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Frank, Rob and myself had grown up together. We had all lived on the same street growing up, and because of that became naturally good friends. We'd had a few of the same classes at school, tended to get into mischief together as well, though most of that was of the good natured kind, and quite naturally pulled practical jokes on one another in addition to all that. We'd even discovered the secrets of masturbation, all the while staring at copies of some dog-eared Playboy, or some other men's magazines that one of our dads had left laying about. At the time, it was also so natural and normal, with typical boyhood pleasures and discoveries not so heavily labeled or thought about at the time.

And though there were only the three of us at the time (we'd often referred to ourselves as the three musketeers in fact) Frank being the biggest, and even playing on the High School football team, first string, naturally became the leader of the group, small as it was. But it was usually Frank that led us off in one direction or another, or seemed to be the one to decide whatever it is we were going to do over the weekend to have a little fun and excitement. Frank was also the first one to really begin dating a steady girlfriend, though in time we all did. Though it was again Frank that was the first to lose his virginity, and then sit and tell us all about it in explicit detail while we all slept outside together in my parent's back yard one night just a few short weeks before graduation.

So far, all I'd managed to get was a little bare tit, and a bad case of blue balls with my girlfriend, and I don't think Rob had done any better than that either, if that in fact. Frank on the other hand seemed to enjoy rubbing it in our faces, though at one point, both Rob and I began to wonder if Frank had really been telling us the truth about his so-called exploits with Diane. She was indeed a knockout with great looking tits (or so it seemed anyway) and didn't have the kind of reputation that would suggest that she would let Frank get into her pants the way he'd told us he had. But, we enjoyed listening to his erotic dirty encounters even if they weren't entirely true. And like I said, we were all laying there in the back yard looking up at the stars listening to Frank as he went on telling us about one of his recent erotic naughty little encounters with Diane. As he did, I felt myself growing rapidly hard, and began doing what naturally felt good while listening to him.

"Fuck Dave, you jerking off again?" Rob said looking over towards me. I guess the telltale movement of my hand inside my sleeping bag was a dead giveaway. I was, and enjoying it.

"Oh, like you don't? Aren't?" I accused back. "Not like you're getting any either, so shut up and let Frank finish the story." Frank did, and as he did, I looked over, sure enough Rob's bag was making the same obvious movements mine had been.

"I knew it!" I said accusing him, which made Frank laugh, but worse, he then reached over grabbing the zipper on Rob's bed yanking it down, and before he knew it, Frank tossed back the upper half of it, exposing the fact that Rob did indeed have a nice thick erection, his hand clearly wrapped around it when Frank tossed back the covers. But it wasn't like we hadn't all seen one another like that before, though it had by now been a few years since any of us had. "Just do me a favor Rob, don't mess up my mother's sleeping bag ok?"

He had borrowed it, which he usually did whenever the guys came over since he didn't have one. But ... I knew damn well if he actually were to mess it up, that somehow my mother would know what the hell it was he'd done if he did ... and I'd catch hell for it.

"Don't worry about it," he said somewhat embarrassed at having been caught actually jerking himself off, though I had been as well, just not exposed when actually doing it. "I'll ah ... go stand over there somewhere when I'm ready. Now ... let Frank finish the fucking story so I can!"

It really was a pretty decent story, even if it wasn't entirely true, though once again Frank swore up and down that it was. It was then that I noticed Frank's bag was likewise making similar motions, and admit it or not, Frank was doing the same thing we'd all been.

"Fuck, this is just like back in the old days!" I laughed. "Franks jerking off too!"

"So?"

"So ... we might as well all admit that we are, and just do it!" I said. Rob took that as the opportunity to at least toss the cover of his bag off and away from any leaking accidents perhaps. But then again, Rob always had been more of the exhibitionist of the group, not to mention the first one amongst the three of us, including Frank to ever shoot his wad. Something we had all taken a devout interest in watching Rob do after that, which he never seemed to grow tired of doing, even with an audience. Prick in hand, Rob settled back, once again enjoying his pleasured stroke, no longer concerned with accidentally splurging the inside of mom's sleeping bag.

