The next morning, Will and Brian awoke in each other's arms. Their skin pressed together and Will's face flecked with dried flakes of come.

They never intended to fall asleep together. It would bring unwanted attention to the fact that they'd been spending the past few days and nights together.

Not that there was anything wrong with two single men being together physically. It was more the whole doing it in public and near their friends bit that would need explaining.

But, waking up with his head pillowed on Brian's warm, firm chest and listening to Brian's steady heartbeat was wonderful for Will. He enjoyed it more than he ever thought possible. Something so simple yet so relaxing.

"Hi," Brian greeted, smiling down at Will when he saw him looking up at him with a sweet, sleep-happy face.

"Hi," Will parroted back all soft eyes and pink lips.

Brian kissed the top of Will's head before saying, "you have so much dried come on your face."

Will snorted, hands going to rub at his face before admitting, "I'm pretty sure a lot of it came out my nose."

Brian let out a loud bark of laughter, face bright and smile wide. Will was getting lost in everything Brian when they heard Dustin yelling outside.

"Okay, what the hell? How are we hearing him but not finding him? Where is Brian?"

Will and Brian caught each other's eyes, all signs of laughter erased.

"Yeah, his tent's empty," Mateo pointed out. "Do you think he went for a jog or something?"

"No, he'd tell us," Kareem argued. "Leave a note or something."

Will and Brian didn't move for a few seconds, just held the others gaze before bursting into action. Throwing on their clothes and desperately wiping at Will's face.

"Shit, shit, shit," Brian muttered under his breath.

While Will's tent was the farthest from the living area of the campsite, it still faced where everyone stood.

They needed a distraction and a bit of manipulation.

Will stepped out of his tent without a shirt on, arms stretched wide over his head.

"Morning," he declared, rolling his shoulders up and down, stretching this way and that.

When he was certain he had everyone's attention, Will eased over to their picnic table and grabbed a bottle of water.

Mateo, Tyler, Dustin, and Kareem followed after him.

"Hey, have you seen Brian?" Dustin asked as Will cracked open a water bottle and took a long pull.

"Nope," Will answered as he grabbed some soap, wet his face, and "accidentally" spilled water down his chest.

By that point, Brian made it out of Will's tent and circled around to the other side.

"Hey," Brian greeted. "You guys finally awake?"

Pulling their eyes from Will's wet chest, everyone else did a double take when they saw Brian.

"Where the hell were you?" Kareem questioned with his arms crossed.

"I was up early and went for a walk," Brian lied.

"Why didn't you leave a note or something?" Dustin wondered with narrowed eyes.

"I did. The wind must have blown it away," Brian said before stepping up to Will and rubbing at a bit of flakes underneath his nose. "You missed a spot."

"Thanks," Will said, giving Brian a secretive smile.

Tyler looked between Will and Brian and back to Will's tent.

"Did you have nightmares or something last night?" Kareem asked Will, giving up on the Brian mystery.

"Why do you say that?" Will wondered while Brian had to turn around to hide his smile.

"A lot of weird sounds coming out of your tent again," Kareem shrugged. "I'm sorry if those ghost stories got to you. I promise I didn't know they were real or that most were about your mom."

"Oh – uh, well –," Will blinked a few times before smiling. "It's alright. You didn't know."

"Weird sounds, huh," Tyler muttered under his breath, shooting Brian a look he pretended not to see.

"What are we doing today?" Will asked, changing the subject.

"After breakfast, I thought it would be fun to go fishing," Mateo said, finding a map on the table nearby and spreading it open. "There's a lake not too far from here that's supposed to be pretty good."

"Great," Will wrinkled his nose before plopping in a seat and saying, "I'm starving."

"Yeah, you worked up an appetite," Brian murmured.

Tyler narrowed his eyes when Will flushed and Brian smiled, self-satisfied.

Since it was a short ride to the river, everyone crammed into Will's truck. Before Brian could crawl into the seat next to Will, Tyler grabbed him by the bicep and shoved him toward the backseat.

Dustin and Kareem squeezed into the front with Will while Tyler sat between Brian and Kareem. While the other's talked, Tyler hissed at Brian, "what are you doing to Will?"

"What?" Brian frowned, taken aback.

"Last time I checked, you had the hots for Sonny and you hated Will."

"I don't know what you're talking about."

"Bullshit," Tyler whispered. "You keep flirting with him and he's going to think you want him. Will's just a sweet, innocent kid. Leave him alone."

