I was seventeen, and although I didn't identify as gay yet, I knew I had a powerful attraction to other boys and less of an attraction to girls.

One day my mom and I went out on a friend's motor-boat for a day on Puget Sound. There was me, my mom, another single mom and her fourteen-year-old son, Brian, the couple who owned the boat, and their son Lee, also fourteen. It was pretty obvious that Lee and Brian were friends, so I felt like a third wheel.

Brian was average looking, a little short, with mousy brown hair and a kind of round face, with a slightly soft body. He was okay, but I was instantly attracted to Lee - he was a blue-eyed cutie with a narrow face, lush kissable lips, shaggy dirty-blonde hair, a champion bubble butt, and long, sinewy legs - a model-quality hottie. They were both wearing only swimming trunks, and their bare chests were tanned and smooth, as were their legs.

Brian and Lee were nice guys, and pretty soon I no longer felt like a third wheel. We swam and raced and played around in the cold water and on the boat, and the day went by way too fast.

I couldn't keep my eyes off Lee all day long. Brian would catch my eye from time to time, but Lee was just amazing. I probably had an erection more often than not from seeing his lean body in those trunks! Especially when we were on the boat an his trunks were still soaking wet! They clung to his lean form and highlighted the fact that he was no little boy down there. Not that Brian was, his trunks proved he wasn't still little either.

After a full day on the water and the boat - having hard-ons over and over - the adults all wanted to go out on the town, so the discussion began about what to do about the boys. I took the opportunity and suggested Lee and Brian come sleepover and the adults could go party. Everyone thought this was a great idea, so we headed for my house.

We changed clothes first. Mom didn't want us on the furniture with our trunks soaked with water. I almost dared to change right in front of them, hoping they would too, but we ended up taking turns in the bathroom. During my turn, I nearly whacked one out, but didn't dare with them so close by. I just knew if I took that long they'd know what I'd done, and why. So I just changed quickly. I went first, and hoping they would follow suit, I only put on some shorts and no shirt. That worked, because the took their turns and came out only wearing short pants too. 

We watched some TV and hung out talking and joking. It was a good time. Hanging out with them in just their short pants was just as hot as with the swimming trunks. They both had nice bulges and their butts were on display as well. Not to mention their bare chests and legs. I was pretty much as hard as often as I had been during the day. I was literally so turned on it wouldn't go down.

When we started to get too tired to stay awake, I pulled out a couple of sleeping bags for them to sleep on the floor of my room. I had spent the day admiring them both, but Lee most of all, and I really needed to see more. I mean, their chests and legs, and butts and bulges were all great, but now I wanted to see even more. So as we got ready to lay down, I stripped to my underwear, hoping they would follow suit. To my utter glee, Brian did, and then Lee followed along!

The sight of them in their briefs was almost breathtaking! They were both fit and trim, and the bulges in the front of their briefs proved they were developing well. And now their asses were even more apparent. Brian's dick seemed bigger than Lee's, because it was pressing out against his briefs enough to really show. I could even see Brian's darker pubes through the thin white material of his briefs. I wished Lee's dick would do that, but his seemed smaller or maybe not as almost-erect as Brian's.

Hoping for even more, maybe even a glimpse of an erection or two, I sat down on the floor with them and casually steered the conversation around to sexy stuff. Being three years older than them, I put on about knowing a lot about girls and sex. They eagerly asked questions and got into the topic. Lee was pretty vocal about how badly he wanted to have sex with a girl, and all the things he'd do to her and have her do to him. I steered the conversation to jerking off. Both boys quickly admitted to doing it, and we talked about how often we did it and when and where, when we'd gotten pubes, started squirting, how much we squirted, and how great it felt.

I was elated when I saw they had boners too, hiding them as casually as they could with their hands. Hoping to have a better view, I stopped hiding my erection. Hoping I wasn't being too obvious, I leaned back on both hands behind me and just let my hard-on stick up in my briefs on full display. I was seventeen and had a decent endowment, so it really showed. They both noticed, and they didn't hide theirs very much after that, so I began sort of toying and playing with it a bit as we kept talking sexy stuff. Soon. they were flicking and handling their boners too!

Feeling daring and in control, and knowing they'd followed along with the older guy so well so far, I decided to see if I could take it even further. I said all the sexy talk had me really turned on and I needed to beat off bad. I mentioned my seventeen-year-old friends and I sometimes did it together after talking about girls for so long, and how I wouldn't care if they did it, even if they were only fourteen and probably didn't have very much to beat off.

To my utter joy, as I slid off my briefs, they did too! Brian did immediately and enthusiastically, while Lee hesitated just long enough I got worried but then followed along too. This was fantastic! There we were, all three nude and pulling our puds in a circle on the floor!