Granddaughter's Questions

by SamSlam

Copyright© 2012 by SamSlam

Erotica Sex Story: Granddaughter's sleepovers change dramatically after her grandmother dies. She looks exactly like her grandmother did when her grandfather married her and when she begins questioning him about how and when he first had sex with her grandmother, one thing lead to another.

Caution: This Erotica Sex Story contains strong sexual content, including Ma/Fa   Reluctant   Heterosexual   Incest   Grand Parent   Oral Sex   Masturbation   Voyeurism   .

"Paw-paw, from a guys perspective, how important is it for a woman to swallow?" my granddaughter asked, shocking me more than I thought possible.

Ellie is the oldest child of my daughter and her Baptist minister husband. He's a good man, provides well for his family but we've never seen eye to eye on child rearing. He's a stereotypical domineering father who made her wash off make up, wouldn't let her go on car dates and thinks every guy is going to knock her up. If you saw Ellie, you wouldn't really blame him for his concern. She is gorgeous, sexy and scariest of all, extremely naïve.

Ellie is one of those model teenagers who gets excellent grades, doesn't go in for the typical teenage parties and can generally be counted on to do what her parents say. She's got a great eye for fashion and has remarkably been able to dress rather trendily even with the restrictions her father placed on her attire. It's only been in the past few months that I've noticed a change in the types of clothing Ellie has been wearing and I seriously doubt if her father has seen some of her short shorts or revealing swimsuits.

As my first grandchild, Ellie has been the center of my universe for the last eighteen years. Until my wife died a couple of years ago, we took her on every vacation with us, attended every dance recital, cheering event and softball game. With her parents preoccupied taking care of the church and raising her three siblings, I taught her how to shoot a gun, ride a jet ski and drive a car. Her grandma taught her how to cook, sew and scrapbook.

We've always been there for her, and worked hard to maintain that connection as she grew older. We always stressed that no subject was taboo and she can come to us with anything. We always promised her that anything she told us would be confidential, even from her parents. I think this is one that would have been handled by her Grandma if she were here, although Ellie did say, "a guy's perspective" so who knows.

I won't lie and tell you I hadn't noticed Ellie's development, sometimes in an inappropriate, ungrandfatherly kind of way. Since she was old enough for sleepovers she has always spent at least one weekend a month at our house. I suspect part of the appeal is that she doesn't have to go to church, but she also genuinely seems to enjoy being with us. We have two grandchildren rooms at our house and all of our grandkids spend the night occasionally but Ellie was always the most frequent visitor. Her and I have continued this routine even after her grandma died.

We have a built in Jacuzzi on our back deck and I've watched Ellie's swimsuits get smaller as her stomach got tighter and her breasts got curvier. A few months ago, shortly after she turned eighteen, my dick noticed Ellie for the first time. She was wearing an especially skimpy bikini and my cock stiffened at the sight of her smooth, tanned skin. I blamed it on the swirling water but that didn't stop me from enjoying the swell of her half-naked breasts or the way her nipples poked out the front of her flower print top.

The cool air against her wet skin kept her nipples embossed on the thin material for the entire time we were in the Jacuzzi. When she floated her arms out in front of her, making waves with her fingers, her top gapped a little and the pale white curve of her breast was visible nearly to her hard nipple. Ellie doesn't have large breasts, maybe a little larger than what they call teenies on those porn websites I've frequented since Helen died. Needless to say, I had to stay in the Jacuzzi until she had gone in the house to keep from embarrassing myself. That night was the first time I jacked off without the computer stimulation. It was a month later when I inadvertently saw her breasts again, this time without any swimsuit covering them.

It was a Saturday morning and I was lying in bed, reading when I heard Ellie get up and go into the bathroom. My bed faced the hallway and I caught a glimpse of her in the bathroom mirror as she closed the door. She was wearing her typical sleepwear, one of my t-shirts that hung to mid-thigh length on her. I went into my bathroom, took a leak and brushed my teeth while I waited for her to finish her shower. My hot water heater couldn't keep up with two of us showering at the same time.

