What Every Guy Is REALLY Thinking During Sex

There's a reason women assume the male brain checks out the second your bra comes off: Guys never really talk about sex - at least, not in a serious way. "Most men don't even tell their closest friends, much less their girlfriend, about their sexual thoughts," says New York sex counselor Eric Garrison, author of Mastering Multiple-Position Sex. "Unlike women, men aren't natural communicators and are even less likely to confess something intimate or embarrassing."

But knowing what's on his mind can give you a serious advantage because you'll understand him better, leading to more connected sex. It took some effort, but we got dozens of real men to give up the goods.

Boobs, Boobs, Boobs

"Once I start seeing parts of a girl I hadn't seen before, like her breasts, I get really excited. It's like a whole new adventure-something only a few other guys have seen."

- Eric, 24

"When I go to unhook her bra, it's just, let's get this done with one hand on the first try. I don't want to slow the roll because of technical difficulties."

- Ian, 23

"If she has a nice rack, I'm thinking about getting her on top of me so I can watch those babies bounce."

- Richard, 19

"When I see that those giant breasts she had really came from a push-up bra, it's a huge disappointment."

- Allan, 28

"The first thing I'm doing when I see a girl naked is comparing her chest and butt to other girls I've been with. Early on, I made the mistake of telling someone this, which didn't end well."

- David, 23

"If we get down to it and her clothes are off and she's wearing some lacy stuff, it turns me on because I figure this girl was ready to go the second she woke up."

- Dan, 22

"When I was single and I first got a girl's top off, I'd think about how firm her boobs were and how nice her nipples looked and what it would be like to suck on them. Now that I'm engaged, I get the bra off and I'm pretty much thinking, Hmm, I wonder if there's a poker tournament at the dog track tonight?"

- Jay, 27

South of the Border

"When you reach in a girl's pants, it's like an exploratory thing: You're reaching around, hoping you don't feel anything weird. And if I am in there and feel some kind of bump or something, I'm like, excuse me, but what the hell is that?"

- Jeremy, 27

"When her panties come off and I see she's completely shaved, all I'm thinking about is going down on her."

- Shawn, 22

"To me, wild and untamed just screams 'I don't care what you think.' And who wants to be with someone who doesn't care what they think?"

- Doug, 30

"I always feel bad when I go to touch a girl and she's not wet. I'm thinking she is probably self-conscious about it. There's always the possibility I'm not pushing the right buttons, but I wouldn't be in the position I am in if I weren't, right?"

- Kirk, 22

"I wage this never-ending battle to figure out where her clitoris is: Is it this thing? No, that's a fold of skin. What about this? No, that's a different fold of skin. Oh, there it is. Okay, yeah. You like that? Shoot. Lost it. Where was that thing again?"

- Torrey, 26

Giving and Receiving

"Tugging hard and fast on my penis is not going to get me off. It's fun when you touch it, but just relax. I'm making a concentrated effort not to come at that point, so trying to stimulate my private-time activities isn't helping."

- Matt, 28

"I don't know why, but I really like it when a girl gets down to penis level and inspects it. She plays with it like it's a new gift on Christmas morning."

- Alex, 26

"My ex-girlfriend wouldn't have sex, and she gave me so many blow jobs that it would take a Flowbee to get me off orally now. So when a girl is going down on me, I think, Gee, it'll be embarrassing if I go limp, won't it?"

- Mike, 27

"I love going down on girls, so whenever a girl doesn't want me to go down on her, it freaks me out. I mean, who doesn't want oral? They'll say 'I'm just not into it,' but all I hear is that either it smells or there's something ugly-looking down there. It totally takes me out of my zone."

- Trevor, 26

"If she's really into giving me head, I'm already thinking about how crazy sex is going to get. If she's timid, I'm thinking about how to get her to skip it without hurting her feelings."

- Danny, 27

"There's a lot of pressure with oral. Honestly, I think I have to make her come or I've failed as a man."

- Matt, 30

Condoms, Lube, And Sexy Extras

"I usually wait a long time before first asking a girl if I should get a condom because it's not worth getting the hairy eyeball for being overzealous."

- Tom, 21

"Everybody loves lube! It just makes everything easier and feels better, so if a girl wants to bust that out, it's like I know she really wants to enjoy this!"

- Josh, 20

"The first thing I start thinking with a new girl is logistics-in other words, birth control. If she goes out of her way to tell me she's on the Pill, will she be insulted if I put on a condom anyway?"

- Phil, 28

"I have different reactions when girls have condoms ready. If she has a three-pack in her dresser-she's safe. But if she has a 100-pack, it's time to go."

- Drew, 31

The Main Event

"A girl who makes a lot of noise is the best. It lets me know when I'm doing something right and makes me feel like a total rock star."

- Aaron, 25

"I love doggie-style because I feel like I'm totally in control. Plus, I love the great view of her ass."

- Joel, 24

"I always liked when my ex got on top because she literally controlled every facet of the sex. It was so seductive that I could watch her face while she enjoyed grinding against me or how she swayed her hips."

- Lex, 25

"I personally enjoy it when a girl is a little more forward. It's sexy when she pushes me around in bed and tells me what she wants. It's a nice change of pace."

- Jared, 20

"If she starts telling me to go harder or faster, I think of that like an invitation to fight-like her vagina just challenged me to a battle royal, and I accept. I'm gonna go 12 rounds, and I want to see how far I can take this."

- Jedediah, 28

"Hair pulling is pretty hot-unless she's pulling so hard that I'm afraid some might actually come out."

- Andy, 27

"I'm always thinking how far I can take this. I'm trying to come up with a way to do something different that maybe my girlfriend and I haven't done. Like we haven't 69ed, but I don't want to come out and say it, because honestly, asking for it is kinda weird. So I'm just hoping she says it first."

- Joe, 29

"Talking dirty is cool, but I do not want to be called Daddy by anyone in bed."

- Dan, 30

"If someone asks to get spanked, I get a little scared. I mean, I'll do it, but I'm always thinking, Is this gonna be too hard? Is this gonna hurt? I gotta do this softly. I don't want to injure her, but then she's usually disappointed I didn't hit harder."

- Tracy, 27

The Big O

"Whether or not she came is definitely something I think about. Verbal communication is crucial. If she likes what I am doing, then she should tell me that-either straight up or through moans. If she has suggestions, she should tell me those too. I just want everyone to have a good time."

- Joe, 25

"When she climaxes, I give myself a mental pat on the back and remember what put her over the edge so I can do it again. If she doesn't climax, then I feel a little guilty, because there's no way I'm not going to come."

- Ben, 31

Oh, yeah - He's into it

A guy who doesn't talk about sex, sure as hell isn't going to talk during sex. Luckily, these signs tell you everything you need to know.

He Gets Flushed

When a guy with a fair complexion is seriously turned on, blood rushes to the surface of his skin, causing colour to spread over his cheeks and chest.

His Pupils Dilate

Adrenaline pumps through an aroused guy's body the same way it would if he were being chased, so his eyes open up to make his vision as sharp as possible.

His Veins Pop

Does he suddenly look like the Hulk? Blood pressure rises as a guy's excitement builds, causing veins everywhere to bulge like crazy.

His Package Darkens

The more amped up a man is, the more blood flows south and the darker his package gets. If he turns purple down there, he's about to burst.

He Holds His Breath

When he's totally blown away, he'll feel the urge to yelp or scream. But for fear that may seem girlie or out of control, he'll muffle it by holding his breath or shoving his face into the pillow.