Grandma Ate and Me ...

Grandma Kate and Me and the Lady Makes Three

A very kinky love story

Disclaimer: This is a work of fiction, nothing remotely like it occurred in real life.

Thanks to AchtungNight and Grammarly for editing assistance.

I got home from Grandma Kate's funeral today. They laid her to rest amidst many tears from many friends and relatives. Kate was loved by all, that's for sure. I miss her terribly; we were so close. There is a Grandma Kate-shaped hole in my heart. She was much more than a beloved grandmother to me, and I feel a burning need to tell our story--and our secret. Only my beloved wife Cheryl knows the full tale until now.

I was born in 1978, in southern California. My parents were not demonstrative people. While they were never abusive, there wasn't much warmth in them, so I grew up rather starved for affection. They both had high-powered careers and I never lacked anything material. They weren't rich, but by my teen years, they were at least rich-adjacent.

I'm Jason by the way. I'm tall (6' 2") with proportionate weight (190-ish). I have light brown hair and am moderately good-looking. For those who care about such details, I have a six-inch cock which is a bit on the thick side. Grandma Kate always said I looked like a carbon copy of Grandpa Joe. They were my mother's parents; my dad's parents were killed in a plane crash when I was three. I never really knew them. Kate and Joe were the only grandparents I had. They had every bit of the affection my parents seemed to lack and then some.

Grandpa Joe was independently wealthy as he came from old money. He put in about 30 hours a week doing volunteer work--he did not need a salary. Grandma Kate did much volunteering too. They were rich folks who wanted to give something back. They donated quite a bit of money to various charities as well.

Joe and Kate married when Kate was 18 and Joe was a few years older. Mom was born a year later. When I was born, Kate became a 38-year-old grandmother. I've seen photos of their wedding. To call her drop-dead gorgeous would be an insult by understatement.

Mom was their only child, and they did their best to raise her right. They made it clear to her that she would inherit everything when they died, but when she became an adult, she was to be self-supporting until then. She never lacked anything, but she did not grow up in luxury. Joe and Kate lived frugally but not like misers.

They were genuinely proud of Mom's professional achievements, and they loved her deeply. They were always puzzled as to why Mom grew up to be such a cold fish emotionally. Mom married an emotionally very similar man when they were both 18. They had me about nine months after the honeymoon and never had nor wanted any other children. Truthfully, they didn't want me, and they let my grandparents raise me. I spent so much time at Joe and Kate's house that they set up a bedroom for me.

Joe and Kate were my parents in all but name. I never had brothers or sisters, but there were plenty of kids my age in Kate and Joe's neighborhood, so I never lacked friends and playmates. One of these kids was my future wife, Cheryl. I got along well with other kids, so I remember my childhood as a fun time.

Joe and Kate were very involved "parents". When my games of catch with Grandpa grew into an interest in baseball, he signed me up for Little League and either he or Grandma or both were there for every game. Sometimes they embarrassed me. They were quite an affectionate couple and were often seen kissing in the stands.

Grandpa Joe absolutely adored her and wasn't shy about talking about it--or about showing it. He called himself the luckiest son-of-a-bitch on earth, which Grandma Kate always countered with "Honey it's not luck, you have skills." He was a rather ordinary-looking man, maybe about a five, while Kate was a solid nine when I was in high school. Quite good for a woman in her fifties.

My Little League teammates were quite jealous of me--many of them were children of divorce and had never seen affection between their parents. This same pattern persisted into high school, where I lettered in several sports. There was the added factor that teammates were noticing (and commenting) that Grandma Kate was smoking hot. They were not wrong. She was 5'5" and 130 pounds and had some fine 37C breasts which were still perky and not sagging in her fifties. She had well-rounded 36-inch hips but a 25-inch waist--a classic hourglass figure. She had golden blonde hair with only a few traces of gray and a beautiful face.

Several teammates said to me "Damn, your mom is so hot" or words to that effect. My answer was always "Mom, hell no, she's my grandma" which often as not left them open-mouth astonished. Kate got married at 18 and had Mom nine months later. Joe was about 25 when they married. They very much wanted other children but were never able to have any more. It wasn't for lack of trying. They considered adopting, but the family discussions about it always made Mom very jealous, so they dropped the idea.

