Through the dark I could see him kinda look at me funny, and then proceeded to pull his cock out from his underwear, and my pj's. I still kinda sat there wondering what the hell to do, when I decided to get him to try and teach me. I made him sit in my lap as I had done with so many guys before him. He was kinda weirded out by it I think, cause when I told him to take my hand and teach me, he took my hand and put it on his cock, and let me play. After a few minutes he laid back down and just watched me play with his penis. All along his penis kept twitching, but it didn't seem to effect him. After a little while he moved his hand down to free his balls, which all along with his growing excitement grew closer to his tummy. As soon as he had taken them out, I whispered to him that I had always been repulsed by balls, so he then gently put them away. I decided that they couldn't be that bad, and took them back out, I never actually touched them with my hands, but just gently tugged on the skin from under his cock to his balls. That area of skin along with his penis were very soft in texture. I had learned through this experience why he had disliked his balls, as they were really large. He must have been more excited now because the first time I grabbed his cock with a solid grip, and squeezed all the way up, he said ow. But now when I did the same thing, moans would escape from his throat. I am supposing that he wasn’t totally hard the first time I squeezed because he defiantly let me know he was in pain. But when I did it the next few times he really just let the moans escape. I had attempted to ask him if it was his penis flinching or his tummy, but the only half response I got was "my pe-" and a huge moan escaped. It didn’t get much better for him when I asked "Brandon where is your tickle spot?" I can't really recall if he physically showed me, or I wandered around till I found it. BUT when I did, I had a fucking heyday with it. He reacted so intensely to the touch, and he pre-came amazingly well. At one point when I whispered "oh you pre came babe" all he could whisper back was "sorry". His pernellium was the coolest feeling spot ever, it was very squishy that I squished it over, and over till I decided to lick my fingers and squish it some more. I am quite sure that Brandon didn't mind, because the only thing coming from his mouth was the soft moans, and sexy little groans. Since during the whole time I had wanted to put it in my mouth, I had to warn him that it was physically impossible for me to do so. He replied that it was ok, and "we would only do what I was comfortable doing". Even though I probably could have managed I didn't want to.

I was soon time for me to leave my so called new found safe area, and move onto the next huge, impossible, step: SEX.... aha ok it wasn't all that bad, he was gentle. So I kinda stopped what I was doing to look at him, and looked him in the eyes. I asked him if he really wanted to do this, and if he could handle it. I don't recall him giving a straight answer, but his body language showed reluctance, after whatever reply he had given, I had said "well we can't do it on this bed, it's wayy too loud." So he suggested the floor. I replied somewhat enthusiastically "Alright, lets do this..." trying to sound like I wasn’t scared out of my mind. Brandon didn't move at first. So I said "come on" a second time, and he threw a pillow to the ground, and sat up to move. He was quickly massaging under his head, and then got up only to lay back down on the floor again. I grabbed a blanket and placed it under his body so he wouldn't get rug burn from the horrible carpet in the hotel room, and grabbed my blankey to put under my knees so I didn't get rug burn on my knees. I took off my pants, and sighed to myself, thinking to myself that I was totally crazy. I kneeled overtop of him, so that the tip of his cock was just touching my pussy lips. I said to him.. "I wouldn't guess that you have protection on you?", he laughed and said no, "I wasn't expecting this to happen". I shrugged, and said "well I'm not waiting another 5 years for this", and he said "nah., me either". I leaned forward and asked him yet again if he really wanted to go through with this, and he calmly said again "we'll do only what you are comfortable with doing with me." This set off an evil streak in my mind... as I thought to myself... well now that you are down under me... and I'm on top.. isn't it really what I want, and not you...

