A Night at Lionel's

Lionel and I were in his bedroom, beneath a faint desk lamplight, looking at nudie magazines he'd swiped out of his dad's closet. We were huddled beneath the light, he on his bed, and myself in his desk chair, trying to keep quiet. His parent's bedroom was just across the hallway, and his mom was infinitely nosy. It was after one in the morning and she insisted we be asleep by then, as if we were awake we were up to no good. It didn't matter that we just graduated high school the previous day, or that we were eighteen; she insisted on treating Lionel and myself like kids. Also, Lionel's older sister was home from college and her bedroom was right next to his. She was just like their mother, real straight-laced and nosy. Even so, I've had a crush on her since I was nine, and seeing her at the dinner table was very distracting for me.

But it wasn't too hard for us to keep quiet, as we were both engrossed in our magazines. A stereo was playing softly, too low for us to hear the music well. I finished flipping through my mag and reached over for another. There were only a few and I'd seen them all, except for the one Lionel had. I turned my head around to see what he was looking at. Lionel wasn't wearing a shirt, a habit for him, which I always found distracting. I guess I was just jealous of his physique, which was more muscular than mine. The only garment he was wearing was a pair of sweat shorts, as it was rather hot in his bedroom. His family didn't have air-conditioning in their house and I could see a fine sheen of moisture on Lionel's torso. He was holding the magazine on his lap and I could see on the upturned pages that it was of a more hardcore variety than the ones I'd been looking at.

"Hey, whatcha got there?" I asked with interest as I leaned over to get a better look. Lionel looked over at me, a wide grin on his face. He wiped his shaggy bangs out of his eyes and shrugged.

"One of dad's better ones." He explained holding up the magazine so I could see it better. It was better. It was more explicit that the others and the pictures Lionel was looking at showed two girls and a guy. The girls were sucking on the guy's rather large cock. At the sight of this I felt my already half-hard penis twitch and get stiffer in my denim shorts.

"Damn." I laughed softly. "Yeah, that is better. You would be bogarting the best one, you bastard."

Lionel chuckled and scooted over on his bed. He motioned for me to sit next to him. "Come on, we'll look at it together." I got up and sat on the edge of the bed, one of my bare feet on the floor. I grimaced because my erection was uncomfortably bunched up in my underwear. "What's wrong?" He asked.

I think I probably blushed a bit. "Aw, nothing. Just a little uncomfortable." I reached down and adjusted myself in what I hoped was a nonchalant manner. It was a more comfortable angle now but the rise in my shorts was now rather apparent. I saw his eyes drift toward my crotch and he grinned knowingly.

"Yeah, I know what you mean." He lifted up the magazine from his lap and I realized why he was keeping it there. There was a sizeable lump extending from his crotch up to the waistband of his shorts. I snickered.

"Better watch out, man. Looks like it's trying to escape." Lionel shook his head and laughed as he turned the page of the magazine. I leaned over to get a better look. For a while we looked at the magazine. I had never seen such an explicit one before and I was totally enraptured. Neither Lionel nor myself had been very successful with girls in high school. It's not that we weren't attractive or anything, we'd been told we were good-looking before, we were just considered geeks and few girls wanted anything to do with us. So neither of us knew much about women and for us these magazines were a peek into a forbidden world. Meanwhile, the whole time we flipped through the rag I felt myself getting hornier and hornier. It was an effort resisting the urge to reach down and touch myself.

Near the end of the magazine there was a full-page picture of a girl swallowing a guy's dick. She had the thick shaft halfway down her throat, her eyes gazing dreamily at us. "Mmmm." Lionel moaned next to me. "I bet that feels good." I nodded my head as if in a stupor.

"It sure does." I said without thinking. I felt rather than saw Lionel staring at me.

"How the hell would you know?" He asked me accusingly. "You been holding out on me or something?"

I felt my face go hot and I began to stammer. "I…no…I haven't it's just…"

"Have you gotten a blowjob? And you didn't tell me!" Lionel seemed to be offended. "Who was it? Was it Rebecca Kleat? You dated her for a few weeks. I can't believe you didn't tell me! Was it good?"

Despite myself I began to laugh at Lionel's outrage. "No, no, no. It's not anything like that." I assured him.

"What do you mean?" He had a perplexed look on his face. I hesitated, it was too embarrassing. "Come on, Justin. You can tell me, man."