"Ok, your next Dave," Frank said. "Tell us a story."

You could only tell the story about me finally getting to play with Tracy's exposed tits so many times, and I'd already told it twice now. Though at the moment, with three hard needful erections, I probably could have gotten away with it a third time, simply by adding a few imaginary images by way of spicing things up. But the truth was, I actually did have something else, even if it wasn't directly about me. And though it concerned my much older sister, both Frank and Rob had had crushes on her at one time or another growing up.

"I watched Susan suck off her boyfriend last weekend," I told them.

"You did not!" Rob spat in total disbelief. "Where? When? How?" Maybe he didn't believe me, but he sure wanted to hear about it.

"Forget it, you wouldn't believe me even if I did tell you ... but I honestly did."

"Tell it anyway," Frank said in his no-nonsense tone of voice. And then he too tossed the cover back off his sleeping bag, his much bigger thicker penis filling his hand as he lay there stroking it. "And don't leave anything out either!"

"Well last weekend was mom and dad's anniversary, so they drove over to Wendover to spend the night, do some gambling and of course celebrate. Needless to say, I wasn't too surprised when Susan informed me that Greg, her boyfriend would be coming over, and since I owed her one, which I did ... she asked me to stay out of the house for a few hours so that she and Greg could have some fun together."

"Go on..." Rob said, his tone of voice filled with lustiness. I again glanced over, watching him palm the head of his cock almost the exact way I sometimes enjoyed doing to myself.

"So anyway, since I owed my sister a favor, I left shortly after Greg came over. The only problem was, I didn't really have any place to go. Tracy was working her part-time job after school and wouldn't even be home for a couple of hours yet, so there really wasn't any place I could go, which is when I remembered something. Anyway, I parked my car down the street, and then ran back to the house. When I got there, I slipped inside the back door without being heard. I knew they would no doubt start off in the living room first, or so I hoped anyway. And I was of course correct, as I could hear the two of them talking, messing around already. But ... there was no way to actually see them without getting caught, unless..."

"Unless what?" Frank moaned to some degree when asking. Again I rose up looking over in his direction, he was half slapping, half twisting his cock.

"Hmm, have to try that," I thought. "Unless..." I began again, though I continued to sit there watching the two of them now as they lay jerking themselves off. "That I go up into the attic and watch them from there!"

"How the hell you do that?" Rob asked.

As I said earlier, we all lived together on the same street, and back then, the place we'd grown up had cookie-cutter houses as we called them. There were but three separate styles of homes, the most popular being the same design and floor plan we all lived in and were familiar with. "You know the vent that's in the ceiling in the living room?" Of course they both did. "Amazing what you can see from up there when you open it all the way," I explained, especially as you can pull the front part of the air vent completely off of it quite easily so you can change the filters and clean it out. Something I discovered when dad showed me how to do them as one of my annual chores. Anyway, I remembered being able to do that. So that's what I did. Got up into the attic, took off the vent, opened it without them knowing I was up there, and then just watched them."

"Holy fucking shit!" Rob said, now believing me as I'm sure Frank did, especially as they could very easily see and imagine how I'd actually done it.

"So what happened next?" Frank pressed now really hand slapping his prick. "What did you see after that?"

Maybe it was weird to some that I was spying on my own sister, though it certainly wasn't about her thinking back on it. Is was simply ... getting to watch someone in the act, sister or not. It was no different to me than the handful of instances I had actually caught my parents going at it, one of which I had in fact shared with the guys back in the days when we did sit around all the time enjoying a circle jerk together.

"Once I had gotten the cover off the vent, which I had to take my time doing quietly, Susan was already sitting there with her top off and her boobs hanging out."

"What did they look like?" Rob asked throatily. I laughed at that. "Shit man, I don't really remember, I mean after all, she is my own sister! It wasn't really her boobs I was staring at, but the way she was sucking her boyfriends cock!"

I did remember ... vividly. But I didn't want to come off sounding like I had the hot's for my sister either, though if I thought about what I'd said and just admitted to, that would have been a whole lot better in some ways.

