stayed until the bartender took our glasses and started shutting down the bar. I was a little tipsy and Herb was a little top heavy too. We both hung onto each other as we walked to the motel.

The moment we got to the room, Herb headed toward the bathroom. Bob and Ron were already in their bed sound asleep. I sat on the side of the bed to take off my shoes and socks. Soon, Herb came out of the bathroom and started peeling his clothes off. I sat there watching him with my eyes glued on that beautiful body being revealed. Damn, I could feel myself getting hard again and I didn't want Herb to see it. So, I quickly went into the bathroom where I finished getting undressed. I left my boxer shorts on, even though they were somewhat damp from my precum stains.

Herb had crawled into the bed and just had the sheet over him. As I pulled the sheet back, I noticed his bare leg and thigh. He was lying there nude. I wanted to lift the sheet a little more and take a peek at his man-meat, but I didn't think that would be too wise as he was still awake. I turned off the light and slid my boxers off just before I got under the sheet. I could feel the heat from his masculine body and my cock immediately sprang up to form a tent of the sheet. Thank God, the light was off or one glance my way and Herb would know my embarrassing situation.

I lay there listening to Bob and Ron snoring and within just a few moments, I heard Herb starting to breathe heavy. I knew he must be out like a light. I finally drifted off to sleep and somewhere around 4:00, I awakened feeling an arm over my chest. I realized that Herb must be sleeping and thinking that he was dreaming of his girlfriend. He was on his side, facing me, and I felt a gentle poke on my leg. Herb had a hard-on and was trying to fuck my leg. His undulating movements on my leg were leaving tracks of precum as he smeared it all over my leg with his movements. I couldn't help but reach down and grab hold of his hard cock.

I started pumping his cock with every thrust he was making. I felt his arm starting to tighten up around my chest. What I was holding in my hand was at least 8 solid inches of uncut cock. His precum was pooling inside that sheath, so I milked it out onto my hand, turned away from him and smeared the precum on my ass hole. I then grabbed his cock and lead it toward my pucker. I felt a gentle jab and he went about an inch in, just enough to pop in his engorged cock head. I let out a slight moan from the sting and he stopped pushing but just left his cock in me. I then pushed back to take more of his rod in and he pushed a little further and rubbed against my prostate. I almost came at that moment, but I was able to hold back. It was at that time I knew Herb was awake because he gently kissed the back of my neck.

With my pleasure increasing, I had completely forgotten about Bob and Ron. I had not noticed that they were no longer snoring. I lay there