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Brandon strode up to the huge oak door of Ben's bungalow as the sun finally slipped slowly behind the horizon. The older part of the city was ripe with trees, and was much cooler than the outter concrete parts. Ben's house resided in the well off "Historic District" of "University Heights." Brandon had come to learn that was why the older stallion didn't own a car. He didn't need one. Everything was within walking distance, or was accessible by bus. The soft summer breeze caressed his mane as his hoof beats rang out in the softening evening. Since his first enounter with dan Brandon had spent many afternoons with the older stallion, learning about himself, talking, and once in a while, marveling at the studs own member, and the older would grip his. He'd learned the joys of being with another male stallion, and to finally accept who he was, and what he might have to offer others. He knew within his heart that he wanted someone to be with, but he had no real idea who yet. He just knew he had a lot more to learn about what he wanted.

He felt himself harden at the thought, his cock hardening where it lay snaked down his jeans. His mind always focused on the form of Ben, his much bigger body, his broad shoulders, and his glorious horse cock. He'd been having a lot of fun lately, and he sure did have a spring in his hoof. Even his mother had noticed and had commented on his changed behaviour. One of his friends in class, Danny, had commented offhandedly that he was glad his friend had "gotten laid." Before meeting Ben, and actually managing to get physical with another person, Brandon would have been mortified. Now he just gave the leonine a smirk and a pat on the back and had replied "me too."

He pressed the little button next to the door and waited a few seconds before Ben opened the door. Brandon always found his breath catch when he gazed on the much older and larger stallion. Ben was a good head and a half taller, and broader in build. His gaze was always steady and kind, looking out of a pair of wire glasses at the younger stud, his chocolate pelt, and the white blaze on his nose were impeccably groomed. Ben always chose comfort when he was at home either going nude, or wearing baggy sweats or shorts. Today he answered the door in a simple pair of baggy shorts, with no shirt. His thick chest stood proudly, and while he wasn't perfectly defined, he was perfectly masculine.

Ben simply smiled, and gestured for Brandon to enter. Every now and then he reverted to his old ways and felt self conscious about his appearance compared to Ben. Shorter, slender, roan brown coat and mane of medium length. No matter what he did he could never really get his coat to shine or glisten unless he used an ungodly amount of oils, and then he felt like he was coated in cooking oil. He always was self conscious that he'd either slide around on anything he sat on ending up on the floor, or that he'd be gently coated in flour and deep fried. The only thing he had physically to be proud of was what was between his legs, his long cock slowly hardening as he thought about it between his thigh and his tight jeans. Over the time with Ben he had learned that there was a passion also sleeping dormant within him, that he was eagerly beginning to embrace. Ben kept coaxing him out of his shell, and time and time again, he slowly responded by becoming passionate about kissing, or in his make out sessions with the older stallion..

"So? How did the day go?" Ben inquired following the young stallion to his den at the back of the house. The large L sectional sofa was huge, gray, and comfortable. He'd had any number of young stallions sit on it over the years, but none like Brandon. Ben was not only working on bulding the young stud's confidence, but also trying to pry the confident stud he saw deep inside the youngster slowly, giving him praise, and urging him on more and more to be more open with what he wanted. None who were as sweet, kind, and nervous about their own appearance. As usual Ben walked over to the entertainment center and picked out a CD. The young stud was minoring in music, and enjoyed the subject. Ben found that soothing music calmed the jittery colts nerves down, so he selected some soothing Brahms.

Brandon sighed as the music flowed over him, the familiar strains of Brahms calming his rapidly beating heart, and clearing his mind of his troubles. "Oh, pretty good. I hate summer semester though, they try to cram too much subject matter into three hours for each class. I have a good nine hours of homework this weekend. The yougn stallion frowned. He hated the homework. School was school. Keep the school work at school. He always tried to get as much of the work done before he left for home, especially on days like today, a Friday, so he could get as much relaxing and fun time in during his time off.

Ben whickered. "Life isn't fair Brandon. You chose the hard path by taking summer classes instead of getting a job like your dad wanted, and this is the consequences."

"True." Brandon chuckled back.

