My name is Robert Williams, but all my friends call me Robby. I just turned 16 last month and will be a junior at Allmonte High School this fall. I live with my mother in Allmonte Springs, just South of Los Angeles, California. Mom just got married last week to a real nice guy who owns a couple of large apartment buildings in the area. Because he is taking mom on an extended honeymoon to Europe I am headed up to Lake Arrowhead to live with my grandmother for the summer. Grandma had always been great to me and the only advice I got from mom was to remember that Grandmother was a bit of a bohemian so I shouldn't be quick to judge her lifestyle. All in all I really don't mind staying the summer with Grandma Mary; she is a pretty cool person for being 57 years old. Mary, she always makes me call her Mary - not grandma, lives at the 6000 foot level with a house that overlooks all of Riverside - a pretty neat view.

Mary picked me up on Saturday morning and it took us about three hours to drive back to her place. Once we arrived Mary made lunch while I unpacked my stuff. I had brought only the minimum clothing needed plus my Play Station equipment and my computer. I set everything up in my bedroom upstairs and went down to the kitchen for lunch.

"You get everything put away OK?" She asked.

"Oh sure, plenty of room. I really appreciate you letting me stay for the summer; I didn't want to be home alone for three months."

"Oh I really don't mind, I think we'll have some fun this summer. Anything special you like to do?"

"Naw, mostly I play on the computer and my Play Station. Anything you like to do would be fine. I don't mind getting out of the house, you know, hikes and swims. Whatever you do is just fine."

"Well, I've been living alone for so long I get into habits, so if there is something you want, you'll need to let me know."

Not much exciting happened for the next few days. One day Mary took me to the lake and we had a picnic lunch and another day we went for a three mile trail hike. I spent a lot of time on Play Station and some on the computer. I tried to use the computer either early in the morning or later at night. I didn't want Grandma to walk in on me while I had porn on the screen and was jacking off, God how embarrassing would that be? Although Mary's bedroom was on the first floor of the house, the walls were pretty thin and I was afraid that she might hear me when I was moaning with pleasure. I don't have very much experience with girls or anything. I have dated a few girls in high school and even got one to give me a hand job in the backseat of my friend Mike's car and once I got my hand under her blouse and felt her tit but that is about the extent of my sexual explorations.

Mary liked to tan. Because there were no houses for at least two miles around she has complete privacy on the back deck and she would often lie out there for hours reading and sunning in the nude. If she heard me coming she would rollover and just drape a towel across her butt until I left then go back to her tanning. My second night in the house we discussed her tanning habits.

"I hope I don't embarrass you by tanning nude?"

"Uh, well... no, it's OK with me."

"Are you still a virgin Robby?"

The question caught me off guard. It was the last thing I expected someone to ask me. "Ah, well... I guess I am."

"You guess? Jesus Robby, either you are or you aren't. Surly you would remember if you got laid?"

I turned three shades of red. "Yes Mary, I am a virgin!"

"OK, good, at least I know where you stand."

I had no clue what she meant and I wasn't about to ask. Mary had an interesting habit I picked up on during my second week there. She always had her cell phone with her and when it rang she always left the room to talk. I didn't know why she would have to leave. Oh I understand privacy and all that but in a normal household you can talk on the phone in front of everybody unless it is REAL private stuff. I thought her habit curious.

One morning I woke up real early, around six, and I went down stairs to get some OJ and I could hear Mary, whom I assumed was on the phone. She wasn't being loud or anything but the house is so quiet that the sound just carried. Even with her door closed I could hear parts of her conversation. I wasn't trying to eavesdrop or anything that is until I heard what she was talking about.

"Oh God Stan put it... (Unintelligible)... deeper Stan, I can feel... (Unintelligible)... Oh honey, make me cum again... (Unintelligible)... fuck yes, deeper..."

Maybe I was wrong about the phone, maybe someone named Stan had come over and stayed the night and that they were making love. I silently left and went back to my room. When I heard Mary's door open I went back downstairs to see who this Stan was. There was no one there but Mary.

"Good morning Robby. Did you sleep well?"

"Good morning too you too. Uh, yes. How about you?

"Fine honey. Actually I feel like a new woman this morning. I'm ready to do something today. You want to go for a hike?"

"Sure, that would be fine."

Mary and I left the house around ten in the morning and we drove down to a section of the mountain called 'Willis's Trails. Mary told me it was named for a miner in the early 1800's who had found a gold mine in the hills and he forged this trail to his claim. Now it was just an old walking trail. We walked until about noon and then stopped for lunch. Mary found us a flat place around a bunch of huge rocks and we sat and ate the tuna fish sandwiches she had made and downed them with some bottled water.

"What do you think so far?"

"It's been great Mary. I have never seen so many small animals."

"Oh there are a lot of animals out here; once in a while you'll even see a bear or two."

"Bear? There are bear's out here?"

"Oh Robby it's OK, they won't bother you. Where I'm taking you is just a little farther along the trail. I think you'll really like it."

