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-Work sucks. (Justin messaged me this week after we returned from the trip. The semester was winding down and with projects, papers and exams all coming due, I didn't have much free time and the time I did have didn't mesh with Justin's schedules for class and work.)

-So does school.

-Haven't seen you in weeks.

-I know. It bites.

-It does. Not much longer before classes are over.

-Yep, two weeks. But I only have a week before summer classes start. I'm going to take a few.

-Had a great time on the trip.

-I did too.

-I was thinking about taking time off work. Want to go somewhere? Just us?

-Really?

-Yeah :) Besides I have a surprise for you.

-What is it?

-It wouldn't be a surprise if I told you :p

Over the next few weeks we texted back and forth because we never saw each other. I continually tried to guess what he had planned for me but he never gave me a clue.

We decided to take a trip out to the beach. Mark was hurt that we hadn't invited him but he understood when I explained he needed to spend time with Julie. They were getting serious and he had talked a few times about proposing.

The day of our departure, we had arranged for Justin to pick me up after my last exam. I had packed everything and he would stop by the house to grab my luggage before getting me. I had a hard time remaining focused on my test as my mind kept wandering to him. When I finally finished, I left the classroom and immediately texted him.

He must have been on his way because I soon saw him pull into the parking lot and walked to meet the car. As I got in I asked him what my surprise was.

"You'll find out. Just enjoy the ride, Mac."

I settled in for the trip but couldn't help scowling at him. Justin knew I hated surprises and I could tell he was reveling in prolonging my agony.

Along the trip, he'd occasionally reach down and adjust himself. He was wearing board shorts but even through the thick fabric I could see the tip of his cock tenting a leg of the shorts. At one point his hand lingered and I saw him shifting and squeezing his erection. I reached over with the idea of giving him head as we drove but he stopped me.

"Bro, as much as I want to take care of it now, it'll be better if we save this for later." He gave me a seductive, horny smirk as he grabbed the hard stalk of flesh for my benefit. "Believe me, you won't regret it."

After checking in at the hotel, he opened the door just wide enough to place our bags on the floor before we turned around to grab something to eat. We settled on a little burger joint. During the meal I couldn't keep my eyes off him as he sat across from me. Justin was developing into a handsome man. His face was taking on a more squared appearance. Though he shaved daily, he now could be seen with a classic five-o-clock shadow by the end of the day; the dark stubble on his cheeks made his hazel eyes more prominent. At one point during the meal I saw him reach into his pants and adjust himself. With a wicked smile, he lifted his shirt exposing the top half of his cock pointing up out of his shorts. "Much more comfortable this way," he explained. When he lowered his shirt, it was easy to see the head of his dick outlined against the thin fabric. By the end of the meal I was all but begging him to fuck me.

"We have all week for that, Mac." He gave me a wink as we stood from the table. "And believe me, bro, we will be doing plenty of that." To further tease me, he stretched his arms above his head causing his shirt to ride up exposing his tight abs and a few inches of his shaft rising above his waistband. It was a fairly busy restaurant and I was simultaneously terrified and turned on that anyone looking at him at that moment would see his boner. He simply chuckled at my reaction then placed an arm around my shoulders and led me outside.

We walked around the little beach town for a few hours before we returned to the room. Every chance he got, he would lift his shirt to scratch his abs, exposing his leaking erection whether there were people around or not. A few times when we were window shopping or looking out at the water, he moved behind me and humped his cock against me. By the time we exited the elevator to our floor, his shirt was clearly stained with his leaking fluid and I was practically vibrating with arousal. I couldn't understand how he could walk around all evening with his erection yet be so calm.

I entered the room and picked up our bags to move them further inside. Finally seeing our accommodations, my breath caught in my throat. He had booked us into a decent sized suite with a king bed. Further exploring, I saw a whirlpool tub in the bathroom and a balcony overlooking the water.

