Brian's heart was racing ninety miles a minute. There was his stern, beefy authority figure bared for his eyes. Sarge was squatting, hulking over, inhaling the biggest penis Nelson could have imagined a guy to have. Inch after nasty inch pounded his mouth. He looked up at the handsome USAF officer. He loved watching the older man take charge, watching those veins in his hairy forearms bulge out as he grabbed the reins and held Sarge's skull stationary. The cool determination of his sexual state intimidated the young private, but it also turned him on. He had a feeling he was next.

Ben Walsh looked down at the cock-sucking marine. This guy was a pro. He'd been nervous letting the sergeant tag along, but damn if this muscle-bound lug didn't have a submissive streak. It had been ages since he'd been treated to such a rough throat rut, and he was enjoying the hell out of it.

The real prize, though, was staring up at him with his baby blue eyes. Fucking cherry USMC private. Innocent yet masculine face, a body made to order. Best part was that the young stud didn't know how goddamn perfect he was. How his sergeant was madly in love with him. How every full-blooded stud in that bar was drooling over his form. How a jaded, experienced Air Force Captain would crawl through broken glass for a crack at those creamy white buns.

After a few more minutes, Clint grabbed the Captain's hips and stopped the face fucking in mid thrust. He wanted to demonstrate his cock-sucking skill for Nelson. He worked the length, slowly, then faster. He teased and suckled at the dripping head. He punched the spongy-hard head further back into his oral cavity, into his throat. He unhinged his jaws and swallowed the staff whole.

"Holy fuck, Sarge!" he heard Nelson mutter approvingly. Time to pull off. The meat lollipop made a smacking sound as it cleared his wet lips.

"Want a go, Private?"

Clint was unprepared for the eagerness as Brian almost pushed him out of the way and gobbled Ben's nasty prick-head. Hastily, the private started bobbing his head, trying to stuff that choice slab of Captain cock down his craw. Nelson immediately gagged on the size and started coughing, his eyes tearing up as the soreness in the back of his throat burned a little.

"Easy there, marine," Clint said. He pulled Brian off the prick, making soothing motions with his hand on the young man's back. "Captain here's got a big one. You gotta take it slow, make love to that cock, worship it." As he spoke, he gripped the iron-rigid tool and stroked its magnificent length, began kissing its firm, warm surface. "Show your top you're grateful for his nine and a half inches and what it's gonna do for you."

Nelson took a breath, and gently pushed his sergeant out of the way. He repeated Driscoll's actions, nuzzling, kissing, licking that pulsing Captain erection. He was just as eager before, but now the slow approach fed his inner hunger, stoking the fires in his guts and loin. He felt Sarge's hands pushing him gently on that cock, assuring him.

"Now," Clint grunted, "Eat that meat, Private. You can do it. Take your time. Yeah, that's it." The private popped the dickhead in his sucking mouth and moaned at the wonderful sensation. Yep, he was gonna take to cock eating and quickly.

Ben sucked in a deep breath. He normally liked taking charge, but it was turning him on big to watch the greenhorn Sarge coached his charge in the fine art of eating dick. "Oh God, yeah, Nelson, suckle that head... nibble the Captain's foreskin, dig that tongue underneath. Taste the glans, the slit, all around. Learn everything an uncut piece has to offer, buddy. How's he taste, Private?"

Brian popped Walsh's prick head out of his mouth with a wet smack. "Good, sir. Real good." He thought a second and added, "A little salty. He leaks a lot." As he spoke the piss-slit was oozing more man-sap, so Nelson swiped it with his broad tongue.

"I think the Cap here's real horny. Probably been a week or two since his last lay." He looked up for confirmation.

"Yah," Ben moaned. These guys were too much. Double teaming his cock. "And if you marines are good, I got a couple of rounds of ammunition stored up for ya."

Brian pounced back onto that formidable erection. Sarge shuddered at the sight, amazed at how eager his private was for his first taste of spooge. Nelson was starting to really swallow that staff now. Driscoll egged him on, alternating between urging him to go slow and steady, and pushing him to take more. Nelson was a marine goddamnit, and a marine got the job done.

The private was already salivating more and his throat relaxing, but when his sergeant appealed to his duty to the Corps, it was like a switch was turned on in him. His throat muscles undulated and more hard cock stuffed his gullet. Soon his nose and face were being pressed into Walsh's blond bush and soft scrotum.

"Goddamn!" Walsh cried. "Eat that cock, marine! Choke on my rod."

Nelson thought he would choke, too, only he held his breath and held steady for a good twenty seconds before bobbing back off. He'd done it, he thought as he sucked in air and licked his lips, wetting them back up, he was a real, bona fide marine cocksucker now. Like Sarge, he felt a little ashamed, but mostly horny as hell. He took the Captain's prick back in his mouth and began his descent back down. Repeating his feat.

