inside to see by. Paul stripped to his briefs and t-shirt as he usually did and when he went to climb up on the top bunk where he slept he saw Billy strip off his boxers.

"WWh-What are you doing?" Paul asked Billy.

"Man I hate sleeping in my clothes and since it is just the two of us and no counselors here to say anything about it I'm getting out of these clothes. I don't know why they are so hung up on making sure we cover up our bodies so, but I don't like it."

"I can tell from that tan, but don't you think you should keep your boxers on?"

Billy laughed at first, then looked at Paul smiling: "Screw that; you don't have a problem with it do you?"

", I'm ok with you sleeping...however you want" Paul replied, his voice wavering. Billy's use of the word 'screw' was so coarse, so suggestive, it embarrassed him. He climbed on the bed and lay on top with the sheet for it was still too hot. He glanced over at Billy as he climbed into the bed below him. Billy started talking almost immediately about how they should tackle the work to be done and how quickly they should be able to be finished. Paul would say yes or no to his questions until Billy finally wound down. Paul thought he was asleep and lay there thinking about him being naked, laying just below him, and he thought about the way he looked in the showers and the way he had washed his body, the way his hands had moved over his skin, the way he had tugged on his dick when he washed it, and he remembered how it stretched out, slick with soap. He realized he had his hand on his own dick, feeling it through the fabric of his briefs, feeling the soft fabric rub the head of his dick, making it swell up. He ran his fingers over the expanding shaft, felt the way it bulged up in his briefs, felt the way the head got more and more sensitive to his touch. He ran his hand under the waist band and took his dick in his hand, tugged on it, manipulated it within the confines of his briefs until he was hard. His breathing was different and he tried to calm himself, tried to tell himself to stop, but he was so horny, so riled up, he couldn't stop. He was worried that Billy may hear him, wondered if he was asleep yet, so he eased over, slowly, trying to prevent the bed from squeaking with his movements, and looked over the edge. Billy was lying on his back, his naked body stretched out, his eyes closed. Paul looked at Billy's body as he felt his own hand move down his dick, stroking it slowly. He saw how Billy's cock looked half erect laying to the side, and it made him feel a frustration he didn't understand. He lay back and breathed deeply once and began to stroke his dick, to squeeze his fingers around the fat shaft as tightly as he could and slide them up and down. Without thinking he pushed his briefs down and kicked them off, realizing if Billy got up he would be unable to conceal what he was doing. He stroked himself slowly, trying to control his body movements and not to make any noise. He moved his hand from base to head of his dick, rubbed the fat head and felt the sensation tighten his body, his muscles to tense. He stroked slowly for as long as he could stand it and soon found himself going faster and faster. His breathing was ragged, and he caught himself pumping his hips, thrusting his cock through his hand time and time again. He never felt this horny before, this exposed, knowing someone, knowing Billy was just below him, and he pumped his dick harder. He felt it, that moment when he held his breath, felt his body tense up tight, felt himself push down with his feet, stretch himself out, pump up with his hips, and cum. He shot thick white wads across his chest, hitting the underside of his chin. He felt it spatter across his chest, across his stomach and then he felt it dribble out the head and smear in his hand as he slowed his stroking, the head of his dick getting so sensitive he could barely touch it. He lay back trying to control his breathing, realizing the smell of his cum filled the air and he panicked, afraid Billy would know what he had done. He lay there still, afraid, waiting to see if Billy moved or said anything as he tried to get his breathing back to normal.

Billy had heard Paul shift on the upper bunk, knew he was going to look down to see if he was awake and for some reason he faked being asleep. He didn't know why, but he did it. He lay there quiet, listening. At first he doubted what he heard, couldn't believe it and then he knew. Paul was masturbating. He was shocked that someone so introverted, so sexually timid would be masturbating now. He listened intently, hearing the soft sounds coming from above, not knowing if he was imagining them or if they were real. Then he heard the change in Paul's breathing, the shift in the mattress, the light squeak of the bunk bed. It made his own cock get hard, to stiffen without him even touching it. But then he touched it, felt his own hand move to it, to tug on it, to stroke it as it hardened all the way, stretched out to its full length. He stroked to the rhythm of the noise above, stroked himself, wondering what Paul would do if he looked down now, saw him stroking his cock, naked and exposed. Would Paul freak out? Would he?