I went back to bed and picked up my book while I waited. A few minutes later the shower stopped, I put my book on my nightstand and swung my legs over the edge of the bed. As I was standing up, the bathroom door opened a crack. I looked over and saw the steamy mirror through the two-inch opening. Ellie had apparently opened the door to allow some cool air in to help unfog the mirror. I watched her use a towel to wipe the moisture off the mirror and then I froze.

Holy shit! There was my sexy, teenage granddaughter standing completely naked in front of the bathroom mirror. I moved into the shadow of my doorway and watched her pert breasts sway as she wiped her hand back and forth across the mirror. Her pink nipples were surprisingly thick for the size of her breasts. The embossing on her swimsuit hadn't done them justice. I knew I should have just gone into my bathroom and taken my shower but I was mesmerized by the sight of this teenage goddess about twelve feet away giving me a better show than any internet porn sight ever could.

As I watched her, my dick was pushing out the front of my sleep shorts. I couldn't believe I was looking at my granddaughter's naked breasts. Her areolas were light pink, about the size of a quarter and puffed out prominently from her pale white breasts. I was so intently staring at her tan-lined breasts that I nearly gasped out loud when she cleared the bottom of the mirror and I caught sight of her light brown pubic hair. Holy fuck!

I shifted my hard cock inside my shorts and stared at the fuzzy triangle of hair that surrounded her teenage pussy. I was standing on my tiptoes trying to get a better look as she started drying her arms. Her hair was neatly trimmed and I thought I could see a bit of her pussy lips but it might have been my overactive imagination.

My attention was abruptly drawn back to her breasts as she toweled around and under each one, jiggling those firm little mounds so tantalizingly that I almost wondered if she knew I was watching. I held my breath, waiting to see those delicate teen tits hang suspended from her chest when she bent over to dry her legs, but she surprised me with an even better show.

Instead of bending over, Ellie lifted her right leg onto the toilet seat, effectively spreading her legs for me. While she toweled the moisture off her calf, I had a clear view of her fur-lined pussy. Still wet from her shower, her matted hair surrounded thin, pussy lips. Even with her leg lifted up like that, her lips were compressed together giving me the optimistic impression that this was a virgin pussy.

When she finished that leg, she turned slightly away from me to put her left foot onto the toilet. This gave me a side view of her firm young ass! I have to admit that I've loved seeing Ellie's ass in her bikini or tight shorts but seeing her heart-shaped cheeks completely naked almost made me cum in my pants. I stood there rubbing my hard cock as Ellie unknowingly put on an erotic show for me.

When she stood back up, she grabbed another towel and wrapped it around her hair. Her firm tits rose when she lifted her arms up and her nipples looked like little bullets, locked and loaded, ready to fire right at me. When Ellie reached for her shirt that was hanging on the back of the door she pushed the door slightly cutting off my view. Fuck!! I hurried into my bathroom just as she opened her door and headed down the hall to her bedroom.

As soon as Ellie closed her bedroom door, I rushed into her bathroom, turned on the light and adjusted the door to about the same gap as she had it. I stood where she was and looked in the mirror towards my bedroom. Completely dark! Yes! Standing in the lit bathroom, I couldn't see a thing past my doorway. I would be able to see her but she wouldn't be able to see me. Perfect.

I jacked off in the shower, shooting a huge load of cum as I replayed my granddaughter's show over and over in my mind. For the rest of the day, I tried to act natural but every time I looked at Ellie I saw her naked tits and her teenage pussy. My cock was stiff the entire day and I kept trying not to let it show. I jacked off again before I went to bed.

Just before I drifted off, it occurred to me that Ellie may have been leaving the door open all along but this was the first time that I wasn't already downstairs when she got up. Because I had a good book and stayed in bed later than usual, I got to see my granddaughter's gorgeous body. Since Ellie was spending the night again, it was an easy decision to stay in bed on Sunday morning too.

The show repeated itself on Sunday morning. My cock was hard even before the shower stopped and Ellie opened the door. More confident that she couldn't see me, I shed my shorts and jacked my cock while I watched her dry off. She followed exactly the same routine and I shot a big load of cum into a tissue before she even switched legs.