"Well, if you say so, but... well I just wasn't thinking about encountering bears."

We walked for another hour or so then came on one of the most beautiful sights I have ever seen. It was a small lake, no bigger than thirty or forty feet around with a waterfall flowing down off some high rock at the North end. It was absolutely stunning. "Gosh Mary, this is beautiful."

"That it is Robby, that it is. Hardly anyone ever comes here because of the time required for the climb. I love to come up here and skinny dip and then dry off by sunning on the rocks. You ready for a dip?"

There was a lump in my throat as I thought about that. I had never been naked in front of a female and I wasn't sure if I was ready for that or not. "Well... er... I haven't..."

"It's OK Robbie, if you are embarrassed I understand. You can always keep your underwear on; it's almost like a swim suit. Me, I am a nature's girl."

He watched as Mary sat down on a rock and unlaced her hiking boots and took them off. She pulled her shirt over her head and then removed her bra. She stood up, unzipped her jeans and shinnied out of them. He panties followed and then she dove, stark naked, into the pool of blue water. He saw her surface over by the water fall.

"Hey Robbie, you coming?"

I watched her as she frolicked around in the waterfall and the water looked so inviting I thought, what the hell. I took off my shoes and socks, dropped my shirt on a rock and took off my pants. I was about to dive in the water wearing only my Jockey shorts, then I thought, why not? I shucked out of my underwear and dove in and swam over to Mary.

"Well now, decided to join me?"

"The water looked so inviting and, well... why not?"

"Gauging your reaction to jumping in the pool I am guessing this is your first time skinny dipping?"

"Ah, yea. We don't get much chance to do that in the city."

Mary laughed. "No, I guess you wouldn't."

We swam and played around and after a while I didn't even think about being nude. We finally decided to dry off and we found a couple of large rocks we could lay on as we sun-dried. I watched her as she lay on her back her arms under her head, eyes close soaking up the sun's rays. She was a tall woman probably 5'9" with curly blonde hair and blue eyes. She had a nice figure and I judged her weight to be around 135. I don't know anything about breast sizes but she had nice sized breast but they sagged when she stood and lay pretty flat on her chest when she lay down. I could just make out the outline of her pussy. It was sparsely covered with light blonde hair but the lips were clearly visible. She had a nice butt, without any noticeable sag and very strong and long legs. I think her legs were one of her best features probably because she liked to walk so much. I had never thought of Mary in a sexual way until I heard that phone call, now I was wondering if she still likes sex.

Without opening her eyes she asked, "What you thinking about Robby?"

She startled me. I was almost positive that she had fallen asleep. "Uh... well I... was just... daydreaming, that's all."

"Hummm, I see. I thought maybe you were studying my body."

"Oh gosh Grandma! I was just looking at you that's all. It wasn't like I was having carnal thoughts or something."

"Oh it's OK Robby I really don't mind at all. I'm too old to mind. I just thought you were looking... ah... a little nervous."

"Mary?"

"Yes honey?"

"Ummmm, do you still like sex?"

Mary began laughing, got up on one elbow and looked over at me. "That's cute Robbie. Why wouldn't I like sex? Do you like sex?"

"Well I... sure, I mean I do... but I really haven't had sex. But at your age?"

"My age? What the hell do you mean my age? Do you think that people stop having or liking sex as they get older? I can see that I am going to have to educate you on the subject of sex."

"Mary, I'm sorry. I really don't know anything about sex and I guess I just thought as you get older that maybe the drive would... oh I don't know, dry up I guess."

Mary sat fully up and starred at me. "Robby let me give you an analogy. If you like people being nice to you do you think that goes away with age? No it does not. Now there are some older people who abstain from sex for sure, but the majority of folks always like sexual relations. People in their 70's, 80's and older still like sex. They don't always fuck or anything, but they still like sex."

Her use of the word 'fuck' startled me. I had never heard her swear before and it just caught me off guard. "I heard you the other morning. I didn't mean to, but I did."

"Heard me? You heard me what?"

"On the phone with Stan."

"Oh, I see. Well what exactly did you hear?"

"Well... I wasn't trying to eavesdrop, but... it was..."

"Robby! What did you hear?"

"It sounded like you were having sex, that's what I heard."

We sat there, the two of us on the rocks and in the sun. I was avoiding looking directly at Mary, my head lowered and she was just quiet.

"Mary I'm really sorry, honest. I didn't mean to make you mad. Will you forgive me?"

"Robby honey, I'm not mad at you, not at all. I am just searching for the right words to explain what is going on here."

"You don't need to explain, this isn't any of my business."

"No, you're wrong. With what you have seen me do and what you heard needs an explanation. You see Robby I have been divorced for over ten years now but I still feel just as sexy as I did when I was your age. Everyone thinks like that! You'll see what I mean as you grow older. I still love sex but it is increasingly more difficult to find a partner in life. Stan, the man you heard me with on the phone is a dear friend who lives near San Francisco. We obviously can't get together very often but about twice a week he calls me in the morning and we have phone sex. It's my way of releasing my built up sexual tensions. Do you see what I'm getting at?"

