WARNING: This story contains incestuous sex between a Grandmother and her really big dicked Grandson, so if that's not your cup of tea then please select another story to read. This is also my entry into the 2018 Nude Day contest. As always I welcome your comments, good or bad.

We were seated at the table having dinner when my father, William Baxter the first ruined what I had hoped would be a very good summer break. I'm William Baxter the second, but I go by Billy.

"I need you to do me a favor," he said just as I put a fork full of roast beef into my mouth.

"What?" I asked, the question almost unintelligible due to the food I was chewing.

"Don't talk with your mouth full," my mother Maxine Baxter admonished me.

After chocking down the food I said "Sorry Mom."

"Anyway, as I was saying, I need you to do me a favor," dad reiterated before adding, "I want you to spend a couple of weeks with your Grandmother."

"What? Why?" I almost shouted.

"Because I asked you to," came his reply.

This was typical of dad, never really asking for a favor, but instead just telling me what he wanted and expecting me to do it. I knew I wouldn't be able to get out of it. All my plans to spend some time with my cousin, on my mother's side, Tucker Woodruff vanished into thin air.

"I had plans for my summer break Dad," I protested vainly.

"Change them. Since I'm paying your tuition I think this is the least you can do," he said, his tone leaving no doubt he wouldn't take no for an answer.

At nineteen years old and in college I would've thought I'd have more say so about how I spent my free time. But I guess I couldn't complain. I still lived at home, rent free, since my school was only a half hour drive away, and as dad pointed out he was paying for it. That left me with only one question.

"Which Grandmother are we talking about?" I asked, a silent prayer bouncing around my brain

Oh lord, please let it be grandma Millie my mind screamed as I waited for dad's answer. She was my dad's mother, and unlike my mother's mom, she was actually pretty cool for someone who was sixty-three. I haven't seen her for close to eight years because she had been living in the south of France until about three years ago, but what I remembered most about her was how she always appeared to be full of energy. She was like an old teenager, always taking risks and never worrying about the consequences. I suppose you could call her a free spirit.

"Grandma Mildred," dad's answer finally came.

I breathed a sigh of relief as my mind screamed, "Yes!"

On July 12^th I boarded a flight from Omaha, Nebraska to the Dallas Fort Worth airport where I caught the connecting flight to Portland, Oregon. From there I had to catch a bus to Bend, Oregon where grandma was suppose to pick me up, with my ultimate destination being some place called Sun River about twenty miles further. By the time I arrived in Bend it was five forty-three on the morning of the 13^th. Grabbing my one lone suitcase I stepped off the bus and headed into the terminal, the morning air a little brisk.

I really wasn't sure if grandma Millie would be there this early so I prepared myself for a wait by getting a cup of vending machine coffee and then made myself comfortable on one of the few benches scattered about the place. As I sipped the crappy coffee I gazed around the terminal at the dozen or so people, one in particular catching my eye. Near the ticket counter stood a petite woman with her back to me. What had caught my eye was how she was dressed. She had Birkenstock sandals on her feet and a tight red skirt that was so short I was sure I'd be able to see her ass if she bent over. Her blouse was a brilliant white silk number that looked very expensive even to my untrained eye. Underneath her blouse I could faintly make out a soft pink bra. I wasn't able to see her hair because of the bright red scarf covering it, but what I was able to see had my cock slowly inflating in appreciation. Her ass was round and jutted out slightly, perfect for cupping in ones hand, while her legs were very toned and tanned to a golden brown.

"William Baxter, please report to the ticket counter," came over the PA system breaking me out of the hypnotic trance the woman had on me.

Grabbing my suitcase and dropping the coffee in the nearest trashcan I sauntered over toward where the woman stood. I was hoping to impress her with my swagger, but when she turned to face me my swagger stopped dead in its tracks. The woman's sparkling blue eyes appraised me for a second before her lips parted into a huge smile revealing teeth just as white as her blouse. Her face was as golden as her legs.

