I lay there in the dark listening to the sounds of his deep breathing. I rolled over and snuggled up behind him in the spooning position. I entangled my fingers in his soft hair. I felt him stir as I traced the contour of his face. Both of us were completely spent from all the love making we'd done before we fell asleep in each other's arms, so I wanted to be careful not to wake him.
I moved more closely to him, and cautiously positioned my arm around him. I could feel the firmness of his abs through his t-shirt and felt the cheeks of his butt pressing into my crotch. I could feel his heart beating in time to my own.
I moved my arm down a bit to a more comfortable position, realizing with a start that my fingers had connected with the bare flesh of his stomach. I copped a feel before pulling his t-shirt down to cover the exposed flesh.
Without moving his head off the pillow, or moving any part of his body but his arms, he in one deft motion pulled his t-shirt up with one hand while repositioning my hand on his stomach once again. It startled me to find that he was awake, but pleased me that he showed me where he wanted my hand to be exploring him.
I pulled him more closely to me, breathing him in. My fingers traced lazy circles on his stomach, as my lips played gently on the back of his neck.
Still managing to lie completely still, he deftly undid the tie of his sweatpants with one hand. He then took my hand and positioned it inside the waistband of his sweats. I could feel the heat of emanating from his cock before my hand ever touched it.
As my fingers encircled it, I heard his sharp intake of breath. He slowly exhaled as I explored him with my fingers. The more I touched him, the harder and larger he grew. And the more labored his breathing became.
I reached down and squeezed his balls, and in an instant my lover turned to me and we locked in a most passionate kiss.
My hand still on his cock, exploring, he breathed into my ear, "What do you think we should do with this?" I responded by saying, "What do you want me to do with it?" He told me he wanted me to take him in my mouth.
I needed no further encouragement. My fingers still enciricling his now fully erect member, I pushed his t-shirt up to expose his muscular chest and flat stomach. I kissed and playfully bit each nipple. I licked him. Licked him right down to his navel. While still massaging his hot cock, I proceeded to stick my tongue inside his naval, which broke his resolve and resulted in a moan escaping from his lips. "Oh god, that feels so good!", he moaned. I licked him again, this time below his belly button, taking my mouth further south, toward his raging hard on. Unable to resist, though, I delved back into his belly button, shoving my hot tongue into it as deeply as I could. Expecting my tongue to land in a much different spot, my lover was surprised to find my tongue back in his secret spot, and this sent his cock pulsing with desire.
I wrapped my thumb and forefinger around the base of his cock and brought the head of his cock to my lips. My tongue darted out for that first taste of his manhood, and I was immediately rewarded with heavy drops of precum.
I wrapped my lips around his cock and began to suck him. Languidly. Taking my time. A slow sucking motion that started at the head of his cock and continued to the base then back to the head again.
My lover began to moan. "This feels so good. Oh god, don't stop. Please don't stop!" he begged. At the same time, he brought his hands to my hair, and began to move his hips. I held perfectly still and let my lover fuck my mouth with his wonderful cock.
As he got more excited, so did I. His moaning increased in volume, almost seeming to coincide with the movement of his hips. With the head of his cock touching the back of my throat, I turned my head to the side so that I could feast my eyes on my lover in the throes of passion.
His eyes were closed, both hands rhythmically gripping the sheets. His breath escaped in raggedy rasps. Again he moaned, "Oh baby, please don't stop. Please don't stop!" and suddenly, he orgasmed. His cum shot into my mouth and tasted like life's sweetest elixir. I continued to suck his cock as he came, making sure to drain every last drop from him. Swallowing all he offered me.
When he was spent, I left his cock and moved back up to the head of the bed. I kissed him hard on the mouth, letting him taste what he had just shared with me. We pulled the flannel sheets up snug around us, and fell asleep wrapped in one another's arms.
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