"Uh, I guess so. I didn't know people had phone sex. How is that any fun anyway?"

"Do you masturbate Robby?"

"Well... uh... sure."

"Do you enjoy it?"

"I... I... yes, I like it."

"Well phone sex it just masturbating with a partner that isn't there. He tells me what his is doing to me, in his imagination, and I masturbate while I pretend it's really happening. That's all there is too it."

"OK Mary. If you say so, but it doesn't make a lot of sense to me."

"Oh Robby, it makes perfect sense. Do you want to try it?"

"Phone sex? Here? We don't even have a phone?"

"Well no we don't but we can use our imaginations can't we. Now do you want to try it or not?"

"Uh, OK I guess so. What do we do?"

You lay back and close your eyes and listen to what I tell you. Things will come pretty natural after that."

I really wasn't sure if I was ready for this or not, but it sounded so exciting that I just had to try it. I had gotten over my initial embarrassment of being nude with Mary so what the heck. I lay back, my hands at my side, eyes closed and waited for her to start. "OK, I'm ready."

"Grab your cock Robby and show it to me. That's good. I like your cock, it a great size and I'm sure it will fill my pussy very nicely. Would you like to fuck me Robby. Would you like to stick you hard cock in my pussy? How about my mouth? I see you nodding and I'll take that as a yes. Good, now start stroking your cock, I want to see how a young man jacks off. It's been so long since I have seen a young cock like yours. I want it in my pussy. Think about it Robby, you can feel my mouth sucking your cock, my tongue licking on your cock head. My warm lips going slowly down your shaft. Ohhhh, I see you're enjoying fucking my face, yes honey, come for me, I want to taste you. I want to..."

"Of fuck Mary, I'm gonna cummmmmmmmm!' I laid back with cum sprayed all over my chest, breathing hard. It was a great cum. I could imagine Mary actually doing all those things to me and listening to her tell me made it even better.

"So I would guess that you enjoyed that?"

"Oh God Mary, that was the best feeling I've ever had. It was great!"

"Good, I'm glad you enjoyed it. Now it's time for you to do it for me. Can you do that for me Robby?"

"Sure, I guess. I've never thought about this but I'll give it a go if you want me too."

"OK then. Move over next to me so you can see what I'm doing. I want to have you close to me and it'll be educational for you too."

I moved so I was right beside Mary. I could see her pussy lips and they were already wet. She lay back down and closed her eyes, and that was my signal to start. "Mary you are so beautiful. I never knew how beautiful you really were until I saw you nude. Look at that wet pussy, its lips are waiting for my tongue to lick its clit. Oh yes, I want my cock in your pussy but in your mouth first." I saw Mary begin to play with her pussy one hand caressing the lips and then rubbing her clit. Her other hand was busy caressing her breast and playing with her nipples. "That's it Mary, play with your pussy. Get it good and warm for my hard cock. I'm going to kneel over your face now, take my cock in your mouth. That's a good girl; suck it deep in your throat. I won't cum yet, I'm saving that you're your pussy. Now it's going in your pussy. Feel my cock as its head pushed past your lips and into your hot cunt. Can you feel me? Oh yes I see you can. Get you ass up and meet my thrusts, that's it Mary, faster and faster. Come on Mary, make me cum.

"Oh Robby, Fuck me honey. Make Grandma cum. That's my baby. Ohhhhhh shitttt. OhMyGod, Yessssssssssssssssssssssssssss!!!!!"

"Well now Robby, that was real good. Are you sure you haven't done this before?"

"Oh no, honest, this was the first time. I'm glad I did OK. I did notice that as I watched and talked to you that I got hard again, is that normal?"

"Sure honey, your body was reacting to a sensual situation. I'm sure you would have been ready to cum again if you wanted to."

"Speaking of cum, I guess I should get in the water and wash this cum off my stomach. I'll be right back."

"Don't you dare? We never-never waste cum when Grandma's around. I will clean you up myself, now move closer and lay back and enjoy."

I lay back on the rock and watched as Mary knelt over my body and began licking cum off of my chest and stomach. The feeling her tongue is making is indescribable. There were little shooting feelings coming from within my body. My cock was hard again and I involuntarily reached down and began to stroke it. Lower and lower Mary's tongue licked until I could feel her at the very top of my pubic hairs. Oh God did this feels good. I was pumping my hand harder now and knew I was almost ready to cum again. "Mary, I'm going to cum again, watch out." As I said that I felt it rising and then the most amazing thing happened, Mary's mouth descended down and engulfed my cock deep in her throat just as I came. My hands went to her head and held it in place as I shot stream after stream of cum into her. She never stopped sucking. "Oh My God Mary. Oh Shit. FUCK!!! Ohhhhhhhhhh." My butt was still bouncing and still she wouldn't let me out of her mouth. Finally it was over and she released my member.