Billy and Jeffry were friends from school. Billy was almost a year older than Jeffry, but they were still in the same class. Jeffrey had started school earlier than he should, while Billy's parents held him back a year. Being one of the older boys in class, Billy was very confident, strong and popular. His jet black hair, handsome face, toned body and demeanor marked him as a typical, although young, 'alpha' male.

Jeffry was nearly the opposite; being younger, he was smaller than the other boys in his class. He was also thin, weak, and unsure of himself. He was cute enough, with his unkempt sandy blond hair and dimpled smile, but he was insecure and lacked confidence. Not wanting to ever make a scene, he was a bit submissive and always went along with the crowd. He was just happy to have friends and never wanted to disappoint anyone.

That is why Jeffery and Billy had started hanging out together. They were drawn together. Bill liked to take charge, and Jeffry liked to hang out with Billy and do the things Billy wanted to do, meekly, without question. Billy liked that. Jeffry really admired Billy and tagged along whenever he could. Billy was cool, funny, strong and handsome. All the things Jeffry wished he could be. He so badly wanted to become Billy's best friend.

However, their friendship changed drastically one hot, late summer afternoon.

Billy had invited Jeffry to go swimming at his house that day. His family owned a large, built-in swimming pool – perfect for a cool dip on a hot, summer day. And the best part was Billy's parents were rarely home – both of them having demanding jobs that kept them away for long hours during the week-days.

The two friends had a good time playing together in the pool, and even got a bit naughty as they admired Billy's older sister, Becky. She was sixteen and beautiful. Becky was sunning herself on the pool deck, wearing a skimpy bikini that barely covered her full, round, tits and well trimmed pussy. While she sunbathed with her eyes closed, the boys began goofing around.

Billy thought his older sister was sexy as hell and was always trying to leer at her without being caught. First, Billy made hand gestures as if he was grabbing her breasts. Jeffry stuck out his tongue like he was in the throes of orgasm and started making humping motions. Then, they both pretended they were fucking her and groping her tits. Billy even crept up behind her, grabbed his swelling crotch and humped the air behind her head!

They later whispered together in the corner of the pool, staring at her, and making dirty comments about how they wanted to see her naked. They discussed her hard nipples and admired her prominent camel toe, bragging about how hard they would fuck her and make her cum with their hard cocks.

They both began to get stiff in their swimming trunks but pretended not to notice each other's growing bulges. However, Jeffry found himself stealing glances at Billy's crotch, fascinated by the very large bulge that was developing in Billy's swimsuit. Jeffry began to look whenever he got the chance. Billy's dick was obviously so much bigger than his own. Intrigued, he began to wonder how big it really was and what his friend's cock looked like.

Billy noticed Jeffry's glances and became oddly amused by his friend's attention. Billy was very proud of his muscular body and his big cock which he knew was longer and fatter than all the other guys at school.

Jeffry's attention triggered something in Billy. His cock size had always made him feel superior to the other kids, and with Jeffry's obvious curiosity, he felt proud, superior, and a little more arrogant. He liked the feeling. He began to get even more aroused. Billy decided to show off for Jeffry.

Billy turned his head and pretended to look at something off in the distance with his very chubby cock pressed against his swimsuit. From the corner of his eye, he saw Jeffry staring openly at his crotch. He began calling for Jeffry to watch as he made silly poses, then dove into the water; making sure he nearly lost his swim trunks in the process. He showed off his handsome ass crack by quickly climbing out of the water and letting his trunks fall down and then pull his suit up into his crack before adjusting it properly. As his cock grew firmer, he finished by standing on his hands in the shallow water, his long, hard, lump clearly visible in his tight swim-suit, dangling just above the water line.

Jeffry's cock became rock-hard watching his friend's antics and he had to wait until it subsided before climbing out of the pool. Billy's large cock had quickly become an obsession for him and he felt strangely compelled to see what it looked like. His small penis was never a source of embarrassment to him, until now. He really wanted to see how big Billy's cock was, especially compared to his meager package. Jeffry quickly devised a plan to catch his friend naked so he could see Billy's cock.

After they were finished swimming, the two boys headed back into the house. Jeffry followed closely behind his friend to make sure they were together when Billy stripped off his swim-suit. Jeffey pushed his way into Billy's bedroom before Billy could shut the door.

"! I'm cold," said Jeffry, excited and nervous at the same time. He was about to see Billy's dick!

"Me too!" Billy added. He saw Jeffry glance at his crotch again. He turned his back and dropped his wet trunks on the floor, allowing his friend to gaze at his smooth, firm ass. Billy bent over slowly to pick up his clothes from the floor, letting his heavy balls peek out from below his ass and then quickly whirled around, catching Jeffry staring hungrily at his ass and then watch his gaze shift to Billy's balls and then his chubby, naked cock.

Jeffry never even looked up. He slowly dropped his own wet suit on the floor, hypnotized by his friend's nakedness.

"Wow, Billy! Your dick is a lot bigger than mine!" Jeffry said, unashamed. He walked over to Billy and compared their cocks. Billy wasn't fully erect any longer, but his perfect penis was plump and long, with a thick shaft and fat head. Jeffry's small cock was hard and stiff and his tiny nuts were shrunken from the cold. The two teenage peckers were a mere foot from each other.

"Wow! Your cock is huge, Bill!" Jeffry said, coming closer and openly admiring his friend's cock.

"Yours is pretty small, Jeffry. I bet you wish you had a cock as big as mine." Billy flexed for his friend and thrust his hips; his thick pole flopped up and down. 'Smack, smack!' as his cock slapped his belly and then his heavy balls.