I had never thought of Grandma Kate in sexual terms, but I had eyes and knew how fine she looked. My God, she raised me from infancy. She was the one who held me close when I cried--something Mom never did. It was so emotionally stifling with Mom and Dad that when I was twelve Joe and Kate offered to have me move in with them permanently--and I eagerly accepted. Mom and Dad readily agreed; indeed, they signed over their parental rights. At thirteen we were in family court and Joe and Kate formally adopted me. They changed their wills. Now I would inherit half the estate--which meant I'd eventually not have to work unless I wanted to. I was determined to find a good career for myself, so much of Mom and Dad rubbed off on me.

I was smart, but never quite a good enough student to get an academic scholarship, nor quite a good enough athlete for an athletic scholarship. But money was no problem at all, and Joe and Kate would have sent me to Harvard had I wished it. They had raised me in the same frugal lifestyle they had raised Mom in, and I knew I could get an equally good education for far less expense.

I had dated a few girls in high school, but I was a virgin when I graduated. One of the girls was my childhood friend Cheryl. Dating her was comfortable and safe but not so exciting--she felt too much like a sister to me. We had a lot of trust between us. She didn't excite me that much (any woman whatever will excite a horny 18-year-old man some), but she was a petite, pretty redhead. Getting excited by her wouldn't be excessively difficult.

Cheryl had also remained a virgin, though she told me later that she masturbated regularly, as I also did. A while after Cheryl's eighteenth birthday, we had a discussion. She admitted she was still a virgin and horny as hell. When I admitted the same applied to me, she suggested we make love, which I readily agreed to. Let's just say that what we lacked in experience, we more than made up for in enthusiasm, which resulted in powerful orgasms for both of us.

We repeated the experience on several occasions, but we knew we weren't going to have a long-term relationship. She had a legacy admission to Yale, while I had enrolled in a community college, intending to transfer to a university afterward. She also said "A long-distance relationship just won't work for me, and besides, sex with you is great, but a little too much like fucking my brother. We should break up. You've done nothing wrong, but we need to do this. No hard feelings?"

"No hard feelings," I lied. It hurt quite a bit. I wouldn't say I was in love with Cheryl, but my feelings were inclining that way, quite definitely. Our time together had an easy grace and a comfortable familiarity, and the sex was good. When I was done grieving, I would need to find someone new. But before I had time to finish grieving, another tragedy struck.

Grandpa Joe had a heart attack and died. I was 19, Grandma Kate was 57. We both cried rivers at his funeral. Grandma kept herself busy with charitable activities and spending time with friends during the day, and I had my studies at college. But the nights were horrible. I slept fitfully; Grandma hardly slept at all. I often heard her crying in the night.

One night that first winter, I got up to take a leak and when I passed by her room, I heard her sobbing. When I got back, I knocked on her bedroom door and asked if I could help. She tried to say "No," but broke down in gut-wracking cries. I opened the door, and I repaid some of the hugs she gave me as a child. I just climbed into the king-sized bed she used to share with Grandpa Joe and held her close to me while she cried out her grief. As the weather was cold, I was dressed in pajamas, and she was wearing a flannel nightgown.

"Jason, I just miss Joe so much! He loved me so much, and I've slept next to him every night for 39 years--and not all of the time was sleeping. He was ordinary-looking, you turned out more handsome, but he was a passionate and skilled lover. We made love as often as I wanted, and I'm basically an eight-days-a-week girl. We fucked at least once a day, every day except when I had my period and he'd always finger me to orgasm then. I loved pleasing him just as much. I miss him like hell for the love we shared away from the bedroom, and the abrupt withdrawal from mind-blowing sex is just horrific." She stopped there and said, "I know that's too much 411." But she had stopped crying and smiled for the first time since Grandpa Joe died.

"I can't help with the sex" I answered, "you are my grandmother, but I can help with the loneliness. Would it help if I slept in your bed? I think it might help me too."

She said "Yes it would help, Jason. You're very kind. I think maybe you need this too; you're grieving your grandpa and your breakup with Cheryl. I think you loved her more than you realize."

