Mark and I had been friends for over three years. We worked together at the same company and were inseparable because we found we had a lot in common. We had the same number of kids, unhappy with our wives, and both agreed had we met when we were younger we more than likely never would have gotten married. As Mark and I grew closer, I felt I had to admit to him that I was bi-sexual. I wanted to be honest, as I did not want this growing friendship ruined one day if he found out it had been built on false pretenses. I told him during our lunch hour as we were driving back to work explaining if we were to be best buds, I felt I had to be honest. He was uncomfortable with it initially, squirming around in the seat of the car as if he was wanting to jump from a moving vehicle. But, as we talked more he decided he was okay with it as long as I understood sex between he and I was most definitely not a possibility. I assured him I valued our friendship and explained I would never want anything to jeopardize that friendship. Our friendship grew even stronger with the truth out and we both seemed to be more relaxed with one another. We both discussed our sex lives past and present and I have to admit hearing him tell his stories really turned me on. Mark is an extremely handsome man, a man's man. All the women at work were attracted to him and all the men wanted to be around him. He was the quiet type, shy but sure of himself and very athletic. He was a total jock in high school and never had a problem getting laid. I on the other hand was the outgoing one, athletic, but not the total jock like Mark. People wanted to be around me because of my sense of humor. Mark is 35 with dark brown hair, the deepest blue eyes standing at 5'9" tall, weighing 195 solid pounds, muscular build with a 32" waist and a mustache. He had a smooth physique with no hair on this chest. I am 30 stand 5'11", weigh 160 pounds have light brown hair and brown eyes and have a smooth swimmers build with a 30" waist. Mark and I always made trips to Kansas City just to get away from our families, unwind and be together getting drunk, stoned and cruising the bars for women. I had developed a huge infatuation with Mark. I was totally obsessed and always fantasized about having sex with him whenever I jacked myself off. On our drives to work I began talking more and more about my sexual drive, how I was always horny and how I loved to masturbate. I would bring up sex all the time just to get him into the conversation because it got me hard talking with him about sex. Eventually I began to notice whenever I would discuss sex, he would have one hand resting on his thigh and would begin thumbing his dick through his pants when ever sex was brought up. Man, I looked forward to our next trip to Kansas City. Just seeing him strutting around in his underwear, with that muscular bubble butt of his, made me hot. I always snuck peaks at his big, firm pecs when he wasn't looking. October rolled around and we scored tickets for the Chiefs. We made hotel reservations so we could hit the clubs the night before, spend the night in Kansas City and hit the game the next day. We always planned on spending the night so we could get away and relax, party and have a good time. We enjoyed each other’s company and desired to be with one another every chance we could get. I know some at work thought we were having sex, but we weren't, he was too much of a heterosexual to ever fathom having sex with a man. My wife even accused us because of how he always came up with ways for us to be together. We put our friendship above the relationships we had with our wives. I was content just being with him, near him, smelling him and periodically seeing him in a pair of gym shorts or his underwear. That Saturday night we hit quite a few clubs. Both had been drinking quite heavily and smoking a little weed. We both admitted how weed made us both horny. After hitting a few bars and getting totally smashed, we were not having any luck with picking up women (which was always the plan). We went to the last bar before they all closed. The bar had this couch near the bar and on this couch was a hot little stud with his girlfriend really getting down. They were kissing and fondling each other, practically having sex right there on the couch. The music was loud so you had to either yell to hear one another or get right up in the other's ear just so you could hear. I placed my hand on Mark's strong shoulder and leaned in to his ear with my nose just touching it. I told Mark how watching those two were really making me horny. He turned to my ear and agreed he had a hard on. The lights came on and they called out last call. We decided it was time to leave, as did many others. On our walk back to the car we were walking behind a group of young women. I was drunk, stoned and thought what the hell so I asked if any of them wanted to continue to party with us. They turned around and politely declined. Mark looked at me and said, "You tried, man." He always called me man, or when I did something which made him proud he would say, "Yeah, baby," or "That a way, kid." He had no idea how much that turned me on. Mark drove my car back to the motel because I knew I was too fucked up to drive. When we got to the room, we both did as we always did, and stripped down to our underwear. We