Brian thought back to Will sweetly and innocently sucking his cock like he was starving for it the night before.

"Dude, I don't know what you're talking about," Brian denied.

"He does not need you playing mind games with him. What are you doing, huh? Trying to get him to like you instead of Sonny? Cozying up to him so Sonny will be impressed when he gets here? What?"

"I'm not doing anything for Sonny," Brian insisted.

It was true. He hadn't thought about Sonny especially in relation to Will since the day they arrived. Not since Will gave him one hell of a kiss and turned his entire view of him upside down.

"Then what are you doing?"

"Did it ever occur to you Will and I might be friends now?" Brian asked with an eye roll. "Now, shut up. No one else needs to hear this."

"I'm watching you," Tyler insisted, poking Brian in the arm.

"Yeah, yeah, whatever," Brian muttered, turning away from Tyler to look out the window. He glanced up toward the front and caught Will's eyes in the rearview mirror and gave him a wink.

Too bad for Tyler, he didn't know how turned on Will got at the thought of someone watching them.

They spent the day fishing on a small lake about a twenty-minute drive away. Will complained the whole time, bored. Sitting in a rinky-dink boat they rented, three of them in one boat, the other three in another. Annoyed he wasn't in Brian's boat more than anything.

Will also didn't have any luck. Every time he thought he caught something, it would either escape his line or turn up to be a piece of driftwood. Besides, he hated watching the fish that Mateo or Tyler caught struggling.

Will didn't give much thought to how his food was killed but he didn't want to see it.

By the time they got back to the campsite, Dustin and Mateo hopped out to get started on dinner. The other's gathered around, getting started on the fire. All while Brian lingered near the truck, waiting to corner Will.

Will pulled the keys out of the ignition when Brian opened the passenger door and sat down.

"Hey," Brian said with a sly grin.

"Hi," Will replied, licking his lips. He didn't know what Brian had in mind but he knew he would like whatever it was.

Brian leaned over and pulled Will into a kiss. Will clinging to Brian, eagerly opening his lips and sucking Brian's tongue into his mouth.

"Thought we'd never get off that stupid lake," Brian admitted, hands crawling up Will's shirt.

Will slid his hands into Brian's hair, holding on tight, breathless already. Inspired, Will slid his hand to the button of Brian's jeans, popping it open and unzipping him.

Brian groaned his approval when Will pulled his cock out of his pants and began to stroke. Using all the tips and tricks he learned the afternoon before.

Pulling back with a wide, impish grin, Will licked his lips before leaning over Brian's lap and swirling his tongue over the head of Brian's cock.

"Fuck," Brian praised, throwing his head back against the seat. Letting his fingers run through Will's hair and over his scalp. "That's it, yes, god, so good."

Will relished the praise, wanted more.

Doubling his efforts, Will opened his mouth wide, letting rivers of spit slip down Brian's cock as he bobbed his head up and down. Licking and slurping and working to swallow that last inch he couldn't master the night before.

When he choked a bit, Will pulled back, jerking Brian with his fist.

Will smiled up at Brian before starting over again.

Brian experimented a bit, lifting his hips up, fucking into Will's mouth. When Will didn't choke or seem off-put, Brian thrust a bit harder.

The two built up a rhythm. Brian pushing into Will's mouth as Will sunk down. Brian whispering words of praise and filth. Telling Will how good he was, how perfect he felt around Brian's cock. How he looked so fucking sexy, how he turned Brian on so much. How anyone could walk up and see them, see Will swallowing Brian. How everyone would know how much Will loves it, gags for it, wants Brian in every way possible.

Will rubbed his hips into the seats of the car, desperate for any bit of relief. After a deep breath, Will worked his throat down Brian's cock again, pushing harder and deeper. At just the right moment, Brian thrust up, managing to get that last bit in the back of Will's throat.

At first, Will's throat spasmed, unprepared for the intrusion. Afraid he would puke all over Brian and never live it down, Will forced his throat to relax, trying again.

Choked off, desperate noises from Brian were all the warning Will got before Brian released.

Will pushed on Brian's thighs to get away. Overwhelmed and turned on and afraid he was going to come from the thought of having Brian deep in his throat.

"Fuck, fuck, fuck," Brian slapped his hand on the roof of the truck over and over.

Will, face covered in come once again, light headed and struggling to breathe, still managed to keep one fist tight around Brian as he worked him through his orgasm.