"Billy Baxter, you get over here and give your Grandma a hug!" shouted the woman as she spread her arms wide.

Frozen in place I stuttered, "G-Grandma?"

With four quick steps she was against me, her arms wrapped tightly around my waist, her head pressed to my chest. Hesitantly I placed my arms around her shoulders and gently hugged her back; her perfume smelled like roses. After several seconds she stepped back and held me at arms length.

"My lord, you've sure grown," she huffed, her eyes roaming up and down my six-foot frame.

"And you look...stunning Grandma," I managed to croak out.

"Why thank you Billy. Now, lets get out of here," she said turning toward the front door and walking briskly away.

Snatching up my suitcase I followed, my eyes so mesmerized by her swinging ass that I almost ran into the doorjamb on the way out. She led me to a gunmetal gray Fiat 124 Spider sitting at the curb, the convertible top down even though it wasn't even seventy degrees outside. She had me load my suitcase into the trunk while she got in and fired up the car. As I climbed in I happened to glance over and noticed that the hem of her skirt had risen almost to her crotch, and each time she shifted gears her skirt rose even higher. By the time we made it out of Bend and hit the highway to Sun River I could see her pastel pink panties covering her mound. Unfortunately I was too petrified to enjoy the view; grandma drove like she believed she was Mario Andretti or something. Plus having the top down wasn't doing me any favors either; my nipples were hard enough to cut glass and I was sure my gonads were frozen solid.

As we zipped down the highway grandma talked incessantly, but due to the wind and my chattering teeth I couldn't hear a word she said. The only pleasant thing about the short ride was watching grandma's nipples get stiffer and stiffer from the cold air swirling around us. By the time we pulled up to the keypad to a gated community her headlights were on high beam and most of her panty-clad mound was in plain sight. When she had to stretch to reach the keypad I was afforded a wonderful view of her right butt cheek. Either her panties had slid into the crack of her ass, or she was wearing a thong. After putting in the code for the gate she settled in her seat and shot me a knowing smile before slowly driving forward. About half a mile in she turned into a cul-de-sac and hit a button on the dash. Looking around I noticed that all five of the homes here were high end and had high fences surrounding the backyards. As I watched I saw the garage door to the house directly in front of us open and grandma easily maneuvered the small car into the spacious garage. Before we got out grandma hit the button once more and the garage door slid quietly closed behind us.

Once she climbed out of the car she told me to follow so she could show me were my bedroom was. With my suitcase in hand I followed her into the house where we entered into what looked like a combination laundry room and pantry before ending up in the kitchen. She was walking too fast for me to take much in, but as she led me up the stairs to the upper floors I was able to take in the sight of her ass. Her skirt was short enough as she led the way I had a fantastic view of both cheeks. The question of what kind of panties she had on was answered, the strip of pink buried in her crack definitely belonged to a thong. Another thing I noticed was how both cheeks were just as brown as her legs. By the time I reached the top landing I had the makings of an erection that threatened to turn into a full blown hard-on.

When I caught up with her she pointed down the hall and said that was her room, then turned and opened the door to the room we were standing next to. The room was spacious, with a king-sized bed and its own bathroom; the large window let in a lot of light and overlooked the backyard. Laying my suitcase on the bed I excused myself and went into the bathroom to relieve my aching bladder, when I came back out grandma was looking at my suitcase with a frown on her face.

"You sure didn't bring much," she remarked.

"Didn't think I'd need much," I responded, walking over and opening the suitcase.

"Well, I see jeans, shirts, socks and underwear. Did you bring any shorts?" she enquired.

