Coming with the Approaching Train

"Oh my God, do you remember this place?" Jim asked.

He was a good ten yards ahead of me. Even now at thirty, my old friend could still outrun me. He didn't even look worn out from our five mile jog. Only a few dark circles under each arm indicated he had even exerted himself. I, on the other hand, was wheezing when I finally caught up to him.

Jim stood before a large clump of trees. It wasn't like our town was so big I didn't know every corner of it as well as my own living room. I knew why he was pointing out this seemingly innocuous spot and I could feel my face redden. I knew where the conversation was headed.

"Uh yeah, of course." I said. "It has always had a special place in my heart."

Jim laughed, almost embarrassed, as though he just remembered. I wasn't fooled. The question had not been innocent.

The woods themselves were not so interesting. What they hid deeper inside was what made two grown men suddenly turn shy and avoid eye contact. I had wondered why Jim had deviated from our normal course and headed to this overlooked and dingy business park. Was he regretting this impulse? I looked at him with curiosity.

Jim was not traditionally handsome. He had a rough doughy sort of face, dominated by a nose that had been broken no less than four times. But when he smiled, he lit up, and I wasn't the only one who would feel a sudden warm affection for the gentle brute.

Getting past the face, however, Jim was absolute perfection. He had been a boxer throughout college and his body was rock hard - as hard as I was getting thinking about what was beyond the woods. Enough of this. If he couldn't finish what he started, I was going do it for him.

I said nothing as I ducked in among the trees. I didn't even look back to see if Jim followed, but of course I knew he would. Sure enough, when I emerged from the thickest of the trees on the other end, I soon heard him stumble up behind me.

"Wow, it's exactly as I remembered it." he said.

The trees were much thinner here. We stood before a rusty, collapsing chain link fence. Old railroad tracks ran through gravel on the other side. We studied them for a moment in silence.

This had been our hangout more than half our lifetime ago. Our friendship had been built out here and those railroad tracks had been a big part of that. I glanced at two trees that stood near the fence. They were still there. I looked to see Jim studying the very spot.

He smiled. "Some things never change."

Now what? I looked back to the trees. "You think it still works?"

Jim stiffened. "Well yeah. It's just physics, right?"

His breathing gave him away. The fucker was getting as excited as I was. I had to push it.

"I'm game if you are. It's been what...fifteen years?"

Jim was shocked. "At least," he practically whispered. He suddenly smiled, which of course just made me melt.

"Okay, bud," he said, "we're probably overdue."

Jim slipped his hand under the edges of his t-shirt and pulled it over his head. I looked at his exposed bare chest. He was hairless other than the light brought patches under each arm. He had large oval shaped nipples, now pinched to the size of pencil erasers after having been caressed by the soft fabric of the shirt. His pecks stood out over his slim abdomen, rippled from years of sparring in the ring.

I followed suit. He looked me over as I had at him. As teenagers we would never stare so openly at each other's bodies when we got ready for our "ritual" as we called it then. Now, however, he looked appreciatively at my torso.

"You look good, Aaron," he said. "The gym's paying off."

I had a thin patch of black hair on my upper chest, a triangle that rested between two hair-encircled nipples. My body wasn't as chiseled as Jim's, but I was feeling excited by his attention. I shuddered as he ran a hand down my chest, gently caressing my belly. I could feel my swelling cock push against the fabric of my running shorts. We had never done anything close to this.

I ran my own hand across Jim's pectorals, lightly fingering his nipples which stiffened under my touch. Jim sighed deeply. He hooked his fingers under his shorts.

"Okay, then. It's almost eleven-oh-five. Better get cracking."

I laughed. We weren't pretending this was just an impromptu trip down memory lane any more.

Jim walked to one of the trees, HIS tree, and with a quick tug, his shorts and underwear were yanked down to his ankles. I took in the view of his ass as he bent down to pull the shorts off his feet. He had the most firm buttocks I'd ever seen , as hairless as his chest. Bent over in this way, I caught a brief glimpse of his anus, puckered as his ass checks stretched wide.

He stood and turned to give me a full view of his erect cock. It was darker than the rest of him, curving upwards to a point seven inches from his body, ending in a purplish bell-shaped head. A thick patch of light brown hair encircled the base and two large healthy balls bounced below his thick shaft. It had to be said: My friend Jim had a fantastic penis.

My hand were shaking as I pulled off my own shorts and underwear. I showed far less flair than Jim had. I had to sit down to extricate my feet from them, Jim chuckling all the while, never taking his eyes off my own member. I finally took my place by the tree. My cock was actually bigger than Jim's I was pleased to note. I had black pubic hair that I had shaved down to a light fuzz. Jim noticed immediately. "Wow, shaving the pubes makes the dick look bigger, doesn't it? I should try it." My penis twitched at that. I could have come on the spot.