"Holy shit," Brian praised one last time before dragging Will up toward him and devouring his mouth. Giving up all pretense of decorum and licking his own come off Will's face, shoving it into Will's mouth, passing it between them while he rubbed his palm against Will's dick.

Swallowing Will's frantic moans and relishing the thought of once again forcing Will to make a mess with barely more than a light touch.

When Brian threw himself against the seat, Will plastered to his chest, he threw his head back and laughed.

"Fuck," Brian chuckled, running his hands through Will's hair and making even more of a mess with it. "No one's ever done that before."

"What?" Will asked, voice ruined. "Deepthroat you?"

"Uh-huh," Brian confirmed, looking at Will with unmitigated pride. "You made me come so fucking hard. Couldn't even stop it, you just sucked me in your throat and I was gone."

Will grinned before kissing Brian once more. When he pulled back, he pressed his lips together, pondering something before sighing.

"What?" Brian asked, wondering why every little thing Will did, every expression, every sweep of his lashes, filled his chest with warmth.

Will cleared his throat until he wasn't quite as raspy.

"Remember how I said EJ bought essentials for the trip?"

"Oh, the attractive older man who bought you hundreds of dollars' worth of camping supplies and a truck and you expect me to believe doesn't want in your pants?"

Will smacked Brian in the chest.

"He also packed this," Will leaned over Brian again and reached under the passenger seat.

He waited for Brian to tuck himself back in his pants and zip up before throwing the box in his lap.

"Holy crap, what kind of trip did he think this was?" Brian asked with wide eyes as he took in all the condoms and lube packets.

"Apparently the one we're on," Will answered dryly.

"So, he bought you all the other stuff and all this and again, I'm not supposed to think you two have a sexual relationship?"

"We're not gonna have one soon if you don't zip it," Will threatened light-heartedly. He cleared his throat again and said, "I thought maybe we could use them tonight."

"It's a little late to worry about swallowing my come," Brian pointed out. "I'm pretty sure you're digesting a gallon or so as we speak."

"Not that," Will huffed when he saw Brian's teasing grin. "You're gonna make me say it, aren't you?"

"Oh, yeah," Brian confirmed with a smug smile.

"I thought we could use them – you know – when we have sex, the – uh – when you're inside me. When you sneak into my tent and fuck me, tonight."

Brian kissed Will again, deep and dirty.

"You can't say things like that without consequences," Brian warned, nipping at Will's lips. "I already made you come in your pants once, like a dirty little boy."

"Brian," Will sighed when Brian kissed down his jawline to his neck.

They both jumped, Will letting out a little scream, when Tyler pounded on the truck's windows.

"I don't know what you're doing in there but get out."

Will, cradling the box with all their supplies for the night, crawled out of the truck with red cheeks. Brian joined him on the other side and looked at Tyler, bored.

Tyler looked between the two like a disappointed parent. When he opened his mouth, Dustin yelled at all three of them from the campfire.

"What are you doing? Dinner's already ready. Hurry up and get over here."

Tyler pointed between Will and Brian and said, "we're talking about this later."

Will and Brian shared a look when he stomped off. With everyone expecting them, Will wasn't able to sneak off to his tent and change. He had to sit around in his soiled boxers, Brian whispering filth into Will's ear the whole time.

After dinner and a bit of gossip around the fire, Will hurried off behind a few trees with a bucket, soap, and a washcloth. When he got home he was going to take the world's longest shower but until then, he'd make due.

And if he wanted Brian inside of him, Will would have to clean up first. He knew that much, at least.

Arriving back in his tent, and thanking all the deities in the world that Mateo was monopolizing Tyler's time, Will sat in a pair of sweatpants – the only pair Brian had yet to ruin – and waited.

He didn't wait long.

Brian moved into Will's tent in sweatpants and nothing else. Will would never get over the view of Brian shirtless with his pants hanging tantalizingly low.

"Nervous?" Brian asked as he crawled over to Will, leaning on his side.

Will nodded, lips pressed together.

He wanted this, wanted Brian, but he wasn't sure how this was going to go.

"Why?" Brian wondered, adjusting so he was eye level with Will. The two looking at each other, mere inches apart.

"I dunno," Will mumbled. He grabbed Brian's right hand and fiddled with his fingers, bending them forward and back.

"Come on," Brian urged. "Tell me."

Will sighed, flopping his head on the mattress, dragging Brian down with him.