had a cooler in the room as we always had extra beer in case we did score. So, after opening our beers and smoking some more weed, we sat on the beds talking. I was sitting up on the edge of mine facing him and he was laying back on his bed with his head propped up on the pillows with his strong, muscular legs stretched out before me. I so badly wanted to take a look at his bulge but was afraid he would catch me, so I maintained eye contact because at least I could sneak peeks at his firm, tanned pecs. I took one more hit as we just chatted about nothing and handed him the pipe. He declined saying he was beginning to feel a little freaky. I said in a discouraging tone, "oh." He said that he wanted to get freaky, so I told him to have another hit. Then he replied that it was too late he was already there. I had no clue as to what he was talking about or what freaky was. I asked if he wanted to watch some more TV or if he wanted to get some sleep. As I was looking at him, he replied he didn't know and I noticed he was rubbing his dick with his hand through his underwear. He had a very nice bulge as I was kind of forced to look. He looked at me and said he was really feeling freaky. I laughed and asked if he said freaky or frisky. He smiled back and said he was feeling a little bit of both. Shit, I didn't need a brick to hit me up side the head to figure out what he was talking about, so I moved from my bed to his and crawled up between his legs. His tanned, slightly hairy, warm, muscular legs felt good against the sides of my body; I felt at home. He didn't try and move away, he just kept rubbing his now growing bulge. I pushed his hand out of the way and pressed my face into his crotch, inhaling deeply trying to take in his scent and he smelled like heaven.--kind of a raw, manly sex, musky scent. I turned my head to the side, opened my mouth and engulfed his dick through his underwear and my lips rested on both sides of his dick like a hotdog in a bun. He began to moan as he closed his eyes, put his hands behind his head and let me do what I had always fantasized about doing. His underwear began to get moist as it became soaked with my spit. I could feel his dick growing and expanding further as I continued to worship his cock with my wanting mouth. I couldn't take anymore. I reached for his waistband and slowly pulled it down revealing a beautifully proportioned 7" cut cock. I licked the under side of his head with my tongue tasting his dick, licking a little bit of precum. I looked up seeing him with his head rolled back moaning with pleasure. I laughed inside thinking, if your enjoying this little number; you are about to get your world-rocked buddy. I opened my mouth and took his dick into my hot, wet mouth. I held it there sucking desperately just on the head. He moaned louder and began to squirm on the bed. I very slowly and tantalizingly slid my hot mouth down on his dick until I had all seven inches into the back of my throat and my nose nestled into his pubes. I felt my dick hard as a rock and growing harder as it was sandwiched between my abs and the bed. Mark grabbed my head with both hands as he helped my head move up and down on his dick. I moved up and down slowly, then faster, then slow again trying to give him the taste of what a good blowjob felt like. He moaned loudly now with his mouth open, his firm chest rising up and down faster and faster to keep up with his breathing. I slowly licked my way down his dick and began licking his hairy balls. His moans became louder as my tongue made love to his boys. I began sucking them into my mouth.--back and forth each one at a time. Man, they felt like they were melting my mouth and I could tell by his squirming back and forth on the bed that he thought so also. Finally, I began to slide my tongue further down. Man, he smelled good. My tongue found his asshole and I began licking it with hard brisk strokes. By his moans I was afraid he was going to cum and I didn't want that, not yet. I began licking his hot tasty hole with my tongue. He cried out, "Fuck, man, fuck that feels so damn good." Suddenly he wrapped his legs around my head and pulled his legs in towards his crotch squeezing my head into his hot tasty ass. I stuck my tongue in as far as I could get it, while sucking out on the skin, which surrounds his ass. He cried out, "Fuck that's enough, you have me, I'm all yours, man!" It felt so good to hear that after wanting him for so long. I wrapped my arms around his thighs and dug in even further. My tongue wildly licking away while my hot mouth sucked his asshole inside out. I ate him out for what seemed like hours loving every minute; his musky smell, his moans, his groans as I pleased him more than he had ever been pleased before. He would occasionally say he’d had enough and would try and pull me off of his hole, but I held on like a leach refusing to let go. Finally in an almost whimper he begged me to stop saying it felt too good and he couldn't take any more. He was stronger than I and he managed to develop enough strength to grab me by the arms and pull me up off of my meal. He pulled me up on top of him to where I was laying on top of him. My chest against his, my throbbing hard cock pressing into his, his legs wrapped around mine. He was looking into my eyes and I looked back into his wondering