Peter Visits the Petit Cinema

Carl was inside the motel's office, getting a room for us. It wasn't as if he hadn't asked me before pulling in, because he had and I had given one of my mumbling non-answers. Now he was inside paying for a motel room because we sure couldn't go to my place because my folks wouldn't have cared much for that.

Now Carl was back at the car, reaching over and turning off the engine while telling me to follow him, and I'm frozen in fear. Unable to move for the longest time while Carl went up to Room 105 and opened the door, and he waited patiently in the doorway until I finally climbed out of the bug and went inside.

"Why don't you go into the bathroom and take those wet things off?" Carl suggested. "They have a laundry room down the hall. I'll just put them in the dryer for you, and you can take a nice hot shower if you'd like."

I went into the bathroom and peeled off my soggy jeans, the bottoms of the pant legs a little frozen from the sleet. My underwear were drenched as well, and I was so happy that they were clean. After getting my socks and shirt off I wrapped a towel around myself and opened the door as little as possible to hand Carl my stuff.

"Be back soon," Carl said, leaving me naked and shivering in the bathroom.

The shower did seem like a good idea, because my skin was covered in goose bumps and my twig and berries had shrunk to almost nothing. Inside the shower stall, the warm water soothed an relaxed me, although I was still scared.

This wasn't Tommy and me in my basement with a jar of Vaseline; this was a middle aged man that looked like Robert Redford. Well, maybe not exactly like Robert Redford, because Carl was a little husky and his hair was thinning a bit, but still and all.

He wanted to be with me, though. That was what kept me from freaking out. He had seen me and while he wasn't able to find what he was looking for when his hand explored between my legs, he had likely figured out my shortcomings and that hadn't deterred him.

So why was I sobbing in the shower like a little baby? Get a grip, I kept telling myself. Enjoy this. He seemed like a really nice man who kept telling me that I wouldn't have to do anything I didn't want to do.

Taking a deep breath, I tied the towel around me and opened the bathroom door. Carl was sitting on the inside part of the left twin bed, my wallet in his hand.

"March 14, 1958," Carl said with a guilty grin, holding my wallet open to reveal my drivers license. "You left in it your jeans. I had to look. Sorry."

"That's okay," I said with a shrug, standing nervously at the end of the bed.

"Do you have to call home, Peter?" Carl asked. "Will anybody be worried about you?"

"My folks, I guess," I said, and Carl gestured over to the phone on the dresser.

"Call them and let them know you're alright. If you want to, that is."

I nodded and made the call, grimacing at calling my mother "Mom" during the conversation as well as having to add the obligatory "I love you too" at the end. Having explained that I would be staying at a friend's house because of the icy roads, I replaced the phone in its cradle and went back to the bed where Elliot patiently sat waiting.

"Come here, Peter," Carl said, beckoning me with his hand to join him. "Let me get a look at you."

I walked over to him, feeling just as naked with the towel on as I would have if it were gone, and when I stood in front of him I knew that I was shaking like a leaf. My knees were knocking and my breathing was making my scrawny chest heave uncontrollably.

"I know you're nervous, Peter," Carl said in a soothing voice. "I am too. Nervous is okay. Just don't be scared though. I swear to you I would never hurt you. I promise."

"You see, when I was your age," Carl continued. "I met a man who was even older than I am now. Like you, I was curious and just as nervous as you are now. Maybe even worse. It could have been bad for me, like I think it might have been for you if one of those men at the theatre had..."

Carl's voice trailed off for a moment, and he seemed to be getting choked up before he swallowed and smiled, looking up at me from his perch on the edge of the bed.

Anyway," Carl resumed, his hand coming up to rub my nipple, "he was so sweet and tender that he made it an experience so wonderful that I still cherish the memory of it to this day. When we parted, I thanked him so much for everything and tried to explain how much it had meant to me and how I could never repay him for what he had given me."

Carl's fingers toyed with the three light brown hairs that had appeared recently in the middle of my pigeon chest, gently pulling the golden strands that I was so proud of before his hand moved over to my other nipple.

"So while this is for you and me," Carl explained. "It's also for a guy named Donald, who's probably long gone. I know that what I'm saying doesn't make any sense to you, does it Peter?"

"It does - sort of."