"It's gonna hurt, isn't it?" Will asked. "All the videos I've seen online, I know it's not that easy."

"Well, it's not gonna be pleasant the first time," Brian agreed. "But, I'll do my best to make sure you aren't hurting."

"How?"

Brian moved closer, sliding his hand down Will's back, settling on the sharp curve of his butt.

"I'm gonna work you open," Brian revealed, smiling when Will inhaled loudly. "Get you all hot and bothered, slip my fingers inside you. Maybe wrap my lips around your pretty cock, suck your balls in my mouth."

"Brian," Will sighed, gripping his hips tight.

Brian pushed Will on his back, straddling his lap. He kissed Will on the lips, wet but sweet. Leaning so his elbows were on either side of Will's head.

"Hey," Brian held Will's gaze, brushing his thumb over Will's cheekbone. "I'm gonna take care of you, okay?"

Will nodded, dragging Brian in for another kiss.

They kissed for a long time, hands sliding along the other's body, kicking off their sweats and pulling Will's shirt over his head.

They rubbed against each other, hands teasingly brushing the other's cock. Once Will was panting and dripping, Brian scooted to the end of the air mattress and spread Will's legs.

"This okay?" Brian asked between Will's legs, holding a packet of lube.

Will nodded, still nervous but knowing Brian would never hurt him. Not unless Will asked him to.

Brian ripped the packet open with his teeth and spread it over a few fingers.

"We're gonna take this slow," Brian assured Will. He used his thumb to brush along Will's entrance, spreading the lube and groaning at the sight of Will's closed up little hole twitching. "Take a deep breath."

Will followed directions, lungs filling with air.

"Let it out nice and slow."

When Will exhaled, Brian pushed his thumb inside.

"Oh," Will breathed, clenching around the digit. It didn't feel like much of anything until Brian began pushing in and out.

Will sighed, spreading his legs wider, and licked his lips.

"S'good," Will said. "Nice."

"Good," Brian mumbled, pushing in then out and circling around. When Will relaxed around him, Brian pulled his thumb out and replaced it with his middle finger.

It wasn't any thicker than his thumb but the length surprised Will. Reaching places inside him he didn't know would feel good.

Speeding up, Brian fingered Will, watching his reactions. When it was time for two fingers, Brian sucked Will's firm cock into his mouth when he pushed two inside Will.

Will bit the side of his wrist, the dual sensations making it impossible to stay quiet.

"Good boy," Brian whispered with a wicked grin before sinking his mouth down Will's cock again, fingers working in and out.

Will whimpered at the praise.

By the time Will was ready for three fingers, he was rocking his pelvis up into Brian's open mouth and back against his fingers. Shaking and trembling and practically squeezing the life out of Brian with his thighs.

Brian had to reach up with his free hand and shove four fingers into Will's mouth to keep him quiet when he came.

"Brian, Bri, Bri, oh," Will sighed, body sweaty and sated.

Brian eased his fingers out of Will's mouth and entrance and asked, "are you ready for me?"

Despite coming not more than a few seconds ago, Will nodded.

"What should I – I mean – how do you want me?"

Brian, eyes blazing, pressed his lips to Will's before grinning.

"Hard to decide," Brian teased as he grabbed a condom out of the box. "Hands and knees will probably be easier for you but then I can't look at that gorgeous face when I first slip inside you."

Will nodded, kissing Brian again and knocking his hands away from the condom. He unraveled it with shaky hands and stretched it over Brian, nervous again.

"Here," Brian helped Will lay down on his back and grabbed Will's pillow, slotting it under his hips. "Still okay?"

"Uh-huh," Will answered, licking his lips. "How does it – I mean will it – where do I put my –?"

"Shh," Brian hushed, spreading another packet of lube up and down his length, staring at the sight of Will naked and open and waiting for him. "I told you. I'll take care of you."

Brian got on his knees between Will's spread legs. He grabbed one of Will's legs and wrapped it around his waist, tilting Will's hips up.

"Okay?" Brian asked, rubbing his erection against Will's entrance, rocking back and forth. With his other hand, he grabbed Will's cock and started twisting.

Will, breathing heavily, nodded.

"You gotta breathe in and out again," Brian said, waiting for Will to follow his directions before pushing inside him, inch by inch.

Will's eyes fluttered shut; face scrunched up in something that was a little bit more pain than pleasure.

Brian watched Will's reactions, working his fist on Will's cock, taking a little bit longer to get him hard than usual.