He heard Paul come, a stifled grunt escape his throat, a hard shift on the bed, and then there was the smell. A slight whiff is all he caught, but he recognized it having smelled it so many times before. He stroked harder, not caring if Paul heard him. Paul had done it so what could he say. He stroked harder and harder, grunting with the exertion, rocking his hips up and down, thinking about Paul stroking that fat cock, wondering how big it got, how much he shot; did he shoot a lot and did it spatter all over his body. He felt it, tensed for it, and he shot, shooting a huge thick wad up into his own face, it landing on his nose and upper lip. He felt the other shots hit him on the chest, on the stomach, and finally he was smearing cum along his shaft as he kept stroking his cock even after he was spent, savoring the feel of it, the sensitivity. He licked his upper lip, tasting his own cum, the saltiness of it, the odd flavor. It was something he had done before, secretly, in his own room, but now it felt different. He wished Paul would look now, look down and see his nakedness and the way his cum was splattered over his body and the way he was licking it off of his upper lips and eating it.

Paul quickly heard Billy, heard him doing it too. He couldn't believe it, the way he was so shamelessly noisy, the way he grunted and moaned, and the way he was moving with such abandon. Didn't he realize how noisy he was? It shocked Paul but it excited him too. His own cock stayed hard during the whole time he listened to Billy masturbating, stroking his own cock. He heard the change in the way Billy was doing it, heard the hard loud grunt and knew he was coming. Heard the shift of his bed while he came, the hard jerky movements and the squeaks of his bed and knew he was shooting out his cum, and he wanted to lean over and look, to see what he looked like and see how his hard cock looked and was his cum like his own, thick and white but turning clear and runny when it cooled. He wanted so bad to look. But he just lay there, silent.

They both laid there for a long time, breathing softly, not moving, wondering if the other had fallen asleep, wondering what the other was thinking. It would take them awhile to fall asleep but eventually they did, Billy still on top of his bed on his back, cum drying on his skin and Paul above, pulling up the sheet to cover his own nakedness as he turned on his side and looked out the screen into the dark night before finally falling asleep.

Paul woke first, the early morning sun shining through the screen into his eyes. He eased out of bed and down to the floor. Billy was lying on his back, arms lying over his head, his naked body all stretched out. Paul couldn't help himself as he stood there for a moment staring at Billy's body, at the way his cock was lying over his hip half hard, and the small dried spots of cum on his chest and stomach flaking off slowly by the movement of his breathing. When Billy shifted Paul snapped out of his staring trance, slipped on his jeans and t-shirt and headed to the bathroom. Billy woke a few minutes later and realized Paul was already up and out. He rushed to the bathroom and then to the cafeteria where Paul had coffee made and was pulling out something to eat. Neither said anything about the night before, but fell into discussing the plans for the day. Soon they were cleaning cabins and going over the grounds until they were ready to eat lunch. After lunch they hit the female's bathroom and got it cleaned and locked up. It was still early afternoon and Billy reminded Paul of him wanting to go down to the swimming area on the creek within the camp grounds. Paul looked at him and nodded his agreement.

"Come on, let's go" and Billy headed toward the creek. Paul stood watching Billy start to walk away, but when Billy realized Paul wasn't following, he stopped and turned.

"What are you waiting on, come on."

"We need to go get our swim trunks."

"Oh Paul, we're the only ones here, come on, we can just skinny dip."

"Skinny dip?! But we shouldn't..." and Billy interrupted him.

"Come on Paul...hell, we shower together, what's the difference? No one is around, come on, move it."