Now Walsh started small thrusts, opening up the kid's throat even more. Yeah, Nelson was a tough fucker, mouth warm and gullet vice-tight on the captain's prick.

Driscoll leaned back on his haunches and watched the action. The kid gobbling dick and bobbing up and down, the captain asserting his primordial right to hot wet pussy. This was hotter than he'd ever imagined. Baby Face Nelson was a natural. Maybe the kid would be showing him the ropes before the night was over.

He almost didn't notice that Ben was getting off. The man wasn't a screamer, his body didn't convulse like many men's. He matter of factly looked down, grabbed Nelson's jaw and held that mouth steady as he pumped out a thick flood of sperm into the young man's throat and mouth. It was only when he saw Nelson struggle to swallow the copious seed that Sgt. Driscoll realized Walsh was ejaculating. "Fucking hot," he muttered, his own hand jacking his prick now.

The Captain finally pulled out and ran his hand through the close bristle on Brian's head. "Thanks, marine. That was something else."

Nelson beamed as he reclined back, his meaty cock erect and dripping, his mouth wet with spit and sperm. His gaze took in the sight of the captain's tumescent prick, now swinging firm and sticky between Ben's hairy legs. The private ran his hand along his smooth, hard torso and reached down to grapple his fuckstick. He turned to his sergeant and nodded. I did it, he said with his twinkling eyes.

"You liked that, private?" Clint asked.

"Yes, sir," Brian grunted.

Cpt. Walsh lay down and started running his hands along the young man's body. "Want to take it to the next level, stud?" His thick fingers teased Nelson's sensitive nutsac and probed deeper along the perineum, leaving no guess as to what he had in mind.

"You wan-na fuck me?" the private stammered.

Walsh nodded down to his still angry erection. "Like you wouldn't believe."

Nervously, Nelson's hand wandered over and touched that impressive staff. He tried to imagine the immense cock fucking him, busting his cherry. "You're big, sir. Real big. I don't know if I can…"

Walsh rolled closer to Nelson's heated body, and snaked his hand down lower, teasing the kid's hole, circling the sphincter, prodding, pushing against it. The kid's hand felt nice on his prick. "Don't let the size intimidate you. The penetration's tough going, but after that it's gonna drive you wild."

Nelson hesitated. He wasn't sure he trusted the captain.

"Here," Ben said, getting up on his knees and freeing the spot next to Brian. "Why don't you let your sergeant show you?" He looked over at Clint. "All right with you, Sarge?"

Driscoll nodded in agreement. This man could fuck him to Wednesday, and it would be all right with him. "How you want me, Captain?"

Ben stroked his hard meat and contemplated. Finally he ordered, "Belly down. Ass up."

Sgt. Driscoll had barely rolled over before he felt Walsh's commanding hands knead his hairy muscle cheeks. "Nice, man," Ben said to himself.

Sarge could feel the top man shift his weight on top of him. He turned his head to see Nelson looking up brightly at the captain's preparations.

"Damn, Sarge, aren't you gonna need more grease than that?"

Clint tried to look back but couldn't see much. He had no idea how much lubricant Ben was slathering on. The kid was probably right: not enough. He gritted his teeth in determination and answered his private. "A marine can take it."

It made Nelson smile big, but Clint regretted saying it when the captain's big cock breached him roughly. "Ooof," he cried then sucked in air. Walsh slapped his upturned butt cheeks as that rod brutally penetrated his rectum.

"You OK, Sarge?" Brian's face was so close, Clint could feel the kid's sweet breath on his face.

Driscoll knew the sweat was beading on his brow. The airman was one tough fucker. "I'm all right, Nelson. You can go watch the action, if you want."

Nelson wanted. He was witness to the hottest pairing he could imagine, the gruff sergeant he'd gone from hating to admiring and the tall, imposing stature of authority. He visibly shuddered when he realized that maybe the authority was what drew him to the corps in the first place.

Brian'd have to sort through that later, now he was content to scoot up and lean down close to watch Ben's long prick violate Sarge's tender hole. He could hear the squishy sounds of penetration and of Walsh's nuts press against the now wet flesh between Clint's legs. He could feel the heat emanating off the two men. He could smell the sex.

"Like the view, Private?" Walsh had to admit the sarge was a great fuck. He loved manhandling a butch bottom, roughly spearing the anal entrance with his rammer over and over as the man beneath him whimpered. His grin widened as he realized Driscoll's moans were definitely edging into the pleasurable end of the sound spectrum.

"Yessir, Captain." Nelson's puppy dog expression was back in full force.

"Your sarge can take a real pounding."

"Yessir." Softer. Hesitation creeping fast into his gungho voice.

