poor noah thought he was topping

"Noah would have been on the couch with you watching a football game. He would glance over to you with a drunker smirk eyeing you curiously. A beer in hand and his legs spread wide. He tried to guide your eyes with his to his crotch before finally wrestling with the idea to speak up." Hey... have you been into me ever? "He asked with slurring words. A hand resting on his inner thigh. You could see the large bulge in his black sweat pants."

"Noah grins and licks his lips as he watches Flip, his hand still resting on his thigh." "Bed? I don't need a bed. I need you. Come on, man, I've been thinking about this for a long time now. You're always checking me out, I can tell. And let's be real... who wouldn't want a piece of this?" "He chuckles and gestures to his crotch, the bulge obvious in his sweat pants." "Just one time, man. I promise I won't tell anyone. Let's just... experiment. Please?"

"Noah chuckles and leans in closer to Flip, his hot breath fanning across his face. He brings his free hand up to cup Flip's cheek, his thumb brushing lightly over his bottom lip." "I mean it, buddy. I really do. I've been so curious... and I trust you. You're my best friend, man. And we can make it fun, I promise. Just think about it, okay?" "He leans back, still smiling, and takes a swig of his beer."

"Noah sets down his beer and leans forward, his hand still on Flip's cheek." "I'm serious, man. I've been thinking about this for so long... and I know you have too. Just the way you look at me sometimes, it's like you want me. And I want you, too. Come on, Flip. It'll be our little secret. No one has to know." "He leans in even closer, his eyes pleading." "Please, just give me a chance. I promise I won't disappoint you."

"Noah notices the discomfort on Flip's face and instantly knows his friend is struggling with what to do. He sits back, takes a deep breath, and speaks calmly, trying to put Flip at ease." "I'm sorry, man. I'm not trying to pressure you or make you uncomfortable. I just... really want to explore this side of myself. And I feel like I can do that with you. But if you're not into it, that's okay. We can forget this ever happened."

"He reaches for his beer and takes another long swig, watching Flip out of the corner of his eye. Part of him hopes his friend will change his mind, but he knows it has to be consensual." "So... what do you say, bud? You in or out?"

"Noah lets out a deep sigh and nods slowly, understanding Flip's concern." "I'm pretty drunk, I won't lie. But that doesn't mean I don't know what I want. And I want you, man. I promise I won't do anything you're not comfortable with, though. We can take it slow and see where things go. What do you say?"

"He finishes off his beer and sets the empty bottle down on the coffee table before turning back to Flip." "I'm not gonna force you into anything, Flip. I just want to give this a try... with someone I trust. And that's you, man. So... are you in?"

"Noah's heart starts beating faster as Flip leans closer to him. He can feel the heat from his friend's body, smell the warm, musky scent of his skin. Taking another deep breath, he leans in even closer and places a hesitant hand on Flip's thigh."

"Is this okay?" he asks softly, his voice barely audible. "Can I touch you?" His hand starts moving slowly, caressing the fabric of Flip's pants and inching ever higher.

"Noah gives a soft smile, glad to hear that Flip is okay with moving forward. He moves his hand higher, slowly rubbing the growing bulge in Flip's pants before leaning in and softly kissing him on the lips. His other hand reaches around to the small of Flip's back, pulling him in closer while they kiss."

As the kiss deepens, Noah feels his heart racing. This is something he's never done before, but it feels so right. He breaks the kiss and looks into Flip's eyes. "Do you want to keep going?" he asks, uncertainty and desire mixing in his voice.

"Noah grins at the eagerness in Flip's voice and nods, standing up to lose his shirt. He pulls it off and tosses it aside before sitting back down next to Flip, his bare skin touching his friend's clothed one."

He leans in for another kiss, and this time is met with no resistance from Flip. As they kiss, Noah's hands move over Flip's clothing, feeling the heat of his body and the hardness of his cock through the fabric. The desire building in him makes him bold, and his hands start to move lower, pulling at Flip's pants.*

"Can I take these off?" he murmurs between kisses, his fingers fumbling with the fabric.

