Steve and I had visited back and forth for years, and one our normal bedtime activities for several years had been tickle games where we took turns tickling each other to see if we could make each other move. We usually ended up tickling each other's crotch, and somehow frequently ended up naked in the process, but what little sex play we had was brief and nonspecific.

This time, however, it was to be different.

The second day Steve was there I happened to walk into my room in the middle of the day when Steve wasn't expecting me, and saw him laying on the bed with his shorts pulled down, rubbing his penis with his right hand. He seemed to be concentrating hard, and didn't see me. I watched for a minute, then quietly left. I wasn't sure what he was doing, but figured it must have been similar to what I sometimes did on my pillow, where I rubbed my penis until it throbbed. I'd been doing that for about six months, and loved it. Seeing Steve rub his penis was the first indication I had that other boys did that, and I got a boner thinking about it.

That night, Steve was gone, and I thought he wouldn't be back until late. Thinking about what I'd seen him doing that afternoon, I got a boner and the urge to use my pillow, so pulled down my underwear, rolled over, and went to it like I usually did. It felt good, and I imagined how it felt to Steve when he used his hand; the thought excited me. When I was about halfway done, with the feeling just beginning to become intense, Steve came in, earlier than I'd expected. "So you do it, too? He asked. It was more a statement than a question.

I was surprised and embarrassed, and didn't know what to say, so said nothing. I rolled off my pillow and quickly pulled my underwear back up, trying to hide my boner. Even though he'd seen me with a boner before, somehow it was different being caught in the act of using it on my pillow. My penis went limp almost immediately.

"Don't let it bother you," Steve said, as he began to get ready for bed. He stripped down to his underwear and climbed in.

I was still embarrassed, and didn't say much, but Steve talked as though nothing had happened, and soon we were tickling each other like normal. After a while, I was on my back while he tickled my stomach, and Steve's hand strayed down to my crotch, which wasn't unusual. I was limp at first, but got a boner pretty quickly. He rubbed his finger up and down it several times, then reached over with both hands and pulled my underwear off. My boner was sticking almost straight up. He then pulled his own underwear off, which was unusual; he usually waited until I did it while tickling him.

I could see Steve had a good boner, too. For the first time, I noticed his penis was quite a bit bigger than mine. He didn't have any pubic hair, and it wasn't as big as the big kids at the pool, but it was about four inches long, more than a third longer than mine, and bigger around.

Steve played with my penis for a few minutes, then said, "I saw you use your pillow; ever jack off by hand?"

Thinking of what I saw him doing earlier, I knew what he was talking about. "No, I've only done it with my pillow."

"Want to see how it feels?"

"Yeah."......(cont)