Jack laid back on his bed, cock in hand as he watched the adult video on his TV. The 16 year-old's mother would have a fit if she knew about the x-rated tapes he hid in his room. It was almost six o'clock, mom's usual time home from work and he knew he was taking a chance watching them. But he'd been so horny when he got home. He'd had an afternoon date with Becky and she'd played little miss cockteaser again. If he didn't jerk off he'd burst.

With a tight grip he stroked his hard cock, imagining the tightness of Becky's pussy. A vivid picture of the redheads beautiful tits also filled his mind, big white mounds topped with pale pink nipples that stood up like little erasers when she got hot. She'd let him feel them this afternoon, but pushed him away when he tried to suck them. He was too rough she had said. He could only imagine how nice they'd feel in his hungry mouth. His imagination was so strong that he could see Becky standing at the foot of his bed, her wet fingers in her cunt, furiously fingering herself and inviting him to enter her.

In fact, Jack was so wrapped up in his fantasy and pounding his cock as if his life depended on it, he failed to notice someone else had entered the darkened bedroom. He heard her voice before she saw her, a sudden shock that caused his whole body to flash hot then icy cold.

"My, we have grown, haven't we?" said the feminine voice from the doorway.

"Grandma..." Jack gasped.

He was so stunned that he just laid there, his hand still clamped firmly on his dick. After a few seconds he had a delayed reaction and started to pull the sheet over his now shrinking dick.

"You don't have to hide from me, Jack." His grandmother said with a smile. "I've seen you naked before. But I must admit that the view has greatly improved since you were ten."

"I'm sorry..." He murmured, "I thought I was alone ... I mean I don't normally..."

"Hush boy," She said as she walked over and sat on the edge of the bed. "There's no need to be embarrassed, boys play with themselves all the time ... girls too. In fact I've done it myself a thousand times or so."

Her easy going manner had always put Jack at ease, she was so unlike his mother.

Janet Carlsen had her daughter when she was 17, she'd become a grandmother at 37. Even today at 52 she looked ten years younger. The dark brown of her hair may've come from the beauty pallor, but the firm body that went with it was the result of 35 years of careful care. Few lines appeared on her face and her 38 inch breasts only barely sagged. Some of Jack's friends had told him they'd gotten hard ons watching her out by the pool in his backyard.

"You don't need to hide anything from me, Jack, I know what's going on. Did Becky leave you high and dry again?"

"Uh, yeah," He said, gulping hard.

"Stupid little bitch doesn't know what she's missing." Janet replied.

Jack knew his grandmother was never shy about saying exactly what she was thinking, but this was too much. Here he was, naked beneath his sheet, discussing his sex life, or the lack of it, with his grandmother.

"Good thing your mother is working late tonight and called and asked me to come over and check up on you. I'd hate to think what her reaction would've been if she walked in here and saw you."

Jack shuddered at the thought, thinking how stupid he'd been to take the risk with the tape. If anything, he should've just gone into the bathroom and jacked off.

"Still, one had to take advantages of one's opportunities..." His grandmother said.

Before Jack could think about what she was talking about, Janet reached over and placed her hand on his sheet covered cock. Jack couldn't voice a sound as she stroked it and felt it harden in her hand.

"What kind of grandmother would I be if I left you all hot and bothered with only your hand for company?" Janet said as she cupped his balls and gave them a playful squeeze.

A voice screamed inside Jack to stop this, but if felt so good. His once soft cock was now again rock hard, forming a small tent beneath the sheets.

"Looks like it's come back to life," Janet said laughingly. "Do you mind if I take a better look at it?"

Not even realizing he was doing it, Jack nodded yes.

Pulling the sheet down across the bed, Janet exposed his full six inches. A bright smile appeared on her face.

"Mmmm..." She purred..."That looks good enough to eat!"

That did it, any thought of his grandmother as anything but a still beautiful and sexy woman disappeared from Jack's head. Any guilty feeling he might've had faded as she now ran her fingers along the length of his now bare cock.

Leaning forward, Janet tongued the tip of his cock, licking the drop of pre-cum that had formed there. Jack thought he would explode right there and then. He closed his eyes as her tongue ran down the length of his shaft and swirled around his balls. He couldn't wait for that hot, wet sensation when her mouth could close over his aching cock.

Taking her time, Janet sucked on his balls, then moved her way back up his shaft. Then in a fluid motion she engulfed the length of his cock, sliding the young boymeat all the way down her throat. She let it slide out slowly, then swallowed it again. She could feel the heat in his balls, she knew it wouldn't take many strokes before she was rewarded with a steady stream of hot cream.

"Oh God ... Oh God!..." Jack gasped as he tried to hold back. It was a one-sided contest. Janet had forty years of practice behind her, she played his cock and balls like a musical instrument.

"I'm gonna come..." He managed to gasp, seconds before bursts of boycum erupted into her mouth.

As soon as she felt the first drops, Janet deep throated her grandson's cock and swallowed the seemingly endless stream as fast as it came. She'd always like the taste of young boycum, but this had a special flavor knowing it came, however indirectly, from the fruit of her own body. Long moments passed as they both laid there. Finally, she released his semi-soft cock from her mouth and sat upright.