Rifling through my stuff I couldn't find any. Grandma shrugged then went over to the only dresser in the room and pulled open a drawer. After rummaging around she stood and came over holding a pair of lime-green shorts, telling me they were my late grandfather's tennis shorts. Holding them by the waistband she held them against my waist and said they should fit. Taking them from her outstretched hand I held them against me and noticed that they were way shorter than I would've liked. I definitely wouldn't be able to wear my boxers with them unless I wanted to look like a complete idiot. Of course the color was going to make me look like an idiot anyway, but there was no sense in compounding the situation by having my boxers sticking out. If I were to wear them the only option would be to go commando, which would present another problem entirely. Being rather large in the dick department I was worried that my cock would slip out and give my grandmother a heart attack or something. If they were tight enough I could probably make due with them, but I wouldn't bet on it. Grandma saw the look on my face and asked what was wrong. My face turned red as I tried in vain to figure out how to tell my grandmother that my dick was too big to stay hidden in the tiny shorts.

"There'll a little short," was all I could come up with.

"Nonsense, they'll be fine. Try them on and I'll tell you if they are too short," she said, her eyes looking at the shorts covering my crotch.

"If it's all the same to you Grandma, I'd rather hop into the shower and then lay down for a bit. I'm kinda beat from the trip," I told her.

"Oh my, where are my manners. You get some rest and when you get up I'll make you something to eat," grandma said.

"Sounds good, thanks Grandma," I said, and then leaned down and placed a kiss on her cheek.

After she left I took a quick shower then crawled into bed with just my boxers on. I don't think my head even hit the pillow before I was out. Three hours later I woke, unsure where I was at first. I lay there until I got my bearings then got up, stretched, scratched my balls and walked over to the window. Looking down into grandma's backyard I saw a kidney shaped pool with several lounge chairs on a patio next to it, and a small patch of grass next to the cinder block wall. Glancing to the right I noticed I could see over her neighbor's fence. The neighbor's yard was an exact replica of grandma's, with one very big difference. Near the back fence in the grassy area a bottled blonde with what had to be DD tits was slamming herself down on some guys cock. She was practically laying backwards on him with her hands on his chest, her feet planted on the ground as her ass rose and fell slamming roughly down on the guy. Her front was in plain view of my bulging eyes as she worked up and down on him. I could see his cock sliding in and out of her hairless pussy as she used her leg muscles to lift her ass before crashing back down. As I watched she began to speed up causing her large tits to bounce up and down on her chest, her stiff nipples just a shade darker than the all-over tan she sported. My jaw hung open and my cock grew harder as I took in the sight.

"Yeah, that's Elizabeth, our resident nympo. You'll meet her later," grandma whispered.

I almost pissed my pants when I heard her speak. I'd been so engrossed in watching the action I had no idea that she'd slipped in and was standing next to me. As we both stared out the window the blonde smiled and threw us a wave before redoubling her frantic pounding of the guy under her. Grandma waved back as if this was nothing new to her then stepped away from the window. Reluctantly I stepped away too, making sure to hold my hands over my bulge so grandma couldn't see it.

With another one of her knowing smiles she told me she came up to see if I wanted something to eat since it was almost noon. Unable to speak yet I just nodded. She smiled even bigger then told me to come down when I was ready. As soon as she left I went back to the window only to find the guy gone and the blonde picking up the large towel they'd been using. Before she slipped out of sight she glanced up and saw me staring at her. What she did next took me by surprise; she waved then blew me a kiss. Four minutes later I came out of the bathroom a whole lot more relaxed, got dressed and went downstairs.

The stairs led to the front room, where I stopped and took my first real look around. The room was large, with two couches, a couple of wing-backed chairs with ottomans and several end tables strategically placed near the couches and chairs. The furniture was situated in such a way that they formed a horseshoe in front of the fireplace, making it easy for a large group to visit without having to turn in any one direction to talk. What I didn't see was a television. Off to the left was the open kitchen, a huge marble topped island dividing the two rooms.

That was where grandma was. She had her back to me so I took some time to study her. Since my brain wasn't crowded with images of the lady next door I finally had a chance to notice what she wearing. I also got to see her hair without the scarf covering it. Just like the lady next door grandma's hair was bleached blonde but cut just a little shorter. She wasn't wearing the skirt and blouse anymore; instead she had on a pale blue full-length silk robe that completely covered her. From the back I could see a sash going around her waist, which I assumed was how she kept the robe closed. As I approached she turned and smiled at first, then a frown appeared on her face.