"Anyway..." Frank spoke letting me know I was frustrating him here.

"So anyway, Susan's now leaning over sideways on the couch, she's busy fingering herself..."

"Fuck," Rob moans.

"And while she's doing that, Greg's working one of her tits, she has great big nipples by the way Rob, and the hardest, thickest one's you've ever seen too," that I couldn't honestly say was the truth, but I had to give him something. I heard him groan pleasurably at that however, and so continued. "And she of course has got her mouth around his cock, really sucking it, knobbing it up and down like crazy. Greg's just sitting there kneading her breast, his head thrown back, eyes closed while she's going to work on his enormous sized cock, which by the way, is as big, if not bigger than even Frank's is!"

"Oh yeah? Bigger than this fucker?" Frank says sitting up. Admittedly, he does have a pretty good-sized cock, and it's about as hard and angry looking as I've ever seen it. And he's still jerking it, though slowly.

"Well maybe close anyway," I then said, appeasing him somewhat, though now Frank continued to kneel while he sat jerking himself rather than lying down again. Though I noticed as he did so, that he also kept watching Rob as he continued milking his. "Anyway ... she's like slobbering all over this guys cock, tons of drool, which at first I thought was his cum, and that he'd already cum or something without looking or sounding like he had, but it was just tons of spit that was coming out of my sister's mouth, though even that looked pretty wicked."

"Oh fuck!" Rob moaned once again, as did Frank.

"And then finally, Susan sits up, swings her leg over his lap, reaches back and slides down over his dick. Pretty soon they're both sitting there fucking like crazy. From where I sat, I could hear and see everything. She's screaming out at nearly the top of her lungs for this guy to fuck her, which he is ... but then suddenly he like reaches it unexpectedly. He grunts, reaches back removing his prick and suddenly starts squirting all over Susan's ass and back. Biggest fucking load of cum I've ever seen ... including yours Frank!" I half laughed. "Seriously! This guy shoots a wad like no body's business. Squirt after squirt after fucking squirt is coming out of this guy's dick, and he's just drenching my sister's back and ass."

"Oh fuck ... fuck ... fuck!" Rob cries out. I turn to look, as does Frank, and we're both sitting there watching Rob's nut happen.

"Don't get it on the fucking bag man!" I find myself telling him, as Rob seems to realize he might be, rolling over in my direction, pumping out the last few squirts of his own climax into the grass instead. About then Frank stands up, moves off a bit, facing away, but the way his hand finally slows, it's obvious he's just tossed one off into the grass too though I didn't see it. Seconds later I'm pouring my own out, though I just let it go wherever the hell it wanted to. Fuck that. It felt too good.

Pretty soon we're all sitting up looking at one another. "So that was for real huh?" Frank asks me. "Truth?"

We had a rule. And as far as I knew no one had ever broken it. We all knew everybody lied, even if it was only a small white lie as they called them. And those we hardly ever called one another on. Sometimes the lie was as cool as the truth would have been as uncool to tell. But ... if you did, and someone called you on it, wanted to know the real truth, you had to tell, no matter what. Maybe it was the fact we didn't want to know if Frank was really telling us the truth or not about some of his stories that we never pinned him on it. Had we, I think he would have told us the god's honest truth. But it was also possible, that would have ruined it for us to if we found out he had been.

"Truth!" I said easily, as it was.

"Fuck man ... that was hot," Rob said only then catching his breath. "I wish to hell I could see something like that!"

"Yeah, like watching dick-head over there and Diane going at it," I stated, meaning it as a joke, though half accusing him without asking for "truth" that maybe he hadn't been.

"Hey you know what? That's not a half bad idea!" Frank said suddenly. "Then maybe you'd believe me!"

Ok, so maybe Frank had been telling us the truth the whole time after all. Unless he was again just jerking our chain about it. "Seriously? You'd let us watch you and Diane together?"

"Sure! Why not! Then maybe you guys would believe me for one thing, and for another, get to see the sweet piece of ass I've been enjoying lately. Though I'll say this ... it ever gets out that you did, or she hears about it ... I'd kill you both, friends or no friends."

