Note: This story was dynamically reformatted for online reading convenience.
 
 The following is a commissioned work of fiction.  Any resemblance to actual
events, and to persons living or dead, is purely coincidental.

   Dylan and Dustin

   It was a crisp Friday afternoon in the early spring as 10 year old Dylan
Parker made his way home from school.  As usual, he walk the distance
alone. He was a social outcast at school.  The avenues for popularity among
children's social groups were cut off to him.  He was small for his age,
smaller than any of the boys in his 5th grade class and smaller even than
most of the boys in the grade beneath him.  This, coupled with a certain
klutziness, made it impossible to play sports, which is how most of the
boys socialized.  The boys in his class also mercilessly tormented him for
his feminine appearance.  Dylan's wavy, light blonde hair that fell to his
shoulders and soft facial features, together with his stature, made him
almost indistinguishable from a girl.  His pretty-boy appearance may have
helped him fit in with the girls but for the fact that he was desperately
poor.  His father abandoned his mother when he was still a baby.  She was
unskilled and a high school dropout, she had to work two jobs to make ends
meet.  But still, Dylan was dressed in second-hand clothes from consignment
shops.  For this the girls teased him relentlessly.  Even the nerds in
school shunned him as "the poor kid."

   As he rounded the corner, his heart froze as he spotted a group of boys
from his class.  It was the same group that was the cruelest to him.  Bobby
was their ringleader.  He was a tall, athletic brunet whose hair was cut
close to a military style and was the MVP of their grade's football team
the previous fall.  The rest of the gang were his jock friends and various
hangers-on.

   "Hey fag!  Where ya think you're goin'!" Bobby shouted as soon as he had
seen him.  Dylan lowered his head and tried to ignore the taunts as he
walked past.

   "I'm talkin' to you!" Bobby said as he put both hands between Dylan's
shoulder blades and gave a solid shove.  Dylan's foot hit a crack in the
sidewalk and he stumbled to the ground.  As he felt a sting in his knee, he
fought back the tears that were starting to well in his aquamarine eyes. 
The gang of boys laughed uproariously at the spectacle.

   "Aww, the baby gonna cry now?" Bobby asked in a mocking voice, "Little
bitch." This caused the group to laugh even harder as they walked off.

   Dylan lifted himself from the ground and wiped the tears from his eyes.
He inspected his knee to find a small hole in his well worn jeans and a
scrape that was bleeding slightly.  His mother would be working until 2 am
at a small overnight dinner, so he'd have to clean it himself.  The
students had been told time after time at school assemblies to report
bullying to their teachers, but Dylan knew that nothing would come of it if
he did.  His teacher was tenured and nearing retirement, and after nearly
30 years of teaching she could not find any more shits to give.  She simply
wanted to finish out her last few years putting in as little effort as she
could without making any waves.

   After arriving home at his small apartment, Dylan wiped his knee with a
damp paper towel and set about making himself a snack.  There wasn't much
in the kitchen, but there was some peanut butter, jelly, and some white
bread.  The sandwich and some milk satisfied his meager appetite enough to
allow him to do his homework.  Being of above average intelligence, he got
most of the work done during recess while the other kids played, so he made
short work of the math and history that was left.  Normally he spent the
bulk of his weekends fantasizing about how much fun it must be to be the
other kids: going to sleepovers, playing video games, and having family
diners.  And the rest of the time he spent dreading the coming monday.  But
this weekend was going to be different, he had received a small MacBook the
other day from the kindly old man who lived next door.

   "I know your mom works very hard to get by, so I thought I'd help out,"
his neighbor said.  He was a stooped, white-haired widower who lived alone
with his small poodle.  "I got this thing from my daughter this Christmas,
but I got no use for it.  Can't hardly even turn the thing on." Luckily
there was a coffee shop on the first floor of his building which offered
free Wi-fi.  The signal was strong enough that he had internet access from
his room.

   It was after 11 and Dylan's eyelids were starting to get heavy.  His
eyes were also starting to strain from the glare of the screen as he
finally notice the time.  He had been playing online for over 6 hours now.
He was about to call it a night when a banner ad caught his attention.  The
headline for a video chatting site blared "Chat With People Your Own Age;
Make New Friends." His natural timidness made him hesitant, doubts flashed
in his head.  "There's gotta be someone out there that will be my friend,"
he thought.  "But everyone my age is probably asleep by now." After a few
minutes of dithering he decided to at least try it out.  After a brief
registration, he was ready to video chat.  He looked at the list of names
and descriptions that were available.  As he figured, at this late hour
there were very few kids his age online, most were either teens or adults.
Suddenly his heart fluttered.  He saw a profile for an 11 year old boy who
was online.  He paused for a moment, his hands shaking with anxiety, but
after bracing himself with a deep breath, he click on the invite button. 
The wait for the acceptance was only a few seconds, but it felt to Dylan
like hours.  Just when dejection was about to take hold, a chat window
opened and the green light next to the webcam came on.

   "Hi," the boy who appeared in the window said.  He had chestnut brown
hair that was nearly as long as Dylan's and a few faint freckles on his
cheek.  His bright smile, that seemed to glisten from light reflecting from
a set of braces, put Dylan at ease with the reassurance that he might be
friendly.

   "Hi," replied Dylan, trying to sound more confident than he was.

   "I'm Dustin, what's your name?"

   "I'm Dylan."

   "You're up awfully late," Dustin said with a chuckle, "Most of the guys
on here this late are old guys jerkin' off." Dylan only vaguely understood
what that meant, but he didn't want to look stupid to a guy he just met, so
he gave a quick chuckle to mirror Dustin's.

   "I'm just hanging out at home," Dylan said.