As I stood at the balcony rail taking in the view, Justin came up behind me. He wrapped his arms around me and I felt his erection press insistently against my ass. His hands made their way under my shirt, his fingers moving lightly along my skin until they found my nipples. I relaxed against him, enjoying his touch. Eventually, his right hand made its way back down my torso to my waistband. Sliding underneath, I felt his fingers inch toward my crotch. Teasing the sensitive skin, he cupped my balls in his hand for a moment before sliding back slowly up from between my thighs. He continued to move them up, tracing them along my dick. I felt him wrap his hand around my erection and give it a few strokes. Unable to make more than short movements under the fabric, he withdrew his hand and turned me around. Leaning down, he kissed me lightly before taking my hand and leading me inside. He pushed me back onto the bed and laid himself on top of me. One hand stroked through my hair as he stared at me intently for a moment. Eventually he leaned down and took me in another kiss, this time possessive and demanding. Like everything else between us, his tongue took charge of my mouth.

Though this was now a second kiss, it still took me a moment to realize what he was doing and respond to it. I moaned into him in willing surrender and eventually kissed him with all the pent up desire I hadn't realized I had been harboring. After almost a year of whatever was happening between us, this was the first time we were kissing. Not only that, it dawned on me that minutes ago he had stroked my dick for the first time. My mind reeled with this turn of events.

As we continued to kiss, he began removing my clothes. Whenever I tried to assist, he pressed me down and told me to be still.

When I was finally naked on the bed, he undressed himself then straddled my legs and sat looking down at me.

"You're awesome, you know that, right?"

Unsure of what was happening, I sat there. It seemed this was taking a turn I hadn't expected. I was further shocked when he used my given name, something he had never done before.

"Mackenzie," he said as he ran his hands over my exposed chest. "You've been so good to me. I don't know what's going on with us and I don't really don't want to think about it too much. I know my world is not the same when you're not around. I really missed not seeing you over the past month and that bothers me. And the fact that I'm about to do this only because I know it'd make you happy bothers me. Not in a bad way," he quickly explained. "But because before you I had never considered doing this."

He then slid down my body and awkwardly put my dick in his mouth. I moaned openly at the sight of Justin giving me a blow job. That the hottest guy I have ever known was now lying on a bed sucking what I knew to be his first dick - my dick - was more than I could ever have imagined. As he did his best to pleasure me, he ran one hand over my torso, playing with my sensitive nipples. From all the fucking we had done, he had quickly learned that I loved having my nipples played with. He placed the fingers of his other hand against my lips. I gave in to temptation and began to fellate them as I knew this was one of the things he enjoyed.

With all the stimulation it didn't take long for me to approach orgasm. Sensing my impending release, Justin pulled off and kneeled between my spread legs. Wrapping one hand around his own cock, he stroked up and down its length. For the first time in months I actually looked at it. Like him, it was long and thin, over a foot of lean cock. Circumcised, it had a slight upward curve and as he sat back the arrow shaped head pointed toward his abdomen. Normally his cock was a healthy shade of pink. However after being erect for who knows how long, it was an angry shade of red, dark enough that the circumcision scar was virtually invisible.

I reached out intending to grab it so I could return the favor but was unceremoniously pushed back down. He crawled up my body and again straddled my waist. Leaning forward, he reached under the pillow next to my head and pulled out a tube of lube. He then reached behind himself and began wiggling, screwing up his face in discomfort. With a sigh he relaxed and I heard something hit the floor next to the bed as he began lubing my dick. Before I could comprehend what was happening, he slowly impaled himself on my erection. As he slid down on my modest six inches, my eyes went wide.

"Damn, this feels good," he said breathlessly once I was fully sheathed inside him. "Now I understand what the fuss is about." With no encouragement and little assistance from me, he fucked himself on my dick. As controlling as he was when ramming into me, he was doubly so as he rode me.

Too soon I began to feel the buildup in my balls. I warned him of my impending climax and tried to pull out. He only increased his speed urging me toward completion. With a cry of ecstasy I began to unload within him. As the first shot flooded his insides he moaned and gave himself a few strokes then began to orgasm as well.

He remained seated on me for a few moments, neither of us wanting or able to move. After catching his breath, he leaned down to kiss me again before suggesting we shower.