"Alright, alright." I held my breath for a minute. "I sometimes…you know…suck myself." I finished quickly. His brown eyes narrowed quizzically then suddenly widened.

"Holy shit!" He almost yelled. "No fucking way!" I wasn't sure if he was revolted or envious and I meekly nodded my head. He cocked his head and grinned. "You do not. You fucking liar." He saw the serious look on my face and his grin faltered. "Really?"

"Yeah." I wished I hadn't told him. He was going to tease me about this forever now.

"Damn." He looked at me believingly now. "Well…how was it?"

A smile tugged at the corners of my mouth. "Pretty fucking good, man." I laughed nervously. He straightened up, the magazine falling from his lap, now forgotten.

"Yeah, but, was it like weird in you're mouth and everything?"

I thought for a moment. "Yeah, at first. But it was really no big deal. I mean, it's just a part of my body, right?" This is what I told myself to assuage the guilty feelings it had given me.

"Yeah." He said distantly as his eyes wondered down toward my midsection. "I've tried to before." He admitted. "But I could never reach it. Are you really hung, or something?"

My pride swelled a bit but I had to be honest. "Not really. I'm only maybe a bit over six inches. I'm just limber, I guess." It was true. I was much thinner and more lithe than Lionel.

He looked at me again, suspiciously. "You sure you're not fucking with me?"

I was for some reason a little pissed that he accused me of lying. "Hell no! Why would I?"

"Okay then! Prove it!" He said challengingly.

"What?"

"I think you're pulling my fucking leg. I want to see you do it!"

"No way!" I started to smile.

"I bet you can't do it. I bet you twenty dollars you can't fucking do it!"

"Alright, asshole. Just to shut you up and take your money, I'll fucking show you!" I got up off the bed and began to undo my pants. He seemed a little surprised that I was actually going to do it and I relished the shocked look on his face as I dropped my shorts and pulled off my underwear and kicked them off. I now stood next to his bed wearing just a T-shirt that did not come far enough down to hide my half-hard cock and my dangling scrotum. His eyes dropped and I saw him stare at my genitals. My prick was limp, only a few inches long at the moment, the base of it covered by a mass of dark pubic hair. My balls were mostly hairless, hanging down almost as far as my dick was. I looked behind me for his desk chair and pulled it out, facing the bed. I sat down in it, perching on the edge so as to have more room. My genitals hung over the edge of the chair. I reached down and grasped my cock and started to massage it. It didn't take long for it to become rigid.

I looked up at Lionel, who was staring intently at the prick in my hand. I noticed his left hand was near his stomach, just above the end of his obvious erection. "Better go ahead and get that twenty bucks out." I said to him as I began to lean down toward my cock. I bent my back at an uncomfortable angle as I leaned forward and down. It took a few seconds to adjust myself, but soon I was staring at my fat, engorged cock head that was but an inch from my face. With my right hand I squeezed the base of my shaft, coaxing my dick to its full length. I saw a droplet of pre-cum ooze from the wet slit at the tip of my penis. I inched my face forward, sticking my tongue out as I did so. Again I could feel Lionel's eyes on me, and I sensed rather than saw his hand dipping beneath the waistband of his shorts as he watched.

I was now close enough to lap at the tip of my cock, which I strained my tongue to do. I tasted the sweet pre-cum and it was like an electric spark in my mouth. I began to lick all around the head, enjoying the sensation of it. "Damn." I heard Lionel breathe. I pushed my head down a bit further, it hurt my neck a bit but that didn't compare to the pleasure. I slowly managed to take the head of my cock into my mouth. It was an odd feeling, having it filling up my mouth. My body was assaulted by sensation; the salty taste of the meat in my mouth, the feeling of a tongue and lips around my cock head. It was overwhelming. Almost naturally I began to suck myself.

"Damn." I heard Lionel say again. "I guess I owe you twenty dollars." I barely heard him, so intent was I on what I was doing. It felt so good, I wanted to cum. It wouldn't have taken long either, as horny as looking at those magazines had made me. Without taking my mouth of my cock I opened my eyes and looked up. Lionel had his hand down his pants. I could see his fingers busily moving beneath the gray fabric. He either didn't notice me watching him or he didn't care, either way his eyes never strayed from my prick as I slobbered on it. I squeezed my eyes shut again as I attempted to lean down further to take more of it in. My back strained and I heard the chair groaning beneath me but I managed to slide an inch more into my mouth. "Ah, damn, Justin." I heard Lionel gasp. I made an involuntary moaning sound around my shaft. I sensed Lionel shifting on the bed and I looked up once more. He had pulled his shorts down a bit and freed his erection. He held it in his fist, the fat head just visible as he ran his thumb across it.

