Marc asked him to spot him for a few pumps while the others left the floor. Gym class was gratefully the Kelly's last class for the day. His study hall period was next and since it was the last period of the day the monitor rarely took attendance.
So he stood over Marc who winked as he looked up Kelly's gym shorts and then proceeded to push the barbell up and down.
"I knew you needed some pumping this afternoon" he said.
Kelly liked spotting. He could look at the bulging muscles of the shirtless classmates on the bench and in some cases see the crotch action they had as well. His own crotch usually expanded.
"Come on man you need to pump up too" Mark said as he moved so Kelly got his turn too grunting to match the weights of whoever preceded him.
"Come on man, you can do it" Marc urged him. Kelly tried not to look up. He needed to concentrate on pumping the iron. He flexed his chest trying to expand them. He often felt like the puny one in the class, as he was thinner, shorter and looked younger then the others.
But he failed, opening his eyes and seeing into the chasm of Marc's gym shorts. He wasn't wearing a jock so his cock, which seemed to be hardening, was clearly visible. The sight made Kelly's cock harden too.
"Shit, good, thanks man." Marc said "better quit before we both explode" he grabbed his crotch and shook it. Kelly got an eyeful.
"Better hit the showers before they see your tent too" Marc put his shirt on. "I'm goin home" and he bent over to pick up a gym bag and a stack of books that was near the wall.
Kelly enjoyed the look of Marc's butt as he bent over and wondered how he knew to have his books and bag nearby.
"No shower?" Kelly asked.
"Naw you've already gotten an eyeful anyway" Marc laughed "Besides Stark is waiting for you".
Kelly felt himself blush. Somehow Marc knew about his fascination for Roger Stark. He was a beefy classmate in their gym class. He had a nice smile and always called Kelly stuff as in "short stuff". Kelly had gotten used to it especially because Roger smiled when he said it.
He couldn't help but eye the guy, clothed or unclothed. Hallways, classrooms they shared, the locker room. The guy was round shouldered, firm buttocked, hung, and had some chest hair and a pierced left nipple.
Kelly avoided going into the showers when he was there let alone get involved in the towel snapping rough housing that went on. He feared an erection would giveaway his masturbatory fantasies about the guy.
He laughed now at Marc's comments. Besides Marc somehow knowing he lusted after the guy, Kelly figured it was a joke. He watched Marc slam the gym door open as he left. The sight of the guys undulating buttocks got Kelly harder. He knew it was a memory he'd probably remember late that night in bed.
He put the weights away and walked to the Locke room. Since nobody was there, Kelly could take his time, stripping, showering and maybe relieving his erection. He'd have to be careful of course. There were stories of guys being suspended after they were caught jacking off in the bathrooms.
Kelly closed the locker room door behind him and locked it. At least that way, if he heard someone unlocking it, he'd have time to hide whatever he was doing.
The locker room odor was well known by all. It was a mixture of dried sweat, dirty jockstraps, tennis shoe smell and perhaps cum too. He inhaled it and pulled his shorts off and lifted his jockstrap pouch letting his erection throb in the open air.
"Looks nice stuff" the voice made Kelly jump. "Been waiting for ya" It was Stark's voice.
Kelly looked around the corner and saw the guy sitting on a bench leaning back against the lockers. He was naked, arms spread and holding his own erection.
"Yea come on, it's for you" Roger said "its ok kid, I been wanting it too."
Kelly felt himself walking towards the guy. His mind seemed suddenly fogged over. He thought of Marc telling him "Stark's waiting for you". Somehow they planned this he knew.
"Come to Daddy" Roger said as he held his cock out.
Kelly felt nearly faint. The air around him was warm. He was gasping for breath so hard; Kelly felt his chest rise and fall.
"Give it a taste stuff" Roger said as Kelly was standing so close his legs touched Starks.
Kelly looked around.
"You locked the door remember?" Stark reminded him "That's when I knew we'd have a nice time"
Kelly's hand trembled as he reached out to touch another guy's cock. It was the first time he had ever done that.