I watched his eyes travel down my veined shaft to the mushroom glans. A bead of clear pre-cum dripped from its end, a sticky trail following as it hit the ground below. I should have been embarrassed, but Jim's fascination with my hard cock thrilled me beyond any feelings of shame I would have expected. Even in our teens, we'd never been so free with each other.

I joined Jim at my own tree. It was then we heard the rumbling in the distance. Jim turned to me, eyes bright. "It's time!" he said in a breathy voice.

We pressed our hard cocks against the trunks of the trees. The bark was rougher than I remembered, but seeing my naked friend straddle the trunk next to me only made me drip more pre-cum. Jim gasped at the sight. "Damn, Aaron, you are hot for this. Glad I led you here." I felt his hand on my back, gentle sliding down my spine. "It's like old times."

"We'll see if our metal friend still delivers," I said, looking down the tracks. Sure enough I could just make out the approaching train.

I wrapped my legs tighter around the trunk. I wondered now as I did back then if the person at the front of the great metal machine could see us, two nude teenage boys humping trees as he rode past. Would he snitch on us? What would he think of two grown-ass men doing the same?

The train was getting closer and the old familiar feeling started. The rumbling train send shudders through the tree, my penis was throbbing with the vibrations. I could hear Jim softly moan. "Oh man, this feels so good." He was thrusting with the rhythm of the train. I soon found myself matching his motions.

The vibrations increased, the sound of the train was louder. Harder and harder we gyrated against the tree before us, rubbing our cocks, now crying out as the pleasure grew more intense. It had never felt like this.

Jim had arched his back, his mouth open as he continued to sigh. I reached out and grabbed his chest, massaging his nipple. He cried out in surprise and pleasure. His hand, still on my back slid down to my ass. He kneaded it in his strong coarse hand. I felt my sphincter constrict as the feel of his touch stimulated me all over.

We both started letting out wails of pleasure as the train started to pass. The trees shook with the vibrations, hot wind blew against us as the shaking of of the ground jerked and pulsed through our hard cocks. I cried out as loud as I could, "I'm coming! I'm coming!"

My cock jerked in spasms and semen spurted from my slit. I let out a scream with every shot of spunk that I let out. I had never felt such an intense orgasm in my life. Jim gasped.

"Yeah, keep going. Let me see that sperm, buddy. Oh yeah..."

The sight of my ejaculating cock sent Jim over the edge. I watched as I saw the head of his penis expand. As Jim let out a long "Ahhhhhhh!" thick ropes of milky white spiraled from the swollen member, hitting the ground with an audible splat.

We continued to caress each other as our orgasms slowly began to diminish, our spunk blending together in a single pool.

Both of us at once let out a contented sigh, still gentle running our hands across each other. The train had passed, silence returned almost immediately. The ground was still.

We laughed looking at our spent cocks, cum still dripping from both. Jim stumbled away from the trees and collapse on his back, his penis lying flat against his belly. I lay down beside him.

"That was amazing, bud," Jim said. "I've never cum like that without someone's help."

"Me neither," I said. It was true. We lay like that for some time. I glanced over at Jim's naked body, loving every inch of it. His penis had softened, curled into its nest of thick hair. His balls rose and fell with his breath. Jim noticed me watching. He smiled.

"You know, I gotta tell you, Aaron, your body makes me hot. I'm not into guys as a rule, but man...something about you makes me wanna get off in the worst way. Can I let you in on something?"

"Sure," I said. My cock was already springing to attention again.

"I've always been hot for you. When I jack off, which is often, it's almost always to some fantasy of getting you off."

He was going to say more, but I was on him before another word came out of his mouth. I kissed him deeply, my tongue pushing against his lips which yielded immediately. Our tongues wrapped around each other. My hand sought out his cock and found it. It hardened in my hand as I began stroking.

Jim was only capable of a soft murmur as I climbed on top of him, the shafts of our penises now rubbing together. Jim wrapped his arms around me pulling me tight against him. I could feel his heart beating through his chest against mine. I couldn't believe this was happening. I was making out with my oldest friend!

I pulled my lips from his and started moving down his body. I kissed his chest, moving to each nipple. I sucked them so hard I thought I'd inflict pain but Jim loved it. His back was arched as he moaned. I moved further down.

I ran my tongues down his abdomen, tasting salt. Soon I was eye to eye with his hard dick. It was still slick with cum from our moment by the tracks. I ran my tongue down it, wanting to taste his semen. One drop came from the tip and I took the head into my mouth, sucking the remaining cum from his orgasm.

