Ken had just finished the last aerobics class of the day and was wiping down the various apparatus, when he noticed one of his newer students hanging around the empty gym.

"Can I give you a hand?" asked the handsome young kid.

"Sure," Ken replied, tossing the him a towel, "I'd appreciate it!"

"Your class was a real bitch! I mean, I don't think I've ever sweated that much in my entire life!"

Ken looked at the skinny kid and figured that he was nineteen, twenty at best. "You're the new guy in class, right?" he asked.

"Yes," Chris replied. Ken liked the him immediately. As a professional, he saw the potential in his slender lanky body. As a gay man, he couldn't help being aroused by his wavy jet-black hair, soft brown eyes, and his smooth square jaw.

As they wiped down the sweaty equipment, Chris stole quick glances at his new teacher. While not grotesquely huge as a body-builder, he was perfectly fit and totally gorgeous. Every muscle and sinew bulged under his skin-tight Lycra singlet. Despite being well into his thirties, he was as hot as any of the glistening buff men pictured in his favorite male swim-suit catalogs.

After locking up the gym, Ken invited Chris back into his office. "You're gay, right?" He asked, point blank.

Chris cringed in his seat and blushed a deep shade of red. "I think so, but I'm still not comfortable with it. I've never actually been with a guy before. " He replied, shocking himself with his own admission. It was the first time he'd ever uttered the truth out loud.

"That's not uncommon," Ken said. "I didn't come out until I was in my mid-twenties. "

Chris' head reeled. Not only was he the first openly gay person he'd ever met, but Ken actually seemed interested! His cock immediately began to swell inside his tight jock-strap.

"What kind of guy's turn you on?" Ken asked, matter-of-factly.

"Uh... Umm... I kinda like older guy's. " Chris stammered.

"You mean like me?" Ken asked.

"Exactly like you!" He replied.

Chris eye's followed the buff older man as he got up from behind his desk and shut the office door. He could plainly see the tubular outline of his man-sized cock within the skin-tight confines of his Lycra leotard.

"Why don't you take off your tee-shirt?" ken asked.

Chris reacted without thinking and quickly pulled the shirt over his head. He used his balled up tee-shirt to mop the beaded sweat off of his glistening hairless chest. The cool air swept over him, making his nipples erect. He suddenly felt very awkward and scrawny.

Ken gazed down at the young man's beautifully tanned and smooth pec's. His throat was suddenly dry. "Nice!" He said, swallowing hard.

Chris could feel Ken's intent sexual gaze upon him. While he'd always fantasized about this moment, the reality suddenly made him nervous. Shifting around in his chair, he crossed his legs in a futile attempt to hide the bulge in his shorts.

Ken stood in front of the seated young man and gazed down into his nervous eyes. Trembling like a deer, he looked so young and innocent. He remembered when he was that age. He also remembered how desperately he wanted to be with a man then. Cupping Chris' chin in his hand, he tilted his face up. "Can I kiss you?" he asked, while looking into his eyes.

Chris stood up out of his chair and threw his arms around Ken's broad shoulders. Without a word, he closed his eyes and pressed his lips firmly against Ken's.

Their first kiss quickly turned rough as they hungrily explored each other's mouth. Running his finger's through Chris' wavy black hair, Ken slithered his tongue deep into the young man's mouth. Meanwhile, Chris draped his lanky arms around Ken's broad strong shoulders and melted submissively into his embrace.

As they kissed, Chris felt the older man's bulge rubbing up against his crotch. "I want to taste you!" he said.

"Are you sure?" Ken replied.

"Yes!" Chris said, immediately dropping to his knees.

Ken stood with his feet spread apart and placed his hands on Chris' shoulder's. Suddenly, Chris was face to face with his swelling crotch. He didn't know what to do.

"Press your lips around it," Ken said from above.

Tilting his head to match the angle, Chris opened wide and 'mouthed' his tubular shaped bulge. While he could feel it's thick girth, all he could taste was sweat and Lycra.

Ken let out a soft groan and bit his lower lip. "God, your hot!" He said, slipping the straps off of his shoulders. Steeping back away from Chris, he kicked off his sneakers and quickly wiggled out of his skin-tight singlet.

Chris gasped when he saw Ken fully naked! Except for a little ring of hair around the base of his cock, he was completely shaved. His smooth body gleamed with a fine sheen of sweat which made every muscle stand out in sharp relief. Chris thought he looked like a Greek god! Most impressive, however, was what stuck out from between his legs! Chris had never seen anything like it before! Ken's stiff glistening erection was at least eight inches long and curved straight up into the air like a thick banana. "Wow!" he sighed, unable to keep from staring at the bulbous, beautifully flared crown.