His cousins and he jacked off together and they tried once to do a mutual jack off but he wouldn't do it.
Now his fingers outlined Starks mushroom head topped thick stalk of flesh.
"Yea get to know it, you have a nice touch sexy stuff" Stark leaned his head back and sighed.
Kelly noted the guy added the word "sexy" to his usual "stuff" name. He straddled the bench and sat down. One hand held Roger's ballsac now as his other one gripped the stalk.
"Kiss it" Roger said in a smooth quiet voice of encouragement. Kelly bent forward and did exactly that then began to lick it.
There was no real taste to his surprise but he kept licking it nevertheless. His hands reached out and touched the metal stud pierced through Stark's nipple. Kelly's other hand moved over the guy's thick thigh sliding up his hip and to his stomach.
He was living his many fantasies as his fingers felt the flesh he had imagined. He left the cock licking the boy's stomach and chest. Kelly felt Stark's hands behind him now, petting his own bare skin and holing his bare buttocks.
He licked the nipple that wasn't pierced first, sucking on it.
"That's it, bite it kid, I love that" Stark hissed. Kelly obeyed taking the erect nipple between his teeth and bit it pulling back thrilled that Roger was groaning and cursing his enjoyment.
"Shit kid you're gonna get it hard, I'm gonna..."
He moved across the thick chest to tongue the metal stud that was jammed through Starks other nipple. Using his teeth, Kelly pulled the stud making Stark curse more. He dug his fingers into Kelly's butt.
Kelly moved his tongue back lower to lap at the balls now then moved up to the cock and Kelly did what felt very natural opening his lips and surrounding the cock.
Kelly let it move to the back of his throat, gagging him.
"You ok stuff?" Stark asked resting his hands on the back of Kelly's head.
Kelly nodded and tongued the cock inside his mouth until Stark was moaning and cursing his appreciation.
"Shit stuff, you're better then..." His voice drifted off. Kelly wondered who he was being compared to. But he had more cock to suck.
Tightening his lips he bobbed his head a few times to make Stark moan more. His fingers were all over the boy's body now. It was his finally to memorize rather then imagine.
"Nice kid turn around" Stark said his hands moving Kelly's head back.
"Shit" Kelly thought "he's gonna fuck me already" he moved around letting his butt cheeks look at Stark. He kept thinking about the advice he had read about. "Relax, breathe natural, don't fight it, let him push in"
Kelly felt Starks hands on his butt cheeks moving the jockstraps so he had access. Then as he thought the saliva soaked cock would take his virginity, Kelly gasped. It was moist, it felt fantastic.
Having someone lick his butthole was never part of his fantasies. But here he was nearly naked, being eaten out as the Internet called it. Each tongue stab into his butthole makes Kelly whimper. He could feel his butt opening gladly to swallow each jab.
"Kid your ass is sweet" Stark hissed "just as I thought" his teeth pressed against the flesh now as the tongue moved inside the muscled lips.
All Kelly could do was close his eyes and imagine Stark was in his bedroom. They were naked, sweating and had hours to just taste, tough, swallow and fuck each other. Kelly had imagined it many times, now it was real.
"Ok kid time to get a shower..." Kelly was startled not by the words but the finger that jammed into where Starks tongue had been.
He felt Stark pulling his jockstrap down over the buttocks and legs Kelly still had aimed at the classmate stud.
"I've always wanted to do this" Roger said reaching for Kelly's erection and using it as a leash pulled him to the shower.
The large room was quiet. Normally it was full of hot spraying water, steam, naked bodies, each avoiding their fears of erections and touching each other with laughter. Now it awaited only two, Stark and him.
Stark turned on all some of the showers letting the hot water begins to build up the normal amount of steam. Kelly turned on the others.
"Now stuff it's time to really enjoy this" Stark was soaping his hands and then reached for Kelly.
Kelly felt like a little kid again as Stark began to soap his body. His Uncle Arthur used to wash him like this. It was during one of those showers that Kelly's penis got hard making the man laugh and admire it. The man soaped Kelly's hardness until he begged the man to stop. But he didn't and soon Kelly had his first orgasm.