For some reason I found the sight of my friend jerking off while watching me too much to handle. I wanted to cum. I bobbed my head faster and jerked on my dick with my left hand. I felt my semen welling up inside my balls. I was going to shoot any minute. I tried to press my head down further, oblivious to any discomfort I felt. Then suddenly I heard a loud crack and for one terrible moment I thought it was my spine breaking in half. Then I was on the floor, lying on the remains of Lionel's spindly wooden chair. I was splayed out on the carpet, the taste of myself still in my mouth. My cock had slipped free as I straightened out during my fall and now it twitched like a fish on a hook, my saliva running down the veined shaft. I looked up at Lionel, who had sat bolt upright at the edge of his bed, his own cock still perking in the air. He was looking down at me with concern.

Then we both started laughing. The whole situation was way too funny. "Are you alright?" He asked in between breaths. "Yeah, I think so." I replied as I sat up. My tailbone hurt a bit but I'd live. Then we froze as we heard a soft tapping at the door.

"Oh shit." Hissed Lionel as he got up, tucking himself back into his shorts. "Get up!" He told me. I did so, wincing a bit at the pain from the fall. I looked around quickly for my shorts and underwear and in my panic couldn't find them!

"Are you guys okay in there?" We heard a soft, feminine voice asking from the other side of the door. It was Meredith, Lionel's sister. Both Lionel and I sighed with some relief. Though Meredith was nosy enough, it would have been far worse if his mother were out there.

"Yeah, we're okay." Lionel whispered back, afraid to wake his parents. He was trying to get to the door before Meredith opened it. They lived in an old farmhouse that didn't have any locks on the doors. At the same time I was still trying find my clothing. Lionel made it to the door just as Meredith impatiently opened it. He stopped it with his hand after she'd opened it a few inches. I quickly scrambled beneath Lionel's bedclothes, covering myself from the waist down.

Meredith poked her head inside. Even though I was nervous at being caught with my pants down, literally, I couldn't help but think how pretty she was. Her dark, brown hair was tied back in a ponytail high on the back of her head. She'd taken off her make-up, but she always wore very little anyway; she was a natural beauty. Her bright, blue eyes looked around the room, past Lionel. I wondered vaguely if my friend's erection had gone away. My own was stubbornly remaining half-hard. "What are you guys doing in here?"

"Nothing." Lionel tried to sound innocent. "Just wrestling around a bit."

"Well you better try to be more quiet or you're going to wake mom up." Meredith actually sounded concerned. Her eyes flashed past Lionel toward me and I grinned at her in what I hoped wasn't a goofy way. I saw her smile back then her eyes flitted toward the floor and her mouth widened. "What happened to the chair?" She asked as she stepped past Lionel. I gathered the covers around me more as she walked into the room. Lionel shut the door behind her.

"Ah, yeah, we sort of broke the chair." Lionel explained meekly. Meredith looked at the splintered wood on the floor, shaking her head. I stared at her. I'd never seen her in pajamas before. It was a two-piece, made of cotton. The shorts were tight, hugging her voluptuous hips. The shirt was a button down and looked to be two sizes too small for her. Her perky breasts strained at the fabric, especially at the buttons. I wasn't sure but I thought I saw her nipples poking through the sheer garment. Despite my nervousness, I felt my dick getting stiffer.

"How'd you manage that?" She asked bewildered then looked at me. My face reddened as I quickly looked up from her chest. "Just horsing around." I shrugged. She smiled slightly then her eyes narrowed at me. She looked at the comforter piled around me.

"Why are you beneath the covers? You can't be cold." She said fanning herself with her hand. I looked over at Lionel for some help but he just shrugged. She saw me looking at him. "Lionel didn't hurt you, did he Justin?" She said with concern as she approached me on the bed. I instinctively recoiled, bunching the covers around me even more.

"No." I squeaked. "I'm alright. I was just sitting in the chair…and it broke." She wasn't buying it and she reached out for the comforter.