Ben clopped over and sat next to the young colt on the sofa, draping his right arm around Brandon's shoulder. "So? Anyone cute in your classes?"

Brandon felt himself blush. It wasn't that he wasn't interested in any of his fellow classmates, it was just that he'd never been in a situation where felt he could look at his classmates as his peers. He'd always been shy, and never adventurous, but a few images of his classmates came to mind. "Well, Danny is pretty hot for a lion." Ben chuckled.

"A lion? That's pretty brave of you, picking a predator for your first catch." Ben rubbed Brandon's mane and shoulders, his long white fetlocks brushing gently against Brandon's brown mane and shoulders.. The younger stud had started to put on muscle. A little encouragement went a long way with the young equine. Ben had started rolling the snowball down hill, and was proud to see some of his confidence was starting to stick. Brandon had shyly told Ben that he had been hitting the gym, and the older stallion could definitely feel and see the results in the smaller equine's shoulders.

Brandon felt relaxed around Ben. He'd say things here, in this house, to his friend, that he would never dream of saying to anyone else. Ben had made it clear in the beginning he wasn't looking for a mate of any kind. He had found his great love, and had lost him, and didn't want to try again. That didn't mean he didn't crave friendship, and the two got along. If they had a little fun as well, then so be it.

"Oh the things I would do. He has the cutest ass, and that tail swishes when he's excited." Brandon closed his eyes, picturing the pert lion rump.

"Mmm, I can imagine that too. But, you know, you have to be very careful."

Brandon's eyes opened quickly. "Why?" He asked turning to Ben with a puzzled look on his face.

Ben sighed a little. "Well for one, you're hung. Much more than a feline. They have a built in toughness about them, but you can't just go rutting him like a mare because you want to, for another reason, he has razor sharp teeth and claws.

Brandon winced, feeling his hardon fade a little. He glanced down. Ben's own hardon was poking well beyond the waistband of his shorts. Ben must have slipped it out a little. Brandon smiled. Ben was a tease. He could be heavy handed, or very subtle. It looked like the older stud was taking a middle approach today. Brandon played along.

He gently rested his hand on the hot pure black appendage and gave the flared tip a nice squeeze. "True, and I'd hate to get shredded for my trouble." He chuckled back. Ben sighed a little. Brandon felt the huge cock in his hands harden some more. He rubbed his thumb on the thick head feeling a slight amount of pre wet his thumb. Absently he brought the tip of his thumb to his lips, taking the scent in before licking it gently eying Ben.

Ben laughed as he took his glasses off, and set them aside on the couch. "Are you just going to sit there all clothed and tease me to death?"

Brandon laughed, "well, I wasn't the one who innocently had his cock laying out for all to see."

Brandon stood up and took his t-shirt off. Ben took the sight in. In a few years, Brandon would have another physical attribute to flaunt. He was getting very well defined from his patient work in the gym. He had learned something else about the young stud. He was filled with determination. If he set his mind to a task, he'd work at it until he'd reached his goal. If he didn't think he was going to reach his goal, he'd work even harder to try to reach his goal and redouble all efforts.

The colt chucked the shirt to the floor and reached up to undo his belt, and jeans. Ben enjoyed the sight, his own hand lazily stroking the length of his huge phallus, lazily letting his fingers trace his veins, and his sensitive spots. It took some time to work from one end to the other, and his fingers enjoyed the very familiar journey. Most people wouldn't understand his sigh of regret though. In all of his years, only his husband had been able to take his size. Oh a lot of furs tried, they'd brag, they'd beg, but if it came down to it, none would be able to take more than a small part of it. Ben wasn't one to only like to have something half done.

His eyes were drawn back to Brandon's lithe body as he slowly lowered his jeans. Ben raised an eyebrow. No underwear? Brandon was going commando? "I've created a monster' he smiled to himself eyeing up the delicious and sweetly coated demon like creature before him. He hadn't really noticed that Brandon's cock had been snaked down his left pant leg the entire time. The mottled pink and black cock stood proudly erect, it was an almost match for Ben's. "You know, I never tire of seeing that". Ben said as he slid his own shorts off, letting his own member slap free against his stomach, and lower pec.