"Oh yes, please. Suck my dick. Oh yes, Aaron! Suck it!"

I took the remainder of his shaft down my throat, working my tongue around the head. I had never given head in my life, but I was learning that any man knows how to get another man off. I was working him like a pro, bobbing up and down his cock, tasting every bit of him, smelling his sweat. I had never experienced anything like this, or been into pleasuring anyone else so intently.

Jim was thrusting his cock into my mouth, his hand running through my hair. I could sense he was getting close to having his second orgasm of the day.

"Oh god, you're mouth feels so good!" Jim cried. I grabbed his balls and squeezed. That finally did it. Jim screamed as a burst of his jizz shot from his cock into my mouth. I wanted to savor all of it, but being an inexperienced cock-sucker, I soon choked, his sperm running down my chin.

Jim shuddered as the last of his cum dripped from his cock. He put his hands behind his head and practically purred.

"Oh, man, you should see yourself. You got my spunk all over your face."

"You complaining?""

"Hell, no. Man, that was hot."

He studied me a moment. Then, to my surprise, he sat up grabbed my face with his hand and kissed me deeply. I felt his tongue probe around for mine. He then moved his mouth across my chin, licking up his own semen until he had cleaned me.

"That's better," he said. I was speechless. But Jim wasn't done.

"It's not really fair," he said. "You've gotten me off, but you haven't had any attention yet."

"You know where it is." I said. He laughed as I nodded my head at my cock, fully erect and already beginning to throb.

He ran his hand down my shaft. God it felt good. But he shook his head.

"I have something else I wanna try."

He lay back and spread his legs, lifting them slightly to expose his hole. I was shocked.

"Really?" I asked. "Won't it hurt? We don't have lube or anything."

"Yeah, probably. But I want it. I've always wanted it from you."

I didn't know what to do, but I knew one thing. I wanted to fuck my best friend. I spit in my hand and rubbed it down my cock. Jim's eyes widened.

"Oh yeah, that's fucking hot." He spit in his own hand and reached down to his butthole. Massaging it, he got his anus wet with his saliva. He spit several more times, making the whole crack slick. He then spread wider and with a gasp slid his middle finger deep inside himself.

I was stroking my cock, getting it wetter. Jim continued working his hole. He had managed to get three fingers into his ass. "I think this is as far as I can go on my own, bud."

"You sure?" I asked. I prayed he wasn't going to back out.

"Oh, yeah. Come on."

I pressed the head of my penis against his warm hole. Jim closed his eyes, readying himself. "Just stick it straight in. No gentle stuff or I'll wuss out on you."

I put my hands on his chest as I positioned myself above him. As I looked down at him, his face suddenly softened. I saw tears starting to form.

"Oh god, you're beautiful, Aaron," he said.

I bent down and kissed him. Gently this time. This wasn't the lusty crazy kind of tongue-play in which we'd been partaking up to now. It was long and gentle. It was felt throughout my body. I pulled away slowly, looking down at the friend, never loving anyone more than I loved him right now.

And with that, I plunged into him. He yelled in pain, but his hand quickly grabbed my buttocks, pushing me in deeper, refusing to give in. I thrust into him again and again, showing no mercy. His sphincter gripped my cock tight. Oh this felt good. I'd never had sex like this.

Jim's face grimaced with pain, but still he continued, jutting his ass out to take me in deeper. Soon, his rhythm slowed, his eyes opened. A glazed look came over his face. When he looked at me, his face was rapturous. "Oh yes, keep going." I kept pushing, Jim's legs now resting on my shoulders. His arms were flung out and he cried out in pleasure with every thrust. I was fucking my best friend and he was fucking loving it!

Jim could tell I was getting ready to cum. I started thrusting harder, Jim taking every blow like a champ. With a cry, I shot my load deep into Jim's hole. He wailed as I continued to plow him, my semen coating my penis as I slid in and out.

Finally finished, I collapsed next to him. He leaned in and we started kissing, our hands exploring each other's bodies yet again. We finally ceased and lay back, two old friends lying naked by some railroad tracks, just staring at the sky.

"I can't believe we just stopped with the train when we were younger. We should have always ended like this," Jim said.

"Yeah, maybe. Guess we can make up for lost time."

"Yeah, but not here." Jim said. "I gotta confess something. I've always been a bit freaked out about this. I kept thinking the guy in the train could see us and was going to rat us out to my parents...or like the priest or something."

I laughed. "Me too!"

We spent a few more moments like that before finally getting dressed and leaving our railroad tracks and trees. We exited the woods hand in hand, off to make new memories together.