My Best Friend

My friend and I have been friends ever since we were in kindergarden. But one night our friendship got a jump start. He had been gone for three weeks and when he got home he gave me a call to ask if I wanted to come over to his house for a sleepover. I wasn't doing anything so I agreed and I got on my bike and rode to his house. When I got there we watched a movie and his parents went to bed. We went down to his room which was in his basement. He has a computer down there and we started to look at some porn and we were both getting very horny. He started to rub his cock from the outside of his pants and some pre cum was already making a spot on his pants. We had both seen each other naked so I asked him if I could take off my pants and masturbate. He said that was a good idea and he did it too. We were both sitting in front of his computer looking at porn naked. He started stroking away at his cock and I started to play with my balls when suddenly he turned off the screen and got up and sat at the foot of his bed. He called me over and I stood in front of him and he laid back and told me to cum on his balls. I grabbed my cock and started to stroke. When I came I squirted my hot cum all over his cock balls. He stood up and said for me to get on my hands and knees. I did and he slid his cock in between my thighs. He started pumping and his cock was poking my cock and balls when he pumped. When he came his creamy cum covered my limp cock and balls. I laid on my back and he started to rub his limp cum covered cock all over mine as we laid there. He brought his balls up to my face and I sucked our mixed cum off. He then returned the favor and licked my cock dry. We just laid on his bed for what seemed like hours just cupping and feeling each others slippery and sticky cocks and balls. He felt my cock beginning to get hard again and stuck a finger in my ass and started to massage my prostate and stroke my cock. The feeling was incredible. I had never tried anal stimulation until then and it was awesome. I said I was about to cum and he inserted another finger in my ass even deeper and started to massage my prostate ever more and stroked my cock harder and faster. I said I'm cumming and closed my eyes and then he put his lips around my head and when I came he sucked all my cum out. I swear I came the hardest and most I have ever had. The orgasm was so intense that I felt light headed and had to rest for 10 minutes until I caught my breath. But what kept me aroused during that time was his running his tongue down my thighs and over my cock and balls. I asked how I could thank him and he said, "Let me cum on your face." I said ok and he knelt over my face and as he stroked himself his still cum covered balls slapped against my face and mouth. I could see that his arm was getting tired and I reached up and started to stroke his cock. It was sticky from dried cum so I licked it so it was slippery and began stroking again. His cock started to tense and he started pumping his cock into my hand and he squirted what was left of his cum into my mouth and in my face. He leaned down and licked his cum off my face and I leaned up and kissed up. He laid on his side next to me and we started to french each other and I swished his cum around in our mouths. We both started to grind our cocks together until we both orgasmed again. That time we hardly squirted any cum. We fell asleep wrapped in each others arms and our cum covered cocks tangled together between our legs. That ended our very first sexual activity with someone other than ourselves.