Will whimpered with each press of Brian inside him even with Brian giving Will time to adjust. Arm wrapped tight around Brian's neck, Will hefted his other leg around Brian's waist and cried out when Brian bottomed out inside him.

"Fuck," Brian hissed, feeling every twitch and hitch Will made around his cock.

But, despite how badly Brian wanted to thrust and rock into Will, he waited. Brian hadn't been with a virgin since his own first time. He forgot how tight Will would feel around him, how intense the feeling was with someone inside you for the first time.

Will handled it a lot better than Brian did his first time. He also got harder faster than Brian did.

Giving an experimental thrust, nothing more than a slight lurch into Will, Brian groaned when Will's cock hardened and he sighed.

"Brian," Will moaned, clinging to him harder, working his hips against Brian's.

The two rocked into one another, working up a rhythm. Brian rose to his knees and dragged Will with him, curling Will in half. Will's legs hitched higher and their tent filled with the sound of Brian's heavy balls slapping into Will and Will's pants, whimpers, and moans.

"Will," Brian warned, "gotta be quiet, baby. Someone's gonna hear."

As much as Brian wanted to make Will scream, he didn't need Will's first time ruined by their nosy friends barging in on them.

"Can't help it," Will whispered, toes curling, and letting out a sharp grunt at a particularly good thrust. "Feels so – oh, Brian, Bri, Bri – so good. Oh, god."

Brian, knowing he had to keep Will quiet, rushed to shut Will up with a kiss. Almost bent in half, knees near his head, Will bit and licked and huffed against Brian's mouth.

Keeping Will's mouth preoccupied, Brian circled his hips, jabbing into Will's prostate once, twice, three times before Will let out a muffled scream. With Will squeezing and tightening rhythmically around him, Brian followed mere moments after. The two grinding into the other, Will's legs lowering but refusing to let go of Brian's lips.

"Feel good?" Brian asked a few minutes later with a smug smile.

"You know it did," Will laughed, eyes closed with his head pressed back into the mattress. He covered his eyes with his right arm and downright giggled. "It felt so good."

"You were writhing pretty hard there, yeah," Brian pointed out, hands sliding up and over Will's abs and chest.

"You stretched me so good," Will admitted, moving his arm and smiling up at Brian.

Brian grunted when Will clenched around him before easing out nice and slow. He tied off his condom and tossed it in a corner to deal with later. Then he turned Will onto his front, dragging his hips up, and pushing his chest down.

"Let me so how stretched," Brian said, massaging Will's cheeks for a few moments before pulling him open. "Oh, fuck, yes."

Will was wet and red and open, all shiny and slick and Brian couldn't remember being this turned on by anyone before. He couldn't get enough of Will.

"What are you – oh, Bri, fuck!" Will yelled when he felt the first sweep of Brian's tongue against his hole.

Yet another act he never understood in porn. While sexy in theory, Will always thought the actual experience would be disgusting or dirty. But, like all things with Brian, Will couldn't help how deliciously sexy it was.

Brian devoured Will, tongue teasing his rim before dipping inside. Both getting harder faster than should have been possible.

"Bri, Bri, please," Will begged, thrusting his hips forward and back. "Please, again, please, please. Need you again."

"Don't wanna hurt you," Brian moaned, mouthing the curve of Will's ass, biting down on the area between Will's ass and thighs hard.

"Need you," Will whimpered, downright shaking. "Need your cock. Please, Bri, please, please."

"Shh," Brian hushed, struggling to open another condom and shove it on, drizzling lube all over him.

This was probably a terrible idea. Will couldn't keep his mouth shut and Brian didn't want him to and even though they both just came minutes ago Brian felt like he was going to die if he wasn't inside Will's tight warmth again.

Brian slipped into Will, left arm wrapped around Will's waist. He felt Will's muscles contract around him and under his palm and Brian was quickly becoming addicted to Will Horton.

When Will couldn't soften his choked off little half cries, Brian shoved his face into the air mattress, encouraging Will to bite the sleeping bag. Do something, anything to keep quiet.

Rising higher on his knees and hitting a different spot inside, Will and Brian both saw stars and everything else faded around them. Including the sound of the tent unzipping.

"Seriously what are you – oh my god!"

Brian, pausing mid-thrust, took a deep breath and looked away from Will.