I have to admit that I started looking at Ellie differently. I eagerly anticipated every visit and jacked off to her live show each morning. Of course, when she would innocently plop down on my lap and give me a big hug, I struggled to maintain my grandfatherly composure. My cock didn't know it wasn't supposed to react to that. Thankfully, she never seemed to notice my discomfort.

Two visits after I first saw her naked it occurred to me that she could stop opening the door at any time. What was I going to do if the mirror didn't steam up and she didn't have to open the door? For the next two weeks I worked on a solution.

I bought an HD digital camcorder, a tripod and editing software. I quickly mastered the camcorder and the software by shooting squirrels in the nearby park. Then, I spent several hours practicing with the right angle and exposure, no pun intended, to shoot into the bathroom. Setting the camcorder on the tripod just inside my bedroom, I went into the bathroom and mimicked Ellie's movements. After what seemed like dozens of tries, moving the camera further back into the bedroom and zooming in just right, I finally got a crystal clear shot.

Lucky for me that it took so many attempts because it was during the second to last try while looking intently into the bedroom that I noticed the red record light standing out like a fucking beacon. With the help of a couple of YouTube videos I disabled the light and plunged the bedroom back into darkness. The next time Ellie spent the night I would be ready.

I was as nervous as a pimply-faced teenager on a first date while I waited for Ellie to finish with her shower. The camcorder was on, filming the closed door while I waited what seemed like an eternity. I knew what I was doing was terribly wrong and my heart pounded in my chest, making it difficult to breathe. I almost stopped it right there but the door opened and I saw my naked granddaughter in the viewfinder. This was it. Too late to stop now.

I stood behind the camera and watched her go through her morning ritual. When she started drying her hair, I zoomed the camera in on her lovely young breasts. I kept zooming until one of her puffy, pink nipples nearly filled the screen. My dick was aching. I couldn't wait to see this on my 42" HD screen.

Zooming back out for a full body shot, I waited for her to lift her leg and then zoomed in on her pussy, filling the screen the same way. Even on the small viewfinder this was such an erotic sight. Her thin pussy lips were nestled in a wispy nest of pubic hair that was trimmed right to the edge of her tan lines. I zoomed out once more while I rubbed my throbbing cock through my sleep shorts. Fuck!

I jacked off four times that weekend without ever viewing the video. As soon as Ellie left on Sunday night I connected the camcorder to my TV, sat naked in my chair and watched the short movie over and over. When her nipple splashed across that big screen I just wanted to suck on it so badly but when her pussy was displayed in high definition, it seemed like I could smell her aroma and taste her juices.

I must have watched that video a hundred times but it was never as good as seeing her live. I never used the camcorder again after that first time. That first video was so perfect and so fucking erotic that I hid it away in a protected file that I could watch whenever I wanted. Interestingly, it was her very next visit that the questions began.

"Paw-paw, when did you know that Grandma was the one for you? Was it love at first sight?" Ellie asked one day while we were watching TV. She still loves curling in my lap like when she was a little girl, only now her long, tan legs were draped over the edge of my easy chair. She was wearing a pair of hot pink short shorts with a black tank top and a pink bra with the bra straps showing. It seems that girls always have their bra straps showing these days; it never used to be like that.

"Was it love at first sight?" I repeated her question while I considered my answer. We'd had these discussions before but this seemed different, like maybe she was looking for advice rather than just a 'tell me about when you met Grandma' story. "I don't know about love at first sight," I answered, "but that first sight sure was memorable."

"In what way?" she smiled as I rubbed my hand along her hip and my other hand rested casually on her bare thigh. I hesitated before I answered, wondering if I really wanted to tell her. What the hell.

"Your Grandma was a beautiful woman, but that first time I saw her, she was half turned away from me and what caught my eye was how she looked from the back in her tight bell-bottom pants." I smiled at the memory.

"Paw-paw!" Ellie slapped my arm teasingly. "Before you even met, you were checking out her ass?"

"She had a great ass," I laughed. "As soon as I could, I got a mutual friend to introduce me. It wasn't like I could just friend her on facebook."

"On facebook you probably wouldn't have seen her ass," Ellie retorted.

"I don't know, I've seen some of your facebook pictures, young lady. You look a lot like your grandmother did at that age." She does. I think that's been part of my fascination with her, but only part.