"Good," Carl said softly, his hand moving down my chest so slowly that it was hardly moving. "You're so beautiful. Can I take this off? Please?"

Carl's hand moved over to the knot in the towel that I had secured as tightly as I could, his eyes looking up at me for approval. I looked down at the tent my erection was causing in the thin cotton towel, and while I didn't say yes, I didn't say no either.

Instead I just lowered my head and squinted my eyes almost closed, just like I used to do when watching a scary movie late at night, afraid to look but even more scared not to.

...

Chapter Five: Spinning.

Carl was such a sweet man, and could not have been any nicer, yet still when I felt him undoing the knot in the back of my mind I was expecting something horrible to happen. It's what happens when you lack confidence in yourself, I've learned.

My fears were groundless of course, but after living many of 18 years expecting and often getting derision about my size or lack thereof in every way, especially the part that was pointing at Carl when my towel came off, I had braced myself for anything.

Peeking through my eyelids, I waited for any sign from Carl; a snicker, a roll of the eyes or worst of all a laugh. Instead, as I stood there with my hips thrust forward and straining with all my might to appear to be all that I could be, all I got was a sigh.

Carl fell to his knees before me, his hands cupping my ass while his mouth swooped down and took me in. His moist lips slid slowly down the staff of my stem until his nose was buried in the modest nest of hair above my dick.

I could feel the coarseness of his five o'clock against the skin of my hairless nut sac as my balls scraped his chin. My hands went to Carl's scalp, my fingers holding on to the thinning reddish-blonde hair as I felt my orgasm rise up from my toes.

Carl's hands dug into my butt cheeks while his mouth and tongue tried to swallow me whole. I cried out when I started to cum, clawing at Carl's head before holding on tight for balance, the force of my orgasm so great that if he had not had a strong hold of my rear end I would have fallen down.

I cam and came, and when it seemed like it had ended, it started all over again. When it finally did subside I looked down at the kind and gentle man who had just given me the most intense orgasm I had ever experienced, and was now still gently sucking on my withered stem while caressing my ass.

"Don't believe it," I gasped as Carl put me onto the bed on my stomach, my left leg twitching in a spastic fashion for some reason.

"Believe," Carl said, still kneeling on the rug and licking his lips to apparently savor what I had left in his mouth in abundance. "So sweet."

Carl got to his feet and went to the foot of the bed, kneeling on the end as he took my foot in his hand and started to run it. There was a mirror above the beds and I discovered that if I put a pillow under my chin I could see Carl down there.

"Carl?" I said quietly.

"What?" Carl said, letting my foot fall down to the bedding. "You don't want me to do that?"

"No _ I mean, it's not that," I corrected myself. "It's just that - would you take off your clothes? I feel kind of weird like this."

"I'm afraid that I'm not nearly as easy on the eyes as you are," Carl said, almost reluctantly unbuttoning his shirt.

His skin was a pale white, visible under the thin layer of light reddish blonde hair that covered his chest and shoulders. He had a little bit of a thick waist, and what looked like an appendectomy scar on his side. Without his shirt, he looked a little older but still in good shape for a man I figured to be around fifty.

"I'm a little excited," Carl said apologetically as he let his pants fall to the floor and stepped out of them before pulling down his boxer shorts, exposing his hairy legs.

I only got a brief glimpse of Carl's manhood before he stepped back down to the end of the bed, but what I saw left me open-mouthed and wanting to see more. Carl kept me on my stomach despite my attempt to roll over and get a better look at his cock, simply telling me to relax as his hands worked up my calves.

His fingers went dancing up from my ankles to my knees, rubbing his hands along the down on the inner sides of my calves, before climbing up on the bed and straddling my legs as his hands moved up to the backs of my thighs.

I strained to see Carl in the mirror, but could only see his upper torso. He noticed me looking at him that way for the first time and smiled while shaking a tube of something that he had in his hand.

After opening it he squirted some into his palm and began to rub it into my lower back and ass cheeks. His kneading was strong and made my muscles go limp as he deftly worked me over, and as he gradually moved up from my back to my shoulders I could feel his balls on my backside.

"How was that?" Carl asked after he finished.

"Great," I said. "Can I do you too?"

"Maybe later," Carl said, rolling me onto my back as he knelt next to me.