Brandon arched his neck a little at the compliment and could feel a hot blush in his ears. He pushed the shy thoughts aside and posed, his hands on his hips, his eyes staring at the older stud, daring the huge Clydesdale to do something, anything.

"Heh, ok Stallion, no need to go all steel eyed, and I'm no bottom filly." Brandon laughed as he sat down next to Ben. Ben's warm hand grasped Brandon's fully engorged cock and squeezed. A nicker of delight left his own lips. He loved Brandon's cock, so youthful, so masculine, so mottled and waiting for a gentle touch of fingers or lips to bring the sweet precum inside the huge horse nuts bellow to the tip.

"You know, in all seriousness you will have to learn how to top eventually, but what do you really plan on doing to this studly cute lion?" Ben felt Brandon's warm hand on his own member and sighed closing his eyes.

"You know, I really hadn't thought much more other than getting in his tail." Brandon sounded uncertain.

"Really?" Ben smiled keeping his eyes closed as he pictured his little stud with a nicely muscled lion, crying out Brandon's name, as he bravely tried to take the huge equine cock that was plunging into him, a look of fierce pride on Brandon's face.

"Well, there are plenty of things you two can do, what do you think you'd want to do?" His cock was getting slick. Brandon really knew what he was doing by now. They had never gotten beyond Ben possibly giving oral to Brandon, or the two just jacking off. Perhaps today that might change a little. He heard Brandon sigh as he thought.

"Oh, I think I might let him try to give me a blow job, but I think it might be a bit dangerous, come to think of it. He has such sharp teeth, and he might be a bit, well inexperienced.."Ben watched the image in his mind. He could see the poor lion try to take the tip into his mouth, and maybe manage a few inches, but have to give up or else scrape his sharp canines and incisors against the straining horse cock.

"Well, that's true as well. Another equine , maybe one of the bovines, rhino, or a cervine, don't have such sharp teeth, but not a feline. " He squeezed Brandon's cock appreciatively. It felt so much like his. Thick, warm, and raging hard. He could feel a line of pre leak down into the side of his thumb. He raised it to his nose and inhaled the sweet scent of needy stallion, sweet a earthly musky, with a slight tang and sweetness to it. He licked the fluid off his hand savoring the taste, like sweet honey, musky wet earth, and masculine sweat, before letting his hand slide down Brandon's chest and light abs, before resuming his work.

"Hrm, well, a paw job just isn't going to be enough is it...." Ben shook his head. Brandon had made it a statement.

"Well....I guess....I could....well...."

Ben smiled to himself. He knew what Brandon was trying to say. Sometimes the poor horse couldn't get words out when he really wanted to do something desperately, but was afraid to admit it. As sweet Brandon was, the poor younger stallion was still a bit dense. Ben needed head, it had been a long time, and this very willing equine was sitting here, almost begging with his body, his actions, and his speech, but he couldn't bring himself to actually say it. Ben impatiently shorted through his nose and shook his mane in impatience, feeling his need rise a little.

"Sure, you could give him head. In fact I think he'd really enjoy it." The image in Ben's mind was of the muscled lion laying on his back with Brandon in a classic 69 position. His huge equine cock draped down the feline's chest, leaking copious amounts of pre into the fur there as Brandon took the thick feline cock into his mouth eagerly. He shuddered a little at the image.

"But...I've never......" Ben opened his eyes. Brandon was looking at him intently with a look of fear, but pure desire on his face. "So? You never had a blow job either, did that stop you when I went down on you?" Ben asked bluntly. Their eyes locked. Brandon looked away smiling. "Well....no?"

"And!?" Ben asked. Brandon's head snapped around to look into Ben's eyes. He expected to see anger or pure lust in the stallion's eyes, what he saw was kindness, and friendship. Brandon nodded and swallowed, licking his lips. His gaze went down to Ben's impressive member, already slick with the pre Brandon himself had rubbed all over it.

"Hold on a second." Ben smiled down at Brandon, locking eyes for a second, winking hugely. He got up and quickly reached over to a laundry basked at the end of the couch and pulled out a few towels. "I hate trying to clean cum out of carpet and off of the couch. There." He laid one towel down on the floor, and another on the couch which he sat on.