"Truth?" I said looking at him, as Frank glared back at me, his eyes meaning it.

"Truth!"

As it turned out, Frank arranged things to happen on the following Monday. He'd already worked out everything with Diane, so as far as she knew, she was just coming over to Frank's place to mess around after school like they sometimes did. Especially with both of Frank's parents working, and no one else in the house to cause them any grief as Frank was an only child. All three of us had work permits, and as such, with most of our classes pretty near finished except for final graduation exams, we attended two or three classes was all, and were usually home right after noon. And for us, this would work out perfectly as Frank had to hang around an hour and wait for Diane as she had one more last class to attend than we did.

Having given us his spear key, and since we both pretty much knew the layout of the attic as Frank's house was the exact same as ours were, Rob and I entered through the back door, replacing Fred's key under the mat. We then went upstairs through the trap door into the attic and made our way over to the vent that was in the exact same place that the one was in my house. I quickly showed Rob how to remove the vent itself from the opening, and then the filter. After that, opening it wide so we could see down and into the living room was easy. The ONLY problem after that was in being quiet, which Frank would conceal to some extent by turning the music on. We might not be able to hear whatever the hell they did or said very easily, but more importantly, Diane wouldn't hear us if we did something stupid like cough or something. Though Frank's pretty sincere warning about killing us both if she were to ever find out, hung heavy around out necks.

Oddly enough, Rob and I were both getting pretty horny while thinking about it, laying there waiting for Frank and Diane to enter.

"Just so you know, I plan on jerking off ... especially if it gets as hot as I'm hoping it will," Rob told me.

"Ditto that," I responded, not at all feeling weird about it. After all, it wasn't like we all hadn't. Nor that we hadn't seen one another doing it countless times. "Just be fucking quiet when you cum," I admonished him. "Or it's apt to be the last time you ever do!" Just then we both heard the back door opening, and the sound of Frank and Diane's voices as they came into the room. Diane started to head back towards Frank's bedroom, but he stopped her, surprising her.

"No! Let's uh ... do it out here today," he told her. "Besides, thought it might be nice to turn some music on while we're doing it," he then said. Frank's dad had a really nice sounding stereo system, so that seemed to please Diane quite a bit.

"You're just feeling especially naughty today aren't you?" she said, as Rob and I both grinned from ear to ear as she suddenly pulled the top she was wearing up and over her head, and then reached back undoing her bra. Unfortunately, we didn't see anything but her bare back for several minutes until Frank finally stood and began removing his clothes. Diane finally sat down on the couch, though she still had her panties on, watching him undress.

"Nice fucking tits!" Rob whispered, though thankfully the music was up loud enough she couldn't have heard us whispering. Even so, I whispered back reminding Rob to keep his voice down, if talking at all.

Back on the couch, Frank and Diane are sitting there facing one another. She's now got her hand wrapped around his dick, slow-stroking it making it hard, though by my estimation it already was about as fucking hard as I'd ever seen it. Frank in turn is stroking one of her rather lovely looking, nice sized breasts, his other hand down between her legs petting her there too, though we couldn't either one of us see much of that. And another thing needs be said here, the vent we were looking through, though easy to see through with it wide open the way it was, was fairly small. So ... in order for both of us to see into it well enough, we had no choice but to lay side by side ... closely. And in order to jerk off while we did, which we were, that meant pretty much facing one another in order to do it too, and continue looking on through the vent while Frank finally pushed Diane over onto her back, and then fit his pretty nice sized cock into her split and began fucking her.

Rob and I both had our cocks out by now, stroking ourselves off while we watched all the hot action taking place below us and across the room. So involved in doing that, at first I don't think either one of us knew we could actually feel the other one as we lay there, but inevitably, I soon after felt Rob's prick accidentally touch mine. We tried scooting apart a little, trying to give one another a bit more room, but that strained our ability to see clearly, and soon both found ourselves inching back in towards the middle. Eventually we just gave up and accepted the occasional accidental contact as being a casualty of our voyeurism, and let it go at that. Seeing Frank's cock slamming in and out of Diane's cunt was simply too good a thing to pass up, and admittedly, I was about as aroused as I had ever been before, much more so than when I was watching my sister and her boyfriend from the same vantage point. And of course Rob was, enough so I was starting to get worried he'd start panting too loudly and we'd be overheard because of it. One thing for sure, he was leaking like crazy, I could feel his cum smears starting to cling to the back of my hand so close together where we.