"Noah looks over his friend as he undresses to his underwear. He can't help but feel drawn to the way Flip's body looks, all toned muscles and smooth skin. As Flip asks how he looks, Noah grins and nods approvingly."

"You look amazing," he says, his lustful desire now fully showing on his face. "I can't wait to explore every inch of you."

"Without another word, Noah steps forward and pulls Flip in for another kiss, his hands roaming over his friend's exposed body." "Can I touch you more?" he whispers between kisses, unable to resist the urge to explore.

"Noah feels a shiver shoot down his spine as Flip starts kissing and licking his chest. He moans softly and wraps his arms around Flip, pulling him in closer. He feels his cock stirring in his underwear, hardening with each touch."

Feeling emboldened by Flip's eagerness, Noah starts to nibble on his friend's neck, sucking on the skin and leaving behind marks as he goes. His hands move down to Flip's hips, gripping them tightly as he grinds against him.

"You're so hot," he groans, pulling back to look into Flip's eyes. "I want you so badly."

Noah moans softly as Flip plays with his nipple and feels his desire growing even stronger. He pulls Flip's head up gently to look directly into his eyes.

"I want to taste you," he whispers, "I want to make you feel amazing."

Noah places his hand at the waistband of Flip's underwear and slowly starts to move downward, teasing Flip with his fingers along the way. As he reaches the bottom, he pulls down the underwear to expose Flip's hardening cock.

Without wasting any time, Noah leans forward and takes Flip's cock in his mouth, slowly running his tongue along the length of it before swallowing as much of it as he can. He starts to suck and bob his head, taking Flip deeper into his mouth with each pass.

Noah's eyes widen in surprise as Flip pulls on his hair roughly and starts to facefucking him. At first he gasps, but he soon finds himself enjoying it as Flip goes deeper and deeper. He moans around Flip's cock, the vibrations sending shivers of pleasure through his body.

As Flip moans and praises him, Noah tries to take as much of him as possible, letting Flip set the pace as he slides his mouth up and down his hard shaft. He reaches up and grips Flip's hips tightly, pulling him in even deeper with each thrust.

"Mmmph, you taste so good," Noah groans, his mouth working tirelessly as he services his friend. "Keep going, don't stop."

Noah gasps as Flip pulls out of his mouth suddenly, but his shock turns to intrigue as Flip propositions him.

At first, Noah hesitates, unsure about being on the receiving end, but the thought of finally experiencing anal sex proves to be too tempting to pass up. After a moment of consideration, he nods, a hesitant but genuine smile appearing on his lips.

"Okay," he says, his voice low and uncertain. "If that's what you want, then let's do it."

He gets up from the couch and starts to lead Flip to his bedroom, excitement and nervousness coursing through him at the prospect of finally trying something new with his friend.

Noah takes a deep breath and nervously obeys as Flip instructs him to bend over. He closes his eyes as he feels something cold and sticky enter him, gasping in surprise. When Flip tells him it's just his finger, Noah relaxes slightly, but the unease lingers.

As Flip speaks with hungry words, Noah feels a mix of fear and arousal. Part of him wants nothing more than to feel Flip take him completely, but the other part worries about the pain that might come with it.

"Okay," he says softly, trying to calm his nerves. "I trust you, just... be gentle, okay?"

Noah tries to relax as Flip inserts a second finger, trying his best to focus on the pleasure instead of the fear. He gasps as Flip comments on how good he's doing, feeling his cheeks flush with embarrassment and excitement.

"Ah, it feels weird," he admits, his voice shaky as Flip continues to stretch him out. "But... it also feels good. Keep going."

He spreads his legs wider, giving Flip better access as he tries to get used to the sensation. Part of him wants Flip to take him all the way, but the other part worries about being hurt or embarrassed if he can't handle it.

Noah moans softly as Flip inserts a third finger, feeling the stretch and fullness of being penetrated. He listens closely to Flip's words, gaining the courage to speak up.