   "That's what's up.  I'm just chillin' too.  It's fuckin' dead tonight."
The casual swearing gave Dylan a cheeky grin.  Knowing that swearing is
supposed to be off limits to kids makes it very appealing, but since Dylan
hardly speaks to anyone, he doesn't really get a chance to use any of the
vocabulary he's picked up.  And since Dustin used it first, Dylan reasoned,
he must be cool and wouldn't be the sort to tattle to any adults.

   "Yeah, it's pretty dead around here too.  Nothing to do but hang out on
the computer."

   Dylan and Dustin continued to make small talk about school, family,
hobbies and such.  They traded complaints about their lives; Dylan about
what a bitch his teacher is (he had thought it many times, but he found
calling her a bitch out loud to someone else very cathartic) and Dustin
about what a pain in the ass braces are.

   "Any girls at your school you like?" Dustin asked.

   Dylan didn't want to tell him that he gets teased by girls, but he also
didn't want to lie to a new friend, so he came back with, "No, the girls at
my school are all stuck up."

   "Man, bitches are always stuck up!  What's wrong with em?" Dustin and
Dylan laughed and shared a few humorous theories about what might make
girls stuck up.

   The conversation went on for a few more hours, during which Dustin took
off his shirt so he could show off his muscles.  His tanned torso was
fairly well muscled for a boy of 11, Dylan could clearly see the outline of
his abs through the picture in the chat window.  He asked Dylan to do the
same.  Dylan was a little hesitant, he was skinny and, although he had a
flat stomach, his stomach didn't have any definition.  He took his shirt
off anyway and tried his best to flex what he had.

   "Not bad," Dustin said, "I got some weights I use in the basement, maybe
you could come over sometime and we could put some meat on your bones."

   "Sounds good," Dylan replied.

   The two boys talked for about another hour until Dylan heard the sound
of his mother's keys in the door.

   "I gotta go, My Mom just got home.  She thinks I'm asleep," Dylan said.

   "No problem.  When can you chat again?"

   "Tomorrow's good.  How about you?"

   "Sure.  About 9?"

   "Great!  I'll be here."

   "Hey Dylan, don't tell anyone about us chatting.  If they find out
you're taking your shirt off for a guy on the internet, they might get the
wrong idea," Dustin winked.

   "Good point," Dylan said, "I won't say anything if you won't."

   "Cool.  See ya."

   And like that, the window went dark.  Dylan shut down the computer,
stripped to his white briefs, and threw on an old t-shirt that used to
belong to one of his Mom's old boyfriends that he slept in.  He ran his
fingers through his hair a couple of times to mess it up a little and went
out into the living room to say hi to mother.  Sherri was tired and
disheveled, and would be going to bed shortly since she would get only 5
hours of sleep before she had to get up for work the next day.  They shared
a quick conversation, hugged, and parted ways, Sherri to the bathroom and
Dylan to bed.  He fell asleep quickly and had a restful night, knowing that
he had made a new friend.

   Dylan counted down the hours until 9 the next day.  He logged on and
found Dustin already online.  Like the night before, they talked for hours
until Dylan's mom got home from work.  They talked about this and that;
which of the X-Men's powers they'd most like to have, Dustin gave Dylan a
few pointers on building muscles without gym equipment, and they compared
which celebrity chicks they thought were hot.  Before logging off, they
made plans to meet again on the coming Friday night at the same time.

   In the weeks that followed, Dylan and Dustin would chat all night every
Friday and Saturday, and grew to know one another well.  During their forth
chat, Dustin revealed that he had an adult friend who was a professional
photographer and that he would model for him.  Dylan doubted him at first,
but Dustin sent him a picture.  It was of him shirtless in baggy pants that
drooped below the elastic band of his underwear, his hands behind his head
to show off his toned upper body.  With the professional quality and the
watermark in the corner, Dylan had to admit his friend's story was true.

   "Maybe you could do a little modeling for him," Dustin suggested.  "You
can meet him when you come over.  He's really cool, and you could pick up a
few extra bucks easy."

   "That sounds awesome.  Maybe I'll give it a try."

   Three weeks later, Dylan got some exciting news.  Dustin was going to be
in town for a cousin's baseball game next week and wanted to meet him in
person.  The park was only about a mile away from him apartment, Dylan
agreed to meet him there at 10 Saturday morning.  The week seemed to drag
by as he waited for the weekend, but finally Saturday arrived.  He didn't
bother telling his mom about his appointment since she was at work all day
anyway.

   Dylan left home at 9 that morning, to give himself plenty of time to get
to the park.  Even though Dustin knew he was broke, he had put on his best
set of clothing so that he could make a good impression, even though it was
only a pair of faded denim shorts and a vintage Sex Pistols t-shirt his mom
found in a consignment shop (she had bought it for herself but couldn't fit
into it's "women's petite" size).  His heart pounded as he walked.  He
could feel a lump in his throat grow as his nerves wore down his
confidence. He could hear the crack of bats and the murmur of the crowd as
he drew near the ballpark.  They had agreed to meet in front of the
concession stand behind the home plate fence.  Dylan made his way through
the hustle and bustle of parents and kids to their meeting place.  Then the
masses parted, almost like in a movie, and Dylan saw him standing there at
the counter.  Dustin Lewis was in a tight t-shirt with a shiny, silver
skull design and khaki cargo shorts.  Much like his upper body, his legs
were tanned and tone, slender with the faintest wisps of hair starting to
grow.  As he approached, he could see Dustin was more than a full head
taller than himself.  When Dustin saw him, he offered out his fist which
Dylan enthusiastically bumped.

   "So we finally meet," Dustin said in an overly dramatic fashion.  "Here,
I got you a coke." He handed Dylan a cup from off the counter, picked up
his own, "Let's get out of here so we can talk." Dylan followed him to the
hillside overlooking the field where people had lade out blankets to watch
the game.