Under the water I told him to stand motionless as I took up the task of washing him. For all that he did over the past few hours a simple thank you would not suffice. I ran my lathered hands over his body, tracing each line of muscle, worshipping every inch of him. Though he protested, I took special care to clean out his no longer virgin hole. Having been in the same situation, I wanted to treat him with the respect he deserved.

As we climbed back into bed, I saw a butt plug on the floor. He told me that for the past week, he had been using it to prepare himself for tonight; that he had been walking around all day with it inserted and that it was the cause of his constant erection. Full of emotion, I leaned in to kiss him and he met me. Our kiss was tender and lasted longer than it probably should have. When we separated, he pulled back with a smile before spooning me in his arms as we fell asleep.

I woke up the next morning to hear his light breathing behind me. In the night he had thrown off the cover sheet and was lying naked on the bed. As I admired his body, my eyes became fixed on his morning erection. I leaned down and took him into my mouth. It was only a minute before he woke and placed a hand on my head, taking control. My work was not long as he quickly shot a load into my mouth.

"Now that's the way to wake up on vacation," he said with a smile.

After showering, we each threw on a pair of board shorts and t-shirts. Unsurprisingly Justin wore his shorts so low on his hips the root of his cock was visible when topless. After going to the hotel restaurant to grab a quick breakfast we headed out to the beach. We staked out a good spot and spent the day sunbathing and swimming. Seeming to be two single guys having fun, we were constantly assaulted by women.

As we played on the beach, Justin would take any opportunity he could to expose himself. Shirtless while walking to and from the water, he would not care about how much of his cock was visible as his shorts rode low on his hips. Often as he left the water, his shorts had dropped enough that a good portion of his nuts were visible as well. On the sand, he would pull up his pants but sit or lay with a leg positioned to allow his cock to be seen through a leg hole. This provided some fun moments for me.

Whenever we were approached by girls, Justin would invite them to sit with us and position himself for full effect. Knowing he always pointed his cock down his left leg, I sat on his right. We would talk and flirt with them for a while before a look of shock crossed their faces. Looking over, I would see the head and some of his hard shaft sticking out the leg hole against his thigh. He would never acknowledge it, continuing to talk as if nothing was out of the ordinary. Most of the time the girls would quickly excuse themselves, however the more forward ones would invite us back to their rooms. I felt special each time Justin politely turned them down, saying he needed to spend time with me.

This changed one afternoon. We had visited the same burger place each day for lunch and the same girl, Lauren, was always our server. We flirted shamelessly with her and, whether it was for tips or because she liked us, she flirted back mostly paying attention to Justin. A petite brunette, she had a nice, plump, firm ass that I couldn't get out of my head. Justin was fixated on her tits.

"Bro," he said to me as she walked away from the table. "My dick is aching to get between her tits."

When I commented that because of her tiny size his dick would drill a hole through the bottom of her jaw, he laughed heartily.

"What are you guys laughing about?" Lauren asked as she dropped off the change from our checks.

"Well," Justin began. He had a devious glint in his eyes that I knew meant trouble. "Mac here thinks you won't be able to handle all of me."

She looked between us confused. "What do you mean?"

"My dick. He said when I get it between your tits I'm going to hammer a hole in your jaw."

I was shocked and embarrassed hearing him say that to her but was mortified when he continued.

"Mac's going to have a field day with you. He's got a decent piece that'll fill you good without being too much and some great moves. It'll be the best ride you've ever had." He finished by giving me a wink.

The look of shock and surprise on her face made me want to apologize. As I opened my mouth, Justin spoke again.

"Don't look surprised," he said to her. "Every time we've been here, I've shown you my dick and you haven't been able to take your eyes off it." He reached down and I could tell he was pulling up the leg of his shorts. "What time are you off?"

"Um, seven," she said hesitantly.

"Great. We'll meet you in our room after that." He wrote the hotel information on the receipt.

She nodded her assent as we stood to leave. Her eyes returned to his crotch and my eyes followed.

Because he had pulled up the leg of his shorts, the pointed head of his cock and a few inches of shaft were visible sticking out the bottom of it. Attempting to rise to horizontal, it looked uncomfortable trapped under the weight and tightness of the fabric.