"Omigod!" I said when I saw Carl's cock swaying in front of him as he balanced himself on the bed.

"You like it?" Carl asked, enjoying my reaction to the long fat erection that swung around a beat behind the rest of his body as he moved.

I couldn't say a word, so hypnotized was I by the sight of his huge cock, and while it probably wasn't John Holmes it was at least twice the size of my own and much bigger than my pal Tommy's too. Having measured Tommy's myself and knowing it to be a little over 6", Carl's had to be 8" or even longer.

"Doesn't matter how big it is," Carl assured me after I asked him for specifics. "I can guarantee you that after looking at you all this time, it's never been bigger than it is right now."

"Can I - you know - touch it?"

"Why don't you just relax and let me take care of you some more?" Carl said, positioning me so that my hands were behind my head and I was flat on my back.

As his beefy hands oiled up my chest my eyes never strayed from Carl's cock which remained almost fully erect. The bell-shaped head of his huge organ had a bead of cum on the tip, and a the bead began to stretch down as it moved, finally dropping down onto the bedding.

"You caused that," Carl said, apparently having been aware of my observing his member. "I've never experienced such a beautiful body as yours before.

Carl smiled as he toyed with the tiny spray of hair under my arm much like he had the ones on my chest, and as his eyes went lower he saw my boner sticking up in the air.

"I see that you've could back to life already," Carl said, reaching down and touching my dick with his hand for the first time. "Mmm... you get so hard too."

My dick disappeared in his right hand while he grabbed my balls with his left, rolling my nuts around in his palm while spinning his other hand around my stalk.

"No wonder you came so much before," Carl mentioned just before bending down. "You've got quite a pair on you."

Maybe my balls looked bigger because of what was above them, but they are a decent size and his words made me tingle as much as his hand did.

I had grown tired of watching and let my hand go over to the back of Carl's thighs as his mouth went down on my dick, and from there it was a short trip down between his legs where I ran into his balls.

Now THIS was a pair, I thought as I squeezed what felt like plums hanging in an over-sized pouch. Carl squirmed and opened his legs wider to accommodate my efforts in working his balls, although his cock remained out of reach.

I got distracted by my orgasm, which snuck up on us both. As I sprayed Carl's throat once again, I heard him choke a bit before swallowing it all once more.

"Sorry," I said. "I wasn't expecting that."

"It's okay," Carl assured me.

"Can I play with you now?"

...

Chapter Six: Playing with Carl.

"You want to jerk me off?" Carl said, rolling onto his back while I got up to my knees. "You don't have to, you know."

"I know," I told him. "I want to."

Looking at Carl in the eye though, I lost my nerve for a second when faced with the long fat hose which rested on his lower stomach. Swallowing hard, I reached down and lifted the heavy tool up and stretched the semi-turgid organ out.

"Here," Carl said, offering me the lube which I eagerly accepted.

Having oiled my hands, I went back to Carl's cock. How different his felt than my own, or even Tommy's. Carl's was so large that it felt like a living thing, pulsating in my hands as I could swear I felt the blood rushing to it and I began to pull on him.

Soon he got hard again, and now with his cock erect in my hands I got a whole different perspective the size of it, with my fists only barely able to reach around it and only covering half of his length. I did just what I always did with Tommy's dick, only with Carl I was able to use both hands on him at once, spinning and pumping from the tip right down to the base hidden under his coarse pubes .

"You're hard again," Carl noticed, and I was startled to see that my pointer was indeed pointing once more.

"Guess I like what I'm doing," I opined, watching his cock get redder and more distressed looking because of my feverish pumping of it.

"I love your hands on my cock. Tommy's a lucky guy. Do me a favor, Peter."

"What's that?"

"Straddle me," Carl instructed, moving me from beside him to on top of him. "That's it. Now rub our cocks together."

"Like this?" I asked, bringing the tip of my dick towards Carl's.

"Yes," Carl hissed. "Like that. Rub the tips of them together. Real hard. Yes!"

I did as Carl asked, and even though the sight of Carl's fat plum-sized glans squishing against the tiny acorn of my dick was embarrassing at first, the feeling of the sensitive openings grew more and more exciting to me the more we did it.