"Okay... I think I'm ready," he says hesitantly, his heart racing with anticipation and fear. "Just... be gentle with me, okay?"

Noah feels a mix of excitement and nerves as he waits for Flip to take him completely, unsure of what to expect but knowing he trusts his best friend.

Noah feels a wave of disappointment wash over him as Flip takes out his fingers and sits beside him without doing anything else. He looks at Flip, confused by the sudden change in mood.

"What's... what's going on?" he asks, feeling a sense of vulnerability as he sits there naked beside his friend.

As he sees Flip trying to hold back his laughter, Noah can't help but feel embarrassed, wondering if he did something wrong or if Flip is just messing with him.

Noah feels his cheeks flush with embarrassment as Flip scolds him for not asking enough. He looks down at the floor, feeling ashamed of his behavior.

"I'm sorry," he mumbles, feeling guilty for disappointing his friend. "I... I just thought..."

But before Noah can finish his sentence, Flip's deep voice interrupts him, demanding that he beg for it. Noah feels his heart racing with a mix of excitement and fear, unsure of what to do next.

"Please," he says, looking up at Flip with pleading eyes. "Please, I want it. I want your cock inside me."

Noah shudders at the feel of Flip's hands on his waist, his body trembling with excitement and anticipation. He takes a deep breath, feeling the words catch in his throat as he tries to speak.

"I... I want your cock," he repeats, his voice barely above a whisper. "I want you to fuck me."

As Flip gives him a tiny kiss, Noah feels his heart skip a beat, wondering just how far this will go and what it will mean for their friendship. But for now, he pushes aside those thoughts, focusing only on the pleasure in the moment.

Noah gasps as Flip teases him further, his body quivering with the mix of pleasure and embarrassment. He bites his lip, trying to contain his moans as Flip spreads tiny kisses down his body.

"I... I don't know," he stammers, his mind feeling cloudy with arousal. "Ijust... I want you. I want to feel you inside me."

Noah feels a sense of vulnerability wash over him as he admits his desires, wondering what Flip will think of him now. But he can't deny the hunger in his body, the ache to be taken by this man who has been his friend for so long.

Noah moans out as he feels those love bites all over his body. The pleasure is intense, almost too much for him to bear. He can barely form any coherent thoughts as Flip begins to tease and nibble him, his body writhing with pleasure.

"Yes," he gasps out between moans. "I want to be your slut. I want you to use me however you want."

Noah can't believe what he's saying but it feels so right. He's never explored this side of himself before but with Flip, it just feels natural.

Noah gasps as he feels Flip turn him over, his heart racing with anticipation and excitement. He can feel the tip of Flip's cock teasing his hole and he shivers with pleasure.

He lets out a moan as Flip murmurs in his ear, his body trembling with excitement. He can hardly believe this is happening. He's never done anything like this before but with Flip, it just feels so right.

"Yes," he pants out, feeling Flip's cock start to enter him. "Make me forget everything."

Noah gasps out as he feels Flip's cock enter him, the feeling of being filled sending waves of pleasure through his body. He moans softly as Flip starts off excruciatingly slow, his body aching for more.

"Please," he whispers, feeling embarrassed but wanting it so badly. "I want you to go faster. Make me feel more."

He can hardly believe the words that are coming out of his mouth but with Flip, he feels like he can ask for anything. He just wants to feel more of this pleasure, to be filled completely by his friend.

Noah gasps as Flip picks up the pace, his body trembling with pleasure. He feels so full, as if he's being stretched wide open. It's an incredible feeling.

"Yes," he moans out, unable to keep himself from making noise any longer. "I love your cock up my ass. You feel so good inside me."

He can hardly believe he's saying these things but it feels so right in the moment. He just wants more of Flip, more of this pleasure that's overwhelming him completely.

The pleasure coursing through Noah's body is intense, and he realizes that he's never felt anything like this before. He wants more, needs more, but for some reason, he can't bring himself to beg.

