Natalya (Natty to all her friends) is the assistant admissions coordinator at State University and on this particular afternoon she was sitting back in her chair and staring at the pictures of her family that were prominently displayed across the front of her cubicle. In two large decorative frames were pictures her late husband Charles, her daughter Mary and her husband Frank and, of course, the love of her life, her grandson Billy.

"Thinking about your grandson again Natty?"

Caught unawares, she spun around in her chair and saw that it was her boss, John Session, standing in his doorway watching her. "Oh! I'm sorry Mr. Session I was just daydreaming. But you're right, Billy arrived last night and we've been catching up on all the things he's done since his last visit ... I'm sorry sir, I'll get right back to work."

"Don't be silly Natty, I'm not angry with you, and in fact I'm impressed that someone as young as you has a grandson."

She blushed with the compliment. "Well I am so darn proud of him Mr. Session! His mother and father have gone off on a second honeymoon and Billy is staying with me for a couple of weeks. Say, did I tell you that he's the starting linebacker on his high school football team and his mother thinks he'll get a scholarship up here next year if he continues to impress his coaches?"

"Wow that's great; we can certainly use more football talent here. Look Natty, you've never missed a day's work so why don't you just take the rest of this afternoon off and get an early start on the weekend"

"Really? Oh thank you Mr. Session, I really appreciate that!"

"No problem Natty, now scoot and go have a good time with your grandson."

Natty straightened up her desk then went into the women's restroom to freshen herself before she left for home. She looked at herself in the mirror and although Mr. Session had complimented her on being young Natty knew it was exactly that — a compliment. Before her husband had passed away she always worked hard to look good for him, she worked out at the gym, made monthly visits to the hairdressers and even used a tanning salon twice a week. But now she just looked old and tired. Her hair had deteriorated into a mixture of light brown and gray, her tan was long gone and her figure could use less calories and more exercise not to mention the fact that since Charles died she hadn't been intimate with anyone — intimate hell, she didn't even bother to masturbate anymore and for her that was saying something. Charles had always insisted that she act like the old adage of, 'a lady of the house and a whore in the bedroom' and Natty had been more than happy to comply with his wishes and in fact she enjoyed the sex more than anyone who knew her would have ever guessed, but now ... oh well. She looked up and smiled into the mirror and instead of a 55 year old sexy woman smiling back at her there was a perfect characterization of a 65 or 70 year old grandmother staring at her! Well, she thought I am what I am and now its time to get on the road and surprise my Billy.

A little while later Natty drove up to her house and parked — well it was really more of a cottage than a house. The home was set back on an acre of tall pine trees and grass and was a small two bedroom, one bathroom with a separate one car garage but as small as it was it was all hers, paid for with Charles's insurance money. She opened the car door and walked around to the back of the house and let herself inside. She called out Billy's name but she got no answer so she set her purse on the kitchen table and walked into the living room. She could see the back of Billy's head just above the back of the couch and it was covered with a set of those damned headphones. Natty knew that most teenagers today walked around with headphones of some sort plugged into their ears, listening to 'their' music but she was totally against it because she thought that most of them would end up deaf before they ever turned thirty.

Natty walked across the room until she was standing right behind the couch, her intent was to sneak up and surprise her grandson but when she reached the back of the couch it was she that was surprised instead. The first thing she saw was Billy looking at some sort of a magazine, a magazine whose pages were filled with men and women in all stages of undress and doing unimaginable things with each other, things that she and Charles had done with each other but not things that a seventeen year old boy should be looking at. Then she noticed that Billy's right arm was slowly moving up and down and she realized that she had caught him masturbating. Her first thought was to move away and give the boy some privacy ... but she didn't, instead her mind clouded and she remembered Charles sitting on the same couch and stroking himself until he was almost ready to cum then she would get down between his legs and take him into her mouth and finished him off, swallowing his cum and then licking him until he was hard again then he would bend her over the back of the couch and fuck her until she screamed for him to stop. Thinking of those wonderful days she moved just a bit to her right so she could watch her grandson stroke his cock.