   They sat on the hill talking for a few hours, not paying attention to
what was happening around them, until a large man walked up to them.  As
his shadow fell across the boys, Dylan finally noticed him with a bit of a
start.

   "Oh hey," Dustin said, "This is Jim, my friend I was telling you about."

   "Oh!  Hi, I'm Dylan."

   "Hi there Dylan," Jim said.  His voice was very deep but friendly.  Jim
was a tall man, over 6 feet, and broad shouldered.  Dylan could see through
his shirt that he was very muscular.  He appeared to be in his late
thirties, with thick, dark hair that had just a few hints of gray at the
temples.  "Dustin, the game's wrapping up.  You about ready to go?"

   "Shit man!  We just got here," Dustin said.

   "Yeah, well we got to get back.  We got stuff to do."

   Dylan felt dejected.  He couldn't believe he was going to have to
separate from his new best friend.

   "Hey, can't Dylan come with us?  We can bring him back tomorrow," Dustin
offered.

   "I don't know," Jim said hesitantly, "I guess if it's all right with his
parents."

   "Can you do it?" asked Dustin.

   "I could call my mom at work," Dylan said excitedly.

   "Well, we'll drive you home so you can get some clothes and ask your mom
then," said Jim.

   Dylan rushed up to the apartment alone to pack some clothes and called
his mom to ask permission.  Sherri was taken aback by the request, but was
thrilled to grant him permission to go on his first sleepover.  He ran full
speed down to the waiting car and jumped in the back with Dustin.  The car
turned out of the parking lot and headed for the highway.

   The 90 minute drive seemed to fly by for Dylan as he sat in the backseat
with Dustin talking.  About halfway down the road, he was informed that
they would be staying at Jim's place instead of Dustin's parents.  They had
a photo shoot to do, he was told, and since they can run late, it's just
easier for everybody if Dustin stays the night on those days.  Dylan was a
little disappointed at first, he didn't like the idea of having to share
his time with Dustin, until Jim offered to let him get in on it as well. 
Fifty bucks for just a few hours of work and he could keep the clothes he
wore, that sealed the deal.  "This," Dylan thought "was going to be an
awesome night."

   The car turned off the highway onto a country blacktop and continued on
for another 10 minutes.  Jim lived on an acreage about 5 miles outside of
town, secluded and with a thick greenbelt blocking the view of any
neighbors or passersby.  They pulled into the long driveway and up to a 2
story farmhouse.  Though the house appeared old, it was well maintained,
with fresh white paint and red trim.  As Dylan stepped out of the car his
lungs filled with the fresh country air, fragrant with cut grass and spring
flowers.  He hadn't been out of the city since the last school field trip,
and this place smelt much better than the dairy farm they were taken to. 
They immediately went to the kitchen were Jim fixed them all lunch, turkey
club sandwiches with chips and a soda, then told the boys that he was going
into town to get new clothes for Dylan to wear for that day's shoot.  After
getting his sizes, he took off and the boys settled into the living room in
front of the large flatscreen TV.  Dustin suggested they play a
first-person shooter that Dylan had heard the other boys at school talk
about.  Though he had never had the opportunity to play video games before,
like most 10 year old boys, he picked it up quickly.

   Several hours passed by as the boys played games, switching between
killing zombies and playing interactive tennis, when Jim came home from
shopping.  Dylan's heart fluttered when he saw the bags Jim carried through
the door.  They were bags from all of the designer brands that the rich
kids wore and got at the mall.  An evil grin crossed his face when he
thought about the looks on all of the kids' faces when he walked into
school monday looking awesome in his new outfit.  Jim also brought chinese
takeout for dinner, a nice variety of entrees and fried rice.

   "And I brought a little something for my models," Jim said as he reached
into a paper grocery bag.  He pulled out 2 6-packs of wine coolers.

   "Sweet!" said Dustin "Did you get the raspberry?"

   "And the strawberry-kiwi," he replied.  "Have you ever had these before
Dylan?"

   Dylan had never had any kind of alcohol before, he was a little nervous
and also a kind of excited.  If he did drink some tonight, he was probably
going to be the first boy in his class to have any.

   "No," he answered.

   "Well, you're free to have some.  I like to provide some for my guys."

   "Yeah," Dustin added, "Models gotta drink a little during shoots.  Keeps
us loose."

   That sounded reasonable to Dylan, plus he didn't want to look lame in
front of Dustin.  After they finished eating, Dustin and Dylan went back to
the living room to play more games as Jim went into the studio to set up
his equipment.  After an hour Jim came in and told them it was time.

   He handed Dylan the bags from the mall and said, "Here's your stuff
Dylan.  Dustin, your's is already upstairs.  You boys go up and change."
Dylan took his bags and Dustin led him up to the guest room were he slept
when staying at Jim's.  Two separate outfits were already laid out on one
side of the bed and Dylan emptied his bags onto the other.  Dylan was
amazed by what he got.  Two new shirts, a t-shirt and a button down
short-sleeved one, a new pair of pants, new shorts, and a new pair of
shoes. Both boys stripped down to their underwear, Dustin was wearing grey
boxer-briefs and Dylan in classic tighty-whiteys.

   "You're looking, good," Dustin said, "You been workin' out like I showed
you?"

   "Sure have," Dylan blushed.  He couldn't help but look over his friend's
cut, muscular body and mentally compare it to his own.  It made him a
little self-conscious, but the compliment eased it a little.  He had been
working out, and he did look more toned, but he was still much skinnier
than Dustin.  They both put on the long pants and t-shirts and ran back
downstairs carrying the rest of their clothes.