"It's okay, Justin. Let's see it. Lionel, if you've hurt him mom's going to be so pissed." She was saying as she jerked at the covers. I tried to hold them but suddenly my fingers felt numb. Lionel came rushing up behind her to stop her but it was no use, the covers were torn out of my limp grasp. Meredith pulled them back, looked down, and then her mouth hung open. I scrambled to hide my genitals with my hands but it was futile. "Oh." She breathed then looked first at me then at Lionel. I felt like melting into nothing on the spot. "What have you two been doing?" She asked accusingly.

"It's not what you're thinking!" Lionel said frantically. I shot a pleading look at Lionel to not tell her what I was doing but he wasn't looking at me.

"Really?" Meredith crossed her arms across her chest and I thought she was slightly amused by the situation. I took the opportunity to gather the bedclothes around myself again. I saw her eyes fall on the dirt magazines stacked on the desk. "What were you doing then?"

"Justin was just…" He trailed off, then closed his eyes and just plunged in. "Justin said he could suck his own dick so I betted him he couldn't but he did and broke the chair." He said in one breath. Meredith said nothing as he mouth slowly hung open again. She turned her eyes back toward me. I'd taken the opportunity to cover myself again.

"Is that true?" She asked me softly. I couldn't speak I was so humiliated, so I just nodded my head. "Really?" Meredith's tone was warmer. "You were really sucking your own dick?"

"It's true." Lionel offered, a note of awe in his voice. "I saw him do it." I stared nervously up at Meredith. I didn't know how she was going to react. Would she be disgusted and never talk to me again? What if she told her mom what we were doing? A dozen scenarios ran through my head, none of them good. Then she smiled at me.

"Can you really?" I couldn't believe it. She didn't seem mad or grossed out, just curious. But I still couldn't find my voice so I simply nodded again. She looked back at her brother as if for confirmation and he nodded too. She looked back at me in a way I'd never seen her look at me before.

"Why don't you show her, Justin?" Lionel said teasingly. I think he hoped to embarrass his sister and make her leave, but I shot him a withering glance. He grinned at me widely.

Meredith brightened. "Yeah, I'd love to see that." She said as she sat on the edge of the bed. Something in her tone told me she didn't quite believe us. She stared at me expectantly.

"Oh no. No way!" I said and would have gotten up were I not naked from the waist down. Where the hell were my clothes anyway?

"Oh I see. So you two were just having gay sex or something." She rolled her eyes. "Were you sucking his dick, Lionel?"

Her brother blushed and made a hurt face. "Come on, man! Just fucking show her so she doesn't tell everyone we're queer!"

"Maybe you are queer!" I said furiously. "You were jerking yourself off while you watched me!"

"Lionel!" Meredith gasped at her little brother in mock surprise. "You weren't!" Lionel glared at me and hung his head. Then Meredith laughed. We both looked at her in disbelief. "Oh come on, like I never caught you masturbating before!"

"What!" Lionel stammered. "When?"

Meredith rolled her eyes again. "Well, the last time was when Stephanie and I were sunbathing a couple weeks ago. You were in the window watching us, we could see you."

"Oh shit." Lionel said softly. I just laughed.

"The time before that was when I was taking a shower. You said you had to come in because you had to piss real bad, remember?" By the look on Lionel's face I could tell he did. "I thought you were taking forever and I peeked out the shower door. You were standing over the toilet; you're head back, grunting, and your arm going a mile a minute. What were you doing, watching me through the frosted glass in the mirror?" Meredith made a tisk, tisk sound. "You may want to be more crafty in the future. I even found spunk on the back of the toilet."

"Dude, jerking off over your own sister. Sick, man!" I said maliciously just to get Lionel back for ratting on me. In fact, I sure couldn't blame him for it. She was so hot!

Meredith turned to me with a glint in her eye. "Well you're the one sucking your own dick. How pathetic is that?" I just stared at her blankly. "I mean, don't you guys have any girlfriends?" She looked from one of us to the other. We didn't answer. "Okay, so neither of you have ever done anything with a girl?" Again we didn't answer. She turned to me again and in a soft voice asked, "So you suck yourself just to see what it would feel like if a girl did it?" I nodded my head. "So what's it feel like?" She leaned back a bit, putting her arms out behind her for support.

"Well," I wasn't sure what to say. Lionel was looking at me interestedly. "It feels great."

"Just great?" Meredith raised an eyebrow. "Do you think it would feel better if a girl was doing it?" I felt my heart skip a beat as my prick began to jump.

"Well, sure." I said dopily. Meredith bit her lower lip as she seemed to size me up with her eyes. She turned to her brother.