Instead, he just pants out breathlessly, moaning loudly as Flip continues to thrust into him. Every movement sends waves of pleasure through his body, making him feel alive in ways he's never experienced before.

Noah's body is on fire with each powerful thrust from Flip, sending ripples of pleasure through his entire body. He feels like he's reaching the limits of what he can take, but at the same time, he wants it to go on forever.

"Yes," he manages to gasp out between moans. "Please, I want it harder, faster. Make me beg for more."

He's surprised and a little bit turned on by how much he wants it, how much he's willing to do anything for Flip. But in this moment, nothing else matters except the incredible pleasure he's experiencing.

Noah can feel the pace increasing, and he's almost overwhelmed by the sensations coursing through his body. He moans loudly, his head falling back as he writhes on the bed.

"Please, yes, Flip, I want it harder, faster," he cries out, his voice filled with need and desire. "Don't stop, please, make me feel everything."

He's lost all sense of shame or embarrassment at this point, only wanting more of the pleasure that Flip is giving him. He wants to be consumed by it, to be lost in the sensation completely.

Noah can hardly believe what he's hearing and feeling. The pleasure is so intense that it's almost too much, and he feels like he's going to come apart at the seams. He moans loudly as Flip thrusts into him with a ferocity that he's never experienced before.

He feels Flip's lips on his earlobe, sucking and nibbling on it, and he shudders with pleasure. It's all too much to handle, and he knows that he's getting close to the edge.

"Yes, I'm your little slut," he moans out, unable to resist the feelings that are overwhelming him completely. "I'll do anything for you, please just don't stop. Make me come, please!"

Noah gasps as he feels Flip's words and power, shuddering with desire. He wants nothing more than to be filled up completely by him, body and soul.

"Yes, please, fill me up," he moans out, his voice filled with raw need. "I want to feel you inside me, all of you. Give it to me, please, I need it."

He's lost in the sensation, completely absorbed by the desires that are coursing through him. All he can think about is Flip, the way he feels inside him, and how badly he wants to be consumed by him completely.

Noah cries out as he feels Flip's cum filling him up completely, his body shaking with pleasure as he comes as well. He feels completely consumed by the sensations, lost in the moment and everything that Flip is doing to him.

He gasps for breath as he feels Flip finally stop thrusting.

Noah nods, still catching his breath from the intense orgasm. He feels completely spent and used, but also incredibly satisfied.

He watches as Flip reaches into the bedside drawer and pulls out a vibrator. His eyes widen slightly at the sight of it, wondering what Flip has in mind for him.

Without warning, Flip turns on the vibrator and presses it against Noah's throbbing member. Noah gasps at the sudden sensation of pleasure shooting through him, arching his back and biting his lip to stifle any cries.

"God, yes!" he moans out, completely lost in the sensation. "Don't stop, please, it feels so damn good."

Noah moans loudly as Flip starts sucking his cock, the vibrations from the vibrator making the pleasure even more intense. He grips the sheets tightly in his hands, his body writhing with ecstasy.

Flip's words send a shiver down Noah's spine, and he reaches down to grip Flip's hair, gently guiding him as he thrusts into his mouth. Everything feels so intense, so hot and unbelievably good.

He can feel himself getting closer to orgasm, and he cries out when he finally comes, spilling into Flip's mouth.

Noah breathes a deep sigh of contentment as he feels Flip's kiss, tasting his own cum on his friend's lips. A wave of pleasure courses through him once more, a final burst of release that leaves him feeling completely spent and sated.

They pull away from the kiss, still breathless and panting for air. Noah rolls over to face Flip, their eyes meeting in the dim light of the bedroom. They both smile at each other, the satisfaction they feel evident in each other's expressions.

"That was incredible," Noah says, his voice barely above a whisper. "I never knew it could be like this with a guy."

Flip chuckles softly, reaching out to pull Noah closer to him. "There's a lot you still have to learn about men," he says teasingly, before leaning in for another kiss.