   Dustin led him through the kitchen and to a door on the far side. 
Opening it, they went down a set of wooden stairs to a finished basement.
Half of the room was taken up by a photography set-up.  A light blue
background cloth wrapped around 2 sides of a gym-mat on the floor.  Three
lights with those reflectors that look like umbrellas were set up along one
other side and JIm stood behind a camera mounted on a tripod.  An HD video
camera sat on a tripod off to the side.  Off in the corner, Dylan could see
2 computer monitors that were displaying what the cameras were pointing at.

   "Let's put our other outfits in here," Dustin said as he walked through
a door just off the stairs.  Turning on the light revealed a well stocked
home gym.  "This is where we'll change between sets."

   As they walked back into the studio, Jim handed them each a wine cooler
from out of a small fridge next to the stairs.  "Here you boys go," he
said, "Ready to get started?"

   As Jim went back to adjusting the lights, Dustin kicked back a big gulp
from the bottle, and let out an exaggerated "Ahhh." Dylan took a sip from
his.  He was pleased with the syrupy, sweet taste of raspberries but
noticed a strange twang that he figured must be the alcohol.  Before he
could think too much about that strange taste, he felt a pleasant warmness
in his belly.  He took a few more sips and the warmth grew and he felt a
lightness in his head.

   "Alright, let's make some money." Jim said.  He put on some techno music
and the boys stepped in front of the cameras.  Jim gave them directions on
where to stand and what poses to strike, saying things like "look pouty"
and "show me excited, like you're opening a present" all to the sound of
flashes of the lights.  This all seemed to Dylan like they were just
goofing off, hanging out with Dustin and getting paid made it all the
cooler.  He then told the boys to lose the shirts.  Normally Dylan would be
too self-conscious to do that in front of a camera, but with the excitement
of playing around with Dustin and half of a wine cooler in him, all
inhibitions were out the window.  Both boys quickly took off the t-shirts.
"Wait," Jim said reaching over.  He tugged Dylan's pants down so that the
elastic of his underwear showed, "That's better." More posing and dancing
around.  Soon Jim told them that this set was over and to go change.  Both
boys went into the gym and threw on their second outfits, shorts and the
button down shirts.  Dylan polished off his wine cooler and Dustin started
on a new one.

   "You gotta try the strawberry-kiwi next," he told him.

   "Okay," he said.  He reached into the fridge and pulled one out.  He
liked this one even better than the raspberry.

   The second shoot started much the same way as before, posing and making
different expressions.  Jim had the boys unbutton the shirts so he could
see their abs and chests.  After more photos, he had them lose the shirts
altogether.  They posed and flexed for the camera a while longer, then Jim
told them it was time for the beach set.  He tossed Dylan a red speedo and
Dustin a blue one.  A look of anxiety crossed Dylan's face.

   "Don't worry dude," Dustin reassured him, "Standard stuff."

   The boys went back into the gym.  Both of them took off their shoes and
socks.  Dustin stood up and, in a single motion, pulled down both his
shorts and underwear.  Dylan tried not to look at his friend's nude body,
but he was curious as he had never seen another boy naked before.  He
glanced over and saw that Dustin was tan all over except a milky-white
tan-line that started an inch below his belly button and wrapped around his
upper thighs and covered his pert bubble butt; this as opposed to Dylan,
who was white all over from mostly staying indoors all of the time.  But
what caught Dylan's attention the most was his friend's penis, which
pointed straight out.  It stood there about 2 and a half inches long with a
light purple, mushroom shaped head and a single blue vein that ran along
the side, above 2 little balls that hung down like 2 acorns dangling in a
white rubber pouch.  This made Dylan more self-conscious than Dustin's
muscles, his penis was just over and inch long, also with a light purple
head, but his never got hard.  He knew from health class what an erection
was, but he had never had one yet, and his balls still clung close to his
body.  He threw on his speedo quickly, hoping Dustin wouldn't notice him.

   They walked out into the studio.  Dylan immediately saw that Jim had
taken off his shirt.  He thought that was strange, but the lights were
making the basement warm.  Jim was big and brawny.  He had a light mat of
dark hair across his large pecks, and around his belly button that led down
into his pants.  Some more wine cooler and they were ready to pose.  More
expressions and flexing.  But this time, Jim suggested they try wrestling
with each other.  They rolled on the ground laughing and squealing like
mad. Dylan tried wrestling the bigger and more powerful Dustin, but kept
getting flipped on his stomach.  He could feel Dustin's hard dick poking
him in the leg and butt every time their bodies pressed against each other.


   The 2 boys wrestled and drank for almost and hour, even after the
flashes of the camera stopped.  Then the order came, "Alright, why don't
you lose the speedos." Dustin sprang up and peeled his speedos down to the
floor, and kicked them at the camera.  Dylan's head was too light from the
drinks to resist, so he too unsteadily rose to his feet and took down his
speedos.  He threw them in the direction of the camera, but fell short of
their target.  They both danced and giggled.  They tried to hold each other
in a pose but fell to the floor giggling even louder.  "Face each other on
your knees," Jim told them.  "Good now Dylan, hold up your wiener like
Dustin's, and touch the tips together." They followed instructions, and
Dylan felt a rush of energy when they touched their dicks together, the
camera snapped several quick photos.  They both giggled again.  "Now give
each other a big kiss." Dylan closed his eyes and puckered up like he
kisses his mother.  Dustin laughed and put his 2 fingered on Dylan's chin.
He pressed down gently so that Dylan's lips were barely parted.  He then
pressed his mouth against Dylan's.  Dylan could feel Dustin's tongue
lightly probing inside his mouth and the gentle poking of his braces. 
Dylan mimicked Dustin's actions, rolling his tongue along into his friend's
mouth.  The camera flashed madly as the 2 boys shared a long, passionate
kiss.

