kinds of plans, events, etc. I could tell that Fred was getting a little smashed by the slurring of his words. I suggested that we hit the sack and helped him to his feet. We staggered into the tent and I had to help him get out of his clothes, something I have done before on occasions and I knew we would both sleep in the buff. I removed his underwear and his beautiful flaccid cock plunked out as he stumbled over onto the sleeping bag. I lay down beside him and turned out the Coleman lamp.

It was no time until I heard Fred making night sounds. His snore was gentle but constant. I turned on my side, away from him, and fell asleep. A couple of hours went by when the feel of Fred’s arm draped over me awakened me. He was cuddling with me! I felt his hard cock pressed against my butt. He was making movements like he was trying to fuck me. I then heard him murmur, "Come on Marsha, let me do it." He was dreaming that he was having sex with Marsha. I just laid there feeling his hard cock rubbing up and down my butt crack.

I spit on my hand and pulled away just enough to get my fingers down to my butt hole to lubricate. I then moved slightly until I felt his cock head at the opening of my hole. Gently I pushed until I felt his cock enter my ass. Fred was still breathing in his normal sleep mode. He then pushed his cock further into my hole and started fucking my ass as though he were fucking Marsha.

He continued this for about a minute or two and all of a sudden, he woke up. He realized where his cock was and let out, "Oh my god." He started to pull his cock out but, I pushed back and his hard cock slid in further. Fred then asked, in a low tone, "Mike, are you awake?"

"Yes Fred, I'm awake."


"Are you ok with this?"
"Fred, you and I are best friends and if you need to get your rocks off, I'll be your Marsha for now."

Fred then started pumping my ass. I could feel his rock hard cock pulsating as he pushed. He was only pushing in about half of his cock’s length but, as he continued, he would push a little further in. Finally, as he was thrusting, I pushed back until his balls hit my butt. He let out a moan of sheer excitement. He was now pounding my ass and I could tell he was getting close to climax. Then, the most unexpected thing happened. He stopped pushing, pulled my body closer and kissed the back of my neck. He then said, "Mike, I love you," and kissed my neck again.

"Fred, do you know what you just said?"
"Yes. I think I have always loved you but, even though I have wanted to tell you, I didn't want to lose our friendship.” He confessed. “I love Marsha but I love you too. It's a different kind of love."

With that, I pulled my butt away from him and turned over to face him. I grabbed his head in my hands and gently kissed him. He held on to me and kissed me back, I felt his tongue part my lips and slip into my mouth. It was a long passionate kiss that