We heard a gasp and turned to see a woman and her friends seated across from us staring at it.

Without much concern, Justin tugged on the leg of his shorts and covered himself. Even under the heavy fabric, the length of his erection was still painfully obvious pressed along the material, the head tenting it just above his knee.

"Sorry," he said with a shrug. "Hard to side something this big." He made a show of ineffectually trying to hide it which made his length that much more impressive. With a smile on his face, he turned away and we walked out of the restaurant.

After walking around for a bit, we decided to go to an arcade. As we played, I was aware of Justin uncomfortably adjusting, grabbing and stroking his persistent erection. Eventually we decided on a sci-fi first-person shooter. It was a sit down game that had half curtains to block out the outside light but left our feet exposed. He put in enough money for us to play at least three rounds. When I asked why, he lowered his shorts and cupped his waistband under his balls while he struggled to pull out his still hard cock.

"Don't want to get interrupted," he said as he put his hand on my neck and guided my head to his lap. "Thinking about both of you on my cock tonight has got me so fucking horny, bro. It's bad enough that she's a hot number who's been drooling over my piece but knowing what you can do...man, that's got me excited."

As he pretended to play the game, I mouthed his cock. We both knew it would have to be fast as the risk of getting caught was high. I focused on his sensitive head in order to bring him off as quickly as possible. Soon I heard a low moan come from him and looked up to see his head tilted back and his eyes closed. At that moment, the screen flashed announcing the end of the game.

"Shit," he said. "I'm almost there. Put some more money in."

Justin sat stroking himself to keep on edge while I slid outside to insert the funds. Thankfully there was no one around as he was completely exposed as I opened the curtain to exit then reenter.

As soon as I was seated, my mouth was back on him and he began to forcefully thrust his hips into my mouth.

"Come on, Mac. My nuts are so full. Swallow my dick, man. I'm so fucking close."

It wasn't much longer before he began shooting. I locked my lips around his crown and let him fill my mouth. Only after his cock stopped jerking and began to soften did I swallow his load. As usual, his baby batter was thick and cloying, reluctant to leave the various surfaces in my mouth. I spent the rest of our game time licking his dick clean before he tucked himself away.

Justin pulled my mouth to his and gave me a deep kiss. "So that's what I taste like," he said with a grin. "Kinda hot that you're going to walk around with my flavor on your tongue. You're the best, bro." He gave me another quick kiss before we exited the game.

We played a few more games before leaving the arcade. The rest of our afternoon was spent roaming around the town and playing on the beach. Just before seven we returned to the room to wait for Lauren. What followed that night was the best sexual experience of my life.

When she arrived, it was obvious she and I were nervous. Justin, as usual, took charge. He pulled Lauren onto the bed to sit next to him and made out with her while directing me between his legs to give him head. Eventually, he reached under her skirt and began to finger her, getting her warmed up. Hearing her moan, I looked over and saw his long fingers drilling her next to me as his thumb expertly stimulated her clit. Though I was curious and eager to move between her legs, I hesitated. I looked up and saw Justin looking down at me as he continued to manipulate Lauren. Seeming to understand, he pulled his hand from her and presented me with his wet fingers. I pulled off his dick and took his fingers into my mouth.

"How does she taste?" He asked. "You should try it fresh."

I smiled in response and moved between her legs. Justin removed his fingers from my mouth and reinserted them in her moist slit as I began licking her folds. Justin slowly finger fucked her as I stimulated her sensitive opening with my tongue. I was surprised by how responsive she was, moaning and writhing in pleasure. Wordlessly, she guided us in providing her with what she needed.

With an ease that surprised me, Justin leaned the two of them back to lie down and positioned himself above us. Even as he continued fingering her, his cock now hung above her opening and my mouth, firm and ready. He slowly began a shallow thrusting motion. His fingers showed no sign of moving out of the way so I repositioned myself to accommodate him in my mouth. I heard him moan from the contact. He thrust his head into me a few times before pulling out. Removing his fingers, he inserted the tip of his cock into her, barely getting the head in before pulling out and sticking it back in my mouth. He set up a methodical motion moving between our willing holes. He would give us each a single thrust before moving to the other. Each time he inserted his long shaft, he would go slightly deeper. By the time he had half his cock into her, she was writhing with need and I was trying to contain myself from grabbing it and completely sucking him off.