   After the kiss ended, Jim stepped out from behind the camera.  Walking
over, he took the video camera off of its tripod.  He stepped to the edge
of the mat.  "Well, we made our money.  You ready to make art now?" Holding
the video camera in his left hand, he unbuttoned his pants and undid the
fly with his right.  From the mass of hair, Dylan could tell he wasn't
wearing underwear.  He pulled down his pants and Dylan was shocked by what
he saw.  Jim's rock-hard cock sprang out of his pants.  It had to be over 9
inches long, ending in a rounded, reddish-purple head, covered in bulging
blue and purple veins, and was as big around as Dylan's wrist.  It had
bushy black hair around its base and 2 huge, pendulous balls that bounced
as he walked over.  Jim was bronzed all over, including his cock and balls.

   Dustin, already on his knees, scooted over to Jim.  He grabbed the
middle of the long shaft and pulled it to his mouth as Jim held the camera
to catch all of the action.  He circled the head with his tongue three
times and then opened his mouth wide, The massive member disappeared up to
Dustin's hand.  He bobbed his head back and forth, the dick moving in and
out, slurping each time it withdrew.  Jim tilted his head back and moaned.
Then he looked over at Dylan.  "Dustin, don't be greedy, let your friend
have a turn." Dylan's face flushed.

   "C'mon dude, it's really fun," Dustin reassured him.  Nervously, Dylan
walked over and got on his knees in front of Jim.  He reached out and took
the shaft, it felt hot in his hand.  He licked the head three times, just
as he had seen Dustin do, and tried to get the huge dick in his mouth.  He
stretched his jaw as wide as it would go, he got it a few inches into his
mouth.  He could taste the salty sweet pre-cum seeping from the hole.  He
felt Jim's hand on the back of his head.  Jim gave his pelvis a thrust and
shoved his cock as deeply down Dylan's throat as it would go.  Dylan gagged
and reared back, nearly throwing up.

   "Somebody's got a shallow throat!" Dustin teased.

   "That's okay for a first time," said Jim.  "Why don't you let him
practice on you?"

   "Sure," Dustin said.  He placed his hands on Dylan's shoulders and
gently put him on all fours in front of him.  Dylan could see his friend's
dick up close now.  He parted his lips and took Dustin's hot little stiffy
into his mouth.  Dustin slowly thrust his hips, fucking his little friend's
eager mouth, the sweat on his hairless balls caused them to stick to his
chin.  Dylan looked up and saw that Jim was doing the same to Dustin.  As
the huge bronze member thrust in and out of his throat, Dustin's fucking
got faster and faster, and his balls tightened closer to his body. 
Suddenly a stifled moan came from his full mouth and his already hard ads
tensed even more.  Dylan tasted a trickle of salty liquid from out of his
dick-hole.  Dustin pulled his cock out of Dylan's mouth.  It started
shrinking down to the size of Dylan's.

   "You like the taste of that sweet boy-cum?" Jim asked.

   "Yeah!" Dylan smiled.

   Jim pulled out of Dustin's mouth and told him, "Stand up and let's see
if we can't get that thing hard." Dylan stood up and Jim knelt down on all
fours.  He took Dylan's soft dick between his thumb and forefinger.  He ran
the tip of his tongue up and down the dick-hole.  Dylan felt a rush through
his body.  Dustin knelt down behind Jim and took his huge balls into his
mouth, rolling them around and sucking, and stroking the shaft of Jim's
cock.  With his free hand, Jim rubbed Dylan's tight nut sack, his index
finger moved up slowly to his puckered asshole.  As his finger massaged the
rim, Dylan clenched his tight little ass cheeks.  He felt a new warmth in
his belly, then a spasm deep from within as he had his first dry orgasm. 
His dick never really got hard, but Dylan felt an exhilaration.  "Alright,
I guess it's my turn," Jim said standing up.  The 2 boys got on their knees
in front of him, stroking the shaft and massaging the balls, and took turns
taking the cock in their mouths.  Jim watched with satisfaction as the 2
preteen boys sucked and stroked his big dick.  Jim's large balls tightened
in closer to his body.  He grabbed his cock from them and started jerking
it furiously.  He moaned loudly and a stream of hot, white cum shot from
his dick and across the angelic faces of the 2 naked boys.  Dylan was
surprised at first, but Dustin's laughter made him laugh too.

   "That was amazing," Jim stated with a sigh.

   "It was really fun.  Did you like it Dylan?"

   "Yeah," Dylan said, "I liked it."

   "It's getting late," Jim said turning off the camera, "you boys should
get cleaned up and head to bed."

   The boys rushed upstairs, Dylan's head swimming with endorphins and
alcohol.  They washed the cum off their faces in the upstairs bathroom,
brushed their teeth, and crawled naked into the bed in Dustin's room.

   "Do you and Jim do this a lot?" Dylan asked

   "We do it all the time."

   "What do your parents think?"

   "Can I tell you something?" Dustin asked.

   "Sure."

   "I actually live with Jim," Dustin confessed.  "He bought me off of my
mom when I was real little.  She was a crack-whore or sumthing.  I've been
here ever since.  But it's cool, he doesn't make me go to school or
anything lame like that, and we have all these cool games"

   "That's cool," Dylan said.

   "Yeah, I'm glad I could tell you that," Dustin whispered, "and I'm glad
I could share tonight with you." The two boys then drifted off to sleep in
each other's arms.  The boys awoke early the next morning to the smell of
bacon cooking on the stove, Jim had prepared them a nice, hearty breakfast.
Dylan's eyes strained in the morning light, he had a terrible headache. 
Dustin assured him that that was normal for a morning after a night of
drinking, and it quickly went away after an aspirin and a glass of orange
juice.  More video games followed and then Dustin took him downstairs for a
workout in the basement gym.  But by mid afternoon it was time for Dylan to
return home.  The boys pleaded to let him stay another night, but Jim said
that since it was a school night, they needed to take him home.