"I thought you were going to try on the shorts?" she asked, her eyes focused on my jeans.

"I forgot," I lied.

"Well, go try them on. I want to make sure they fit, otherwise we might have to go get you some," she said, sounding just like my father.

Back in my room I picked up the shorts and stared at them. Lime-green. Who in their right mind wore crap this color I wondered. Shrugging out of my jeans and boxers I tugged the shorts on, the elastic waistband stretching to fit my waist. As I suspected, they were short, my balls and cock barely hidden in them. Going into the bathroom I checked myself out in the mirror. "Geez, I look like a dofuss in these," I grumbled as I turned to take a look at the backside. That part didn't look too bad, but when I checked the front I became a little worried. When soft my cock is still almost six inches long so it makes a pretty good bulge; what I was seeing now looked like I had a woody in my pants. With no way to fix that I figured I could make due with these as long as I didn't do something stupid; like getting a real woody for one. The leg openings were pretty snug so I didn't think my cock was going to make an unexpected appearance at the wrong time. Swallowing my pride I went back downstairs for grandma's inspection, secretly wishing she'd find the shorts unacceptable.

Not all wishes come true. Not only did grandma think they looked good on me; she said she liked how short they were. Stepping behind she slipped her fingertips under the hem of the leg openings and tugged them down just a bit. When she did the same thing to the front her fingertips grazed my cock. With a startled look she jumped back.

"Oh god honey, I'm sorry, I-I didn't mean to touch you there," she stammered, red faced.

"That's okay grandma," I tried to reassure her.

"Uh, you're not wearing underwear?" she asked, her face bunched up in a frown.

"Can't Grandma. I wear boxers and they'd poke out the bottoms," I explained.

With her eyes glancing at my crotch she hesitantly asked, "Can I ask you something sweetheart?"

"Sure," I replied.

Grandma's face turned even redder as she asked, "Do you have an erection?"

"No," I timidly replied. Staring down at the floor I quietly added, "I'm just a little bigger than most guys."

"Oh...Um...Okay," she said, taking one last glance at my crotch before turning and heading back into the kitchen.

With her back to me she said, "I made you a ham sandwich. When you finish I'll give you the nickel tour of the place."

Sitting on the island was a saucer with a sandwich on it and a tall glass of milk. I sat in one of the barstools at the island and devoured the food, not realizing how hungry I was until now. Grandma busied herself at the sink keeping her back to me the whole time I was eating. When I walked over to rinse my dishes I noticed there wasn't anything in the sink; I did notice that grandma's face was slightly flushed however. Once my dishes were in the dishwasher she began to lead me on a tour of her home.

To my joy the first place she showed me was a room down a hallway off the front room. It turned out to be a media room, complete with six reclining leather chairs and one hell of a big ass television attached to the wall in front of the chairs. The next place she took me was back upstairs; it was a bathroom with the largest bathtub I'd ever seen in my life against the far wall under a window. She showed me her bedroom then another one next to mine before taking me back downstairs where we stepped through a set of French doors that led out into the backyard. As I'd already noticed, there was the pool and seven rather comfortable looking lounge chairs scattered around the patio area. When we went back inside grandma directed me to the front room where she had me sit on one of the couches while she sat in one of the wing-backed chairs.

"So what do you think of the place?" she asked proudly.

"It's beautiful Grandma, just like you," I answered, unsure why I threw in that last part.

"Why thank you kind sir. But on a serious note I'd like to ask you something that you might find a little weird," she said, clasping her hands in her lap and fixing me with a stare.

"Weird is my middle name Grandma," I chuckled.

"I'm sure you noticed there's five houses in this cul-de-sac. A widow owns every one, including me. Anyway, a while back we formed this little group and we call ourselves 'The Sunshine Girls Club.' We're all nudists." She stared at me as I digested what she'd said.

"You mean you guys run around naked?" I asked shakily.

