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Men's most secret sex thoughts: the fantasies! The memories! The insecurities! Join us for a journey deep inside the male mind.

Redbook; 4/1/2006; Dutton, Judy

I admit it: During sex, I think the strangest things. Some steamy (Yeah, right there, you animal!), some not so steamy (Why is he making that face? Is that an orgasm or indigestion?), and many miscellaneous (Should've bought those 300-thread-count sheets--why can't I live a little?). I also wonder what, if anything, my guy is thinking: Is he eyeing my thunder thighs in disdain? Is he fantasizing about Angelina Jolie, or an ex, or all three of us entwined together? Or is it more like, Woo-hoo, she's naked!--end of story?

In some ways it is simpler for men: Yes, much of what runs through their heads boils down to either, Oh, yesss! or Must! Not! Come! (I have this on good authority.) But look beyond those broad strokes and it turns out that when a man makes love, his mind actually fills with a rich, kaleidoscopic jumble of snapshots from his past, fantasies he hopes you'll fulfill one day, even some secrets he'd think long and hard before telling you.

Want to know more? Keep an open mind and set aside your judgments, and you will never see your body, your orgasm, his orgasm, or the man in your bed the same way ever again.

"Wow, she looks hot!"
When a woman strips down, here's a sampling of her interior monologue: Oh, my God, I'm so fat! And flat! Look at those stretch marks ... and what's with that weird new wrinkle under my armpit? Meanwhile, here's what's going through his mind: She's gorgeous! Period. "I think my wife is totally hot," says Dan, 31, of Farmingville, NY. "She'll point out what she perceives as flaws, but I think she's nuts. Even if I'm not in the mood, I'll catch a glimpse of her taking off her bra, and bam! I'm in the mood."

But come on: We're constantly told how much men dig visuals. Given that, how can they swear with a straight face that our average-looking bods look so smokin'? The answer is simple: You're familiar with the concept of "beer goggles"? Well, men have "sex goggles," too. "When men are intoxicated with lust, they automatically hone in on the visuals that please them and block out the rest," explains Scott Haltzman, M.D., author of The Secrets of Happily Married Men. "It's like they have inborn airbrushes that kick in and smooth out what doesn't look so good."

Case in point: Michael, 45, of Santa Cruz, CA, confesses he isn't thrilled about the weight his wife gained after the birth of their second son. "The extra pounds she's kept on, especially the belly, are not that attractive," he admits. "But when we're having sex, I don't notice, nor do I care. There are no flaws. Every inch of her glows."

"Must think about baseball, baseball, baseball ..."
There you are, joined at the naughty bits and making the bedsprings sing. You're thinking, Aah, this feels good. He's thinking it feels good too--only for him, that's not always stellar news. For many men, there's a fine line between "feels good" and the Point of No Return, and since he desperately wants to keep his equipment up and running until you're satisfied, he's in quite a pickle. "My most prevalent thought while we're making love is, Please let me last longer than three minutes," Dan, 31, admits.

This concern is common, says sex therapist Ian Kerner, Ph.D., author of He Comes Next. To cope, "many men conjure up imagery they consider the antithesis of sexy," Kerner explains. Baseball is a classic, but hardly their only recourse. Some men silently do multiplication tables, or remind themselves how much money they owe, or conjure up images of "my grandmother naked on a cold rainy day," says Jeremy, 30, of New York City. If you think that's unappetizing, check out what Jay, 40, of Los Angeles envisions: "I think about funerals--the casket being lowered into the ground," he says. "It's morbid, but anything that stops me from finishing before my wife is a good thing!"

"Man, that night in Aruba was amazing...."
If you've ever suspected that your man is mooning over Halle Berry or the babysitter during sex, here's a news flash: He may be fantasizing about you. "I never fantasize about another woman," insists Timothy, 45, of San Francisco. "When I'm kissing my wife on the lips, I'm thinking about kissing her on her lips, or somewhere else." As Haltzman points out, "Men are bigger romantics than women think. In fact, when I'm asleep and dreaming I'm having sex with another woman, I stop and tell her I'm married! Ridiculous, but true."

So, what exactly do men envision you doing in these daydreams? Often it's something you've done in the past. "I think about the time my wife gave me head in a hotel bathroom while our kids were sleeping," says Mike, 42, of San Leandro, CA. "Or I think about us having sex outdoors on Treasure Island in San Francisco Bay--ooh, how gorgeous her body looked in the sunlight!"


"Wouldn't it be hot if we [insert kinky fantasy here]?"
As much as guys dig those hot memories, their minds also wander to any sexual "What if?" scenarios you two have yet to explore. "I think about my wife doing things she won't, or things I don't want to tell her I want, like anal sex or role-play," admits Dave, 42, of Concord, CA. Sometimes, the mental tweaks men make are as minor as changing what you're wearing. Other guys have a much racier wish list. "I picture me and my wife at a swingers party, having sex while others watch," says Mike, 42.

So does this mean these men are dying to expand their sexual horizons in real life? "Not necessarily," says Kerner. "There are definitely men who would like to try these things with you in real life, but there are just as many men content to just fantasize and have sex as usual."


"Mmm, Scarlett Johansson ..."
While many of a man's fantasies revolve around the woman he loves, other gals do occasionally enter the picture. Sometimes it's a celebrity. "Renee Zellweger--good lord, is she hot," says Tim, 32, of Detroit. Doug, 37, of Ham Lake, MN, remembers certain movie scenes: "I think about the scene from True Lies when Jamie Lee Curtis dances for Arnold Schwarzenegger, or Kelly McGillis and Tom Cruise in Top Gun."