I thought that over and realized she was right, and I shed some tears of my own, but I never could cry long in Grandma Kate's arms, it was just too comforting. We talked a while longer and fell asleep in each other's arms. We didn't wake up until nearly ten. It was the best sleep either of us had gotten since Joe died. I had late classes that day, so we had time for a late breakfast. I made bacon eggs and coffee. By this time, I'd assumed about half the cooking. We had a housekeeper five afternoons a week, but Grandma Kate did her own cooking--I had been taught how to cook as a teenager, and rather enjoyed it.

We both asked, "Do you want to sleep together tonight?" virtually simultaneously. After we stopped laughing, we agreed that this would be an every-night thing for as long as both of us needed it. I did mention we'd need to set an alarm on days when I had early classes. We talked about school and shared happy memories of Grandpa Joe. We got misty-eyed a couple of times, but neither of us needed to cry.

As the days went by, our relationship grew even closer. When the weather grew warmer, I started sleeping in my shorts and Grandma Kate traded in her flannel nightgown for a sheer silk short nightie and cotton panties. This was a bit complicated for me, as her outfit gave me a good view of her beautiful body, and sometimes my hormones noticed, without my mind's consent. But I could not bear the hurt I would cause her if I changed our sleeping habits. I knew we'd eventually need to when I found a lover, but I wasn't ready for that yet. I simply tried to control myself as best I could. I masturbated a lot in the shower, always making it a point to fantasize about anyone but Grandma Kate.

Grandma Kate was aware of this, and approved of my taking care of my sexual needs and told me I was smart not to rush into a relationship I wasn't ready for and to please feel free anytime I felt the need to come. Kate was also masturbating regularly. We never invaded each other's privacy, but we kept no secrets from each other. I knew since childhood I could tell her anything without judgment or shame, and I was mature enough to treat her the same way. More than once she told me "Wait an hour before joining me in bed, I need to masturbate". I admit those conversations excited me, and I'd jump in the shower and stroke my dick. I couldn't stop myself from thinking about Grandma Kate when I came. Those orgasms were more powerful than any I had since the last time that Cheryl and I fucked. I thought of Cheryl quite a bit when I was stroking, as well.

One night that summer, Grandma Kate and I went to bed early. She had worked extra hours at one of her volunteer jobs, and her upper back and shoulders were sore. I offered her a massage. She gladly accepted and turned her back to me. I carefully massaged her, and she fell asleep from it. I couldn't help but notice the delicious curves of her hips and her fine ass. I found myself getting aroused. She turned over in her sleep and I got a good look at her beautiful tits. I could see them quite well; I could easily see her nipples through the sheer fabric. That nightie wasn't concealing a damned thing; if not for the cotton panties, I would have seen her pussy. As it was, I saw a prominent camel toe.

By this time, I was rampantly erect. I slipped out of bed and ran to my old room, where I lay on my bed and pounded my cock furiously. I made quite a mess. As I cleaned up, I scooped up a dollop of my semen and tasted it. It was rather pleasant. "Thank you, Grandma Kate", I said in a whisper. I couldn't pretend I wasn't thinking about her from start to finish. After the cleanup, I slipped back into her bed. She hadn't woken.

The next morning, I went to college early but skipped my first class. I needed to be alone for a while to think. The conclusion was that I was a pervert for lusting after my grandmother, but I couldn't honestly say I wanted to stop. We hadn't touched each other sexually; we hadn't crossed the line--it wasn't incest. I carefully ignored the fact that I very much wanted to pull her cotton panties down and bury my cock in her sweet pussy. Face it, I was an irredeemable pervert.

That night we went to sleep at about nine, and I tried hard to not look at her body, but random glances got me hard anyway. I held off doing anything about it. I really needed to talk this out with Grandma Kate, but I was ashamed and afraid she'd be disgusted with me. But my restraint couldn't last, and I knew it couldn't. I got rampantly hard two nights in a row. The first time, she stirred when I got out of bed to jerk off, but she was asleep when I got back to bed. I thought the next night would go the same way, but when I returned to bed, she was awake.

"We need to talk, Jason", she began. "I know you're jacking off to me. How many nights have you done that?"

"Three" I answered, "I just can't seem to stop. I've tried. Are you disgusted with me? I didn't want to hurt you, but I'm afraid I have."