"Oh, so you think I've got a great ass?" Ellie asked playfully, leaning up on the arm of the chair to shake her ass in my face. Damn, the way those shorts were stretched across her young ass made me swallow hard before I could even answer her.

"Yes, Ellie, your ass is terrific," I murmured, slapping it lightly. "Now, it's time you take it to bed."

"Just one more question," she said, settling back down on my lap. I leaned forward a little bit, trying to get my hard cock to recede between my legs so it didn't poke her in that cute little ass.

"Okay, one more," I conceded.

"How long were you dating before Grandma let you ... um ... you know ... touch her?" Ellie asked, looking up at me with those innocent blue eyes.

"Touch her?" I cleared my throat. I was not expecting anything like this. "How do you mean?" I asked.

"Paw-paw!" Ellie sighed, sitting up straighter and leaning back a little. "You know what I mean."

"I'm not trying to play dumb, Ellie. There are a lot of different kinds of touching." I decided to curtail this discussion. "And I'm not sure your grandmother would want me telling you about what we did."

"She would want me to know," Ellie quickly responded. "She already told me a lot of things when we first had 'The Talk'." She made little finger quotation marks as she said this.

"What did she tell you?" I asked, seriously interested. This was the first time I had heard about this talk.

"Well, she explained the whole sex thing to me, most of it I already kind of knew about." Ellie smiled shyly. "She wanted to make sure that I understood how it all worked but she also wanted to tell me about how wonderful it can be with the right person."

"She was right about that," I interjected, thinking about what a wonderful lover Helen was.

"She also said that you were an incredible lover, Paw-paw," Ellie whispered. "She said you made her tremble with pleasure." I just looked at her. I didn't really know how to respond.

"So, see," Ellie smiled. "She really wouldn't mind if you told me how long you dated before she let you touch her. I'm just wondering."

"Wondering, huh? Sounds like someone is trying to make a decision." Ellie had been dating Joshua for a few weeks but she hadn't really talked much about him.

"I'm trying to ask a simple question," she said, staring intently at me. I decided to take the plunge.

"We used to call it petting or getting to first base." I laughed, trying for a light, detached tone of voice. "It usually started on the outside of the young woman's clothing and hopefully progressed to more intimate touching as you got to know each other better."

Ellie sighed. "When did she let you put your hand under her blouse, then?" Ellie asked, clearly exasperated with my avoidance technique.

"You mean like this," I asked, reaching under the front of her tank top and tickling her stomach. She squirmed around on my lap, grinding her sexy bottom into my crotch.

"No, more like ... this!" Ellie grabbed my hand and pushed it farther up under her tank top and clamped it against her bra-covered tit. I just stared at her with my mouth open. Her breast swelled with her breathing and I instinctively spread my fingers around it.

"How long did she make you wait, Paw-paw?" Ellie asked, continuing to hold my hand against the smooth fabric of her bra. I took a deep breath. Ellie did too and her breast filled my hand. I thought I could feel her nipple against my palm but I may have been imagining it.

"I don't remember, honey," I cleared my throat. "It was a long time ago."

"Okay," she said, giving my hand a quick squeeze around her breast before releasing it. I yanked it out from under her top like I had touched a hot stove. "You think about it, Paw-paw and I'll ask you again."

"Okay, sweetheart," I whispered, unsure if my voice would actually work.

"Now I'll take my sexy ass to bed," she smiled, kissing me on the cheek and scooting off of my lap. "Good night, Paw-paw."

"Good night, Ellie." I adjusted my hard cock as I watched her walk across the room. Just before she reached the hallway she half turned towards me.

"Are you checking out my ass?" she asked, with a big smile on her face.

"Never," I lied.

Fuck! What just happened? I leaned back in my chair and closed my eyes. I felt like a fucking teenager; getting a raging hard-on from touching a bra-covered tit. This was no longer just innocent voyeurism, which I know is a big oxymoron, but what was it? Ellie was asking about sex, flirting with me and she put my hand on her tit.

She wanted to know about Helen and me. What we did, when we did it. What should I tell her? I heaved a big sigh and hauled my ass to bed without coming up with any answers.

