The author wishes to acknowledge that this story was created based on Grandpa and Me by Txlilygrl, using the same premise and even some of the actual words.

As a young girl, I used to spend one weekend at month visiting my grandfather during my school vacations. We would sometimes go to the zoo, aquarium, or skating rink, or just play games like hide and seek, board games, or, my favorite, card games. I would sit on the couch on one side of the coffee table and Granddad would sit in his lazy boy chair on the other side.

It was a hot summer day when I first saw my grandfather's penis; it was also the first one I'd EVER seen. I knew that there was a difference between males and females and how babies are made and such, but until then I had never seen one, not even my dad's.

Granddad was wearing shorts, as he usually did in the summer, and he was sitting across from me as we played cards. The game had just started and he had just gotten comfortable on his chair, when I happened to glance over and see it. He was sitting at such an angle that I was able to see up his pants legs, right under his underwear; I saw most of his penis and one testicle.

I immediately tensed up, knowing that it was naughty to see that; and I quickly looked away, but for some reason, I felt my heart sort of beating heavily in my chest. I fought to not look again as we began to play cards, but this little girl's curiosity got the better of her much too soon. When I saw Granddad looking at his cards, I couldn't help but to steal a peak once again, then quickly lift my eyes so he didn't catch me looking.

For the next half hour or so, things continued this way, except a couple of times when I was looking, Granddad glanced over at me. On those times, I quickly looked away.

Finally, one time when I was looking, I was so captivated to be seeing his man thing, I didn't realize that he was suddenly watching me, until I heard, "What you staring at, Trish?"

I must to have been staring a long time. When I looked up at Granddad, he had a strange smile on his face. I was sure that he didn't know where I had been looking. I guessed that he didn't know that part of his privates were exposed.

"Just daydreaming," I said.

We continued playing. By then I had seen enough of his penis to know that I wanted to see more. It seemed that every time Granddad played a card, I would look down, hoping that he had shifted and that I'd be able to get a better look. I didn't know it at the time, but I guess that was the first time in my life I was feeling horny. I stole glances up his pants legs every time I got the chance. I was so intrigued at seeing a penis.

After the game, Granddad gathered the cards and got up to put them away. I got up to go to the bathroom, and a couple of things happened there. When I pulled down my undies to sit on the toilet bowl to pee, I saw that the crotch was wet. I guessed that I had been paying so much attention to Granddad's penis, I must not have realized I had to go and a little pee must have leaked out. Sitting there peeing, I couldn't stop thinking about what I had seen of my granddad, and when I patted my 'Minnie' with toilet paper to dry myself, a strange tingle shot through me. It was then that I knew what I was going to try to do...

As I suspected, Granddad was sitting in his easy chair watching TV when I went back to the living room. I gathered some toy animals I often played with and took them over and put them on the floor in front of his chair. Then I sat down like I was going to play with them, placing them about my fantasy 'jungle'. In truth, I actually was trying to stay calm, knowing what I wanted to try to do.

Sitting there, I was able to get up close, trying to see up the leg of his shorts while pretending to look at him. He was watching some dumb ball game, only half paying attention to me as I played with the animals, running them up and down his leg.

With him so absorbed in the game on TV, I decided to take a chance. My heart was racing as I moved two of the animals up onto his lap. When I was sure that he still wasn't paying attention to me, I got a few other animals and brought them up on him, too. I began to move the toy animals around, playing as if they were chasing each other. I made some of them hide under his shorts legs. I placed them so that they made the shorts stand up and I could see in better as I sat in front.

Granddad shifted in the seat; I thought it was to get up, but it was only to get more comfortable, I guess. WOW, NOW I COULD SEE ALL OF HIS PENIS! It was beautiful!

Seeing that, I actually began to feel my heart pumping in my chest. My hand was trembling as I got my toy snake and had it slither up Granddad's leg, pausing a couple of seconds, and then pushing it up his pants leg and underwear until it almost touched his penis, which I swear seemed to twitch on its own. I was so excited. I knew it would be very wrong and very naughty, but I actually wanted to touch it. It was then that I felt real funny feelings down between my legs and I remembered how my panties had been wet there before.

For the next couple of minutes, I toyed with the idea of actually moving one of the animals all the way up under Granddad's shorts and onto him, so that I could touch his penis, but before I could get up the nerve, he moved, sitting up straight and telling me, "Trish, Sweetie, I didn't get enough sleep during the night. I'm a bit tired and need a little nap."

Disappointed, I gathered my toys off him and brought them down to the floor with me. "Okay, Granddad."

"I won't be too long, I don't think. Just a short nap," he told me as he stood, looking down at me. "You can play with your toys or watch TV."

I nodded. He smiled and walked away to go to his room. I couldn't help but to steal a last look; it seemed to me that his penis was actually sticking out inside his pants.

During the next few minutes, I kept remembering how exciting it had been to see Granddad's penis and I guess it was then that I realized that I would have liked to see the whole thing. Suddenly, my mind began to race ... plot actually, I guess.

Often, in the past, when I would be in my grandfather's bedroom while he was sleeping, he would always be in his underwear. I was sure that he'd be like that now. I quickly came to the conclusion that I'd surely be able to get a better look at his penis if he was only in his boxers than I had been able to get beneath his outer shorts and underwear. That was when I thought about going into his room. Heck, if he was sleeping sound enough, I might even be able to lift his boxers up some to see 'it' inside. I was hoping that he didn't have a blanket or sheet covering him; hoping that being that he'd only gone in to take a nap, and seeing how hot it was, there was a good chance that I'd find him atop the bed.

I knew that I had what my mom called an obsessive personality, but until that day, I didn't understand what that meant. Now I knew. I really was determined that I wanted to see my granddad's penis.

Hurriedly, I walked over to his door, which he had closed. Gently, I turned the knob and quietly walked into the room. Once again, my heart speeded up.

Granddad was laying on the bed and, as I had hoped, he was atop the mattress in his underwear and tee-shirt. As I tiptoed inside and moved close to the bed, I got the shock of my life; I got a real surprise that I never would have thought possible. Granddad's penis was peeking out of the front of his underwear. For all the many times I had seen him sleeping in bed, his underwear always covered his privates properly. Now, the one time I come in to see if I could get a look, I found that the head of his penis was just sticking out and I could also see some of the shaft as well as the head. It was almost as if 'it' knew I was coming in to look at him.

I stood there, quiet as a mouse, just looking at it. The head had a little slit, a hole, in the end of it. I guessed that was where the pee came out. I wondered where the stuff that made babies came from; was this really what went inside a girl? How was that possible? As I stood looking in curiosity, I wanted to see more.

I thought of an idea. If Granddad was in a deep sleep, maybe I could open his boxers to get a better look. Excitement was racing through me as I quietly hurried back to the door. Taking a deep breath, hoping to calm myself, I then called, "Granddad?" I wanted to see if he was in a sound enough sleep not to awaken. If he did wake up now, I'd make believe I just walked in.

I waited a moment and when he didn't stir, I moved a little closer and tried again, "Granddad ... are you awake?"

By the time I tried the last time, I was by the bed. Again there was no response.

I knew how dangerous this was, but I was so curious, I just had to do what I'd thought up. Besides, I told myself; Granddad never yelled or got mad at me. If he happened to wake up, maybe he would just chase me out of his room.

My legs were trembling as I ever so gently climbed up onto his bed, edging over until I was sitting right next to him; then I paused in wait, my eyes looking down at where the head of his penis pushed out of the slit in his boxers.