Paul felt it was different, felt he shouldn't, but he nodded ok and began to follow Billy. At the sand beach constructed on the bank they began to remove their clothes. T-shirts tossed on the ground, they sat to remove shoes and socks. Billy was a little faster in getting out of his jeans and was watching Paul struggle to get one foot out of his jeans. Billy looked at the tall lean body, its smooth pale skin, as Paul hopped on one foot trying to free his other foot. Billy looked the curve of Paul's ass in his briefs and the bulge of his cock as it bounced in the pouch. He wanted to touch Paul, reach out and feel his skin. He felt the urge, and didn't know what to do, this desire to touch another guy. He reacted in the only way he knew how which was like a jock in the changing room. As Paul was pulling his foot free Billy slapped him on the ass, a hard smack sounded out with a cry from Paul.

"Hey, that hurt. Why did you do that?"

"That ass looked like it needed a good smack" Billy replied, and again his coarse language gave Paul an odd feel about the situation.

"Well, what if I smack you one?" Paul replied Billy bent over, hands on his knees, as he looked over at Paul: "Go ahead; give me your best shot."

Paul came up to him and reared back but before he swung Billy jumped him, grabbed one arm and tried to smack Paul on the ass again.

"You're too slow, let me show you how it's done" he told Paul, laughing as he said it. Paul threw up his free hand to try to stop Billy.

"'t" Paul cried out, trying not to laugh himself, suddenly enjoying their rowdiness. Billy's first swing was pushed away and when he took a second swipe he grabbed a fist full of fabric in the back of Paul briefs. He jerked on it, pulling back hard and heard them rip. For a moment they both froze. Paul couldn't believe Billy ripped his briefs, tore a hole in them as he looked around at the seat of his briefs seeing a large flap of loose fabric. Billy looked at what he had done, all wide eyed as he didn't mean to actually rip them, but he also saw the pale cheek of Paul's ass. He saw the smooth hairless skin and the way it curved into the cleft.

"You ripped my briefs" Paul finally said in disbelief.

"Hey, sorry; I'll give you money for new ones."

"Don't worry about it, but these are ruined."

Billy suddenly smiled, wickedly, his mischievousness rising up: "Why yes they are" he stated as he reached out quickly and grabbed the loose fabric and pulled a big section of it free, exposing Paul's entire ass, and he took off running down the beach.

"Hey" Paul cried out as he took off after Billy. Billy was laughing so hard and running in a zigzag path Paul caught up with him quickly and grab him by the back of his boxers yanking hard on them, hearing fabric rip.

"You ripped my boxers" Billy yelled in mock surprise, laughing hard, as he turned on Paul. Paul saw what he was doing and grabbed him by the shoulders as he was turning in the loose sand and pushed him down on his back. Billy was caught off guard and when he landed on his back, Paul quickly sat on his chest, pinning his arms down above his head. Billy knew he could over power Paul but he didn't. He lay there, breathing hard, looking at Paul who was leaning over him, smiling, enjoying this moment of getting the best of him. He was sitting high on Billy's chest and as he looked down and saw Billy's expression change, get a serious look on his face, he relaxed and sat his full weight down feeling Billy's breathing underneath him, feeling the warmth of his body, suddenly feeling the warmth of the hot summer sun on his nearly naked body and he felt his cock stir, felt the heat of the moment make it flex, begin to harden.

Billy lay there, looking up at Paul, seeing his expression change, seeing that look, a look both scared and wanting. Billy knew Paul didn't know how to go further, not with him, but Billy knew he would.

"Paul" he asked quietly, his voice barely audible.

"Yeah" Paul quietly replied.

"Let go of my arms" Billy asked.

