For Elizabeth Whitten, tossing and turning while laying around in bed was nothing new since like most senior citizens sometimes falling asleep was a challenge, but on this night her restlessness was fueled by anticipation.
Her favorite grandson Paul was visiting for a few days, as he often did on his way to and from college between semesters, and while the night before she had spent the entire evening with Paulie, for the heck of it Elizabeth had arranged for the neighbor girl down the road to stop by on this night.
Elizabeth had sensed that Paul wasn't all that excited at first about sitting around the house with this girl, despite the fact that Melody was a cute enough gal with a wholesome farm-girl look about her, but he seemed to warm to her and had offered to walk her home after Elizabeth had excused herself to go to bed.
That was almost an hour ago and Elizabeth knew from experience that it only took five minutes tops to make it to and from the Wallace house. What were they doing? Elizabeth couldn't help wondering that as she looked up at the shadows on the bedroom ceiling while her fingers explored between her legs, caressing her pussy which was very wet.
Were they necking? Of course they were, Elizabeth concluded, because while Paulie was a cute and innocent thing he was also not one to be shy around the ladies, as the widow Whitten knew so well.
Paulie was probably probing under the strawberry blonde's blouse, kneading breasts that were definitely bigger and much firmer than her own, Elizabeth concluded as her other hand massaged her aged mounds flattened out by her being on her back.
That Wallace family was a church going family and Melody didn't seem as wild as most of her generation but still - one never knows when you're young and the hormones are raging. Maybe - just maybe - her grandson had coaxed the gal to rub him or maybe even take his cock out. What would poor Melody do then, faced with something the likes of which she had never seen before.
Elizabeth certainly hadn't when she was shown how much her grandson had grown, and while she hadn't been a tramp in her day and had seen a few men in her years, she had never seen anything like Paulie's manhood, and attached to a admittedly goofy looking and way too skinny kid it looked even more absurd.
"Please don't fuck her Paulie," Elizabeth told the empty room, and not just because she feared of what would happen if the girl got pregnant, but because she was jealous. She wanted to show her pride and joy off and all but...
"Jealous, at your age," Elizabeth scolded herself as she kept rubbing between her legs, but just as she was trying to decide whether to get herself off or not she heard the creaky back door in the kitchen open and footsteps making the floorboards cry out.
***
"Grandma, you awake?" Paul whispered into the murky darkness where there was a lump in the sheets.
"Of course I am," Elizabeth replied. "Come in and tell your Grandma all about it."
The bed moved when Paul got onto it and slid up next to her, and she could tell that Paulie had taken everything but his underwear off as he spooned up behind her.
"Well?" Eleanor asked as her grandson nuzzled under her silver grey hair to kiss her neck, her eagerness to hear evident. "Melody was nice wasn't she?"
"Yeah, she was okay," Paul replied as he rubbed his grandmother's slender arm under the sheet while subtly coaxing the covering down. "She knows a lot about agriculture."
"That's not what you two were talking about for the last hour," Elizabeth kidded. "Tell me what happened - everything."
"I walked her home," Paul replied, stifling a chuckle as he made her wait to find out what he and the girl had done. "And then I walked back."
"In between," Eleanor snapped, reacting to the feel of his hardness on her butt by pushing back. "Did you fuck her?"
"Grandma!" Paul reacted in fake shock.
"Well?"
"No, we made out a little bit," Paul admitted.
"Come on."
"You always said it's not nice to kiss and tell, Grandma," Paul reminded her.
"That means other people. We're different, you and me honey," Elizabeth reminded her grandson. "So you were necking. She kiss good?"
"Pretty good, but I don't think she's had much practice," Paul confided. "She didn't know french kissing at all at first."
"But you taught her didn't you honey?" she asked as the hand that had been stroking her arm pulled her onto her back, and then Paul was leaning over her and kissing her, the tongue dueling with hers as he ground into her.
"Yeah," Paul gasped when their mouths finally separated.
