Our family had always spent a lot of time together so it wasn’t uncommon for sleepovers to happen. On one of these nights, my cousin stayed at our house. I was 15 and he was 13 at the time and we were both in that awkward teen phase. I had fooled around with a couple girls but he hadn’t dated any at that time. It was a nice summer day that we spent swimming and basic kid goofing off. We played video games until it got late and I crawled into bed and he got into a sleeping bag on the floor beside me. I remember he was wearing pajama pants and I always slept in boxer shorts. After talking about what we were going to do the next day, we eventually fell asleep. I have no clue how much later it was but I woke up awhile later because I could feel my cousins hand on my thigh. Somehow he had gotten his hand under my comforter from the floor, in his sleep??? I started to fall back asleep when I felt his hand twitch ever so slightly. Just a tiny little squeeze, but I noticed it. After about a 5 second pause, his hand slowly moved up about an inch. Another 5 second pause and his hand moved another inch. This pause lasted about 10 seconds but he moved up about 3 inches this time. This third pause was different for me though. The first 2 were more quizzical to me, but this third one, I was waiting for it. I wanted to feel his hand on me. I had never thought of a boy doing this stuff to another boy, but it felt so exciting, even if it was a graze while he was sleeping. That last thought went away quickly. He slowly started stroking my thigh. Back and forth over the same few inches he had started with, and slowly his stroke went further and further. I laid there questioning what was happening, but I couldn’t deny how turned on I was getting. My erection was not far away even if he moved his hand off my leg. As his stroking became further up my thigh I noticed him breathing harder. He was awake and doing this on purpose! That definitely made my mind go nuts with questions. But I thought I would lay there and act like I was sleeping to see what he was going to do next. Soon enough his hand was softly rubbing my balls and my thigh in a circle motion. That didn’t last very long though because he had stopped his hand with a finger against my balls and didn’t move it for a long time. I thought he had reached his limit and was done. Turns out it was either a test to see if I was awake or a courage builder for him, but whatever it was worked. He quietly pulled his hand off my leg and placed it on my dick. As soon as he made contact with it, my cock sprung up into his hand, hard as a rock. Once that happened I heard an “Ahhhhhhhhhhhhhhh” come out of him. All I could think was “He’s touching my dick!” but again I wanted to see what he would do next. He started rubbing my dick, slow at first, but getting a bit more aggressive each stroke. He had managed to spread the front opening of my boxers open and slipped his fingers inside and he was rubbing the tip of my penis. Around the head, over the hole, around the head… It was amazing! My boxers had the front open enough that he pulled my dick out of them and let it lay flat while he was rubbing his palm and fingers over my shaft and head. I laid there, trying to act asleep, trying not to moan, and not wanting him to stop it. Thats when I heard him moving around on the floor beside me. He leaned up and started watching me. While he rubbed my boner he started whispering my name. I ignored him, thinking if I “woke up” he would stop. Good decision. He moved around on the floor a little bit and thats when I heard him. He was jerking off while he held my dick. He was definitely excited as his breathing was very heavy and fast. I was paying such close attention to him jacking off and the way his hand was gripping me harder that I didn’t notice he had leaned up and pushed the comforter off of me. And then I felt his mouth on me. That fast, blanket off, mouth on. It blew my mind. His mouth was so warm and wet. His tongue was so soft. I moaned, I didn’t want to, but I did. His mouth came off me, he stopped jacking off, and he was laying down in one motion. DAMN! After about half an hour of waiting to see if he would put his mouth on it again I was beginning to give up. He got off the floor in a crouch and whispered my name 3 or 4 times. I knew the game, so I acted asleep and waited. After being convinced I was asleep I felt him on my bed. I took a risk and barely opened one eye and saw him kneeling beside me on the bed. He was moving towards me so I closed my eye and waited. He had taken down his pajama pants and was rubbing his dick on my hand. Up my arm. All the way to my cheek. He rubbed the side of his warm dick on the side of my cheek for a few seconds. Then he very gently rubbed his shaft across my lips. Back and forth, over and over. He was breathing louder than before. I didn’t know what to do so I just laid there and let him do it. My dick was near explosion and he sounded like he was getting close. I’m not sure what happened next but he stopped, got off my bed, pulled his pajamas back on and shook me until I woke up. “The floor is hurting, scoot over.” I moved over without saying a word and he got in next to me. A few minutes passed and he said in a loud whisper “Are you awake?” I rolled over and said I was. He asked me if I wanted to do something. “Like what?” I said. He shocked me by grabbing my dick in his hand and rubbing me. He scooted in closer to me. I could feel his heavy breaths on my face. He whispered “Does this feel good?” My “mmmmm” was a good answer. He asked “Will you do it to me?” I couldn’t talk but I moved my hand onto his dick and squeezed him. He was the same length as me but so much thicker. He breathed heavier. I could feel his warm breath moving closer to me. He asked me if I would put it in my mouth. I said “you first”. He went down on me right away. Wet tongue, warm mouth. I could feel him moaning as he slid his lips up and down my shaft. I was unable to move. I had never had a blowjob before and this was it for me! So damn good. He was making me feel incredible. I wasn’t sure how much longer I could make it. I had been masturbating for awhile so I knew it was going to happen soon. I started gasping with little moans and he must have known what that meant because he stopped and laid beside me again. “Will you do it to me?”. I rolled onto my side and began jacking him off. At first just holding him and feeling him with my fingers, but it turned into a full on hand job. He looked over and through deep breaths he whispered “Will you do it with your mouth?”. I didn’t think about it at all, just leaned over and put his head in my mouth. I tried to remember the dirty movies we all had back then and started licking the tip, french kissing it. I could feel his precum on my lips. After a small hesitation I licked my lip and tasted it. Not terrible, so I took him in my mouth. I could feel spit running down my mouth onto his dick. I went down as far as I couldon him and quickly went back up and back down. I tried it slower, wetter, harder, and faster until I found what he seemed to like the best. He had reached over and grabbed my ass and was getting closer to my buttonhole overtime he moved his hand. I sucked him for over 2 minutes without stopping but I could tell he was going to cum. So I laid back down and we were facing each other. He said that felt great and I agreed. He asked me if I wanted to do anything else. I said no, thinking he meant sex. A few minutes of silence passed and he asked if he could kiss me again. I thought he meant my dick, but when he leaned over and put his tongue in my mouth I was into it. We kissed hard and fast like teenagers do and adults forget to do. Thats when he asked me if I wanted to cum. He was rubbing me again and he asked “How do you want to cum?” I said use your mouth. I lasted 30 seconds. His mouth was all over my cock. Soft lips going up and down me. I said Im cumming and he let go of me and I sprayed cum all over my chest. He kept jerking and stroking me until it was all out. I waited a minute and asked him if he wanted to cum. He said yes as well and asked if he could do it in my mouth. I lowered myself in the bed and moved on my side, facing his feet. I took him in my mouth, using my tongue to taste his precut again and get his head all wet. I went down slow. Trying to get him as wet as possible. I was slobbering on him and slurping it back up. I felt his hips start to move up and down a little. Almost like he was fucking my mouth. He lasted about 10 seconds longer than me and I felt him twitch and buck and then I felt his warm sticky cum shoot into my throat. I gagged a little but kept my mouth on it the entire time. Once he had finished, I spit it into the trash can by my bed and he got out of bed and into his sleeping bag again. The next day he headed home and I couldn’t wait to do that again!