I firmly grabbed his penis, and told him to hold it, and tell me if it hurts. I tried to lower myself down onto him, but my cunt wasn't having it, he whispered "ow", and I asked if it hurt, he replied "a little bit". So I sat farther up, and took his cock out of his hand, and ran his head back between my lips... I was wet as hell, and figured he could use the extra lube. The second attempt was much better, and he sort of slid right in. I had to sit up straight before I started thrusting. It had been that split second pain, and that was it, I got over the feeling of having to pee really quickly. At first it was just me thrusting, and then he joined in. He tried for a much deeper penetration that was kinda painful, but made me feel like I had to pee again. Brandon was able to pull of women on top like he was born to do it. But doggy style was the most amazing. He acted like a porn star, running his cock from my cunt to my asshole, lubing me up all the way back and forth. I froze, thinking he was going to stick it in my ass. I said to him " Brandon don't you dare stick it in there" , he laughed, and replied "don't worry I wont". I attempted to play with his asshole while he was behind me, I reached back, and his balls must have been tight to his body cause I didn’t feel them. Just as I was about to make it to where I wanted to be, he stopped immediately. I didn’t think he was permanently stopping, so I asked him to get on his back again, and he only much agreed. I sat up on him, and tried reverse cowgirl, then turned around and had him put his legs up behind me. I got bored pretty quickly, and he took action.... "Lyndsay, get on your back..." I laughed, and said.. "woah someone is taking control, uh oh". Brandon tried to penetrate me while I was laying on my back, but he wasn't getting anywhere, my body would not let him enter me that way. He grabbed the pillow from under my head, and lifted my back and butt off the floor, and put it under there, he then proceeded to stick his cock back in, and continue. Although I think this is the most plain position, it was the one he finally came in.

The whole sex act never lasted more than 15 minutes, and I don't hold it against him, because is has been 5 years since he had sex, with the loosest pussy of life. But I'll never forget Brandon's last words.... "Lyndsay I'm going to come, where do you want it? Before I could even answer he said in the sexiest voice.. "I came...." It was an awkward moment as he pulled out, and sat up on his knees beside me on the floor. I grabbed his cock, and ran my hand all the way down it, just to make sure I got all the come out. I then cupped his face, and kissed the side of his lips... it was only ironic because half way through the sex, I made a comment to the extent "haha yeah I'm amazing, I'm having sex with you, and haven’t kissed you once"

Brandon put the pj pants back on, and was going to climb into bed, and fall asleep... I told him "he wasn't going anywhere just yet, and I wanted to shower... with him".. he was hesitant, but followed me into the bathroom. He asked why he had to shower, and I said, because ''you just had unprotected sex, and I know how wet I get...", after I realized I didn’t want to wreck my up-do, the cold floor, and waking everyone up... I grabbed a cloth, and ran it under warm water, and soaped it up for him, and looked in the mirror to see the most hurtful look on Brandon’s face.. one of such regret, I decided that even more so now I didn’t want to shower with him. Brandon took the cloth from me, and pulled his pants away from his body... rubbed himself down, and then looked at his cock, and looked at me almost puzzled... he showed me the top... and he was still hard. I wonder now how far I could have taken this, should I have showered with him, should I have tried to get him off a second time. Should we of had sex a second time, to let him have a good long round of sex for the first time maybe ever. Either way, I had to go pee, and Brandon went back to bed... I went back after, and was blinded by the light, and walked into the door, waking Sarah...

I crawled back into bed with Brandon, and put my head on his tummy... we didn't move forever, till he whispered, "Lynds hun, I can't sleep like this", the next thing I remember was waking up in the morning, climbing over him, and grabbing a bottle of water. Brandon got up after me, and grabbed one too... he was walking across the room, and was embarrassingly trying to cover up his morning hard on, he said to me "don’t look at me...", and I was like "oh goodness I’m not Brand". He got back into bed, and looked over at me, he said "my dick hurts really badly", and I responded "god gave you hands, so use them". Brandon slid under the blankets, and said "later I will". Again I question what I was thinking... I might of had the perfect opportunity to have sex with him again, or at the very least play with his cock some more in the daylight, which I was later to find out is one of his quirks with me.

Brandon is free today;
Accepted, beautiful, and gay.
~

Although Brandon and I are no longer friends today is one that marked many memories, I still love my gay best friend no matter what happens.