Saturday morning I jacked off to Ellie's fortuitous nude show. As I stroked my hard cock and watched her dry off, I remembered how firm her breast felt as my hand encircled it. As shocked as I was last night, I wanted it to happen again.

True to her word, Ellie pestered me all day on Saturday about how far and how fast Helen and I went when we were dating. She asked me while we were mowing the lawn, washing the car and even on the way to and from the movies. She finally wore me down and I started feeding her tidbits of information while making sure she understood it was different back then.

"But it was the sixties, Paw-paw," she said, innocently, looking at me from the passenger seat of my car. "The sexual revolution. Wasn't it all about free love?"

"Only in California," I laughed. "The rest of us were pretty conservative and parochial." We were on our way home from the movies and Ellie looked as sexy as I had ever seen her (well, with clothes on anyway). Her black short shorts rode so low on her hips and tight across her ass that I couldn't help but picture her neatly trimmed pubic hair, while her light orange top clung seductively to her teenage curves.

"Well, I think taking things slow like that sounds very romantic," Ellie said. "All my friends want to do is fuck, fuck, fuck with whoever they might like at the moment. I think you and grandma had it right."

"Me, too," I looked at her with a renewed respect for her sexual maturity.

"It doesn't keep a girl from getting horny, though," she laughed as she pulled out her phone and started texting her friends or playing a game or something else that clearly indicated she didn't expect an answer from me. Good thing, too because I didn't have one. What do you say when your sexy granddaughter, who you've been peeping on and jacking off over, tells you she's horny?

"Were you and grandma virgins when you got married?" Ellie asked later that night while we were watching TV. She was sitting in her regular spot on my lap with her head resting on my shoulder.

"No, not when we got married," I told her.

"But you were each others' firsts, right?" she asked.

"First, last and always," I answered with a quote that Helen and I used with each other all the time. I said it without even thinking about it.

"That's nice," she smiled. "Tell me about the first time, Paw-paw. Where were you and what was it like?"

"Not tonight, Ellie. I think we've had enough questions for today. Let's just watch TV tonight, okay?"

"Sure, Paw-paw," she answered, squirming around on my lap and pulling my left arm more tightly around her until it was resting just under her left breast. "Thank you for answering all my questions today, "she said quietly. "You're the best."

"Nothing but the best for you," I teased.

"I know," she said, pulling my hand to her lips and kissing my palm. "A kiss and a hug," she said referencing the goodnight ritual we've practiced since she was a little girl. After several quick kisses of my palm she hugged my hand against her breast like you would hug a teddy bear. Except this wasn't a teddy bear and I had a handful of tit again. She sighed deeply, and I felt her breast push against my palm.

I didn't pull my hand away and it took all my restraint not to fondle her teenage breast. She wasn't wearing a bra and her t-shirt was all that was between her breast and my hand. I didn't know if she could feel my hard-on pressing into her ass but I suspected she could. Ellie moved around a little like she was trying to get comfortable but it was more like she was trying to rub her breast against my hand and her ass against my crotch. I felt her nipple pressing against my palm and I carefully moved my hand in a very slow, nearly imperceptible circle to further stimulate her obviously aroused nipple.

We sat like that for almost an hour, pretending that we were watching TV, while my hand scarcely moved against her taut nipple. My arm was falling asleep but I was damned if I was going to move it. It had been 45 years since I last felt a teenage breast and I would rather have lost an arm than stop caressing Ellie's firm, young mound. Before I had to make that decision, Ellie announced that she was going to bed. She turned her body towards me, which disengaged my hand from her breast.

"I love you, Paw-paw," Ellie said, kissing me lightly on the lips. It wasn't a lover's kiss but it felt more sensual than her normal goodnight kiss or maybe that was just because my cock was rock hard against her ass.

"I love you, too, Ellie," I told her. "See you in the morning." She slowly swung her legs off the arm of the chair, twisting languidly in my lap until her back was against my chest. While standing up, she momentarily pressed back and my hard-on nestled between her ass cheeks as she paused for a yawn.

"See you in the morning," she said, finally standing up. Her shorts had ridden up between her ass cheeks and perfectly outlined the contours of her sexy ass. I watched her seductive sway until she disappeared down the hallway.

