When I was 15 and in HS I'd stay at my friend's house alot on weekends and in the summer. He had a king sized bed and we slept together in our under wear - no big deal. His room was also pitch black since there was no window so that made sleeping together a bit less embarrasing protected by the fact that no one could see a thing. Being the super horny teenager I was, one night I got the idea to pretend I was dreaming and play with his dick some - any sex seemed like good sex. I'd pretend that I was dreaming in case he woke up - I didn't want to get busted since I had no idea how he'd feel about it. So as I was slurring my "dream" speech and touching his hip and slid my finger tips into the waist band of his underwear - I chickened out and stopped. Just couldn't do it even though I wanted to. I was too scared. It was just after midnight from the dim digital clock read out way across the room and at some point I drifted off but woke up later in that pitch dark with my underwear removed and him stroking my dick so magnificently. He was gripping it just right, squeezing and stroking just right, and at the right speed. His hand and my dick were drenched with my pre-cum which added the lube needed to make it feel so good. Now that I was awake I could enjoy the feeling even more of my friend giving the best hand job of my life. I was so turned on I was actually dizzy. I knew I was going to cum soon and was thrilled and worried at the same time. What would he do when I shot all over his hand an stomach? I mean he was actually pressed up against me - my dick was pressed between my stomach and his - I could feel it sliding around against him and it made me all the hornier. I had no idea he wanted this like I did and probably for the same reasons - just being an over sexed teen guy. A dozen or so more strokes and it happened - I shot all over the place. On him, me, the bed, everywhere. It felt like I came a pint and I swear I about passed out it was so intense and so pleasurable. While I was shooting he continued to stroke me slowly and at some point had put his other hand under my balls and was gently cupping them. God it all felt like euphoria - I was in heaven. As my orgasm subsided he massaged and played with my softening dick for a few more minutes then let go of it and rolled over to go to sleep. I also drifted off. I awoke again and the clock said just after 2 - and I could feel that he was lower down on the bed. Once I got my bearings I realized after I nudged him that his face was near my crotch. Wow. My mind started reeling - like why was this happening? Did he want to suck my dick?? Instantly I was rock hard just thinking about it. I heard him quietly snoring so he was out - supposedly. I gently shifted closer to his face until I could feel my dick touch his face. So exciting - I was getting dizzy again. I felt around until I touched his lips so I knew where they were. He was laying on his side - so convenient I thought. I slowly rolled onto my side and put the tip of my dick to his lips - no response. Still just gently snoring. I felt my dick tip and felt precum on it so I smeared it all around to make it easier to glide my dick past his lips and into his mouth. I placed my dick to his lips and applied pressure - it went in a little. Then I pressed a little more - my head was past his lips and into his mouth. I could feel his teeth touching a little which also felt so erotic. My first time with my dick in a person's mouth and it was a guy - so hot. Little by little I slid about half of my 7 inches into his mouth. Then I just laid there enjoying the sensation. I would flex my dick and feel precum leaking out into his mouth. Wow this was so hot and erotic. And then - I felt his mouth squeeze in and envelope my dick and his tongue moved some. OMG I think he's awake I thought. Now what?? I'm busted. But then I understood it started out as him wanting to pretend to be asleep to entice me into it - but he wanted it as much as I did. His tongue was swirling around and he started to softly suck it. It was the most fantastic thing I'd ever felt. When he started gently moving his mouth slightly up and down my dick I knew he was awake and wanted it. But the pitch black of the room allowed us to pretend it was ok and there was no speaking or any of that. Dark as the room was I closed my eyes and just let it all happen. A few minutes in I felt it coming. Should I pull out? I decided not to - just see what happens. When he clamped his lips and mouth down applying max suction and flicked his tongue into the slit of my dick I exploded in his mouth. OMG it was the best. All he did was lay there and continued to suck and lick my dick. After I finally finished cumming and started to soften he sucked the rest of the cum out of my softening dick. It felt so good. After it was completely soft he sucked it for a few more minutes like a baby sucks a bottle nipple. I was so relaxed I dozed off. When I woke up and the clock said 730 and he was back beside me asleep still. When we eventually got up we never spoke of that but I have remembered it fondly all of my life. I'll tell the second and final time something happened later.