Slowly Brandon slid off the couch and knelt before Ben. His hands rubbed the corded muscles in Ben's legs. He'd been a runner his entire life, and still ran every morning. It kept him in good shape. Brandon's eyes were transfixed on Ben's erection. It bobbed a little with each of Ben's huge heartbeats. The orbs hung heavily below them, the dark brown leather sack pulled taught by their weight, full of the sweet cum that the older stud had inside of him. Brandon felt his mouth water. He'd dreamed of doing this ever since he'd met Ben online. He knew he had an oral fixation, and had fantasized about giving head to the draft stallion for a long time. His heart was racing. He quickly shoved his fear aside and reached out calmly with his hand, gripping the thick member, pointing it at his face.

Ben watched calmly. It was obvious to him that there was a battle being fought inside Brandon's mind. He was timid, and shy, but in reality Ben could sense a true Stallion. Just like a feral stallion Brandon was on the edge of the clearing, scenting and realizing the need to mate, but very unsure of what to do. His inexperience was holding him back. He'd seen glimpses through kisses, gropes, and looks.Inside the younger stallion was a very confident, aggressive, but passionate lover who would do anything for the ones he was with. Once released, Ben had no doubt the young stud would become all that and more, but it would take some coaxing. Maybe today would be the first lesson in that.

Brandon inhaled the scent in front of him, closing his eyes. The cock was very warm, almost hot to the touch from the amount of blood in it. He could smell Ben in front of him. A strong musky sweat scent, overlaid with a sweet smell of hay and fresh cut wood. He could read the smell of hormones from the older stud, he could tell that Ben was very aroused, and very needy, but also there was a scent of pride there as well.

He let the scents mingle in his muzzle for a moment, and slowly, gently snaked his tongue out to lap at the tip just once. The taste exploded on his tongue. Masculine, strong, virile, and so very delicious. He lapped again catching a huge drop of pre from the tip as it leaked out. The taste made Brandon moan deeply. He needed more, he desperately craved more. Slowly he worked his tongue gently over the bumpy flare, tasting every corner of the huge cock. He heard Ben's deep bass moan above him and suddenly Brandon was very glad for the towel at his knees as he felt a huge spurt of pre leak from himself. He wasn't concentrating on his cock at all. He had another goal in front of him.

Suddenly Brandon drove himself forward taking almost half of the thick equine cock into his mouth. It was hot, and musty, and filled his equine muzzle almost to capacity. His mouth wasn't as big as Ben's but he was determined to get as much as he could into him. He gently closed his lips around the member, sealing it off inside of his mouth, tasting every inch that he had captured, and let his tongue swirl around.

"Omph! Brandon, are you sure you've never done this before?" Brandon opened his eyes to see Ben smiling down at him, lightly panting with his mouth open. He nodded shyly. He'd never done this before, thought about it a lot, but never actually done it.

"Wow, just so much talent!" Ben gasped desperately trying to keep his thoughts on something other than the sexy youngster engulfing his cock. .

Ben marveled at the young stud. He'd started slowly, sensually, taking his time to concentrate his ministrations where Ben knew they would feel good. He thought he might have to teach the poor guy and give lots of pointers, but so far Ben just melted. The stallion's mouth locked tightly around his cock felt like warm heaven. He just closed his eyes and panted with pleasure, trying to keep his mind busy so he could enjoy this for a good long while.

Brandon bobbed a few times, feeling the member slide in and out of his mouth, marveling at the feel of every ridge, and every vein. His lips met the medial ring and he gently let his blunt teeth scrape along the landmark. Ben whinnied his pleasure deeply. Brandon smiled to himself. Slowly he worked more and more of the cock into his mouth. He made it almost all of the way in before the blunt tip his the back of his throat. He held there for a few minutes, letting as much of the member rest in his mouth. It pulsed with blood and need. Not yet though. Brandon wasn't finished doing his job.

Slowly he pulled a few inches back, disappointed he hadn't gotten the whole thing in his throat. He'd dreamed of what that would be like. To have the huge stallion meat in his throat as Ben came his huge load deep into his stomach. He wouldn't splutter like some virgin either. That way every drop of seed would land in his stomach.