Finally sheathed in her, he began to slowly long-dick her, pulling out to the tip before plunging back in. I remained in position between them, licking his shaft as it withdrew and occasionally mouthing his drooping balls. When he began to increase his speed, I moved to lay next to them and watch their coupling while stroking myself.

"What the fuck are you doing over there?" Justin asked harshly. "That dick needs a good spit job."

I moved to position myself next to their heads intending to place my dick against Lauren's lips. Justin, however, had different plans. As if he had been cock starved he grabbed my shaft and took me into his mouth. He was all over my rod giving me a wet and sloppy blow. Placing a hand on one of my hips, he urged me to fuck his face before releasing me and passing my cock to Lauren. As they fucked, they took turns sucking me, sometimes mouthing my cock together or kissing around it. In bliss, I played with her tits as the three of us gave and sought pleasure from each other.

"Ready for some pussy?" Justin asked from around my dick. "'Cause I'm ready for some ass." Simultaneously, he released me as he pulled out of Lauren and rolled to stand. I stared at him for a moment, in awe of his slick, shiny baker's dozen. "Like that big, wet dick?" He asked with a smirk seeing me stare at it.

Before I could answer, Lauren pulled me on top of her and opened her legs wider in invitation. Though I knew my dick was thicker than Justin's, I was still surprised at how tight she was after having had Justin inside her. As I slowly pressed into her, I closed my eyes in pleasure, trying to remember the last time I was with a woman. Since Justin and I had been messing around, I knew he still regularly fucked women but I had not had anyone except him.

Just as that thought hit me, I felt him place his cock against my unprotected hole. Still slick with his and Lauren's combined juices, he slid into me easily, burying himself in one, long, slow thrust. He continued pushing against me, forcing me deeper into Lauren. Holding my hips down, he pulled out to the tip as he leaned over and said into my ear, "I want to watch you fuck both of us."

I pulled out of Lauren and in the process impaled myself on Justin's dick. When I pushed back into her, he slid out of me. My body didn't know how to process the simultaneous sensations. My cock loved the warm wetness surrounding it and my ass loved Justin's lengthy friction. Burying myself in Lauren, I ground my hips in a circle loving the feel of being balls deep in her. This had the consequence of Justin's cock teasing my ring, moving in a complimentary motion. Needing more of his cock, I pulled out of her in order to get all of him in me. It wasn't often that he dicked me from behind and when he did, I relished the thought of being able to take his full length; it was the only position that my body allowed him in all the way. I repeated the rotation of my hips against him, feeling him touch every bit of my internal walls as I simultaneously teased Lauren's opening. In this position, I fucked and was fucked until my body was shaking.

Noticing my rhythm was faltering as I neared orgasm, Justin buried himself in me and pushed me all the way into Lauren. "I'm going to fuck the cum out of you and right into her," he said as he began to mercilessly pound me. Each time he pressed into me, there was just enough force to cause me to hump into Lauren. As his length moved within me, it constantly rubbed against my prostate and I quickly blew my load into her. Justin slowed his movement, gently fucking me through my release.

After giving me a minute to catch my breath, Justin pulled out of me and had me sit on the floor with my back against the bed. He positioned Lauren to lay over the edge of the bed above me, her legs on either side of me. Entering her moist slit from behind, he slowly moved into her. "There it is," he announced as he stopped. He grabbed his exposed shaft and moved it around in her for a moment before pulling out. The end of his cock was now coated in my cum. Pointing it downward, he thrust it toward me. He shook it in my direction when I didn't immediately put it in my mouth. "Come on, bro," he urged. I acquiesced and sucked him in. The mix of all three of our fluids was intriguing on his shaft. He pulled out of my mouth and pressed back into Lauren, gathering more of my cum on his cock before putting it back in my mouth. He repeated the process, going slightly deeper into her each time.