Now it was different. Kelly reached for and began to soap Stark's body too. He was memorizing each inch as his fingers recorded it for his brain. He wanted to remember each feeling the next time he lay in his bed jacking himself.
Stark's fingers moved over, under and in him. Kelly did the same exploring the boy outside and in as well.
"Here" Stark moved Kelly around and back as he jammed his cock up into the boys ass. It hurt like hell. Kelly knew it would. He let it happen though, also knowing that soon, his body would expand and treasure the cock that was now fucking him.
They were standing, moving about, bending and pushing until Kelly was pressed against the tile now being jammed with thrusts that threatened to push him through the wall.
Stark was going to fuck him and fill him with sperm, Kelly knew. He wised others were there to watch now. He had worried everyone would know he was queer for Roger Stark before, but now he wanted the shower room full of naked bodies, all watching him get fucked, watching him worship Stark's body, watching him become the classmate's bitch.
"Now you" Stark said turning Kelly around.
He bent forward and looked back. Kelly's cock had softened during his first fuck. Now he stroked it until it hardened enough to stab between Stark's buttocks. He grasped each one and pushed. It took some time but eventually he felt the warmth of Roger's intestines.
It was more difficult then he thought it would be. Hard to push and pull and the tightness around his cock made it more of a challenge.
"Shit" he said feeling his cock soften while still inside.
"No problem" Stark said moving forward to free Kelly's cock. Kelly felt embarrassed but he didn't have time to say anything as Stark turned him around and wrapped his arms around.
His back felt Stark's chest, belly and legs as if he had been lifted from the demands of gravity. Roger's hand was on his cock now stroking and Kelly squirmed feeling trapped and comfortable at the same time.
He was not in charge now, his body was being milked by Stark at Stark's pace and Kelly could only submit. His body seemed willing to do just that as the fire inside him raged hotter and hotter.
Kelly begged, whimpered, cursed and groaned. Roger ignored everything stabbing his cock back inside Kelly as he bent the boy over. His hand still pumped until Kelly was about to explode.
"Not yet not yet" Stark said in his ear. Kelly wanted to explain he couldn't control what was happening but his body exploded at that point. Stark cursed and kept jamming Kelly so hard they both nearly fell over.
Gratefully Kelly held them both bracing his arms against the tile wall.
"Yea yea" Stark said a few times as his cock shot a second series of streams into Kelly's intestines.
"Shit you are one hot fuck" Stark said as he washed Kelly's butt then his cock too.
Kelly returned the favor wanting to touch the cock that had taken him over.
They were silent as they turned off the showers. Dripping wet they left the room and returned to the bench. Stark grabbed towels from the stack and tossed one to Kelly.
"Come here" he said
Kelly moved back close not sure what Stark was about to do to him. The boy began to dry Kelly's back and body. Kelly smiled and did the same to Roger, gladly kneeling to dry his legs, cupping his balls and dried his cock..moving up across his belly and to his chest.
"Nice" Stark said "thanks"
They talked about anything but the sex they had just had as both dressed and stuffed the wet towels into the appropriate barrel.
"So was it what you wanted?" Stark asked.
Kelly "I guess" he said not wanting to sound too enthusiastic.
"Hell, I thought it was fun" Stark said patting Kelly's butt.
"Me too, it was what I thought bout when I uh..." Kelly stopped not wanting to reveal too much.
"Now we need to get Marc to join us" Stark said "What are you doing Saturday?"
Kelly's cock stirred and began to harden again.
"Christ" Kelly cursed
"What's the matter, you not into Marc?" Roger asked
"No uh, I mean sure, but I'm getting a boner again" Kelly said.
"Well the door is still locked" Stark said as his hand felt Kelly's boner.
"Besides Marc predicted you'd want me to fuck you as many times as I could." Stark said as he pulled his shorts off revealing he too had an erection.
Kelly smiled "Marc?" he unbuttoned his jeans. "He always knows what I need"