Tyler was staring at him and Will with his mouth open wide. He had a perfect view of them. Will's face buried in the sleeping tent and Brian buried in Will.

Damn, Brian forgot all about Tyler and his unnecessary threats and warnings.

Still deep inside Will, Brian leaned forward, pressing his forehead to Will's back. Will hadn't lifted his head yet. Brian planned to whisper a few encouraging words to keep Will calm, let him know Will didn't have to feel embarrassed and nothing bad was going to happen.

But, when Brian leaned in, it caused his hips to press forward and Will let out a soft, shameless moan. With a smile slowly sliding up his face, Brian dragged his hand down Will's chest and wrapped it around his cock.

Will was still hard and dripping.

Knowing Tyler was there, that Tyler could see them, turned Will on even more.

Suddenly, Brian knew just how to shut Will up while he fucked him.

Kissing down Will's spine, Brian glanced over at Tyler. His eyes and mouth were wide and his face flushed but Brian could see his sweatpants tenting in the front.

Brian pulled Will up by his hips, using his left arm to hold Will up so they were front to back. Digging into the meat of Will's shoulders and licking along the back of his neck, Brian whispered, "this is what you want, isn't it?"

Brian rocked into Will, soft and slow and giving Tyler an eyeful of Will's trembling, sweaty body and his thick, hard cock.

Will's eyes were still closed tight but Brian felt him react internally to everything Brian said and did.

"You want him watching you, baby?" Brian asked, moving his arm down to hold the base of Will's dick. From the way Will was spasming around him, Brian got the feeling he was close. He didn't want that happening for a while yet.

Will hesitated for a moment before nodding.

"Open your eyes and tell him," Brian suggested, smirking over Will's shoulder at Tyler's conflicted face.

"Brian," Tyler said, "I don't think he –,"

"Please," Brian chuckled. "He gets off so hard knowing everyone's only a few steps away. Always comes so fast knowing anyone could catch us, see us, see him."

Will's cock jumped in Brian's grip.

"Why don't you look and see him, baby?" Brian purred, running his tongue along the shell of Will's ear. "See how turned on you got him. See what watching you get fucked does to him."

When Will's eyes flickered open, when he looked at Tyler's mesmerized expression and the prominent bulge in his pants, Will's eyes fluttered shut and he pressed back into Brian, hard.

"Now, why don't you put those pretty lips to work, hmm?" Brian suggested. He bent Will forward again, closer to Tyler, getting him eye level with Tyler's cock. "That'll keep you nice and quiet and I can fuck you for as long as you need."

"Will," Tyler whispered, breathless and unconsciously licking his lips. "You don't have to do this. You don't have to do anything Brian says, especially if he's manipulating you into this."

"He's not," Will said, voice a low, trembling rumble. He grabbed the waistband of Tyler's sweats and pulled him closer. His eyes shut tight again when Brian rolled his hips. "Oh, Bri, mmm."

Tyler gulped at the sight. At Brian rocking into Will, soft and slow, at Will arching his back and working his hips, all while moaning and sighing.

"I want to," Will looked up at Tyler through his lashes, pupils so wide his eyes were nearly black. "I want you. Can I?"

Tyler was powerless to do anything but nod, inhaling sharply when Will tugged down his sweats, exposing his hard cock, watching it almost hit Will in the face when it bounced free.

While Will moaned when he saw Tyler, Brian tossed an unopened condom at him.

Tyler didn't question it even if Will did, making a little noise, and glancing at Brian over his shoulder.

Brian didn't answer. He simply leaned down to kiss Will, distracting him while Tyler unraveled the condom over himself. Brian knew it was irresponsible to let himself and Will suck each other without condoms before but he couldn't help it. Feeling Will's tongue on him bare was amazing and intimate and like hell was Brian letting anyone else have the opportunity.

When Tyler finished, firm cock standing straight from his body, Will held the base and groaned. He licked his lips before kissing the tip, suckling the head, and Tyler threw his head back, fingers dragging through Will's hair.

Brian chuckled behind them, holding tight to the base of Will's cock so he wouldn't come just yet. There was something delightfully sinful about watching Will suck someone else off. About getting a different view of it all.

While Brian had never considered Tyler in a sexual light before, seeing how turned on he was from Will's mouth, made everything better for Brian. Will was still inexperienced with blowjobs. They were a bit too sloppy and wet but Brian knew from experience it made things even sexier.