Carl cried out suddenly, and when I looked down I saw his milky white seed spurt out all over my dick, coating me with his spunk. Watching that made me cum as well, although I suspect that my that point it was more feeling than cum as a little of my spunk blended with his.

I kept rubbing us both together until we were both limp, and even after that I kept pulling on Carl's cock, delighting in the rubbery, elastic nature of his manhood until he pulled me down beside him and cradled me in his arms as he spooned up behind me.

...

Chapter Seven: Temptation.

I may have fallen asleep for a little while, and judging by Carl's breathing I suspected he had as well. Needing to pee, I extricated myself from his hold and went to the bathroom. When I came back into the room I saw Carl had rolled over onto his back.

Carl's limp cock hung onto his hip, the wrinkled organ still an impressive sight in repose. I eased onto the bed and stared at his manhood for the longest time, trying to work up the courage to do what I had been tempted to do to Tom for so long.

Throwing my inhibition beside, I bowed my head down until my face was just inches away from his cock, keeping my eyes fixed on Carl's. If he ever looked at me I knew I would chicken out, so I just kept breathing on the beige hose, watching the red hairs that surrounded it wave in the breeze.

Finally, I brought my lips down to the head, kissing it lightly. When Carl didn't flinch, I let my tongue slide all over the tip of it. Carl groaned and rolled over a bit, making it even easier for me. Soon I had the fat head of him in my mouth, and as I kept looking at Carl for reaction, I grew even bolder.

Now I was pulling on the shaft of his cock with my hand while sucking as much of the rest as I could. I couldn't get much past the head of it, but as I felt Carl start to thicken and lengthen I started to really get into it.

I knew Carl was probably awake by now, but I pretended that he was still asleep, and even though my jaw was starting to ache I kept going. Carl's hand was running through my hair as I kept moving my lips over the ridge of his glans, and then I heard him gasp that he was coming.

Panic came over me, but I didn't want to ruin this for Carl so when I felt his cock throb in my hand I stuck the flat of my tongue against the tip of his dick. Just in time, apparently, as I felt his cum spurt out against it, blocking it so it didn't gag me.

I didn't like the taste of it, but let it roll out of my mouth until he was done, finally letting his spent cock plop down before looking up at him.

"That was so good," Carl said. "Your friend Tommy would like some of that too, I'll bet."

"Maybe," I replied,and wondered if I would get the nerve to do it to him someday.

...

Chapter Eight: Could I?

The question came up around midnight, just after I went to the window and looked out at what was a genuine ice storm that had turned the parking lot of the motel into a skating rink.

Crawling back into bed, I snuggled behind Carl and gave him the weather forecast, but he found it amusing. Not my weather report, but what was poking him in the back.

"You can't be hard again."

"Sorry."

"Don't apologize," Carl said. "I know how to get rid of that. Unless..."

"What?"

"Unless you want some of what you're poking at."

That hadn't been on my mind at all, but when my dick slipped into Carl's ass crack I thought back to the movie and the way that the guy put his cock in the other man's ass.

"I don't know," I said, but Carl was already rolling onto his hands and knees while nodding toward the lube.

"Put a little on your finger and slide it in me," Carl said as he raised his ass in the air, exposing his puckered anus to me.

I greased my finger and moved it in between his plump ass cheeks and right to the ring, pausing for a second before letting it slide inside of Carl. It was warm and snug inside, and after dipping my digit in and out of him a few times I climbed in behind him with my dick in hand.

The only problem was that I couldn't reach my target. My dick wasn't long enough to get more than just the very tip inside of Carl no matter how much I spread him and how hard I strained.

"It's okay," Carl said after he became aware of my growing frustration.

"This feels nice though," I noticed as I let his ass cheeks squeeze my dick between them, and when I started moving my hips like I was actually inside of Carl, he began grinding back into me.

"Ooh. That's nice," Carl groaned, as I guess my dick kept dipping a little bit inside of him with each thrust.

"Cumming," I grunted, and Carl moaned as I spurted my load into his ass crack.

"That felt really nice," Carl said as I looked down at my cum dripping down from between his legs.

"I liked it too," I admitted, although it would have been nice to experience what being inside of a man would have been like, and I mentioned to Carl that if I was going to ever be able to do that I would have to find a guy with a bony little butt like mine with no padding on it.