As she watched him she saw that he had taken off his shoes, socks, shirt and pants and that his Jockey shorts were down around one ankle. She almost gasped when she saw the size of his cock, it had to be seven or eight inches long and was extremely thick. She had never seen a cock that size, although she certainly wasn't any sort of an expert having only seen Charles's, and although he had always managed to please her, his cock had only been five inches long and wasn't very thick. As she watched the boy stroke himself she felt herself getting wet — wet for the first time in a long, long time. Without even realizing what she was doing she unbuttoned the top buttons on her long sleeved blouse and slipped a hand inside her bra and she began to caress her breast and pull on her nipple.

The more she watched her grandson the more fascinated she became with his cock. The surgeon had certainly done a magnificent job when he had circumcised him; he had left the boy with a beautiful dark red ridge line that stood out at least a quarter of an inch with a light pinkish head above the ridge and a long sensuous shaft leading down to his public hair. His scrotal sack was nicely rounded and hung softly between his legs and was flopping back and forth with each slow stroke of his hand. She saw some pre-cum leaking out of Billy's cock and she wondered if it tasted as good as Charles's had. She was just about to lift up her skirt and touch herself when Billy's head leaned back on the top of the couch and he opened his eyes and realized his grandmother was watching him...

Shocked, he jumped and jerked off his headset then reached down scrambling to grab his clothing. "Oh my God Granny ... I'm ... I'm so sorry! Jesus I didn't expect you home so soon ... Oh God I feel so..." He actually started to cry.

She really felt bad about spying on him in such a private moment. Without even thinking about his nakedness she walked around the couch and pulled him into her arms and hugged him. "It's alright honey, no need for you to be sorry or to cry. In fact I'm the one who should be apologizing for spying on you." She could feel his naked skin against her and then she felt his hard cock pushing against her leg and she just couldn't resist the temptation any longer. With a sigh and the memories of her late husband, she kissed the boy's cheek then reached down and began to caress his cock ... a real live cock, something she hadn't touched in more than three years.

Billy was shocked as he managed to sputtered out, "Grandma ... what ... what are you doing?"

Now, even more embarrassed than before, she quickly pulled her hand away from Billy. "I'm ... I'm sorry honey ... it's just that I was remembering ... well never you mind."

Billy pushed his grandmother back so that he could look into her eyes and then he noticed the partially open blouse and remembered that she had been touching herself when he first saw her watching him. That combined with the knowledge that grandpa had been gone for a few years now and the proverbial light bulb went off in his head — his grandmother was horny. Now, with no thought as to her being his grandmother, or to her age or her physical condition, he just let his over imaginative teenage hormones take over and although he wasn't very experienced with women he certainly wasn't a virgin either. Before she could change her mind, or even think about it, Billy pulled her back into his arms and he kissed her. When their lips met she tensed then after a minute her body relaxed and she kissed him back. They both just stood there; their arms wrapped around each other their tongues playing tag then he slowly lowered her down onto the couch.

Natty was breathing hard and she was definitely wet and getting more excited by the minute — but then she realized that this was her own grandson! She leaned back on the couch and tried to make sense of what was happening but she was so turned on and it had been so long that her need for a sensuous relationship took over for her common sense and before she could react he did. Billy turned sideways and leaned in and kissed her neck then his tongue slipped up and into her ear and his hand found its way inside her open blouse and down inside her bra and all thoughts of right and wrong went out the window. She turned to him breathing hard and she kissed right back, first on his cheek then her tongue ran along and under his ear where she began to nibble and bite and her hand slipped down his body until her fingers again reached his hard cock and she began to stroke him.

Billy's whole body shook with pleasure. "Oh God Grandma that feels wonderful, please ... please don't stop."