"No, we're very discrete. As you saw, each house has tall fences around the backyards, so our get togethers are very private. It's not like we run up and down the street in our birthday suits. We just lay out back drinking and soaking up the sun," she explained.

"Okayyyy," was all I could think to say.

"Now tomorrow is national nude day, and each year one of us hosts our club; this year it's my turn to host. What I'm concerned with is whether or not it would bother you to see a bunch of old women laying around naked or not?" she sort of asked.

I had to think for a minute, my brain wouldn't stop picturing the lady next door.
"No Grandma, I don't think that would be a problem," I finally said, my cock already expanding in the tiny shorts.

"I was worried you might find it rather disgusting; after all we are much older than the young girls you're probably used to seeing, well, with the exception of Elizabeth. At forty-five she's the baby of our club," grandma said with a nervous laugh.

"Grandma, let me interrupt you right here. From what I've seen of you today I would have to say that you could probably put some of those young girls to shame. I mean seriously, you're quite lovely and very easy to look at," I told her, hoping I wasn't sounding too eager.

"That's sweet of you to say honey, even though we both know that's not true," came her chuckling reply.

Before I could protest she went on, "Here's where what I want to say gets weird. I was thinking that since you are a young man, and full of hormones, then perhaps I could help you prepare yourself for seeing a bunch of naked women."

"How?" I croaked.

"Since I'm your Grandmother you probably won't have any hormonal problems with seeing me naked. So what I propose is for the remainder of the day I'll stay naked so you can get used to being around a naked woman. That should make it easier for you when the girls come over tomorrow. Do you think that would help?" She just sat there with a questioning look on her face as hormones flooded my body.

"I'm sure it would," I gulped.

"Okay then," she said, and then stood and turned her back to me.

I sat there watching as she fumbled with the sash of her robe for a bit. Once she had it untied she slowly shrugged the robe off, letting it float to the floor. Instantly my dick grew. It continued to grow when she turned to face me in all her glory.

Jumping up off the couch I shouted, "Holy shit Grandma, you're gorgeous!"

And she was too. Her ass was as round and tight as any thirty year olds, and her tits, although fairly small, sat firm and proud on her chest, the quarter-inch nipples poking from her dark brown areolas nice and stiff. Further below her tummy was reasonably flat, and her mound was very prominent. There wasn't a single hair on her pussy, and I could see the hood covering her clit along with the tips of her inner labia. Her entire body was tanned. I was sure I was drooling as I stared wide-eyed at what had to be one of the hottest women I'd ever seen. That included the lady next door.

"Oh sweet Jesus!" grandma cried, one of her hands coming up and covering her mouth.

At first I wasn't sure what was going on, but when I noticed where her eyes were focused I looked down and almost fainted. I was wrong about my cock not making an unexpected appearance; because there it was, slithering down my inner thigh like nobodies business, the head all purple and angry looking. So much for the shorts being snug enough to contain my monster, my brain screamed.

"H-How fucking big is that thing?" grandma stammered, her eyes never wavering from my cock.

"Ten and a half inches when it's hard," I stated sheepishly, a hint of pride in my voice.

I knew this because my cousin Tucker and I had compared cock sizes once. His eleven-inch monster was longer than mine, but my dick was a shade thicker, making it a tie in my book.

Finally looking up grandma whispered, "You better be careful with that, you could hurt someone."

"I'm real gentle Grandma," I assured her.

"I take it you're not a virgin then," she said, the tip of her tongue coming out to moisten her lips.

"No, I've had sex plenty of times," I told her. Of course I didn't tell her that plenty of times for me meant four times, with the same girl I might add. Peggy McClusky, one of the biggest sluts in Omaha.

I wasn't sure, but it looked as if grandma was going to reach out and touch my cock, until the doorbell rang. Snatching up her robe she told me to put my jeans back on then started for the door while tying her robe closed. I bounded up the stairs and immediately yanked off the shorts because they were strangling my cock. Rummaging through my suitcase I found a pair of sweats and put them on. Once my cock had started to deflate I went back down to see who had came over. To my surprise, and delight, it was Elizabeth from next door. She was wearing a white and rose-colored robe that barely reached the middle of her thighs. When she moved her big tits jiggled enough for me to know she wasn't wearing a bra. I could feel the hormones starting to act up again.