Brandon eagerly bobbed a few more times and tried to fit as much of the intruding phallus into his throat as he could. Again he met with resistance, but he did manage not to gag. This wouldn't do. He redoubled his efforts bobbing like mad. Making the whole cock slick with the combined pre and saliva. Something drove him hard inside. He had to have the whole thing in his mouth and down his throat. Had had to.

"um...Brandon, it's ok, you don't have to deep thro....ohhhh fuck...."

That was as far as Ben got. Brandon shifted his angle of attack and stretched his long neck forward, took a huge breath, and dove down the length of the cock. Suddenly he felt the blunt pre slicked flare scrap past the back of his throat and down his gullet. Pride filled Brandon. He'd done it. He swallowed. He felt his strong neck muscles massage the cock in his throat. Ben coughed and panted. His leg shifted.

"Ah....ah..." the huge stallion murmured suddenly. Brandon reached up and massaged the huge stallion nuts right below his chin. He felt them rise up. The huge cock puled inside his maw. He felt the load slide down his throat effortlessly. Rope after rope of sticky sweet stallion seed coated his insides and filled Brandon with a deep prideful warmth.

Slowly Ben came down off of the height of his climax. He was sorely worried about Brandon, but the young stallion finally, and slowly slipped the huge cock out of his throat. Once inside his mouth, the eager stud took a huge nosefull of air through his thick nostrils, and passionately cleaned the cock of any remains of cum, moaning deep in his chest.

"Are you sure!? You've NEVER done that?" Ben panted. Brandon passionately shook his head 'no.' "I....haven't been deep throated in years....are....are you ok?" Brandon was finally finished cleaning the huge cock of any cum, and let it slip out of his mouth.

"Yes, more than Ok. I want more!" Brandon took in lungfuls of air and locked his lustful eyes on Ben, his voice a little hoarse and raw from the recent assault. One of his hands slid eagerly down to his cock. It was now soaked in a huge amount of pre that dribbled off of his own huge nuts onto the towel.

Ben raised his eyes in shock. "More!? You....you want more!?" Brandon nodded once, confidently.

Ben rarely took anyone to his bed. What he was about to do was special for him. He reached down to the young equine's hand and pulled him up, bent down and kissed Brandon passionately and deeply, forcing his tongue into the smaller horse, tasting his own seed there. The young equine melted against the older Clydesdale. Ben drank in the scent of his own cum marking the young colt, and chuckled. "Well if you want more, I'll give you more, but I want a taste too, so...."

Ben walked into his bedroom, the huge king sized bed sat alone in the middle. He climbed up onto it, and laid on his side. Brandon knew exactly what was expected of him. He laid the opposite way, his head resting on Ben's huge thigh.

A whicker left Brandon's lips as he felt Ben eagerly go down on him. He looked down to see the huge horse take his thick cock deep into his mouth, deep throating him with ease. He cocked his head back to his own task and took Ben's impressive rod into his mouth, it was already fully hard again.

Ben lustfully dove on Brandon's cock. He loved the taste of it, the smell of the young stud, and how his cum was sweet flavored. He easily took Brandon's thick meat into his throat, doing to him what the young stallion had done minutes before, letting his throat do the work. He knew Brandon wouldn't last long, but he was surprised at the skill that the young colt took him.

Brandon was filled with passion. He had to have more of the stallion seed inside of him, to get as much s he could before he had to go home. The desire was instinctive, the mark was on him and he just had to have more. Blinking lustfully, Brandon eyes the member in front of him, the gracefull curve as it lead to the thick sheath and leathery skin in front of him, he leaned forward filling his throat again with the rock hard cock. His throat swallowed eagerly, his other hand massaging the stallion's larger balls, stroking them, and leting their heat fill his hand. He felt Ben rumble and pant next to him.

He pressed his smaller body up to the stallion, letting him feel the warmth radiate from his body, pushing his own rock hard cock deeper into Ben's open maw, his own passions, his needs, flooding his body. A deep moan escaped his chest as he pressed his taught body and quivering skin against the older stallion, letting his body speak words that he couldn't right now.