Ken carefully watched Chris' expression. Nothing turned him on more than seeing the look on his lover's face when he saw his cock for the first time. Chris didn't disappoint. The fact that he was a virgin made the shocked expression his face all the sweeter. Tingling with excitement, he took a step closer towards his virgin lover.

Chris watched, in awe, as Ken's huge boner bounced and bobbed towards him. He didn't know how in the world it would fit into his mouth, but he was determined to give it a try!

Ken stood in front of Chris and waived his massive erection, baton-like, right under his nose. The mingling scent of ripe cock and sweaty ball's hit him like a fright train. Up until that moment, gay sex had always been just a fantasy. Now it had a smell! Deciding that he liked the uniquely masculine aroma, he leaned forward and sniffed the shiny head of his oozing cock again.

Watching Chris nervously sniff his boner was almost too much for him to take. A delicious tingle ran up his spine. He couldn't remember the last time he'd been so aroused. "So, you like the way my dick smells?" he asked in a course whisper.

Holding his cock up to his lips like a microphone, Chris looked up at Ken, his eyes wide with excitement, and said; "M'mm! I do!"

"Would you like to taste it?" He asked.

"Okay, but I don't think I can fit the whole thing into my mouth. "

Ken chuckled. "Don't worry," he said. "I've never met a first-timer who could. "

Despite having just met him less than two hours ago, an irrational twinge of jealousy reddened his cheeks. Suddenly, Chris was determined to give him the best blow-job of his life. The fact that he'd never sucked a cock before didn't seem to matter. He figured all the countless nights he'd spent practicing fellatio with his life-like rubber dildo would be enough. He got up on his knee's and gently cupped Ken's shaved scrotum in his left hand. His crinkled ball-sac was tight and smooth. Taking a deep breath, he closed his eyes and stuck out his tongue.

Feeling his hot breath, Ken gasped as Chris' tongue made contact. "Oh, yeah!" he moaned, as he watched his young lover run the tip of his tongue, in small circles, around and around, the deep rim of his circumcised cockhead.

After licking the pre-cum off of his slippery cockhead, Chris decided that he liked the taste of dick even better than the smell! Wrapping his fingers around the base of Ken's massive cock, he gave his lover a gentle squeeze and watched, in awe, as his bulb swelled up like a shiny purple balloon!

"Oh, Chris!" Ken moaned. "Put it in your mouth!"

Chris closed his eyes, leaned forward, and obediently slipped his lips over Ken's swollen knob. "M'mm!" he sighed to himself, enjoying the spongy, silky-smooth texture.

Ken rested his hands on Chris' shoulders, and watched, as he rubbed his lips back and forth along the underside of his erection. The feel of his hot breath and moist lips was beyond description. But he wanted more! Grabbing the young man's head with both hands, he thrust his hips forward and pushed his cock into his mouth.

Determined to handle it, Chris grabbed hold of Ken's bubble-butt with both hands and opened his throat. "Pretend your chugging a beer" he told himself.

Ken looked down at Chris; he was huffing and puffing through his nostrils, while his pouty lips formed a perfect "O" around the middle of his thick shaft. "You're doing great!" he said, enjoying the delicious wetness of his mouth. With a little thrust of the hips, he nudged the head of his cock into the back of his throat.

Chris suddenly gagged and quickly pulled his mouth away. As he coughed and sputtered, a long strand of saliva stretched between his lower lip to the tip of Ken's cock. "I'm sorry! I'm sorry! He apologized.

"No, it's my fault!" He said, wiping the spider-like strand away with his thumb. "Try again. "

Chris wrapped his fingers around the base and slipped his lips back over his big, flaring bulb.

Not wanting to choke him again, Ken remained still and let Chris do all the work. And what a job he was doing! While he couldn't quite deep-throat him, he loved the way Chris lewdly slathered his cock with his tongue.

"Oh, God! I'm cumming!" Ken moaned.

Before he could react, Chris felt his thick, ropy cum lace the side of his face. Stuffing his cock into his mouth, Chris managed to cap the geyser before he was totally spent. Swallowing as fast as he could, Ken's cum was slimy, like egg-whites, and had a peculiar asparagus-like flavor. After he'd sucked him dry, he used his still erect penis like palette knife to smear the dripping blobs of 'face-cream' all over his lips and chin. The hot smell of sperm hung heavy in the air.

When he was spent, Ken hauled Chris up off the floor by the armpits and covered his shiny 'moisturized' face with kisses. "That was incredible!" He panted, as he licked his own cum off of the handsome young man's freckled cheek's.

"Did I do okay?" asked Chris.

Ken looked into his face and caught a whiff of his ripe 'cock-breath'. "You did great!" he replied with a totally satisfied smile.