What he's thinking during sex: ever wonder what's going through that brain of his when you're bumping and grinding? We got some loose-lipped lads to spill sordid details. (Male Behavior).

Despite your prodding, most of us guys realize that actually coming completely clean and telling you all about our down and dirty thoughts would lead to nothing but trouble ... and more important, possibly no sex. But since it's not all deviant stuff (what--you're surprised?), a few brave guys agreed to take the risk of revealing the uncensored truth. So stop trying to play amateur psychic, and listen up: This is what he's really thinking when the two of you are knocking boots.

"i can't believe i'm here"

Even if a guy's a certifiable stud, he's still in awe every time he gets to have intercourse. A part of his brain simply cannot believe he's fortunate enough actually to be having sex. Again. Yes! Somehow, the fear that sex will become rarer than a boy band that writes its own songs is permanently ingrained in our minds. Therefore, no matter how often we're getting some, getting laid seems like a cosmic gift that we're terrified the universe is going to snatch back. "The bottom line is that women hold all the cards when it comes to sex," says Mark *, 28. "There's always the thought in the back of my mind that the lucky streak could end at any time, so I'm just psyched as hell to be enjoying it at the time."

"your body is incredible"

This thought pops up, oh, about every, five seconds. Our arousal systems are highly visual, so we automatically savor the delights our eyes are feasting on--and I swear that doesn't just mean your naughty bits. "It's so cool when she's on top. It's completely unrestricted viewing--I can check out her entire body and try to take in everything at once," says Dan, 31. "But I really love to watch her face and her eyes. I'm usually thinking, There's nothing hotter than seeing a woman who's really into sex."

Another reason we become transfixed when we're watching you writhe? We realize that we have the fleeting opportunity to enjoy the little things. Seeing you in all of your glory lets us marvel unabashedly at the small, delicious subtleties of your body that we see all too infrequently ... like those tiny dimples above your butt that appear when you arch your back. "I find myself thinking about how small her hands are when she grabs mine," says Jeff, 29.

And since it goes without saying that you're dying to know if we're critiquing every inch of your physique, the honest answer (for the 50 millionth time!) is no. Trust me, guys love women's bodies--period. Especially naked women's bodies. We're not thinking Hmmm, did she pack on a few pounds lately? Those thighs are looking a little flabby.... What we're thinking is more along the lines of Oh my God, what a totally luscious ass she has.