"Don't worry, Brian, we're gonna take it easy. That fuck's gonna be so smooth…"

"I can take it, sir. I'm a marine."

"That you are."

"Gonna be like Sarge." Nelson was speaking to himself now.

Walsh's prick was so excited it ached. He decided to get the show going. Pulling his hips back, he threw more force into his thrusts, pounding Clint's head into the headboard of the bed.

Sarge didn't mind. The extra pressure against his insides was fast driving him to his nut. He'd not been fucked off like this in ages. A real internal bruising. He should be mad, especially being abused this way in front of the kid, but damn it felt good. Driscoll's fingers gripped the sheets and his cock pumped out their spray onto the bed sheets.

He momentarily blacked out from the pleasure. When his eyes fluttered open, Captain Walsh had already dismounted and the hotel room air felt cool on his now exposed and gaping asshole. He reached back to soothe it, and discovered that Walsh hadn't cum.

Nelson now stared apprehensively at Walsh's long, erect dick. Glistening, not too far from shooting its seed.

"Gotta cool off a sec, Private," Ben huffed, his chest heaving as he caught his breath and tried to calm down. "Your Sarge almost made me blow." He looked Nelson up and down. The young man was beautiful, a perfect masculine package. He was gonna fuck that young buck, all right. "Why don't you get on your knees? Doggie position."

Nelson almost said no. He wanted this bad, but was afraid. The Captain's prick was big. Strike that, the man's tool was fucking huge. And his hole was virgin tight. How the hell was this gonna work?

No time for second-guessing, he told himself. Biting his lip nervously, he assumed the position and prepared for the worst. He felt Ben's hand on his back, running their way down the curve of his buttocks, gripping him. He felt the man's breath on his bared backside. Then hot, beautiful wetness.

"Oh fuck! What are you?! Oh man!"

Sgt. Driscoll, hairy chest sweaty and legs spread to accommodate his relaxing genitals, now sat up against the headboard and watched. "No one ever ate you out before, huh, Private?"

Brian could barely answer. "Oh Sarge!" his hand surged forward and gripped his superior. That hard grip again.

"I take it the Captain's pretty good at it," Clint smirked.

"Fuck yeah, sir. Why didn't he do this for you, Sarge?"

Clint edged forward and started stroking his private's face. Man, what he'd do for this guy. "You're the main attraction, Nelson. I was just the warmup team."

"God Sarge, he's sticking his tongue in me, I can feel it."

"Enjoy it, stud. Some men like this better than the fucking."

Walsh munched at that moist, perfect butt. Hard marine muscle pushed against his cheeks as his tongue drilled forth into unexplored territory. That cherry ring opened and clenched, then dilated again, fluttering against the top man's tongue and teasing him to go further. He did.

Finally, after he'd made the pucker sloppy wet, he withdrew and pulled back. His index finger snapped into place, though, rimming and edging its way along the soft ridges of tissue.

"Man," he groaned, "this kid's tight but ready to be copped. Fucking marine cherry." He leaned up and grabbed the bottle of lube. Slicking down Nelson's hole, pushing his finger in. He expected a grunt at the violation but instead he heard soft, deep cooing as the ring opened up and accepted one digit, then two. Twisting, stretching.

That grip on Sarge's shoulder held on even tighter.

"OK if I take him raw?" Ben was asking Clint permission.

Driscoll shrugged. "You didn't ask me."

"I know I won't be able to last long in this ass," Walsh replied matter-of-factly. His twitching cock seemed to confirm his promise.

"You clean?"

"As a whistle. And I know the kid is, too. An ass this tight doesn't lie."

Clint felt his protective streak swell inside him. He nudged Brian, who was zoning out on the preparatory finger-fuck. "Nelson. What do you say? Want the Captain to rubber up?"

Those baby blues looked up as in a trance. "Whatever you think, Sarge." He pursed his lips as his man-canal got invaded by an extra finger. That made three. "You know the score."

Clint looked back up at Ben and nodded his assent. His gut told him the captain was on the level. Still, he wondered if his lust for his private was driving his decision here. He'd long passed the realm of propriety.

Ben greased up his gun, but had to remove his hand quickly. He was overcharged alright. Slowly, he ran his prick along Nelson's crack and was rewarded by the sight of the young marine shivering in desire. He teased the hole, pressing then retreating, circling the hole with his dripping head. It almost gave way, but snapped tight once more.

"On your back," the captain ordered. He wanted to see Nelson's face as he earned his manhood. Sarge helped Brian flip over and quickly, the young man's hairy, muscled legs were parted and resting on Ben's shoulders.

Walsh reached down and guided his angry prick back into position. He pushed forward. Resistance. He rested a half-second then pushed again. Now the head plopped in. That ass was hot, alive.