Natty smiled to herself ... if he thinks that feels good wait until he feels what I'm going to do to him. She pushed him backward on the couch, scooted over just a bit then slipped down and took him into her mouth. As his hard cock slipped between her lips she felt something happening to her that hadn't happened to her since her beloved Charles had died — she felt the beginning of an orgasm. It started lightly, a slow smoldering heat in her loins then it slowly build up to an electric sensation moving throughout her body, the tingling sensations everywhere; her clit was so hard it almost hurt, her breasts engorging and her nipples became extremely sensitive. She was about to reach between her legs and stroke herself when the final rush came and she climaxed without having ever touched her pussy "OOOOMMMYYFFFFFFFUUUKKKINNGGODD" was all that came out of her mouth as the climax overtook her body. She shuddered, her legs clamped together and she involuntarily raised her butt into the air but she never quit sucking on Billy's cock.

Billy was in seventh heaven, his cock was in his grandmother's mouth and she was giving him a blow job! He watched her as she squirmed around on the couch wondering what she was doing then when she screamed something and then her body shook he realized that she had cum. Imagine that, he thought, his grandmother actually cum sucking on his cock! He wanted her to keep sucking him but he also wanted to fuck her so he reached down and rolled her over onto her back, her head still on his lap, the he bent down and kissed her. "God grandma that feels so nice but let me play with you too." He unbuttoned the rest of the buttons on her blouse and pulled it open then reached underneath her back and unsnapped her bra. Lying as she was he couldn't take off her bra but he pulled it up over her breasts and saw a beautiful pair of tits starring up at him. They were large ... maybe the size of large grapefruits and because of her age they lay flattened, each one sliding to the side of her body. She had large areolas maybe two inches across with nipples the size of his little finger. He cupped one breast up and into in his hand and brought it up to his mouth and began to suckle, paying special attention to her nipple, flicking it with his tongue and gently nibbling on it.

Natty loved the feeling of again having a man suck on her breasts and she squirmed around on his lap, finally getting one hand inside her skirt to play with her clit. "Oh God Billy that feels wonderful, please baby don't ... don't you dare stop!"

Billy was elated that he was pleasing his grandma. Without stopping sucking on her breast he reached down and touched her hand and she guided his fingers to her clit. With his fingers on top of hers they slowly rubbed her clit then she took his fingers and let him try it by himself. As he rubbed she squirmed and moaned and he knew she would cum soon.

"Ohhhh yessss honey, that's it, nice and slow. Oh God yessss. Oh Billy I'm gonna cum again!!! Of fuck YES!!!!!!!!" Her legs clamped together tightly, trapping his hand between her legs and she spasmed with sexual pleasure. She lay there enjoying the euphoria then rolled over on Billy's lap and sucked his cock back into her mouth. It was time for Billy to cum too!

She held his shaft with three fingers and her thumb and began to bob her head up and down on Billy's cock. She loved the way the ridge felt sliding in and out over her lips and she teased the tip of his cock with her tongue.

"Grandma? Grandma I'm going to cum! Please grandma let me cum in your mouth! Please?"

She had no intention of letting one drop of his cum escape her lips and she bobbed her head faster and faster. She slipped her free hand between his legs and cupped his balls and fondled him as she sucked.

"Oh God! Oh God Grandma ... I'm ... I'm ccuuummmiinngggggggggg!!!" His cock contracted, expanded then his hips quickly shoved forward deep into his grandmother's mouth as he shot rope after rope of hot cum and Natty smiled as she sucked and swallowed every drop. It was his first blowjob and he never knew that it would feel so damned good. When his breathing was finally restored somewhere towards normal he pulled Natty to him and they kissed. Finally he sat back and took a closer look at her. He could see most of her faults, how old she was, how out of shape she was, how her breasts sagged to her sides ... still she was more sexual than any of his two teenage girlfriends and she certainly knew more about making love than they did so he figured he was in this for the long haul and it was going to be a wonderful two weeks.

She watched him looking at her, evaluating her, and she suddenly felt ashamed of herself for what she had done to her own grandson. Finally unable to hold back her emotions she said, "Well I guess I'm pretty old and ugly especially to someone as good looking and young as you are honey. Look I'll go to my room and get dressed and I'm really sorry about what happened. I hope you'll forgive me and please don't tell your mother and father what happened ... alright?"