Paul sat up letting go of his arms. Billy placed one hand on Paul's thigh letting it rest on the smooth nearly hairless skin; feel its warmth and its softness. His other hand he slowly moved around Paul's waist and ran it over the open seat of his briefs, running it over the soft smooth cheeks. Paul sat frozen, not moving, unable to stop Billy; not wanting to stop him. Billy ran the hand on Paul's thigh up over the curve of Paul's hip and upward over his lean torso, over his stomach and his chest, running his hand on the smooth skin, slick with sweat. He moved in a few circular motions and then he brought his hand down the center of Paul's chest, over his stomach and over his crotch. Billy felt the thick cock, confined in the briefs stir as he manipulated it with his fingers, felt the flared head through the soft cotton, as he ran his fingers along the shaft it expanded. Billy brought both hands to Paul's crotch and inserted his fingers into the fly and yanked it open, ripping the fabric, opening it up, letting Paul's cock and balls free. Billy took the shaft and stroked it slowly feeling its girth, feeling it get harder and harder; feeling the smooth wrinkled skin stretch tight over its expanding length. Paul took a deep breath and held it a moment, the sensation of someone holding his cock, stroking it, was intense, and it being another guy made it feel taboo, feel forbidden, but he wanted it, felt it wasn't really wrong as he shift his hips, letting Billy know he liked the feelings he was having, that he liked Billy touching him this way.

Billy looked at Paul's cock, looked at the head so close to him he could see the slit open up, the head flare more, its red skin tone setting it apart from the pale flesh of the shaft and the rest of Paul. Billy put his hands on Paul's ass and pulled him forward, brining his cock closer and closer.

Paul felt his hands guide him forward, watched as his cock moved toward Billy's face, moved toward his mouth, and he saw Billy stick out his tongue and lick the head of his cock and he gasped at the sensation of the wet hot tongue touching him there. He moved further up Billy's chest, watching his cock rub over Billy's lips, feeling their softness; then he saw those lips part, open up, and let his cock head slid into the hot wet slickness. Paul couldn't stop himself as he pushed forward; watching more and more of his cock disappear in Billy's mouth.

Billy had never done this before, never felt another guy's cock, but he knew he had thought about it; wondered what it would be like to touch someone's cock, feel the way it hardened up. He wondered what it was like as he guided Paul forward over his chest and touched his tongue to the head, raked it over the smooth firm head. He thought about the times he got girls to suck his cock wondering what it was like to let a cock move through your mouth, fill its void with the hard shaft, feel the head push back to your throat, and now he was doing it, taking Paul's cock, taking it as far as he could, feeling the fat head and thick shaft fill his mouth, forcing him to breathe through his nose. Paul was beginning to move his hips, that uncontrollable movement, pumping his cock slowly through Billy's mouth, feeling it slid over his tongue, scrap along his teeth and push up against the roof of his mouth. Billy took it, took Paul's pumping cock, held his lips tight to the shaft as it moved through them, back and forth, over and over and over. He ran his hands up Paul's torso, feeling the shifting of his body, the movement of it as it pumped cock through his mouth. He felt the smooth skin, slick and hot and he felt the soft circles of his nipples and their erect hard nubs in their centers. He pinched them between his thumbs and forefingers, pinched down hard, and Paul shoved his cock hard into his mouth as he cried out. Paul grabbed Billy's head and held it in place as he moved his hips faster and faster, pushing and pulling his cock through Billy's lips. Billy held onto Paul's nipple and squeezed them again, and again Paul shoved hard into his mouth. Paul rose up on his knees a little more, shifted over Billy's head, changed the angle of his cock and began to work up his rhythm of movement, the swing of hips working his cock in Billy's mouth; sometimes pushing back too far and gagging Billy, making him drool out the sides of his mouth. Billy felt Paul slow, looked at his face and saw the fatigue, saw the sweat pouring from his hair, his skin glistening in the hot sunlight. Billy wrapped his arms around Paul's waist and eased him over on to his back as he shifted between his legs. He took Paul in his mouth again, felt it slid through his lips and over his tongue as it filled his mouth. He sucked it, working his mouth up and down its length over and over, as he ran one hand over Paul's stomach and chest, feeling the hot soft skin, slick with sweat, and the other hand, he moved down below, into that place forbidden, felt his fingers rub the skin along the little ridge running from his balls down to that smooth opening, rubbed his finger over it, felt its tightness, felt Paul react to his touch, felt that slight push against his finger.

