Justin woke with a start. It took him a few moments to realize where he was... and with whom. As he turned his head on the plush pillow, he came face to face with the gorgeous visage of Brian Kinney. A slow sensuous grin spread across his face as he vividly recalled the events of the previous night.

The blow jobs that he and Brian had given each other had been sheer heaven for Justin. He couldn't believe that the human body could produce such ecstasy. It brought a delicious heat to his face when thinking of how he had given Brian that same feeling in return. He believed the brunet when he told Justin that he had done a perfect job of it, even though it was his first time to go down on a man. He had thought that nothing could feel better. He was wrong, as Brian soon proved. He had told Justin there were many more lessons to learn, and he had been soooo right!

The men dozed off in each others arms for about an hour, but woke when Justin had to take a leak. He had slipped out of bed quietly, but found Brian waiting eagerly for him when he returned.

"Are you well rested, young man?" Brian purred at the young actor, as he slipped back into bed.

Justin snuggled down under the thick duvet and rested against Brian's body, placing his head in the crook of the older man's arm. He could smell the odors of dried sweat, musk and cologne from the man's body and it intoxicated him. He decided that he had never breathed in anything sweeter. He couldn't control his desire to taste Brian again. He suddenly flicked out his tongue and licked along Brian's rib cage, savoring the slightly salty taste. He felt Brian shiver through the tip of his tongue. It emboldened him.

Justin pushed himself up from his comfortable spot and leaned over Brian's chest. He zeroed in on the darkened circle of Brian's flat nipple. He poked his tongue out again and flicked it against the tiny nub, watching as it began to harden and grow in size. A few more licks and the nub became a full bud, large enough for Justin to latch on to. He began sucking, flicking his tongue along the hardened flesh to taste of its flavor. Quiet moans began to form from Brian's throat.

When Justin turned his attention to the nipple on the far side, Brian threw his arms around Justin's back and pulled him up so that he could see the reddened lips the blond had as a result of all the sucking. He placed his hand on Justin's neck and pulled the young man down to him. Their lips met in a crushing move. Each man took his turn in exploring the treasures of the other as first one tongue deep throated a mouth and then retreated, making room for the other tongue to invade. Soon the room was filled with guttural sounds of pleasure building up.

When they finally parted, Brian rolled Justin off him, throwing off the covers, and began to wordlessly suck and nip at each inch of skin on Justin's chest, taking care to bring the nipples to the same erect status that had been afforded him. Every nerve ending on Justin's body became alive with anticipation as Brian continued his journey downward, leaving no patch of skin untouched by his lips and teeth. Tiny nips were followed by a slow lick followed by a cooling breath. By the time Brian reached Justin's pale blond pubes, the young man was squirming all over the place calling out Brian's name over and over.

Brian took no pity, bypassing the raging hard on that swung in his face. He continued his ministrations down the downy hairs of Justin's leg, nipping gently at the soft tender flesh of his inner thighs. Justin automatically spread his legs wide so that Brian would have as much access as possible. Brian used his hands to massage the quivering flesh he was moving towards and the skin he had already passed. Once Brian got to the calfs of Justin's small feet, he scooted back up to the other leg and gave it equal treatment. Once he got back to the second calf, he moved to the end of Justin's body and, resting on his knees, pulled Justin's feet into his lap. He massaged the feet with loving care and pressed into the sensitive flesh with practiced skill. Justin began to sigh with contentment like a pampered cat.

Once he had his lover totally pliant and relaxed, Brian lowered Justin's feet and crawled up his body until he reached the most treasured prize. He took each of Justin's full balls in his mouth and rolled them gently around until he heard the sighs coming from the blond turn into moans. He then released the sac and trailed his tongue up the fully engorged shaft. He reached the tip and licked it like a sweet, sweet lollipop. Justin's hands fell onto Brian's scalp and his fingers twisted frantically through the silken brown hair. Brian took Justin's weeping cock into his mouth and gave it several bob's up and down. This time, he was not giving Justin release. He had other lessons to teach first.

"Justin," he called up to the panting blond. "Do you want me to fuck you? I will take it slow and easy and stop if you tell me to."

Justin could barely think straight, and a tremor of fear ran through him...but tremors of desire joined them.

"Yes, Brian, yes. I want you! Just tell me what to do." The huskiness of lust deepened his voice and made it barely audible, but Brian understood what he wanted.

