1. MUSIC

“Music, actually. Ha! Music goes through my head. Songs play through my head like I guess they do all the time. It’s like I have Spotify running inside my brain 24/7. So I’ll just be there licking away while It Takes a Nation of Millions to Hold Us Back plays through my head in its entirety, bonus tracks and all.”

—Benjamin, 27

2. MY FACE

“I’m very aware of my face and whether it expresses to her that I’m actually enjoying it. So often I’ll look up with an ‘Is this OK?’ expression on my face. Most of the time her eyes are closed. But being down there is sort of a submissive position, so I’m worried that I don’t look like a complete dork.”

—Bobby, 21

3. MY ERECTION

“I’m very very very very conscious of whether I’m staying hard. On average it takes her about 10-15 minutes to cum when I go down on her, and I’m usually hard when I start because of all the kissing and foreplay that led up to going down on her, but that’s a long time without direct stimulation, so a lot of the time I sort of lose it along the way…especially if I’m thinking about it, which I usually am.”

—Jason, 20

4. I’M LIKE A SEISMOLOGIST

“I keep my attention completely focused on the buildup of tension down in that area. I’ll get one trigger finger up inside her, poking around the G-spot area until I press in hard. I’ll use the other hand almost like an acupuncturist, pressing down on her hipbones and pubic area, seeking signs of tension. I’ve gotten really good at feeling the buildup of tension and can take her to the edge—and then back—and then to the point where all I have to really do is wink, and she cums. I’m like a seismologist who intentionally causes an earthquake.”

—Jack, 32

5. KEEPING MY EYES ON THE PRIZE

“I guess some guys say they like doing it, but to me it’s more like a chore. It’s like having to do your homework before you get the slice of warm pecan pie with the melted ice cream. So I’ll just plant my face down there and get on with the butterfly kisses, reminding myself the whole time that when it’s over I’ll finally be able to fuck her.”

—Arlo, 25

6. PARANOIA

“Her eyes are always closed the entire time I go down on her, so naturally I’m wondering what SHE’S thinking about. To be specific, I wonder if she’s thinking about somebody else. So I think about whether she’s thinking about somebody else. Fuck me for living.”

—Bret, 29

7. COUNTING NUMBERS

“I count. No, really, I do. I start counting from ‘1’ and don’t stop until she’s done. Many’s the night I’ve gotten past ‘1,000’ before she’s done.”

—Jimmy, 24

8. COUNTING MINUTES

“The main thing that occupies my mind when I’m going down on a girl is how long it’s been. Five minutes? Ten? Fifty? Will you cum already? Will you fucking cum already? What’s taking you so long?”

—Alex, 26

9. SPELLING OUT THINGS WITH MY TONGUE

“Just to keep it interesting while I’m getting prepped for the Main Event, I’ll spell out things with my tongue. I’ll do the whole alphabet A-Z. Once I actually started the Gettysburg Address—‘Four score and seven years ago, our forefathers…’—until I forgot the rest. If we’re not getting along, I’ve been known to spell out ‘I HATE YOU’ with my tongue again and again and again.”

—Chad, 22

10. IT’S JUST LIKE MAKING OUT

“I get it in my head that this is just like kissing, only it’s a different body part. So I just kiss and nuzzle and lick as if we were French-kissing. I put a lot of affection into it—she once said I act all ‘worshippy’ down there.”

—Greg, 28

11. WHICH LIMB WILL FALL ASLEEP FIRST?

“I’ve got a tiny bed in a tiny room in a tiny apartment, which makes oral sex feel like some sort of circus contortionist act. So I usually have to twist and turn and tie myself into pretzels merely to go down on her. And once I get a groove going, I don’t want to mess up the rhythm and readjust my whole body, so sooner or later one of my limbs is going to fall asleep. Then, after she reaches the finish line, I have to readjust and prepare for fucking her without looking like a crippled war veteran because one of my limbs is totally numb.”

—Matthew, 21

12. FOOD

“I think about what’s in the refrigerator. Sometimes if it’s taking a long time, I’ll list what I know is in the refrigerator in my head…ketchup…milk…eggs…half-eaten Happy Meal…gnarled, dried, fossilized, half-eaten slice of pizza in the back…still going? OK…ketchup…milk…eggs…”

—Lou, 34

13. IS SHE FRUSTRATED?

“I’m very sexually insecure, and unlike with men, who leave a ‘crime scene’ when they cum, you pretty much have to take a woman’s word for whether she has an orgasm or not. So the whole time I’m thinking, ‘Does this feel good to her? Should I go slower? Faster? Sideways? Up and down? Circles? Diagonal slashing motions? Counterclockwise swirl?’ She can probably sense my anxiety, too, which doesn’t help.”

—Nick, 23

14. NOTHING SPECIAL

“I don’t really think differently than I normally do—the weather, sports scores, how much I owe the IRS, I forgot to call my grandmother on her birthday, I probably need an oil change, should I make an omelet or go out and have one at a diner, I’m at 90% capacity of my monthly iPhone data plan, etc., etc. I’m boring, I know, but that’s what I think about.”

—Jeff, 25