Billy pulled off of Paul's cock and ran his tongue down the hard shaft, slick with his spit, down over the loose sac and the orbs within, feeling them shift and move as his tongue slid over them. Billy pushed Paul's legs apart and hands under this thighs pushed them up, spreading him open, making visible what was hidden, and he ran his tongue over it, all the way back up to his balls, and he was amazed how even sweaty and dirty from their hard labors he tasted good, he smelled good, his masculine scent being soft, boyish, and Billy pushed his face to Paul, worked his tongue over the flesh, over the opening and he probed it, pushed against it. Paul was moaning louder, his hips rocking, his hands buried in the warm sand balled into tight fist as Billy speared his opening, felt it loosen slightly, allowing his tongue to probe into it. He pushed his drool into it, slicked it up, washed it with his tongue, then he pulled back and rubbed the slick opening with one finger, felt the tightness resists him, but he pushed against it and penetrated, pushing his finger into the soft hot channel inside Paul, felt the tight ring grip his finger. He worked it back and forth and he felt Paul's hands run through his hair, roughly tugging on it, and Billy pushed a second finger through the tight opening, stretched it open further, felt it tight around this two fingers as they worked into Paul. Billy moved up and took the hard thick cock into his mouth again, slid his mouth down its shaft as far as he could as he shoved three fingers through the tight ring of Paul's opening. Paul cried out as he pushed his hips down, a sharp bark that echoed across the water and through the trees.


Billy couldn't believe what Paul said, but it spurred him on, finger fucking his opening as he sucked Paul's cock, building up his lust, his desire. Billy was going to fuck that lean round ass, he was going to put his cock into another guy; he was going to fuck Paul. Billy got up on his knees and ripped open his boxers at the front, letting his hard cock spring free. The torn boxers hung around his waist, tatters of fabric that tickled his skin as he moved back on Paul, rolled up over him, pushing his legs back, folding him in half, spreading him open, holding his cock in alignment as he pushed against Paul, pushed against his natural resistance, felt the tightness as he pushed harder until Paul relaxed, until he opened up to Billy, let Billy penetrate him, push into him, slowly, feeling Billy's hard cock slid through the tight ring of his ass, stretch it open. Billy eased in, feeling the tight ring grip his cock, felt the grip slid along his cock as it moved through, pushing into Paul's depths, into the hot soft channel of his insides. When Billy felt his hips touch Paul, felt his cock buried all the way into him he eased down onto of Paul, letting him feel his weight, as he leaned down, face to face, and for the first time for both of them, pressed lips to lips, man to man. Billy kissed Paul passionately, roughly, tongue shoved into his mouth, lips pressed to lips, then he moved his lips over Paul's face, over his cheeks, his eyes, around to his ear, running his tongue around it, along its folds and curves as Paul's arms wrapped around his body, hands roaming over him, rubbing the sand through the sweat. Billy leaned up on his arm, keeping Paul's legs on his shoulders, as he began to move his hips, swing them back and forth, primitive, untamed...savage. He thrust his cock back and forth through the tight ring of Paul's opening, over and over, faster and faster, he pumped his hips, drove his cock into Paul. Grunts, moans and cries of fuck reverberated through the trees. Billy's pace increased, driven by his desire, as he hammered his cock into Paul, thrusting it deeply into him, over and over and over. Then Billy felt it, the tightening of his body, the last swell of his cock, as he pushed his feet into the hot soft sand in desperate need for purchase, to maintain leverage as he fucked. As he shoved his cock into Paul and came, shooting his cum into his depth, Paul held on to him, his body undulating underneath him, taking him, taking his seed.

Paul never felt anything like it, the way Billy stretched him open, the way he penetrated him and how it felt so good, the sensations that jolted his system, took his breath away. His cock was so hard it ached. He had never wanted to cum so bad.