   During the car ride home, Dylan and Dustin made plans for their next
meet-up.  Jim said that he would like to do another shoot with the both of
them, but he'd need a couple of weeks to set it up, so they planned for
another sleepover two saturdays from then.  As they pulled into town,
Dustin's expression grew more serious.

   "Listen Dylan," he said gravely, "you can't tell anyone about what we
got up to last night.  If anyone, even your mom, finds out, Jim would get
in big trouble and we'd probably never be able to see each other again."

   Dylan swore that he would tell no one, and that his secrets, all of
them, were safe with him.  The pair shared a hug when the car pulled into
the apartment parking lot.  They said their good-byes and made plans to
chat online that friday.  Dylan took the bags and made the trek up the
stairs to his apartment and hid the $50 that Jim had given him for
modeling. That night, when Dylan went out to great his mom, he stayed true
to his word and told her only about the video games and the gym.  When she
asked about the new clothes, he told her that they were clothes that Dustin
had grown out of, and that their new condition was just because he hadn't
worn them very often.  Sherri didn't like the idea of a stranger giving her
kid hand-me-downs, but since she new that she could never afford designer
clothes like that, she just decided to roll with it.  The next morning,
Dylan received an email from Dustin.  He had sent him a picture from their
shoot, of them in their shorts and button-down shirts, standing with their
arms around each-other's necks.

   To say that Dylan's new shirt and shoes turned heads at school the next
day would be a definite understatement.  As his confidence grew from his
online friendship with Dustin, the bullying had become less frequent, but
now having physically spent time with his friend, his outlook changed
completely.  He even got invited to sit at a table during lunch.  It wasn't
exactly the cool kids' table, but it was still a great step up from before.
But even with his increasing popularity making school less hellish, Dylan
was still impatient for the next time when he could get together with
Dustin.  He counted down the days to the weekend, and then the hours until
their chat session.  After the weekend, Dylan counted the days to saturday
morning when Jim and Dustin would pick him up.

   When saturday arrived, he could hardly contain himself.  He arose early
and got his things ready to go, then waited at the window looking for Jim's
car to pull in.  After what seemed like an eternity, he finally spotted
them pulling into the parking lot.  He picked up his things and bolted down
before Jim even had time to put the car in park.

   This saturday night started off much as the last one.  The boys played
video games while Jim ran into town.  He told them it wouldn't take him
nearly as long since he was just running for food, he had already picked up
new outfits for the both of them during the week.  He brought back a couple
of pizzas this time, along with some 2 liters of soda and 2 more six packs
of wine coolers for later that night.  After a few hours to let dinner
settle, it was time to make some more money.

   As the last session had gone, each boy had 2 outfits that they modeled;
posing, flexing, and generally goofing off while Jim snapped off pictures,
all the while drinking either black cherry or grape wine coolers.  The only
difference this time was, when the second outfit had been modeled, instead
of speedos Jim tossed them each a pair of fresh white briefs.  Jim snapped
more pictures as the boys wrestled and played in their underwear.  And this
time, when Jim told them to lose the underwear, there was no hesitation or
anxiety from Dylan.  He had been looking forward to this part of the night
and stripped nude just as fast as Dustin.  More wrestling and dancing as
the camera snapped.  Then, as before, Jim took the video camera in his hand
and stepped on to the mat.  He pulled his pants down, his massive erection
springing up as they fell, and Dylan could see that Jim's balls must have
recently been shaved as they were now as hairless as his own.  Dylan fell
to his knees, ready to take Jim's man-meat into his hungry little mouth,
but Jim had other ideas.

   "Wanna show him your trick?" Jim asked Dustin, bending over and pulling
a small plastic bottle from his pants' pocket.

   "Sure," Dustin replied seductively, "he'll love it."

   Dustin got down on all fours and arched his back, propping himself up on
his elbows and lifting his round milky ass into the air.  Jim got on his
knees behind him and squirted oil from the bottle onto his shaft.  After a
few strokes, he pressed the head of his dick against Dustin's tight little
anus.  Dustin closed his eyes and bit his lip as his hole stretched to
accept the rock-hard man-cock.  Once the head penetrated Dustin's anus, the
well lubed shaft glided easily all the way in up to Jim's dark bush.  Dylan
watched in amazement as his friends ass took this monster cock.

   "Oooh, you gotta try this dude," Dustin moaned.

   "You like getting your tight boy-pussy fucked, don't you?" Jim said.

   "Oh yeah daddy, fuck my pussy deep!"

   "Dylan's way too tight to take a cock," Jim said, "He hasn't been
daddy's little slut as long as you."

   Dylan felt a little hurt that Jim didn't believe he could take it like
Dustin.  "I bet I could too," he said.

   "Let's try something," Jim smiled.  He motioned for Dylan to get on all
fours next to Dustin.  He got down and arched his back as his friend had
done, lifting his cute, tiny butt eagerly.  Jim started rubbing his oily
index finger around the outside of Dylan's sphincter.  He could feel the
virgin tightness as he worked his finger up to the first knuckle.  Dylan
gasped as the large, man-sized digit broke through his cherry hole.

   "Just relax your muscles Dylan," Jim said.  Dylan tried to relax as his
ass stretched to accept the second knuckle of his finger.  Finally Jim had
his finger all the way inside the boy's anus.  Dylan squeezed his eyes
closed as felt it pressing against the inside of his body.

   JIm looked down, making sure the scene was within the video camera view
finder, at his 2 boys.  "My little boy-sluts love to get ass fucked, don't
they?"

   Dustin looked back over his shoulder.  "Dylan sure does," he said, "his
dick's hard as a rock." Dustin was right, the pressure on his tiny prostate
had caused Dylan to get his first erection.