Fuck! What was I doing copping a feel off my own granddaughter? I hadn't been this horny in years. What the fuck was going on? I rubbed my cock through my shorts and then got up and went to bed. I jacked-off before going to sleep, wondering why Ellie had suddenly started asking all these questions.

I woke up when the bed jostled and turned to see Ellie crawling up on Helen's side of the bed. It doesn't matter how long she's been dead, that will always be Helen's side of the bed.

"Wake up, sleepyhead," Ellie said as she plopped down beside me. She was wearing her sleep shirt and settled on her stomach right next to me. "Are you ready to tell me about your first time with grandma?" she asked, picking right up where we had left off the night before. I thought about it a few minutes and decided to turn the tables on her.

"You first," I answered. "Tell me about you and Joshua. How far have you two gone?" I asked. If I surprised her, she didn't show it. She just smiled at me and rolled onto her back.

"Me and Joshua," she sighed stretching her arms up and clasping her hands behind her head. This had the effect of pulling her nightshirt up to the top of her shapely thighs. I rolled onto my side and leaned up on one elbow to listen to her.

"Well ... we've been dating for a few months now," she said and I wondered if she was considering how much to tell me or was just dragging this out to tease me. "We haven't had sex yet." This was good but not unexpected news.

"Has he touched your breasts?" I prompted, wondering how much she would disclose.

"Touched? Yes ... and ... um ... teased and sucked." Ellie closed her eyes as her face flushed with embarrassment. I took advantage of her closed eyes to watch her chest rise and fall, covered only by her thin t-shirt. She was not wearing a bra and her nipples seemed to be tightening as she thought about Joshua sucking on them.

"What else," I asked when she didn't continue.

"Well ... recently he's started touching me ... you know ... elsewhere."

"I don't know unless you tell me," I answered, taking perverse pleasure in making her spell it out for me. I'm not sure why this conversation was having such an effect on me but my dick was definitely reacting.

"When we're kissing he rubs me between my legs," she whispered, or maybe it was a sigh.

"Ellie, you got upset when I didn't describe specifically what touching meant. Don't you think you should do the same and tell me whether this touching was on the outside or inside of your clothing?" I asked her as I watched her squirm on the bed.

"It started out on the outside, but I like it a lot better on the inside," she said. When I didn't respond, she continued. "Okay," she sighed, "He unsnaps my shorts and slides his hand down inside my panties. He rubs me until I get very wet, okay? Is that descriptive enough?"

"Not really," I answered.

"What do you want to know, Paw-paw," Ellie opened her eyes and looked at me.

"Well, for example has he put his fingers inside you?" I asked. Her face turned crimson and she dropped her head back onto the pillow.

"Not at first, but only because I wouldn't let him," she smiled. "I kept closing my legs if he tried. I thought we'd better not go too fast."

"That's good," I told her, watching her nipples harden under her sleep shirt. This conversation seemed to have had the same effect on her that it did on me.

"But lately, when we've been kissing for a while and he's been sucking on my nipples, I've gotten so ... um ... wet ... you know." I nodded that I understood how aroused she would get. "Well, his finger just kind of slipped inside or maybe my vagina sucked it in," she laughed. "I was so horny and it felt so good that I didn't want him to stop," she confessed. There was a moment's pause before she continued. "He's not very experienced though and it wasn't ... I mean ... you know..."

"Wasn't what?" I asked innocently.

"He just pumped his finger in and out, you know, he doesn't get the whole clit thing," she said, matter-of-factly.

"Did you try to tell him about 'the clit thing'"? I asked, mildly amused by her candor.

"No, I didn't want to embarrass him. Do you think I should?" she asked, looking more serious than she had been through the whole conversation.

"Well, if you don't tell him, where will he learn this?" I asked.

"Hmmm. Good point," Ellie said, somewhat lost in thought.

"And it becomes even more important when you progress to other things," I added.

"Like what?" Ellie asked and at first I wasn't sure if she was serious. She was.

"Like oral sex and intercourse," I answered.

"Oral sex? Wow, I haven't even thought about that," Ellie said, squeezing her thighs together like she was imagining what it might feel like. "Did you and grandma do that? Oral sex, I mean."