"Man, I wish I was fucking that pussy, or that she was at the very least jacking me off. That always feels so much better when someone else does it for you," Rob whispered softly, though I was damn glad that he did.

"Know what you mean," I had to admit. I wished that she was too, or that someone else was indeed pulling my cock for me. That had only happened once before in my entire life, and I had let probably the ugliest girl in school do it on a dare, which I felt bad about afterwards, but which at the same time, had been for me one of the best fucking hand jobs I'd ever felt ... my own hand included.

I don't know how, when, or why it happened. It just did. With Rob and I both laying there so close, watching Rob fuck Diane, and then watching as he pulled out and began spraying his spunk all over her tits, the next thing I knew, I had felt Rob's hard cock, wrapped my hand around it, and then felt him wrap his around mine. I think we both came seconds after we did that, jerking off one another rather quite gloriously, which is how it felt actually, damn fucking good.

There was a momentary period of uneasiness however as we hurriedly cleaned ourselves up, not really talking about what had just happened as we did. Frank and Diane soon left. Having spoke about it earlier, Frank had asked us to stay until his return. It was a quick ten minute drive back to Diane's, a few minutes with her there and back, so we knew Frank wouldn't be gone much longer than a half an hour to forty-five minutes. Rob and I came down out of the attic once we'd heard the back door close, and then sat in somewhat awkward silence for a few moments.

"That was pretty fucking hot wasn't it?" I finally stated.

I saw by Rob's expression that he was wondering what I was speaking to specifically, but decided to comment on the less obvious. "Yeah, Franks a lucky guy alright. Diane really does have a nice set of tits, and you could tell she was really into it. I swear I could hear how wet her pussy was all the way up to where we were."

Rob's mere mention of "where we were, and what we'd just done," didn't go unnoticed by the expression on his face. Though hearing Frank's car pull up into his driveway gave us both excuse for not mentioning or pursuing that any further at the moment either.

The moment Frank walked in and saw us sitting on the couch he said, "Well? What did you guys think? Is Diane hot or what?"

"Oh yeah, that was fucking hot!" We both said nearly in unison. "You're a lucky man Frank, Diane's got a great looking body, and fabulous tits."

He grinned at that pridefully. "Yeah, and bet you two jerked off while watching us too didn't you?" It was virtually impossible to stand there and deny that we hadn't, and again by the looks on our faces as we stood there with silly shit-eating grins, he knew that we had. "Truth?"

"Yeah ... we did," I said answering as he'd pulled out the truth card. Frank laughed at that knowingly.

"Wouldn't surprise me if the two of you got each other off," he then added jokingly, but his eyes widened in surprise a brief second after he'd said that. Obviously Rob's face gave away the fact that we had. "Holy shit! You two did didn't you?" Neither one of us said a thing, but then for a moment or two longer we didn't have to.

"Truth!" Frank then said making it more of a demand than a question.

I looked towards Rob, but his mouth wasn't working. His eyes said it all along with his face as he turned beet red. "Well yeah ... sorta," I finally said lamely. "It just sort of happened, we were pretty cramped up there, close quarters ya know? And..."

Frank's comment effectively cut me off from continuing. He really wasn't listening anyway, and sort of half-laughed, his own face showing an interested curiosity about what he'd just heard the two of us confess to. "Shit man, I know this is gonna sound weird and all ... but you know that I've never even felt what that's like? Diane's never beat me off either, said it's a waste of good cock." Frank paused looking at the two of us curiously, but then asked me directly as it was obvious Rob was even more embarrassed by it than he had been. "So ... how did it feel?" he asked me pointedly without a trace of disgust in his tone of voice whatsoever.

