Note: This story was dynamically reformatted for online reading convenience. This is the true story of a blossoming love between two thirteen year old boys. I can tell the story, these many years later because I was one of those boys. I tell the story in first person because that's how I remember it. My name is Mike, I'm 13 years old. I think I must be a little cute at least, because the older girls at school seem to want to mess around with me. I have strawberry-blond hair and very blue eyes. My skin, though freckled, tends to tan easily so I don't look as much like a ginger in the summer as I do in the winter. I'm both short and skinny so I look much younger than I am. Most folks mistake me for a 5th grader and I'm going into 8th grade this Fall. I hope that will change when I have my puberty but I guess I'm a late bloomer because my body is exactly the same now as it was when I really was ten. Mark is my best friend. I don't remember how we met, it just seemed like i always knew him. He's Columbian but he looks like a white guy with blacker than normal hair and dark brown eyes. He's a bit chunky and kinda shy, but I like that. It kinda evens out with how much bigger he is than I am. Mark could easily pound me but he's really sweet and I don't think he could hurt a fly; not on purpose anyway. The first few weeks of that first Summer, Mark and I were inseparable during the day and went home when the street lights came on. Then we started just crashing over each others' houses. When I stayed at his house, we would pull the top mattress off of his twin bed and make it up on the floor. Mark slept there and I slept on the box-springs. Being normal boys, we slept in only our underpants. After all, neither of our houses were air conditioned. I remember the morning everything changed for Mark and me, and by changed, I mean for the better! We had gone to bed as usual the night before, me high upon the box spring in the bed frame, and Mark on the mattress on the floor. I awoke at twilight to find my hand had fallen over the side of the bed and was resting on Mark's stomach. At first I didn't move for fear of waking him and him having the wrong idea. Then, I had the wrong idea, if you know what I mean, and decided to leave my hand where it was for Mark to find. Rather than wake up as I had imagined he would, Mark shifted in his sleep, turning slightly away from me and pulling my hand over with him. Now my arm was laying over the side of his stomach and the tips of my fingers were brushing the waistband of his underwear. Taking a hint from him, at least I hoped it was a hint, I sighed and shifted position myself. Now allowing my fingertips to pop under the edge of his waist band. I knew as soon as I touched it that his thing was huge and erect, it had to be because I was already touching it and my fingers were less than the span of the elastic into his tighty whities. Abruptly, Mark's own arm came between his body and my hand and pulled it up and away forcefully. I was stricken. Had I let on that I was a homo and would my only friend now reject me? My heart pounded in my chest and my mind raced but my hand remained relaxed. Mark continued to move his hand down to his side and my hand fell back into place on his body. Only now, instead of having the fingertips touching the tip of Marks massive member, my hand was naturally cupping the whole shaft from the outside of his underpants. Again, I froze to evaluate the situation. Had Mark known my hand would land there when it fell off of his arm? Had he planned it? Or was he still asleep with me imagining all of it? I didn't need to wait long for an answer. As my hand lay there, I could feel his swollen rod pushing up and down, the way I sometimes made mine bounce against my stomach when I lay in bed naked. Mark wanted more. I gave his cock a gentle squeeze to let him know that I'd gotten the message. Mark moaned ever so softly, it could have been a sleep sigh but I knew better now. I slid my hand up and down very slowly as I gripped him and felt that something was terribly wrong. It was as if there was a lubricant under the fabric of the underwear but I knew cotton just didn't act that way even when wet with soap. Mark's skin was sliding up and down with my hand. Now I was more than curious and super horny. My free hand was working hard to get at my own raging hard-on as I decided that no venture was gained without risk and pulled my "Mark" hand back to the top of the waistband. Without waiting to see if he would protest, I deftly slid my hand under the band; in over Mark's penis. I thrilled at the warmth of the thing! My fingertips came to rest near the base of the shaft and I felt wetness on my palm. 'That's why he moved my hand before' I figured. He didn't want me to know he was that horny until he was certain of my own motives. He needn't have worried. I'd heard of precum before. I'd never had any myself of course, in fact I still had completely dry orgasms, but boys hear other boys talk. The precum didn't bother me at all, I was completely engrossed in the excitement of discovery. Mark had a full bush of coarse hair and giant balls. The way the skin slid on his dick was amazing to me. I decided now was the time to risk a peek and I slid my face to the edge of the box spring where I could see over clearly but still make it look like I was asleep if we were caught. It occurred to me then that his mother could peek her head in the door at any moment to tell us breakfast was ready. Trusting my nose to warn me of such eventuality, I sniffed the air. No sausage eggs or toast, but there was a new mustiness to the air in the small bedroom. I looked up to Mark's face. His left arm was over it, covering his eyes but I could tell he wanted me to think he was still asleep. I vowed that he would not always get away with such cowardice. This was the first time for both of us after all; not just him! For now I took advantage of his self imposed blindness and looked down his body to where my hand rested. I lifted my hand at the wrist to allow the shorts to slide down to my fingertips, giving me a full view of the top half of Mark's gorgeous manhood. And manhood it was. Unlike by own little boy dick and despite the fact that I was nearly a year older than him, Mark had a full sized, hairy balled, man dick! I was in awe. I followed the happy trail up his stomach to his belly button and wondered how I had never noticed that before. I listened closely to the rest of the house. There was nothing presenting as evidence that anyone else was awake yet. 'Cool, this won't take long', I thought. And indeed it didn't. Repeating the words of my cub-scout pack leader, "In for a penny, in for a pound", I removed my hand from Mark's pants. I pulled off my own undies and crawled naked from my perch on the box springs. I stood over mark and grabbed both sides of the waistband on his underpants and began pulling them down toward his feet. When they got stuck under his butt, Mark slightly lifted his hips for me and off the pants came. I wanted to do so much to him at that moment but I knew I wouldn't last long. I could feel the orgasm building in my groin just with the thought of what was coming next. Carefully I placed my knees outside of Marks thighs on the mattress and straddled his legs just below his manhood. I had to lift his balls so that his legs wouldn't squish them as they were pressed together by mine. I gripped his cock in both hands and slid his foreskin up and down the rigid shaft, pumping harder with each stroke. I put my head down and watched from up close as he began bucking his hips in the air and squirting his cum into my hair hanging in front of my face, and onto his chest. String after string of the glossy stuff sprung forth and landed with loud plops. Finally, Mark lay still. I could hear him softly sobbing under his arm as his cock went limp in my hand. Exhausted myself, I lay forward and allowed my raging boner to come into contact with Marks spent but still substantial flesh. At first touch, the waves consumed me. I felt dizzy and I could feel the excitement in my groin release and explode through my whole body. Another dry orgasm from a small hairless penis, but oh what a feeling. Spent myself, I collapsed onto Mark's cummy stomach and chest and fell into a deep sleep. Not, by far, the end. Your feedback is much appreciated. (I promise to show it to Mark as well)