   The sight of these 2 preteens enjoying their anal penetration proved too
much for Jim.  He quickened the pace of his fucking, rocking Dustin back
and forth with each thrust.  Grabbing his dick by the base of the shaft, he
pulled out from the boy's puckering asshole and with a few strokes, he
moaned loudly and let a stream of hot cum fly onto Dustin's smooth, tan
back.  He kept his finger in Dylan's tight virgin ass so that his little
dick would stay hard.  Dustin slinked around and crawled on his back
underneath the bent-over Dylan.  He looked hungrily at his friend's small
erection that had grown to over 2 inches, noticing the faint blue veins
just under the skin and light purple head.  He took all of Dylan's shaft
into his mouth, playfully flicking the head with his tongue.  Jim's finger
fucked Dylan's ass harder, so that with each thrust, Dylan fucked his best
friend's eager mouth.  Dylan quickly felt the warmth in his belly again,
and soon the spasms started jolting through his body as he dry-came in
Dustin's mouth.  Dylan collapsed on the mat exhausted.

   "Damn," Dustin said, "I was hopin' you'd be able to shoot some cum in my
mouth."

   "Give him some time," Jim winked, "and you'll be shallowing his huge
loads like a good little whore in no time."

   After a few minutes of recovery, the boys ran back upstairs for bed. 
They got cleaned off and climbed naked under the sheets.  Dylan curled up
with Dustin spooning him from behind.

   "I never got finished off," Dustin whispered into Dylan's ear, "can I
stick it in your butt."

   "Sure," he replied.

   Dylan lay there in the dark as he felt his friend's stiff penis squeeze
between his tight ass cheeks.  Dustin wasn't big enough to reach Dylan's
hole, so he slid it back and forth in his tiny bubble butt.  In less than a
minute, Dylan could feel Dustin's breath on the back of his neck quicken in
time with his thrusts.  Dustin gasped as his body jerked and Dylan could
feel drops of Dustin's thin, clear boy-cum trickle into his ass.  The pair
laid naked in bed kissing passionately until sleep overcame them.

   The next day, Jim drove a reluctant Dylan back home.  Like the last
time, the boys begged to have one more night, but Jim was firm.  However,
he told them that maybe, since school was letting out soon, Dylan would be
able to stay longer than one night at a time that summer.  That livened the
boys' spirits for the drive back home.  Since Dylan already knew the score,
the only instructions he got this time were from Jim.  He told him to
finger himself a couple of times a day so his asshole could take a bigger
load.  When he got used to one finger, try 2 and so on.  If he kept it up,
in 2 weeks when they met again he might be able to take Jim's dick.  Dylan
promised he would.

   When they arrived, the 2 boys shared a loving good-bye kiss.  Dylan left
the car and headed for his apartment with his new clothes and $50.

   The next 2 weeks passed uneventfully, with Dylan fingering himself as he
said he would.  Everyday after school, he'd rush home, lie naked on his
back and fuck his tiny asshole until he worked it open.  When he got used
to 3 fingers, he even started using a candle as a dildo.  He figured Dustin
would be proud of his ingenuity.

   Saturday finally arrived and Dylan was practically climbing the walls
when Jim's car rolled in.  He ran down with his stuff, and hopped in.  As
they headed off, Dustin and Jim told him that they had a surprise in store.
They wouldn't give him any details, except to say that they got a special
request for a set and that he probably wouldn't want to take the clothes
home this time.  Dylan was very curious as to what lay in store.

   When they got to Jim's, they boys entertained themselves with a new game
that had just come out as Jim went off into town again.  Hours later he
returned.  He brought in the food, fried chicken this time, and the drinks
but left the bags of clothes in the car so he could do a big reveal when
they were ready.  After a couple of hour of the boys sitting in front of
the TV drinking, Jim went out to to get the bags.  He came back in with his
hands behind his back and stopped and the doorway into the living room.

   "Alright," he said, "ready?" Dylan nodded in anticipation as Dustin
watched his friend's face to see his reaction.

   "Ta-da," he said, pulling a small white dress with lace along the edges
and a pink ribbon around the waist from behind his back.  It looked like
one of the dresses the preppy girls would wear to school on picture day.

   "No way!" Dylan exclaimed.

   "C'mon bro," Dustin giggled, "I got one too.  It'll be fun, I promise."

   With his friend's assurances and another wine cooler, Dylan agreed to
get dressed up as a girl.  Jim gave him the dress and the other bag and
went to go set up.  The boys followed him to the basement, Dustin's light
blue dress with shiny purple ribbons and accessories were already down in
the gym.  Dylan stripped down to his underwear and turned out the bag onto
a bench.  A pair of panties and a box of patent leather girl's shoes fell
out.  Dylan and Dustin held up their new panties giggling, they were pink
and light blue respectively.  They were like the speedos except they had
lace around the waistband and leg holes, and a tiny bow on the front.  They
took off their underwear and pulled the tight panties onto their naked
bodies.  They were tight enough so that the boys' little packages bulged
out, making the outline of their penises clearly visible.  Then they
slipped the dresses over their heads and zipped-up each other's back
zippers.  They stepped into their shoes and went out into the studio.

   "Well, how do we look?" Dustin asked, doing a cute, girlish little
twirl.

   "Almost perfect," said Jim, "Just one more touch."

   He had the boys sit on stools set up in the corner as he applied their
makeup.  Each boy got their lips painted with ruby red lipgloss, the apples
of their cheeks brushed with pink blush, and their eyelids smeared in blue
eyeshadow.  But the worst part, Dylan thought, had to be trying to sit
perfectly still as Jim applied mascara to their eyelashes.  When it was all
over, the 2 curiously turned to look into the mirror.  They couldn't help
but laugh when they saw themselves.

   "We look like we're on Toddlers and Tiaras!" Dylan shouted out between
giggles.