Shock filled Ben's mind. He knew Brandon was passionate from all their previous activities, but he'd never imagined he would be this passionate. He'd had a clue that the young colt would be a great lover, he didn't think he'd be so deeply filled with lust like this. The moment the young stud had pleaded for more, Ben felt a pang of regret. He'd vowed to never take another lover, but this sweet, sexy, and now, fully passionate stud wanted him, and wanted to do anything for him, and was proving he was as skilled as Ben could be. If he was untrained, and untutored and was this good now, Ben's mind boggled at the possibilities the future held for Brandon. Suddenly he felt very jealous of that poor feline.

The two sucked and swallowed against each other for a few minutes. The wet sounds of their activity filled the room, the wet slurping sounds the only line of melody against their actions. The passionate gasps, and moans a soft counterpoint to the lovemaking. Their actions and sounds drove each other. If Brandon felt Ben do something he liked, he'd reciprocate, as did Ben. Soon Brandon felt his heavy balls lift. His mind was lost in his actions. He concentrated on the feeling of his cock sliding in and out of Ben's wet maw and down that huge throat. He had to fill it. He needed to fill Ben with his own seed. Pride filled him at that. Ben was going to get filled with HIS seed. And he would get Ben's in return. He'd get all the warm stallion cum he craved right now. Suddenly he felt the flare on Ben's cock start to expand. He dove down the cock desperately getting it all the way down his throat. His nose rested on the huge equine orbs in front of them as the pulled up tight and began to twitch. Suddenly he felt the cock spasm inside his throat, and he felt a huge load wash down into his guts. He swallowed desperately as the massive equine cock flexed inside of his mouth and throat. He rocked his neck along it, massaging it even more.

Suddenly he felt his own orgasm build. He stayed buried tight against Ben's crotch. His leg twitched a little as he came. He felt his own cum shoot deep into Ben's throat. The older stallion gripped the younger with a death grip around his waist. His huge arms bulged as he held him tightly inside is mouth. Pure lust and joy filled Ben. He'd never been able to do this with only one before, and today he'd heard the sweetest phrase he'd ever heard from Brandon. "I want more!"

The two rocked against each other for a few more seconds before identically slowly pulling off of each other, cleaning the other's cock as much as they could. The passion didn't ebb one bit. Suddenly Ben changed his position and pulled the smaller equine up to him heavily. He locked his lips with Brandon's, letting him taste his own load on his thick equine lips and tongue. Brandon did the same, shoving his cum coated tongue against Ben's, their fluids mixing into a slippery duo of seed.

Ben breathed hugely through his nose, a few tears slipping down his cheeks. Never again would he take a lover, but that wasn't why he had tears in his eyes. He was filled with pride, with what Brandon had done. Ben felt very jealous, but very prideful at the same time. He wished he could take the young horse to be his forever, but knew he'd be risking his heart, and he didn't know if he could ever do that again.

Brandon felt tears in his own eyes for a different reason. He was sad that he couldn't have Ben. He wanted the old stud to be his, to mark him forever as a mate, but knew the older horse wouldn't be able to. The loss of his husband had been too much, and he'd worry constantly over loosing Brandon. He knew what the horse would have to go through on a daily basis and it wasn't fair. He'd be jealous, fearful that Brandon would abandon him as he got older. When Brandon would be 40, Ben would be almost 60. Brandon would be in his prime, and Ben would be ready to retire. The age difference, and the worry would break Ben's heart.

The two knew what the future held for them, profound friendship. They knew without knowing the specifics that they would both be there for each other, always ready to lend a hand, or provide a shoulder.

Brandon broke the kiss. "How did I do?"

Ben stared for a second, then reached up and wiped the tears out of his eyes, and started laughing. "Well, I don't have anything to teach you on that front, but I may need your help every now and then to relieve some tension. Sixty nine was always my favorite, and no in a long...."

Brandon nodded. He kissed the stallion on his nose. "I know, you told me. That's why I needed more, because I knew that you needed more right?"

Ben froze. He was right though. He had needed more. Whoever ended up with Brandon would be incredibly lucky. Maybe Ben wouldn't get everything he needed but he'd get enough. He smiled down at Brandon, taking him into a huge hug. "More than right stud."