Billy pulled slowly out, felt his cock spring free, as it lost it hardness, his desire sated for now, but he saw Paul's cock, hard, wet and he wanted it. As he shifted down he saw Paul grab his cock and stroke it, hard, his fist white knuckled in its grip and Billy moved to capture the head in his mouth, knowing Paul was close; closer than he realized. As he moved to take Paul's cock it swelled up, the head flared out and he shot, a big thick wad that hit Billy in the face under his right eye and roped across his nose and down over his lips. Billy moved quickly and caught the head of Paul's cock in his mouth just in time to capture the second, the third and the fourth wads of cum that fired out of Paul's cock, that shot over his tongue and into the back of his mouth. Billy tasted Paul, tasted his salty bitterness, the strange flavor he found intoxicating and he sucked on Paul's cock, took the shaft from Paul and squeezed his fingers up along its thick length, licking off the cum that bubbled up out of the head.

Billy lay there next to Paul, his head up close to Paul's cock, watching it flex in the hot humid air, still wet with his spit where he had cleaned it off. He watched how it stayed hard. He looked at its form, the smooth cylindrical shape, the way it bobbed back and forth, the way the red head flared out and looked menacing on top of the pale skinned shaft. Billy ran a hand over his own ass, feeling the torn fabric of his boxers, feeling his cheeks exposed and brushing off the sand stuck to them, felt his fingers move over the skin, run down along the cleft between them and he touched himself there, wondering, considering it, afraid, scared Paul would be too much, but wanting it, wanting it so bad he was afraid. He got up and moved over Paul, sat on his stomach; felt the movement of his breathing as Paul looked up at him, questioningly, not daring to imagine Billy would do it. The jock, so masculine, was sitting on him, his weight making breathing difficult, but it felt good, and it felt even better when he felt Billy's fingers wrap around his cock, still hard even after cumming so hard just moments before. He felt Billy rub his cock on his body, felt Billy move his hips back and forth rubbing over the head and then he felt him push down.

Billy was scared, afraid he couldn't do it when he wanted it so bad, afraid it would really hurt, tear him open, to take Paul's cock, but he wanted it, wanted it bad, as he eased his weight down, felt the fat head push against his opening, probe its resistance. Then he suddenly relaxed, forgot his fear, let it be overwhelmed by his desires, and he felt the breach. He felt the stretch, the opening up, as Paul's cock penetrated him, ease into the tight ring of his opening. Billy held still letting the pain spread through him, felt it lessen, grow weaker as his lust grew stronger, the pleasure smothered his pain, and he eased down further. Paul's cock stretched him with each move down, painfully so if he moved too quick. He found the pace that allowed his pleasure to work with the pain, and he eased down slowly until he finally had all of it. He felt stuffed, felt the cock fill his insides and he shifted his hips, felt it stretch his opening, then finally felt his opening relax its tight grip, and he began to move, slowly up and then back down, slowly, oh so painfully slow, he moved up and down Paul's cock, felt it slid through his tight opening. Soon he was moving faster, rocking up and down, the pleasure pounding his senses, as he hips moved over Paul's cock. His own cock flopped up and down, smacking Paul's stomach and Billy took it in hand and stroked it, worked it up hard, as he fucked his ass on Paul's cock. He built up his pace, furiously working his body on top of Paul, as he stroked his own, working his hand over the slick shaft as his pre-cum leaked from the head. He was grunting with every drop of his body down on Paul, with every deep penetration, with every spearing drive of Paul's cock into his hole. He couldn't believe he was ready to cum again, as he worked his cock, and he felt his tight hole tighten up, felt the spasms around Paul's cock as he came, shooting his load out onto Paul's stomach, his thick white cum spattering on Paul's skin.

Paul felt it, like nothing he'd ever felt before, the way Billy's ass was milking his cock, the way his tight opening was working his shaft as Billy's ass moved up and down, hard forceful movements, the tickling sensation over his skin of the tattered boxers hanging from Billy's waist and he felt the spatter of cum on his stomach, the warm thick cum as it pooled on his skin and he shoved upward, spearing his cock deep into Billy, pushing his whole body upward, as he shot off again, pumping out his cum, pushing it deep into Billy, working it through his hole.

When he was finally spent he looked up at Billy who was sitting over him, breathing hard, sweat pouring out of his hair and down his body. Billy smiled at him, his eyes soft and open.

"That was great" Billy said, his voice low, soft, almost hoarse.

"I know" Paul replied.



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