To begin with, a little background. I often was left at my much older sisters house to baby sit some of my younger neice and nephews. One of which was near my age, just a little younger.

This particular night, everything went as usual. I got my younger nephew and niece to bed and I told my other nephew I too was going to retire. I shared his bed with him due to a lack of other places to sleep. I fell asleep around 10:00 PM. I guess a couple of hours passed and I felt him crawl into bed. I quickly fell back asleep. I awoke, slowly, to this wonderful feeling. Someone was gently caressing and fondling my genitals. It was totally dark and I remained motionless, it felt really good and I did not want it to stop. I feigned sleep and the fondling continued. I had this massive hardon. I was laying on my side and he was laying on his side in a spooning position behind me. I could feel his hard dick sliding between my butt cheeks, not penetrating me, just sliding up and down my crack very slowly. He appeared to be trying very hard not to wake me. I just lay there motionless faking sleep. After awhile, I guess he wanted to get a better feel of me, I very slowly, grabbed my shoulder and rolled me over on my back. I, of course, while faking sleep, did not resist at all. I the felt him go under the covers. He again started to fondle me. To my surprise, a light came on under the covers. Apparently he had brought a flashlight with him. From what I could tell, he was playing with me and using a flashlight to watch my rock hard dick. It was becoming very difficult to fake sleep. I knew if I spoke it would scare the shit out of him. What he did not know was, I really liked what was happening. I had seen him naked many times before. I have always had a fetish for testicles. I like the way they hang. I like the way they feel. When I play with myself, I love to fondle my balls alot. I loved the way his hung and often fantisized fondling and placing them in my mouth. I lay there and thought about it for awhile. I finally decided to make my move. I could estimate from the way the covers were, he was laying with his legs by my head. I was able to estimate where his dick and balls were. From earlier, I knew he was naked. I slowly slid my hand up close to where I thought his dick. I gently reached and luckily placed my hand on his balls. He started, quit fondling and froze. I started gently playing with his balls and dick. He remained frozed for a few seconds. Then he spoke,'are you awake?' I said,' shut up and back to it.' He laughed and asked if I was mad. I did not answer, I had a mouthfull of balls. He started going down on me too. I told him, 'I have no idea what I am doing, but I like learning.' When I came, it was huge. He followed shortly thereafter. We really looked forward to our overnights after that. Went on for several years. We learned it all together.



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