Or their thoughts linger on women in their day-to-day life, such as a neighbor or even (yikes) your best friend. "Sometimes I think about past lovers; once I imagined a coworker naked," says Michael, 35, of San Francisco. "I don't fantasize about my wife because there's not a lot of mystery left."

4 VERY STRANGE THOUGHTS MEN HAVE HAD DURING SEX
* "The weirdest thing that I've thought is what color I should paint the bedroom, because my face was about three inches from the wall and I didn't like the color."
Michael, 35, San Francisco

* "I've wondered why she had one earring in and one out, and why I was naked but still wearing my socks."
Kevin, 44, Yardley, PA

* "Damn cat, get a clue--you're fixed and can't do this, so leave us alone!"
Mike, 42, San Leandro, GA

* "I once chose which font I was going to use on my website during sex. As I orgasmed, I thought, Arial is hot, but Garamond is sexier!"
Dan, 32, Queens, NY

Experts stress that these mental romps aren't necessarily a sign of impending infidelity. "Novelty is often an important element in sexual satisfaction," says Haltzman. Fantasies, by adding some virtual variety to your usual in-and-out, can actually keep your sex life going strong--as Michael, 35, can attest. "My wife and I had more sex than ever when vacationing at a Spanish beach resort," he points out. "When you see lots of topless women, you get motivated!"

"Geez, I've seen her more excited rearranging the linen closet."
It's inevitable: Every guy has stared into his honey's eyes during sex and wondered, Is she into this, or would she rather be watching Gilmore Girls? Like it or not, he can tell when you're going through the motions. "When she's doing it just to please me, it's obvious: Her body's unresponsive and she has a look of impatience on her face," says Michael, 45.

Of course, they'd prefer it if you were as eager to tear off your clothes as they are. But if you're not? Well, in their minds, it's only fair that you sometimes meet them halfway. "Part of keeping a long-term relationship going is recognizing that your desires and needs don't always coincide," says Kerner. "It would be unfair for a woman or a man to always say, 'Not tonight, honey,' when he or she wasn't in the mood."

"Is she ...? Is she ...? Yes! I'm king of the world!"
You think you feel amazing when you hit your high note? Weil, your orgasm makes him feel pretty dam good too. "When she orgasms, I think, I have succeeded," says Ron, 42, of Milwaukee. "But it's not only an ego thing. Men are almost guaranteed to orgasm during sex. But when she does, I know it's been an enjoyable experience for her, too."

It also helps that he thinks you look stunning when you climax. "The furrow, the gasp, the tightening up and then complete loosening of her muscles--it's all awesome," says Ben, 29, of New York City.

"Ohmygod ohmygodohmygod ohohohohoh ..."
And what do men think when they reach Kingdom Come? Often, it depends on the orgasm's size and intensity. "The less powerful orgasms are like, 'That was pretty nice. Oh, damn, now I'm in the wet spot," says Mike, 42. "The best ones are like being shot out of my own skin--like a burst of warm, tingling happiness."

And after the wild ride is over? Although men often joke that sleep is the only thing on their mind afterward, some actually look forward to a little pillow talk. "I dig our post-sex discussions," says Dan, 31. "No stressy house and work talk, just fun, random stuff. We talk about our kid and what he did that day or if he said anything funny. I get teary-eyed just thinking about it."

In fact, when a man makes love, some of his reflections are so sweet, sentimental, and utterly unmanly that he may have trouble admitting them--even to you. "There have been moments during sex when I've cried. There, I said it!" says Ron, 42, who adds that marriage helped him tap into these feelings. "Single sex was more of an ego thing, wanting to do well so this chick will think I rock," he recalls. "Even when my wife and I first met, sex was about wanting to do a good job so she would stay with me. Now, I know she loves me and I can relax. Now, sex is about pleasing my wife because I love her."

THE PENIS MONOLOGUES
Three brave men share the play-by-play of their inner sex commentary.

"I THINK ABOUT BASEBALL--AND A LOT MORE.

This is awesome! I love my wife! I'm the man! I'm the ... oh, sh--. I think I'm gonna come. Already? Must think about anything but my penis. Must focus on breathing. In through nose, out through mouth, just like Mr. Miyagi said in The Karate Kid. Look, Seinfeld is on, I can use that to distract myself. Will she get upset? Think about baseball. Everyone says that works. Baseball, baseball, baseball. Must make her moan like crazy. She is moaning like crazy. Good! Must ... hold ... out. Is she coming? Yes! I'm the man!"
Dave, 29, New Jersey

"I FANTASIZE ABOUT MY WIFE DOING THINGS SHE'D NEVER DO.
Wow, her butt feels great when I grab it. Her butt looks great when I grab it, too. I wonder if she'll ever let me do anal? She said she'd do it for my birthday last year, but I haven't taken her up on it yet. Why not? Do I like the fantasy of anal sex better than the reality? Her eyes are closed. What is she thinking of? Me? Another man? Or a woman? Seeing her with a woman would be so sexy. She's really grinding now. I know she's close. I love watching her right before she comes. She looks so wild."
Alan, 40, Los Angeles

"I WONDER IF SHE LIKES WHAT I'M DOING.
Was that a gasp of pain or pleasure? Is that her clitoris or am I in the wrong place? Must alternate tongue and head movements so I don't get tired. Up and down. Circles? No, she likes up and down. Thank God--she's talking. She's telling me it feels good. Great, now I can pace myself. Harder now, then pull back. Keep her moaning, because that's hot--for everyone."
Ben, 29, New York City