He placed his arms under Justin's hips and flipped him over. Taking a pillow, he raised his lover up just enough to place it under Justin's stomach causing his ass to rise in the air. Brian was momentarily awed by the perfect unblemished round globes that lay before him. But he had other things to do than stare. He set to work by kissing, nipping, and licking each buttock in its turn. Gentle moans again poured above him. Brian next started at the top of the crack separating Justin's globes and began to trace a wet path downward, using his hands to part the way. When his tongue reached Justin's virginal pucker and poked hard into the muscle, Justin screamed out loud.

"Ahhhhhhhhhhhhhhhh!!!!," he wailed, long and hard.

Brian smiled and continued his invasion, finally stopping to wet his fingers so that he could substitute them for his tongue. First one finger, probing and dancing inside, and then another. Eventually there were three, slowly loosening and widening the area that Brian knew he must enter to change Justin's pain to pleasure. He watched as Justin's head thrashed from side to side in uncontrolled euphoria. Finally, Brian felt it was time. He reached up to the table for a condom and lube that were always at the ready. Brian rolled the condom down quickly and poured a generous amount on his dick and all around Justin's hole.

"Are you ready for me, Justin?"

All he got were guttural assurances of approval. Brian placed the head of his cock at Justin's entrance. He moved a quarter inch. Justin stopped his wild movements suddenly. A tiny cry of surprise escaped him. Brian pulled back a tiny bit. Justin protested. Brian moved back in and added another quarter inch. Another cry escaped Justin.

"Do you want me to stop?"

"No..no...no...no..no," Justin whimpered.

"Breathe through it, Justin. Relax your muscles and just breathe deeply."

He saw Justin nod his head. He leaned up and kissed the side of the blonds face, reaching for his lips when he turned to look back at the beautiful man on top of him. Brian could feel Justin's muscles beginning to loosen. He pulled out, gathered some more lube on his tip and pushed back in slowly again, adding another quarter inch. Suddenly he felt Justin open up to him and he literally felt like he was falling into an abyss. Justin let out one more cry and then began pushing his bottom towards Brian. Brian knew he was ready. He began a slow and deliberate rhythm in and out. He was in no hurry.

Justin's sharp pain subsided so quickly, he had no time to worry about it. The pain turned into excruciatingly exquisite pleasure. Brian kept hitting a spot that made Justin feel like he was soaring through Heaven. He struggled to keep air in his lungs. After what seemed far too short a time he knew he could not hold in his orgasm much longer. The friction of his cock against the pillow, combined with what Brian was doing to him, was more than he thought his heart could bear. Suddenly his senses clouded and all thought became lost to him.

Brian knew when the moment came. He felt Justin's muscles clamp down hard on his cock, squeezing him in a death grip. The pressure brought Brian to the edge and he knew he was about to release his load too. He pulled Justin up to him with all his force and began to move more rapidly and deeper than ever. Suddenly he heard Justin scream.

"Oh God! Oh God! Oh God!"

Brian held Justin by the waist and let him ride his orgasm to its conclusion, all the while feeling his own at the edge. With one last mighty squeeze on Brian's cock, he too began to shudder and pushed his cock into the condom to fill up its tip with his seed. Both men collapsed onto the bed, pushing the pillow deep into the mattress. It was some time before either man had the strength to separate.

Brian rolled away, pulling Justin with him to lie with the beautiful blond against him in a spooning position.

"Are you alright?" he whispered into the young man's ear.

"I....I think I'm gonna be sore in the morning, but I think I could care less," Justin laughed gently. "There can't be any more lessons to learn after this. My God, Brian, that was...I don't know how to say it...I can't believe there's something that can make me feel like this."

"Oh, my sweet innocent young actor, there are so many more things to learn. You've just been taught the basics. Trust me, school is still in session," Brian laughed. "Now, I think we'd best get some sleep. We both have jobs to do tomorrow."

Brian grabbed the pillow and tossed the cum stained thing to the floor. He grabbed a small towel from the same side table and used it to wipe off Justin's chest, where evidence of his pleasure still lingered. Once that was done, Brian pulled back the duvet and waited for Justin to take his place on the bed. Brian quickly set the alarm on the night stand, used his remote to dim all the lights that were still on, and snuggled up against Justin again, spooning the warm body that seemed to fit into him so perfectly. He could hear Justin sighing with complete contentment. It sounded like beautiful music to Brian. He had never cared one iota for the sound of a man breathing beside him at night, but this time he couldn't imagine the long night without that sound. He settled in, feeling a peace in his soul that was totally new to him. The last thing he heard, as he began to drift off, was Justin's soft voice.

"I'm glad it was you Brian. I wouldn't have wanted it to be anyone else."

Silence... and then, "I think I may be falling in love with you."

To be continued...........