Nelson sucked in air, but said nothing. He wanted to savour the moment of penetration, but it felt new and uncomfortable. Oddly enough, it felt better as the Captain started inching more hard cock into his hole. Brian responded by pushing his ass up and toward the man's groin.

The resulting penetration was smooth and deep.

"Oooh, kid, that's hot," Walsh grunted. "You been wanting that for quite some time, huh?"

"Yessir," Brian cried, wanting so bad to get fucked. Ben's cock felt so big inside him, yet so right.

The airman leaned over and kissed the marine deeply. He was balls-deep in the most perfect man in San Diego. Hell, he'd put Nelson up against any man anywhere. All was right with the world.

Sgt. Driscoll felt a pang of jealousy watching the two men mate in front of him. He was tempting to insert himself into the coupling somehow. But he knew what the kid was experiencing. He knew that the bond between a cherry and his top was a primal connection. He'd have to take satisfaction that he'd eased Nelson into it.

Not that he needed much easing now. Brian had expected the worst and was surprised by the sensations coursing through his body. Sure, there was discomfort – the Captain's endowment was real big after all. But he liked feeling stuffed. Possessed. Fucked. Ben knew how to use his cock to provide the private with maximum satisfaction. To avoid direct assault on the guy's buttnut, choosing instead a slow, steady massage along its length.

The two made out steadily as they slowly fucked. Brian was fully submissive. Ben momentarily thought he was in eternal love.

It couldn't last. The sensations were too great, too new for the deflowered marine. He huffed his breath and tried to hold back. That just made the orgasm come harder. As Walsh pounded his hole, a hot river of thick, white cum flooded out onto his chest and abs.

The Captain's ejaculation was simultaneous. With a roar, he erupted deep inside the young marine's guts, spreading his warm liquid fire along the lengths of Brian's spasming bowels. "Holy shit!" he exclaimed as he rode the cresting waves of his big O.

Clint was flogging his prick fast and furious now, and it didn't take him a half-minute to send his second load spraying over the rutting men in front of him. As he flicked off the sperm from his cock, he noticed Nelson's expression break into a wide smile. "You did it, kid," he congratulated.

"Yeah, Sarge. Thanks."

The three men were soon collapsed into a deep post-coital sleep.

The next morning, Clint slept in. He awoke to find his private wide awake and staring at his body.

"Morning, Sarge."

"Hey, Private." He noticed that Brian was sporting a nasty morning fuck hard-on. After last night, that didn't surprise him, but the kiss Nelson planted on his lips did. The shock did not stop him from parting his lips and letting the young man's tongue conquer his mouth. Sarge was breaking protocol left and right, it seemed.

"Fuck, Sarge," Brian muttered as he finally broke the kiss. "You make me so horny, sir."

Clint reached down and playfully grabbed that beautiful erection. "You don't need me for that, Nelson." Then looking around, he asked, "Where's the Captain?"

"Left already. Said we could stay here. Hang out 'til evening if we wanted a repeat of last night." Both men had an extra day on their leave.

"Is that what you want, Nelson?"

"Maybe. Last night was great. But I've been wanting something else, Sarge."

Then Driscoll felt Nelson's hands on his hairy, hard ass melons. Massaging, kneading. Possessing. His heart stopped as he realized: PFC Nelson wanted to fuck him.

As if reading his mind, the young marine cocked his head. "Whaddya say, Sarge? You gonna let me?"

"We shouldn't be doing this, Nelson," Driscoll said, even as he was flipping over on his stomach. Spreading his legs. Hiking his meaty sergeant ass up in the air.

Nelson smiled wide and reached for the lube. As he slicked his prick, he spoke to his USMC father figure. "Last night you said you couldn't offer me the full experience."

"Yeah. What of it?"

Brian climbed onto the older man's burly form. The hot flesh and hard muscle felt great beneath him. He started humping Driscoll's crack and licking and nibbling the man's thick neck. "Maybe I'd be happy with the half you could give me."

Sarge raised up a little and pushed his back against the private's nude chest. "Aw, Nelson. Fuckin' hell. Don't you know, you don't have to sweet talk me. Just snap those fingers, and I'll put out for you, man."

That hard private cock nudged his superior's hole and pushed in. He was fucking Sarge now. "It's not sweet talk, Sarge."

"Aw, screw it, Private! Stop talking and fuck me."

"Yessir, Sarge." And Private Brian Nelson did as instructed, and fucked the Sarge… three times that morning. He also flipped the Sarge over and sucked his huge erection and swallowed the Sarge’s nut nectar…both times.

They showered together and then dressed to go eat before returning to base and the barracks.

They had left before Captain flyboy returned, but left him a room that smelled like a sex den, and bedding soaked with the Marine semen of both men.