"You didn't stop there, did you Paulie? You got your hands under her blouse didn't you?"
"Yeah."
"Under her bra?" Did you get to feel Melody's breasts under her bra?" Elizabeth insisted as he brought his hand up to her chest, and after he admitted he had she continued. "She never had much up top before but recently they really started to pop out. Melody's are a lot bigger than mine, aren't they honey?"
"Grandma..."
"It's okay, I want to hear it."
"Yeah they were pretty big but yours are way better, especially your nipples. Yours are way bigger," Paul said as he plucked at the fat pegs poking the nightie.
"Her pussy - did you get your hands into her panties?" Elizabeth panted.
"A little."
"Was she hairy down there honey? I know you hate it when girls shave their pussies," Elizabeth asked as her hand went down to the bulge threatening to tear through her grandson's briefs.
"Yeah, I felt like she had a lot of hair down there but she pulled my hand out right away," Paul moaned as he reached under his grandmother's nightie. "Gee Grandma! Your pussy is dripping wet."
"Tell me honey. Did she play with your cock? Did she jack you off? Did Melody suck that big thing of yours?"
"No," Paul groaned as his grandmother tried to reach into his underwear and get them down. "I made her rub in from the outside but she wouldn't really do anything else with it. I think she was..."
"Scared," Elizabeth concluded after working the underwear down and grabbing his grandson's throbbing manhood by the base of the thick shaft and starting to pump it. "I don't blame her. I know I was."
"I thought last night you said that your pussy was so sore your wouldn't be able to?" Paul asked as he pushed a finger inside her, and then a second and a third, almost spinning his entire fist into her sex.
"Fuck me," Elizabeth cried out, but Paul laughed and pulled the petite senior's hand off his cock and had her sit up in the bed.
"I love it when you get crazy and act like you're in heat," he reminded his grandmother as he pulled her nightie up over her head, his hands immediately going to the gently hanging teardrop breasts made up mostly of areola and nipple. "You remind me of me."
"Paulie," Elizabeth whimpered as her still limber body writhed and twisted, her hands grabbing her short silver locks while her grandson grabbed the plump pegs and lifted her breasts gently upwards with them. "Omigod please!"
"She wants to see me again before I go though Grandma. Wouldn't it be great if all three of us were in this bed together? Think of it."
"Paulie honey," Elizabeth gasped as her grandson playfully abused her breasts just as she liked it. "I would..."
"You said you used to be with girls a lot when you were young," Paul reminded her.
"I'm too old honey, and besides I have to live around here," she reminded him. "What if her parents found out?"
"I guess," Paul said as he stood up on the bed with his long spear waving in his grandmother's face, and the spry senior wasted no time in seizing the stiff organ and bringing it to her lips.
As she always did, Elizabeth licked the pointy end of the nose-cone glans before bringing her lips down. Her mouth took in the head and went further, stretching as the organ got thicker and thicker as she neared the base, finally stopping when her throat was being poked by the tip and her mouth could not stretch any more to accommodate the beer can-like base where her weathered hand was.
"Oh man Grandma," Paul cried out as she looked up at him with more than 6" of his manhood in her mouth while her free hand squeezed his relatively small pouch below. "No girl sucks cock like you. One of these days you're going to deep throat me."
"No way honey, although I wish I could," she lamented after sliding her mouth back up and looking at the saliva that coated about two thirds of his over-sized penis before going back to work, saying what she knew he loved to hear, "It's so big and beautiful."
"All for you Grandma," Paul said as he cradled her head in his hands, his knees bowing as he fed her as much of his member as she could take until he could take no more.
"Gentle at first honey," she reminded him like she always did while going onto her back again, and Paul nodded although he knew that she would be clawing at him and screaming for him to fuck her harder in no time.
Elizabeth spread her slender thighs, exposing her sex to her grandson's eager eyes and shivering when her ran his fingers through the furry delta. Her plump labia were visible these days after her once-lush bush had thinned with age, making it easy for him to find the mark as he brought his cock between her wet lips.