"No Jason, I'm not angry, disgusted, or hurt, in fact I'm rather flattered that I can excite a young man so much. I'll confess I have had more than a few sexual thoughts about you, sometimes right in the middle of orgasm. Now it's out in the open. We don't have to hide anything. We can sleep together nude, and you are welcome to look at everything. If you need to jack off, just do it, you don't need to leave the bed. I'd like to watch if you'd like me to. I am very riled up and I need to masturbate. Do you mind? You are welcome to watch if you want to.

"Grandma Kate, that will make me hard again," I protested weakly.

Her answer was "I hope it does, I'd love you to spray your come on my tits".

I said "OK I'd love to, Gran..." She stopped me.

"You can and should call me Grandma Kate in the outside world, but we are going to share some rather intense intimacy in this bed, call me Kate. Now I really need to come."

She removed her nighty and pulled off her panties, and I saw her pussy. She had a bit higher portion of gray hair in her neatly trimmed bush than she had on her head, but it was still the most exciting thing I ever saw. She laid down and stroked her inner thighs for a bit, then plunged three fingers into her cunt and began stroking her clit with her thumb. Her other hand was busy playing with her breasts.

I at once got a deal harder than I was the first time, and without further prompting, began stroking my cock. Kate gave me an approving smile. She came hard and loudly and called my name, which made me spray a huge load all over her tits and her belly. Some even dripped down to her pussy. I positively shouted "Kate" as I came.

She said that it was wonderful, and she knew how much we both needed it. I heartily agreed. I started to get up to get a towel, Kate stopped me, "Joe would usually come in my pussy or my mouth or my ass. But sometimes he'd pull out at the last minute and spray me. I loved it and loved falling asleep in his arms, covered in his come. I felt so connected to him. You don't have classes tomorrow; we have a lot to talk about. But for now, come hold me and hold me tight, and let's sleep."

I held her tight, and we were soon snoring: the most peaceful either of us had slept since Joe died. Kate woke slightly before I did, I woke to the smell of pancakes cooking. I took care of my bathroom needs and came into the kitchen and started some coffee. She was dressed in a rather skimpy sundress. I was in a T-shirt and jeans. We greeted each other warmly and soon were sitting down to pancakes and coffee. After the meal, Kate said, "There's a lot I need to say, but first I need to know how you're feeling."

I hesitated a bit, then spoke, "I feel like a pervert lusting after my own grandmother, and I also feel I took advantage of you grieving over Grandpa Joe. I feel so ashamed. On the other hand, I really had a wonderful orgasm--as good as any I had during sex with Cheryl, and just by jerking off. Falling asleep in your arms felt extra good last night, and I slept like a baby. I'm conflicted."

Kate answered, "Don't be troubled. I wanted it as bad as you did, and I'd been lusting after my own grandson. I'm as much a pervert as you are."

She continued "I'd like you to sleep in your own bed tonight and tomorrow if you need to and think over what you want to do. If you want to repeat the experience, I'm quite open to it. But if not, I'll do everything I can to help you avoid temptation. I feel so much at peace now, and I can sleep alone. If necessary, I have my fingers and my vibrator. I won't pretend I'll not be thinking of you. You gave me by far my best orgasm since Joe died--and he was damned good."

"But there's one thing you must promise me. This secret must be kept between us. We may not have quite crossed the line into the legal definition, but our toes are on the line, and incest is a felony in California and most jurisdictions. Many people regard it as a horrific sin. I know we are irreligious and don't care about that, but our friends and my coworkers would shun us."

I answered, "Kate, I will miss being in your bed. But I will think about what I want. Please also think about what you want. That matters to me."

"I will," she said, "now let's have another cup of coffee and talk about something else. If there is anything you'd like to know about Joe and me, I'll be happy to talk about it. The memories are so pleasant. But I warn you, I may need a masturbation session."

"I might, too", I said, then we talked for hours. Joe was Kate's first and only and he never had another woman from the first time he touched her. They were 100% faithful, but they could get kinky with each other, even some lightweight BDSM. We both needed that masturbation break.

I slept in my own bed that night and took a long time to go to sleep. But by the time I closed my eyes, I had made up my mind. I slept peacefully. I made breakfast for Kate, and we talked. I started. "I have decided I want to repeat what we did. Are you ready for me to come to your bed tonight?"