"Before we talk about what your grandmother and I did, I want to hear more about you and Joshua." My cock was aching and we hadn't even talked about her touching Joshua.

"What do you mean? That's as far as we've gone."

"What about him?" I asked, figuring she had probably jacked him off like he had her.

"What about him? I just told you what we've been doing," she answered.

"Tell me about when you touch him," I prompted.

"Paw-paw, I haven't touched him at all!" she sat up and looked at me. Maybe it was something in my look because she quickly added, "Ohmygod! Do you think I should have ... um ... you know... ?" I shrugged and shook my head.

"No, Ellie. I'm just a little surprised that's all. I mean, a guy who's sucking your breasts and fingering you ... I mean, he's probably getting aroused by all of that." Hell, I was getting aroused and we were just talking about it.

"Oh, he is, Paw-paw," she said, "He rubs against me when we're kissing and all. I can feel him, you know, getting hard. I've just always been so focused on how far I was going to let him go that it never occurred to me to, you know, reciprocate." Her gaze took on a far away look as she contemplated and I watched her chest rise and fall against the thin material of her t-shirt.

"Okay, your turn," she finally said, turning towards me. "Tell me about your first time with grandma." I took a deep breath and turned onto my back. As I was considering where to start, Ellie snuggled up to my side and I put my arm around her. With her head on my shoulder, her hand lightly brushed my bare chest, giving me an electrical charge that I wasn't sure she noticed.

"Okay, but it's not like you thought. It wasn't her making me wait. I was the one who thought we should wait." Her hand on my chest was a little distracting but when she draped her leg over my thigh, it was almost too much. I willed my cock not to react. "We were already engaged," I continued, focusing on my story instead of Ellie's bare thigh against mine. "I was shipping out to Vietnam in a week and we planned to marry when I got back. Your grandma didn't want to wait a year to lose her virginity."

"What if you don't come back," she argued.

"I'll come back," I kissed her tenderly. "I promise."

"You don't know that! Haven't you watched the news?" Of course, I had and I was scared, too, but I didn't think it justified us jumping the gun. Not that I didn't want to, it's just that things were different back then.

"Goddamnit!" she yelled at me, "You will be my first. No one else is popping my cherry!" Your grandma had a way with words.

Ellie chuckled and snuggled more tightly against me. Her thin t-shirt did nothing to obscure the feeling of her breasts against my ribs.

Of course, I gave in and we made plans for the following morning. We borrowed a friend's station wagon and drove out to the lake. We were both living with our parents at the time. Well, I was living in the barracks but was home on leave.

As I drove, Helen was wiggling around in the passenger seat. When I glanced over, I almost ran off the road. She was taking her underwear off!

"We're going to do this right," she smiled at me. "We're going to be completely naked." As much heavy petting as we'd done, I had never seen her completely naked. I was aching for her by the time we got there.

I thought we were going to do it in the back of the station wagon but Helen had other ideas.

We parked in a secluded area on the unpopulated side of the lake and Helen pulled a blanket and a picnic basket out of the backseat. She spread the blanket out on the ground in a little clearing surrounded with trees and bushes.

Helen was wearing a summer dress, what we used to call a shift that had buttons all the way down the front. I loved it when she wore dresses like this on our dates. She could technically stay dressed while I strategically undid one or two buttons on the top and the bottom.

"No one will see us here," she said, dropping to her knees as she unbuttoned her dress. Before she could even shrug it off her shoulders I had knelt beside her and started mauling her luscious breasts. She dropped the dress behind her and combed her fingers through my hair as she arched her back. A deep moan gurgled up from her throat as I suckled first one and then the other of her deliciously hard nipples into my mouth. I was squeezing, pinching and hefting her breasts like a madman trying to devour them as I nibbled and scraped my teeth lightly over her nipples the way I knew she liked.

I let go of the breast I was sucking on and ran my hand across her smooth stomach but she stopped me just as I reached her pubic hair.

"No fair," she panted. "You have to be naked, too." She pushed me away and I tore at my shirt and shorts as I stared at her naked body.

"You are so beautiful," I said, as I yanked off my jockey shorts, releasing my hard cock.