After most of my load had been pulled out of her, he set up a nice rhythm fucking it out of her. Deep dicking her, he'd pull out to the tip allowing her juices to drip from his shaft and her opening. I adjusted my position to capture it on my tongue, licking his shaft and her lips as he moved. It was arousing watching him whip my cream into a froth with his stick as he increased his pace. With a growl, he buried himself in her and I could see his balls tighten and his cock pulse as he came inside her. After a few shots, he slowly pulled out of her and pointed his cock at me. My face was hit by a thick rope before I could get my mouth on it. The last of his load pumped into my mouth as he slowly humped into me. I could hear them making out again above me and out of the corner of my eye, I saw him insert two fingers into her, lightly fingering her used hole. He eventually replaced his cock in my mouth with the fingers that had been in her, allowing me to clean them before we all crawled into the bed. Justin lay in the middle and the three of us cuddled and made out for a short time before I fell asleep.

I awoke some time later to soft moaning. Looking over, I could see Lauren next to me on her side, her back to me. Justin was facing me as he slowly fucked into her. Seeing me now awake he gave me a nod and a wink. With the hand that was holding her hip, he lifted her leg and indicated I should join him. I watched him slide in and out of her for a few moments while I stroked myself. When I finally pressed against her already full hole, she tensed for a moment in surprise before relaxing again. If she was tight before, her opening was virtually impassible with Justin's cock already occupying it. Eventually, he pulled out and directed her to sit on me. After I was deep in her, Justin moved behind her and worked his way back inside. I had never felt anything like it. The feel of Justin's length sliding along my cock was a much different arousing sensation from him sliding into me. I could feel his head pass beyond mine as he bored into her. Because it was obvious he was longer than I was, we had never compared sizes but actually feeling his cock continue to slide along mine into an area of her pussy I would never explore caused my dick to jump from envy. I remained motionless as he began to fuck my cock and her pussy.

"Gotta do this again with you, bro," Justin said with a breathy voice. "I knew my dick was long but, damn, it feels freaky next to yours." He plunged as deep as he could and I could feel his balls resting on the base of my cock. "Your dick barely comes halfway up mine," he said before resuming his fuck. "It's thick as hell and good for tightening up a hole for me. If I were as thick as you with this length, man, I'd damn sure wreck a pussy."

As Justin continued his fuck behind her, I made out with Laruen and played with her tits. I thought about Justin laying his log between them and hoped I'd get to see that before she left. Taking turns, I sucked each nipple into my mouth, nibbling and biting them enjoying their feel and the sounds she made.

"You gonna cum for me?" I heard him ask. He was nibbling her ear but looking at me. "I want to feel you cum on my cock." He reached down and began playing with her clit. As he used a finger on her, I could see and feel him using the others of the same hand on my cock. Eventually he maneuvered a few fingers inside her as he continued to play with both of us. It was obvious she was nearing climax and, though I wasn't moving, my cock was throbbing. Taking advantage of this, Justin increased the force but not the speed of his thrusts. "Fucking do it. Cum on my big dick."

I felt Lauren's pussy spasm around me as her body tensed in orgasm. The convulsions were enough to drive me over the edge and I shot into her. As I did, Justin continued his fuck, his cock becoming slicker with each thrust.

"Fuck, yeah," Justin moaned. "That's a two-for-one. Gonna make me cum." With a final thrust, he unloaded into Lauren, mixing his load with mine. "Shit, that was good," he said as he collapsed on top of her.

Our other days at the beach were leisurely spent with no agenda. We would wake up and he would fuck me or I would blow him before we left the room. We would explore the small town or lay on the beach for most of the day. At some point after lunch, he would need to blow a load and we'd find somewhere relatively secluded for him to use me - a restroom stall, behind a dumpster in an alley, or with us chest deep in the water. Later, we would return to the room and there would be another session in the shower before dinner. By the time we finished dinner, Lauren would be waiting for us. She and I would take turns on Justin's cock, playfully fighting over who would get his first load. Our last night, Justin took my cock in his ass for the second time while he was fucking Lauren.