It was Friday, and my friend who's two years younger than I am, and my younger cousin decided to hang out. We did what most kids did when we had nothing to do on a super sunny day. We went to the dollar store and bought a ton of junkfood then went back to the house (when I used to live with my uncle) and ran to our room. This room was big enough for two twin beds on opposite sides, and enough space to walk in the middle, where we had the computer. We spent the whole day watching horror movies with all light blocked out with our heavy blankets. It was really cold in there; we were all in shorts because it was summertime so we huddled together into a lump. Then when we least expected it, it was dark and our friend was supposed to go home about an hour ago, so we urged him to sleep over for the weekend, since he was there already. He called his dad and sure enough he was able to sleep over! I was excited because I knew he *********** at night, and I was really attracted to him! Since he's blond, as tall as I am say five ten? And had a slim muscular build. By now it was time for bed, and my uncle checked in with us to say goodnight. I made a little futon out of blankets and comforters, in the middle space between our beds. We didn't even try to sleep, we stayed up and made a lot of sexual jokes between the three of us. Now Tommy (out friend) took off his shirt, and I stared at his muscle-toned body in the low light of the moon shining through our window. That's when my cousin started talking about the horror movies, I got freaked out and Tommy noticed so he pulled me down with him! I felt the warmth of his bare chest against my thin loose shirt. A few minutes later my younger cousin fell asleep while Tommy and I chatted a bit. So I said "wanna play the nervous game?" he said sure, so he went first. He touched the top of my head and asked me, jokingly I said "oh yeah I'm super nervous!!!" so then it was my turn... I started at his chest, and gradually went down slowly, "are you nervous?" I asked, his heartbeat started racing "no" so I went down to his shorts when he told me to wait and close my eyes. he got up I heard rustling when he came back. Then told me to resume, as I went down and I felt his bulge through his boxers. At this point he was rock hard, as I was too. I asked him if he was nervous, and he shook his head. So I put my hand through his boxers slowly and touched his ****, it was roughly seven inches. He said no again, so I bent down and licked his naval and asked him again. He replied no again, and I pulled off his boxers and put the tip in my mouth. He didn't say anything but put his palm on the back of my head. I started to suck him, and almost gagged a bit but I kept going, for a long time when he asked if I wanted to 69. I shakily said yes and pulled off my shorts and boxers as we positioned ourselves. As he started to suck me, it felt awkward, because he did it with such finess it couldn't have been the first time he's done that. Maybe he did it with his brother, my other best friend. Anyway, we sucked each other off for about half an hour when Tommy started to thrust even more as he pulled out and came on my face. I licked it all and then he jerked me off until I came all over his chest. After that we passed out but luckily we were clothed before we passed out. We did that two or three more times until i had to move. But now that I'm moving back to my hometown near where I used to live, he can sleep over in my house!!!