Her and grandma were in the kitchen chatting when I walked up. Elizabeth turned and smiled.

"And who are you?" she cooed, before saying, "No, don't tell me, let me guess. You must be Millie's newest plaything.

Grandma squealed out, "Lizzie!" but it didn't stop her neighbor from talking.

"Millie here thinks I'm a nympho, but don't let her fool you. She likes the cock just as much as I do, maybe more," Elizabeth chortled.

"Elizabeth Ann!" grandma hollered.

"Calm down Millie, I'm just funning is all," Elizabeth retorted.

Calmly grandma said, "Lizzie, I'd like you to meet my Grandson."

Elizabeth's eyes grew big as they darted between grandma and I, her face beet red.

"Oh crap, I'm so sorry Millie, I had no idea. Please forgive me, I was just having a little fun," Elizabeth choked.

"It's okay sweetie, I'll get you back," grandma chuckled then slipped her arm around Elizabeth's shoulder and guided her to where I stood.

"Elizabeth, I'd like you to meet my grandson Billy. Billy, this is my best friend Elizabeth, whom you saw earlier today," grandma said with a wink.

I extended my hand and shook hers and said, "Pleased to meet you."

"As with you Billy," Elizabeth replied, holding my hand a little longer than necessary.

After the introduction I went over and sat on one of the couches while the two women stayed in the kitchen gabbing. As I sat there watching them images of both in the buff drifted through my brain causing my cock to inflate slightly. Knowing that I was going to see grandma naked most of today I tried to get my hormones in check so she wouldn't get upset. I was pretty sure she didn't want to see her grandson walking around with a hard-on just because he couldn't control his teenage urges. Several minutes later they came and joined me. Grandma sat next to me while Elizabeth sat in the chair that grandma had used earlier. She crossed her legs and smiled knowingly as she saw my eyes drift down in hopes of catching a glimpse of her crotch. Unfortunately I didn't. What felt like hours, but really was only about thirty minutes we sat there with both women bombarding me with questions. What kind of music did I like? What kind of movies did I watch? Did I have any hobbies? Did I have a steady girlfriend? That question actually came from grandma. I answered classic rock to the music one, action ones to the movie question, and no to the hobby one. As far as the steady girlfriend one, I told them I didn't want one, I preferred to play the field instead. For some reason that made both women glance at each other and smile.

Shortly Elizabeth asked grandma if she was through reading the book she'd loaned her; I think it was Fifty Shades Of Grey, or something. Grandma told her she was and said she'd go get it. Apparently it was upstairs since that's where grandma headed. Once she was out of sight Elizabeth stood and stepped over to me.

"I was wondering if you could do me a favor Billy?" she purred.

"Uh, sure," I replied.

Smiling down at me with big brown doe eyes she said, "Well, I shaved my pussy yesterday, but I'm not sure if I got all the hair. Would you be a dear and check?"

With that she stepped even closer and lifted her outside leg so she could plant her foot on the arm of the couch. By doing so her robe opened placing her cunt just inches from my face. It was so close I could smell it. It smelled fantastic.

"So Billy, you see any hairs I might have missed?" she asked in a sultry voice.

Gulping several times I managed to stammer out, "No."

"Is there any stubble I should take care of?" she asked, reaching down and spreading her lips apart.

"I don't see any," I croaked.

"Maybe you should make sure. Just run your fingers over it and let me know if it's still smooth or not," she breathed huskily.

I must have died and went to heaven I thought. Here I was in my grandmother's house, and some older woman wanted me to touch her cunt. Shakily I reached up and gently touched her mound. Her skin was hot and very smooth.

Moving her hand out of the way she whispered, "Maybe you should run your fingers through my slit just to make sure. I wouldn't want to give some guys dick rug burn, now would I?"