"It felt ... good," I freely admitted looking over towards Rob, surprised when he likewise stood there nodding his head yes, that it had. "But probably more so because we were watching you and Diane when we were," I then added. "Didn't really think about it, just the feeling I guess," I left off. But Frank didn't seem to be all that bothered about any of that.

"Fuck, I'm getting a woody just thinking about what it would be like to feel that ... start to finish," he said surprising both Rob and I. Frank had slipped his hand down to his crotch absentmindedly rubbing himself, his next comment shocking both Rob and I when he said it. "Listen, since you two already have, how about one of you do me so that I can feel that?"

Both Rob and I again looked at one another, neither one of us up and suddenly volunteering anything. "I don't know Frank..." I began feeling a bit weird that we were even standing here discussing this. It had been several years since the old sit around and circle jerk days, and even then all we'd done was sit there and do it without really (purposely) looking at one another while we did.

"We'll all take a turn doing one another," he then suggested, that way no one can say anything about it one way or the other. And after we do ... it stays here between us, doesn't go any farther than that either, agreed?"

The fact that Frank of all people said he'd do one of us seemed to settle any uncertainty that either Rob or I had, with Rob once again simply nodding his head. "So ... we uh ... just sort of circle jerk like we used to do? Only this time, doing one another at the same time or what?"

"Well ... sort of," Frank said thinking about it. "But I think it would feel better, and maybe even be easier if we just sort of took turns, one of us jerking off the other, and then taking their turn afterwards, something like that. That way I can really just lay there and feel what it's like ... start to finish," he again said reminding us why we were even doing this in the first place.

We decided to flip a coin to see who did Frank first between us. Whoever did, it would be their turn next. As it turned out, I was to jerk Frank off, then Rob would jerk me off, and then Frank would do Rob. Shortly after that we retreated into Frank's bedroom. He had a secret stash of girlie magazines in his closet which he brought out, and just like the old days so long ago, we all sat and began looking through them getting ourselves aroused. And though we did, we all still felt pretty awkward when we finally got undressed, three high school chums standing around naked in front of one another with full blown erections.

"Got any lube?" I asked. Frank grinned, opening the bottom cabinet of his nightstand and producing a small bottle of baby oil.

"Here, use this ... I do," he grinned. "Feels pretty good, better than Vaseline," he told us seriously. Frank then crawled up into his bed, making himself comfortable. His prick was rock hard as I sat down next to him and though it still felt a little weird, I found that I was excited too, my own cock still just as equally hard as his was as I poured a bit of baby oil into the palm of my hands, and then poured a bit of it over his cock, watching it as it oozed down his shaft making it glisten.

"Tell me if I'm not doing it right, or if you don't like it or something," I asked. Frank didn't answer, just nodding his head and then closing his eyes. I took that as a sign to begin, which I then did as Rob took a seat next to us watching.

The head of Frank's dick was considerably larger than my own, or even Rob's for that matter, though he was about average sized. In comparison, mine was perhaps a bit thicker than either of the two, though Rob held the title of being the longest by a good inch or so. With slick hands, I started out just pumping Frank's prick up and down.

"Slower, do it slow at first," he asked without opening his eyes. "I'll tell you when." I slowed the pace down considerably, now just moving the skin around his prick up and down ever so softly, and began to actually get into it while I did so. I sat, watching as I pulled the skin of his prick all the way up and over the head of it, and then held it there, sometimes letting it go entirely. I began to do to Frank's cock the way I sometimes enjoyed doing to my own, wondering if he did much the same things as I was. "Oh yeah, yeah ... that's good, keep doing it like that," he told me.

I took a quick peek over towards Rob, saw him sitting there watching the two of us cock in hand. I almost laughed, if he kept doing that to himself, Frank would hardly have to do anything when it was his turn. Knowing Rob, he was apt to come the moment Frank even touched him. I turned back to focus on what I was doing, saw Frank's dick head get really purplish swollen and could hear his soft grunts of pleasure as I sat there stroking his dick. Obviously it felt good, and I began getting a bit more enthusiastic as I started twirling just the head in my fist, and then went from there to twisting it all the way down in one stroke, and then twisting it the opposite way on the other.