what he was thinking, wondering if he was having any regrets. Suddenly he grabbed me by the back of the head and pulled my face to his. My lips pressed against his and our lips parted. Our moist hot tongues darted in and out of each other’s mouths as we kissed more intensely than I had ever experienced before. I explored his mouth with my tongue and he explored my mouth with his. Man, he tasted so sweet, but manly. We took turns making love with our mouths. He would fuck my mouth with his tongue and I would attempt to suck his tongue down my throat. Then I would fuck his mouth with my tongue as he attempted to suck my tongue down his throat. His arms enveloped me and he squeezed me tight. His hands caressing my back and finally down to my ass. Our lips never left each other as he began squeezing my ass. I could have laid there in his arms for hours kissing the man I had so long obsessed over, making hot passionate love to the man who was also my best friend. I had to have his cock in my mouth again, I had to taste his cock, I wanted him to cum in my mouth. I pulled away and he had a look in his eyes like a child who had just had candy taken from them. I quickly slid down his body before he had a chance to say a word and began licking the entire length of his shaft up and down. Circling the head of his dick with my tongue. Fucking the opening of his dick with my tongue. I looked up at him and told him I wanted him to cum in my mouth. He replied, "What ever you want, man!" I took his dick back into my mouth and slowly slid down on it until I had it all the way in my throat. I kept it squeezed deep in my throat with my nose buried in his smooth pubes. Then I pulled my mouth off half way and held it there not moving. He instinctively got the idea and began thrusting his hips upwards as he began fucking my mouth. I reached up and began pinching his nipples as he fucked my mouth. I ran my hand up to his mouth as he continued fucking my mouth. He sucked my fingers into his mouth. The feel of his tongue caressing my fingers as he fucked my mouth with his dick was so hot, so intense I felt I was about to shoot my load. He began lightly nibbling my fingers, licking them, sucking them into his mouth as he continued fucking my face with his hot, hard dick. His breathing became hard and heaving and I could feel his cock throbbing and stretching my throat. I knew he was close to cumming and I couldn't wait. I grabbed him by his sides and pulled him over on top of me so I was lying on bottom. His cock never once left my sucking mouth or hot throat. My eyes watched the bulging muscles of his biceps as he held himself up so he could watch his dick fucking my throat. His thrusts became faster and harder. I felt myself start to gag, but refused to give up. I would finish this if it killed me and I knew in my heart he was worth it. I grabbed him by the ass and helped him force himself down into my mouth. Suddenly he cried out, "Fuck, oh fuck" and I felt his cum shooting against the back of my throat. My mouth squeezed his dick like I was trying to snap a banana in half and I tried to squeeze and suck every ounce of cum out of him, I wanted to drain him dry. Mark rolled over onto his back and his cock never once left my mouth. He lay there trying to slow his breathing as I felt his dick begin to soften in my mouth. It seemed like only a few seconds, but it must have been minutes because I could tell by his breathing he had fallen asleep with his dick in my warm, moist mouth. I lay there happy and content with one of my fantasies finally being fulfilled, but I was not done. As Mark slept I began sucking on his cock again. I wanted it hard so we could have some more fun. Mark and I had shared stories of sexual fantasies, likes and dislikes, so I knew what he wanted and knew how to please him. He began to stir in his sleep as his cock began to harden in my mouth. He woke up looking down at me smiling with my mouth full of his cock. "Man, that was great," he said. He pulled me back up and began kissing me again. He rolled us over so he was lying on top of me. His smooth muscular body felt so good pressing my body into the mattress. Man, I was in heaven, no sex I had ever had with man or woman had felt as good as what I had just experienced. But, I knew we were a good match, I always knew. He kissed me and tongued my mouth with a force I had never felt before. My dick was so hard I thought it would explode, as it couldn't expand any further. Mark slowly slid down tracing his tongue across my chin and down to my neck. He began biting my neck and licked around to my ears. I could feel his hot breath breathing into my ears and thought I would cum without ever touching myself. He licked his way down to my nipples and took turns licking and biting each one. Man, I had never expected him to reciprocate. I was content just pleasing him, this was too much. He licked his way down further tracing between my pecs, down my abs and finally began lightly licking the head of my dick. I knew this was his first time to ever suck a dick and was afraid of how he would deal with it in the morning. Would I lose my best friend, or would he be cool with it? Suddenly, I felt his hot mouth engulf my dick and he let it slide into his mouth and he let it melt in his mouth. It felt so fucking hot I didn't care if I lost my best