He reached inside my shirt and started tickling me. Normally I am very ticklish, especially when Josh does it to me. When he wants me to do something all he has to do is get his hands in my sides and tickle me and I'm totally helpless and at his mercy. That's even when I have a shirt on, if he can work his hands inside and get my abs and sides bare I'm totally gone. So he had every right to expect that tickling me now would get a reaction, and I don't know why, but I had no trouble at all, his hands felt good on my bare skin, but I wasn't convulsed with laughter and helplessness the way I usually was, I just lay there like a log.

Josh kept the tickling up for a while, but soon he wasn't tickling me. “Fuck it,” I heard him say, and felt his hand softly touching my bare pecs. I have a real good build from working out with weights a lot, and my pecs are pretty awesome. I knew Josh sort of envied my body, he was always commenting on it sort of sarcastically, calling me muscle-stud and stud puppy and I had just taken it as good natured kidding. But now
I was starting to realize it was something more - Josh had a boner for my muscles. He started out feeling me up very gently but when I still didn't move he got bolder and pretty soon both of his hands were giving my pecs and abs a real workout. I could hear him panting and it was clear he was turned on and getting off on feeling my naked body. My cock started to swell, and as he continued I soon had a full hard on. His hands got bolder and went lower and lower and soon he was groping my crotch through my pants, feeling my hard on – “Fuck yeah, man,” he breathed, “you're digging this.” He was groping my cock with one hand while he worked my pecs with the other. Then his hand left my crotch and I heard a zipper go down and I let my eyes open a crack so I could sneak a look at him and saw my buddy Josh kneeling over me with his tee shirt pushed up and his pants open and his hard cock in his hand. He was jerking off while he felt my naked body and played with my hard cock.

I couldn't believe this was happening - my best Buddy Josh was groping my hard cock and digging it. My boner throbbed and twitched as he squeezed it. Then he said, “Shit, dude, I can't stop now, I've got to have you,” and he undid the waistband of my pants and unbuttoned the fly and moved off the bed so he could pull my pants off. I didn't help, I still didn't want him to know I was awake, so he had to struggle a bit, but soon he had my pants all the way off. He moved onto the bed next to me again and pushed my shirt out of the way some more, then resumed his exploration of my now nearly naked body with his hands. I could hear him breathing heavily - he was really turned on by what he was doing to me. I figured he was probably not looking at my face so I let my eyes open a bit again, just enough to see him. He had his tee shirt all the way