Watching Will work up a rhythm, spit slipping out of his mouth and down his chin, the cute little gurgles he'd let out when Brian would hit a good spot inside him, added a new dimension to his time with Will.

Although, Brian could admit as sexy as it was watching Will with Tyler, sharing him with someone else, Brian missed being the center of Will's attention. He wanted to hear Will's moans and whimpers. Wanted to hear Will call him Bri and beg him.

Redoubling his efforts, suddenly insistent he be the one to make Will come, Brian rocked into Will fast and deep, pushing Will further onto Tyler.

Will opened his mouth wide and took a deep breath on Brian's next thrust. Tyler wasn't as long or wide as Brian which made it much easier to swallow around him. But, it would be even better if Tyler wasn't so gentle with him.

Pulling back a bit, wiping copious amounts of spit from his face, Will asked, "Tyler?"

"Huh?" Tyler responded, eyes riveted to Will, to the way his back bowed and the dimples above his ass, the way Will's cheeks jiggled when Brian thrust inside him.

Will wasn't as good with dirty talk as Brian was but he'd give it a try.

"Fuck my throat?" Will asked, letting Tyler's cock rub along the side of his face, nuzzling into it. "Please?"

Tyler let out a soft whimper.

"Want it," Will added, smiling to himself when he heard Brian groan low in his throat behind him. "Want you both inside me as deep as possible."

When Will opened his mouth this time, relaxing his throat, both Brian and Tyler slammed into him. They rocked Will between them, Brian pushing in as Tyler pulled out. Will felt sore and used and loved every minute of it.

It was an entirely different experience having Tyler come inside the condom rather than in or on Will. But no less enjoyable especially his little pants and praises, trying his best to stay quiet.

Brian, smug that he held out longer than Tyler, let go of his grip on Will in favor of stroking him, whispering in Will's ear.

"Looked so fucking sexy with your lips around him. Taking him in your throat, swallowing him down. All while working your hips on me, begging for my cock. You stayed so quiet, didn't you, baby?"

Will nodded desperately. He wanted to scream and shout but his throat was sore.

"Deserve a reward, don't you?" Brian teased while changing the direction of his hips and hammering into Will.

Tyler fell on his butt at the edge of the tent, spent cock hanging from his sweats while he watched and listened.

"I know you wanna come again. Held off so long this time, did so good. Made Tyler come so hard and now he gets to watch you. Gets to see you come all over yourself. Don't you want him to see?"

Before Will could let out a sharp cry, sore throat or not, Brian yanked him up by the neck into a kiss. The two slipping and sliding their tongues together while Will came over Brian's fist.

Brian only lasted a few minutes after that, slowing his pace as he ground into Will one last time before gingerly sliding out.

Will swayed on his knees before collapsing on his side, limbs, and eyes heavy.

Brian tied off his condom and tossed it to the side again, nearly hitting Tyler, before he curled up around Will, their bodies slotting together. Will resting his head on Brian's forearm and giving Tyler a lazy smile when he saw him watching them.

"I guess I don't get to be self-righteous about warning you away from Will now," Tyler whispered as he threw his own condom near Brian's and tucked himself back into his pants.

"Afraid not," Brian responded, feeling at ease naked with his arms around Will and one of his closest friends watching them.

"When did you do that?" Will asked around a wide yawn.

"This morning," Tyler explained, admiring how attractive a picture Will and Brian made. "I thought he was messing with your head, leading you on."

"Nope," Will answered before Brian could. He held tighter to Brian's arm, wiggling his butt against Brian's groin and causing him to hiss. "He's addicted to me, now."

Brian didn't answer besides kissing the back of Will's head.

"And this was okay, right?" Tyler gestured between himself and Will.

Will rolled his eyes, adjusting on the mattress.

"Yes, Tyler, I wanted to suck you off. The only problem is going to be finding the time to do it again."

Brian grunted, squeezing Will a little too tight.

"So jealous," Will whispered with his eyes closed, kissing Brian's arm. "Don't worry, I'm all yours."

"Better be," Brian grumbled, burying his face in Will's hair.

Tyler felt a little uncomfortable witnessing whatever it was Will and Brian were experiencing especially as they were naked and just had a threesome.

"Right," Tyler said. "I'm gonna go. I'll keep the other's preoccupied in the morning so you can escape, Brian."

Brian waved his hand in farewell, laughing when Will said, "thanks for letting me suck your cock."

Tyler couldn't resist goading Brian when he said, "anytime, Will, anytime."