friend--this was so worth it. He tried to take me into his throat, but began to gag. I pulled his head off of my dick because I didn't want him to gag and I was close to cumming anyway. I said, "Mark, I want you to fuck me like you enjoy fucking chicks." He said, "How's that?" I said, "You know like you have spoken to me about." He explained he would need some lubrication. I rolled over and opened the drawer to the nightstand and handed him the tube of K-Y. I watched as Mark hovered over me, stroking the gel into his nice hard dick. Man he looked so hot with his pecs and biceps bulging as he worked his dick with the gel. He then slid his hand down to my ass and began smearing the gel into my ass. As soon as it was nice and slick he began fucking me with his middle finger. This was a dream come true. I told him, "Now your dick, Mark, fuck me with your dick, I want your dick." He pulled his finger out and positioned his cock at my puckered hole. He slowly, ever so slowly began to inch his way in to my inviting ass. Man, it felt so good as my hole was stretched open by my best friend's dick. He grabbed my legs and pushed them towards my chest as he continued to slowly shove his way in. As soon as I felt his balls against my ass I knew he was in as far as he could push. With slow strokes he began to work his cock in and out of my ass. He would gyrate his hips trying to hit every point inside of me. His rhythm picked up as he began to fuck my ass. I lay there speechless drenched in sweat as I watched him fuck my ass. I watched his muscles bulge as he continued slamming my ass. Fucking me harder, then harder, still harder. He would pull almost all the way back out and then slam his cock home again. I was in heaven, pure heaven. I had dreamt about this numerous times while jacking off at home, but not ever did I imagine it would come true. His face dropped towards mine as he began licking my lips, opening my mouth with his lips and sliding his tongue inside my hot mouth. Then he was fucking me at both ends, his dick in my ass and his tongue in my mouth. Our moans and heavy breathing filled one another's lungs; I became even more excited as I thought of his spit mixing with mine. I wanted every bit of him inside me that I could get. Suddenly, he pulled his face away, grabbed me by the sides and rolled me over onto my stomach. He grabbed hold of my thighs and brought me up into the doggie position. He rammed his cock back in as his thighs slammed into my sweaty ass. He fucked me like a rabbit, fast furious strokes. I was in heaven and not sure how much longer I could hold on without shooting. I bit my lip and I could see the reflection in the mirror behind us as I was looking upside down between our legs. Man, it turned me on to see the reflection of his muscular, bubble butt ass thrusting itself into the back end of me. His chest lay upon my back and his mouth hovered over my ear as I listened to both the sounds of flesh hitting flesh and his labored, warm breathing. I begged him to lie on his back and let me ride his dick. "Whatever you want, man," he said. He smiled, moved up next to me, rolled over on his back and lay there with his arms behind his head. I got on my knees and straddled him. I began lubing up his cock with the K-Y and smeared some all over my ass hole. I positioned myself over his dick and slowly began sliding my ass over his cock as it stretched me open. His hot cock felt so good up my ass as it filled me completely. I placed my hands on his firm, smooth muscular pecs and told him to fuck me. He grabbed hold of my thighs and began thrusting his hips upward, his cock ramming into my ass forcefully as I jacked myself off with his rhythm. His hot cock would pull almost the entire way out and then plunge all the way back in. I was licking my lips; his head was turning from side to side with his eyes shut as he fucked me up the ass. I felt his thrusts would throw me to the ceiling he fucked me so hard and it felt so good feeling the entire length of his cock plunging out and back into me. He looked into my eyes and said, "John, you know I have always loved you and wanted to do this." No words could have been received which warmed me more than those. I now knew everything would be all right. I told him I wanted him to cum up my ass as I came on his chest. I sat there riding his dick meeting his upward thrusts with my downward thrusts. His breathing became heavier and I knew he was close and didn't want this night to end. He grabbed me behind the head with his right arm, biceps bulging like he was doing a curl and pulled my mouth to his. We began kissing while he fucked my ass, his hot, forceful breaths filling my lungs and his moans vibrating my mouth. His thrusts became faster and he began filling my ass with his hot cum just as I began spewing my own cum all over his smooth, stomach and heaving chest. His breaths filling my lungs now with short forceful thrusts of passion as his upward thrusts began to slow. I was so tired and so worn out, I fell on top of him with my head resting on his cum stained, muscular chest as his dick began to go soft up my ass. Finally his dick slid out of my hole. We fell asleep with me on top of him and his arms around me so as to not to let me go. I was going nowhere. I was his for life, whenever, wherever--I would be there to please him.