"You're not bad yourself," she smiled as she watched my cock spring to attention. She wrapped her hand around it and pushed me down onto my back. "I don't think either of us needs much foreplay," she said as she bent down to kiss my lips. Her hand was lightly stroking up and down my hard shaft as she swung her leg over me.

I watched her position herself over me and felt her rub my cockhead up and down against her moist lips. Oh God! The heat of her wet pussy as my cock split her lips apart was the most glorious feeling I've ever had. We both gasped with astonishment as the head popped into her tight, wet hole and she froze. It felt so heavenly that I thought I might cum right then if either of us moved.

Helen let go of my shaft and leaned forward a little, positioning my cock directly under her quivering pussy. A married friend had told Helen that she should be on top so she could control everything. I looked into her eyes and saw how anxious and excited she was.

"We don't have to do this," I whispered, praying she wouldn't stop. I'd never felt anything like this and I wanted to jam my cock up into her so badly. She smiled and started lowering herself down. Oh, fuck! The slowness of my entry was both excruciating and magnificent. She was as tight as she was wet and her hot juices eased my cock right into her pussy.

Helen leaned forward and my cock slid out a little. It felt so good! Her tits dangled tantalizingly over my chest and I grabbed one in each hand, caressing them as she lowered herself back down. About halfway down, my cock met resistance and Helen stopped moving. I figured I was pushing against her hymen. She kissed me and leaned forward again until just my cockhead was inside her pussy.

"I love you," she said, removing my hands from her breasts and placing them on her hips. "I need you to help me, okay?" I nodded, although I wasn't exactly sure what she was asking. My cock was aching for action but I was so afraid I was going to hurt her.

"I'm going to move up and down. On the third down, we're going to do this," she said. "You have to push me down hard, okay?" I nodded again, not trusting myself to speak. I gripped her hips more tightly and waited for her signal. She rose up on her knees.

"I..." she lowered herself down until my cockhead hit her hymen, then lifted her steaming pussy up again. "Love..." she lowered herself down once more. I thought my cock was going to explode as her well-lubricated pussy slid up and down my rigid shaft. "You!!!!" Helen yelled, slamming herself down as I yanked on her hips and thrust my cock up into her virgin pussy.

"Arrgghhhh!! Helen cried as I broke through the barrier and plunged deeply into her narrow channel. As her pussy lips slapped against the base of my cock, she fell forward, resting her breasts against my bare chest. The only movement was the rising and falling of our chests from our labored breathing.

"Are you alright?" I asked as my cock throbbed inside her velvety pussy.

"Wonderful," she sighed. "It hurts a little but I think I'm getting used to it. I love you so much," she said, kissing me all over my face.

"I love you more," I answered as she sat up a little, shifting her weight around. God! Her snug pussy engulfed my cock in this incredibly intense heat that left me aching for the slightest movement. Then, Helen started slowly rocking back and forth, massaging my cock with her fiery pussy walls. And just like that we were no longer virgins.

Instinctively, I waited for Helen to set the pace. After a few long, slow glides she began to rock a little faster. I grabbed her hips again as I thrust up to match her movements.

"Oh, God! This ... is ... incredible!" Helen moaned as she sat up straighter and started riding me with a renewed vigor. I couldn't speak. I just watched her firm young tits jiggling around on her chest as she pounded her pussy down onto my cock. I was clawing at her hips and yanking her down onto me as I bucked my ass off the blanket and tried to match her frantic rhythm.

I could feel my balls constricting and the build up in my cock was reaching its boiling point. Helen was slamming her soaking wet pussy down onto my rigid shaft and smashing her clit against my pelvic bone in a frantic onslaught. We were like two animals coupling in the wild. Our loud moans surely echoed across the lake as we neared the peak of our very first time.

"Oh Helen! Oh God! I can't hold it! I'm cumming!" I screamed, just as her body stiffened and her pussy muscles clenched around my burning cock.

"Me too!" she yelled, convulsing uncontrollably on my bursting cock while I spewed my seed deep within her tight virgin pussy. We kept jerking against each other until our mutual orgasms sapped our strength and she collapsed on my chest.

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