   Dylan looked feminine to begin with, but now he was indistinguishable
from a little girl; the black mascara highlighting his bright, soulful
aquamarine eyes, the blush and eyeshadow blended with his soft, smooth
facial features to camouflage any trace of masculinity.  Dustin was almost
passable, except for his arms, which were a little too cut for a preteen
girl.  The boys laughed and made kissy-faces like the pictures teen girls
post on Facebook.  Jim took them over to the computer and showed them
pictures of girl models their age, so they could see the type of poses
girls did.

   They stepped on the mat and started posing as the girl models did.  They
skipped and cocked their hips playfully off to the side.  JIm gave them
instructions like; "be sassy" and "now be sweet." He gave them each a
stuffed kitty to hold for cute poses.  Jim clicked hundreds of pictures,
then called the boys back over to the computer monitors.  He showed them
pictures of women from magazines, naked and in their underwear, and told
them that those were the type of poses they were going to do next.  The
boys slipped off their shoes, unzipped each other, and let the dresses fall
to the floor.  They went back on the mat in their panties and began
affecting the poses they had just seen.  They got on their knees with their
hands clasped behind their heads, then bent over and looked back over their
shoulder at the camera, all the while the shutter snapped feverishly.  Then
Jim had Dylan face his body off to the side and look over his shoulder as
Dustin knelt behind him, slowly pealing the pink panties off of his body.
Then Dustin laid down on his back while Dylan straddled him on his knees.
Dustin held his legs up in the air while Dylan pulled the panties up his
friend's thighs.  Now the 2 boys knelt on the mat nude.  Dustin's penis
stood tall and proud above his dangling sack.  He notice right away that
Dylan's dick had gotten semi-erect on its own.

   "Growin' up on me, eh?" he said bending over.  His crimson lips parted
and his tongue started making circles around Dylan's sensitive head.  The
sensation sent a thrill up Dylan's back, he could feel his cock stiffening
with each pass of his friend's skilled tongue.  The camera snapped
repeatedly.  Jim was able to take it no longer.  He sprang from behind the
camera and quickly shed his clothes.  His cock throbbed from the show his
little boy-sluts were putting on.  As Dustin started orally servicing his
adult master, Dylan sprang to his feet and went to Jim's pants to get the
lube.  He was excited to show off how well he had worked his boy-hole since
the last time.  When Jim saw Dylan bounce over with the bottle, he
immediately flipped onto his back, lying supine on the mat.  Dylan stroked
the oil onto Jim's huge dick while Dustin straddled his face, put his soft,
white bubble butt over Jim's head.  Jim pulled Dustin's cheeks apart and
began rimming the boy's clenched anus with his tongue.  Dylan straddled
JIm, Dustin reached out to hold his manhood upright.  Dylan then slowly
lowered himself until Jim's large, bulbous head pressed against his tight
hole.  With a deep breath, he relaxed his anus and let his weight pull him
down.  The massive member stretched Dylan's boy-pussy to capacity.  He
could feel the bulge of the head pass through as the sphincter tightened
onto the shaft.  It hurt, but at the same time felt so good to him.  He
slid down the shaft until all 9 inches was buried deep inside of him.  The
tightness of Dylan's ass drove Jim wild as he started rapidly
tongue-fucking Dustin.  Dylan's penis throbbed even harder as the man-cock
filled his rectum.  JIm reached out and grabbed Dylan by the waist.  He
started lifting the little boy up and down on his member, Dylan's little
stuffy slapping against the man's hairy stomach with each bounce.  JIm
could take only minutes of Dylan's hot young ass.  Pulling him down on his
cock as far as it would go, he erupted inside the little boy.  Jim felt
like he must have shot gallons of cum, and Dylan felt the strange feeling
of having a load of man-juice pumped into his small body.  The shrinking
dick made a slurping sound coming out as Dylan flopped onto the mat.

   Jim pulled his tongue from Dustin's boy-hole.  "You did that like a
pro!" he shouted.  "I've got the best little sluts ever."

   "Yeah," Dustin smirked, "let's go slut.  You're not done yet."

   Dustin straddled Dylan's head on his knees.  He leaned forward and took
Dylan, cock and balls, into his ruby-red lips.  Dylan lifted his head and
sucked Dustin's dangling sack into his mouth, leaving a red lipstick ring
around the base oh his nuts.  He then ran his little tongue up and down the
underside of his friend's dick, stopping to flick the head around the hole.
In minutes, the same warm feeling overtook both boys as they licked and
sucked each other.  Dustin bucked his hips as he came and, tasting the
salty sweetness of the small load, Dylan spasmed into his friend's hot
mouth.  Dustin even got a treat as a little clear, prepubescent boy-cum
dribbled from Dylan's cock and into his waiting mouth.

   "That was so awesome!" an exhausted Dylan exclaimed.

   "Fuckin'-A right!" Dustin shouted, "Did I not say that it was going to
be epic?"

   The 2 exchanged a fist bump and picked themselves up off the floor. 
They headed upstairs and showered off the sweat, cum, and makeup.  They
then crawled wearily into bed and quickly fell asleep holding each other.

   Next morning, after breakfast, the usual litany of complaints to let
Dylan stay "just one more night" started.  Jim assured the boys that, with
only 3 weeks left until Dylan's school let out for summer vacation, they
would have plenty of opportunities for longer sleepovers.  The drive home
passed quickly.  When they got to the apartments, they shared a long
good-bye kiss in the back seat.

   "Hey, good job last night, both of you," Jim said as Dylan reached for
the handle.  "Keep it up, and you'll both be stars before you know it."

   Dylan got out and headed for his apartment.  He reminisced about last
night and dreamily thought of his best friend ("does this make him his
'boyfriend' now?" he thought).  He couldn't wait for the next three weeks
to get over with so he could start what would most definitely be his best
summer ever.