Opposite Ways

Marie took a back seat to Shelly in the short term for my masturbation fantasies. I had many a sticky, gooey, self-induced cum explosion thinking about having sex, any sex, with that lean, tight, soft body. In my mind she was always positioned between my wide spread legs stoking me mercilessly as I watched those fabulous tits and erect nipples of hers dancing with every cock clenching stroke. So imagine my surprise when Ross told me she was going to sneak out of her house on our next sleep out and entertain both of us in the tent. Either his persistence or her curiosity after seeing his big dick in the pool that day had won out. The day of the sleep out was a long, hard, day for me. I was almost in pain from resisting the urge to jacking off so I would have a good load saved up to astonish and amaze her when she got me off. Night FINALLY arrived. We got in the tent and he had this idea to go without shoes, socks, or our briefs just shorts and tees. It was a good idea that would allow her quick access to our cocks and balls once it came time to be entertained. He also hung a small battery-powered lantern light at the top center of the tent so we could see every bit of Shelly during our mutual exploration. With the light up high there was no chance our shadows would reveal what was going on or that there were three of us in the tent. I tried like hell to see avoid seeing his dick for fear I couldn't help myself, start jacking and ruin my, what was sure to be, voluminous surprise for Shelly. Out of the corner of my eye though I could see it, half hard, wiggling as his briefs came down. He said, Hey! and I cursed because my eyes went from his face to his cock almost immediately. He rocked his hips back and forth making it swing to and fro and said, teasingly, oh Shel-ly. I felt the pressure at the opening of my cock that signaled a large drop of precum making its exit. It back flipped in the air as I pulled up my shorts, adjusted to miss the jeans zipper, zipped up and got back into a reclining position. Good thing for me he did the same soon after. Around Midnight From our outpost in his back yard we could see the light still on in her room and occasionally her silhouette framed by the rectangle of light behind her. I was excited about the possibility that this was really going to happen. Ross got impatient though and got out of the tent to take a walk to the front of his house. He came back cursing and said he saw her mom smoking a cigarette on her front porch. She must have suspected something was up. Something was UP alright, me! Maybe 2am The light was still on. There was still hope. He said they agreed that if she turned her light off she wasn't going to come over. We had killed the time by planning how we would position ourselves for the jackoff sleep out of the century. How amazing it would be to touch, caress, lick, and suck anything she let us. All the talk of positions, tit caressing, tit sucking, her sucking our cocks, and us touching her pussy (maybe) had the front of my shorts painted with large precum spots. He asked me if I was gonna make it. 3am or so? Her bedroom light went off. Left disappointed and with at least one aching hard on (mine) and just a few more hours until pre-dawn ended the sleep out, he got a wonderful idea to save the night. Lets do it opposite ways. Opposite ways? Yeah, head to foot. I didn't know at the time that this was called 69. The tee shirts and shorts were quickly abandoned and we placed ourselves, naked, hard, and over the top horny so our hands comfortably fell on each others cocks. It was better if we had our shoulders square to the ground and our asses flat to the ground. I had to reach over left handed after trying, and failing, to manipulate him with my right hand with my arm pinned to the tent floor. I really liked doing and getting done this way. We started art the same time too! Midway through my short, intense build up to orgasm he declared that my nuts had disappeared. They had drawn up far past the side of my dick and into my lower abdomen a testiclement to my level of excitement. The tightness of the shaft skin stretching to the fullness of my erection, the tingle, and the mild burn in my cock head were ever increasing in intensity. Just before I uncorked I slapped my back to the ground and thrust my hips and fucked his hand a few strokes until my legs quivered uncontrollably and my cock pulsed. And it pulsed and pulsed. The jizz went everywhere; me, him, and the tent floor. He cursed and mumbled something about Old Faithful. As my cock waned and I recovered I returned to stroking him. This was an interesting perspective: looking down, but up, at the bottom side of his equipment. I could feel and see the large lump of soft tissue that ran along the bottom of his shaft. His smallish balls were hanging sideways resting between his hairy upper legs. The deep hollow of his frenulum delta changing shape as the skin was pushed and pulled to and away from it. I could smell his excitement being not two feet from his instrument. It took longer for me to get him off because I was going at it arm-in-the-air and left handed but I didnt mind all. Seeing it this way it looked longer and the change of hand-perspective made it feel fuller. Turned on again by the whole thing he voiced his disbelief that I was up again and dallied (not stroking just feeling around) with my slippery, sticky rod. This felt good. I liked this opposite way shit. In time his balls pulled up, he grunted and his stomach muscles convulsed. Out it oozed, thick, globby, and yellowish white. He knelt up and turned off the lantern light and put on his shorts. I just lay there naked in the dark on my back with my legs opened up and bent like a whore. I didn't wait for the snoring and stroked to another gooey blast thinking about the night of opposite ways.