"No, you wouldn't want that," I gleefully replied.

Rubbing my hand past her mound I slid two fingers through her very wet slit. When my fingertips bumped her clit she let out a soft moan then removed her foot from the couch and stood leaning over me.

"Thanks for your help Billy," she said, placing one hand where her foot had been and then leaning in to kiss my cheek. In order for her not to fall forward she placed her other hand directly over my throbbing rock hard cock. Before her lips even reached my cheek she stood straight up and backpedaled a couple of steps.

With a stunned look on her face she exclaimed, "Oh my God!"

As her face lost the stunned look and her lips curled into a lecherous grin we heard grandma coming down the stairs. Elizabeth raced over and quickly guided grandma toward the kitchen whispering excitedly into her ear the whole way. I watched them as they shot furtive glances my way every so often, but really didn't pay too much attention; I was too busy inhaling the sweet musky aroma that clung to my fingers. Once I looked over and saw grandma shaking her head vigorously no to something Elizabeth had said, but the odor coming off my fingers drew my attention away from them. I probably would have sat there the rest of the day sniffing the fragrant musk from my fingers had it not been for the sound of the front door closing. Looking up I saw grandma standing near the door with a frown on her face.

"What's wrong Grandma?" I asked, glancing around and not seeing Elizabeth anywhere.

"Nothing sweetheart," she replied as she slowly walked over to me.

When she stopped right in front of me she asked, "Should we try our little experiment again?"

Looking into her eyes I whispered, "I'd like that."

Without hesitation, or moving back any, she slowly untied the sash and deftly shrugged the robe off. Once again I was in awe at how truly lovely she was. I let my eyes roam up and down her body until every detail of her was burned into my brain, my cock rock hard in seconds. When I finally looked at her face I fully expected her to show disapproval at how I had stared at her nakedness, but all I saw was love in her eyes and a smile on her face.

"You know sweetie, it might help with the awkwardness if you got undressed too. That way we'd be on equal footing. Of course I'll understand if you don't want to," she told me in a soft voice.

Standing I cupped her face in my hands and said, "I think that's only fair, but first I have to apologize in advance."

"Apologize for what?" she asked, a slight tremor in her voice.

"If I'm going to be walking around you naked, then you should know that more than likely I'll have a boner most of the time," I laughed.

Grandma laughed back and said, "Oh honey, that's a natural reaction, although I don't see why you'd be excited about seeing this old body of mine. I'm sure after a few minutes your hormones will relax."

"Have you looked in the mirror lately Grandma? You are one smoking hot lady," I told her as I pulled my shirt up over my head and dropped it on the couch.

"Thank you sweetie. Now, how about the rest?" she asked pointing toward my sweats.

"Okay, just remember, I warned you," I replied, reaching into the waistband and slowly lowering my sweats.

There was less than a foot between us as I pulled down the sweats and for some reason grandma took another half step toward me. As expected my cock caught on the waistband of my sweats and was pulled straight down until the waistband cleared it. Once my throbbing meat was free it sprang forcefully up, the pre-cum dripping head slapping against grandma's cunt before sliding up her mound to rest on her tummy. As my sweats slid down around my ankles I looked at grandma's mound and saw the wet streak of pre-cum clinging to her.

Without thinking I said, "Sorry Grandma," and reached down to wipe it away. As soon as my fingers touched her pussy I realized just what I was doing but was unable to stop myself. The tip of my middle finger grazed the protective hood of her clit and caused her to give a long sigh. My hand continued up and over her soft smooth mound scooping my wetness away until I had removed most of it. Bending I picked up my shirt and wiped my hand, then looked at grandma. She stood there wide-eyed just staring off into space for a bit before her eyes started to focus again. When they did she fixed me with an odd expression, but didn't utter a single word. The gravity of what I had just done quickly set in filling me with remorse.

"God Grandma, I'm so sorry. Please don't be angry," I begged.

She stared at me for a couple of seconds more before finally saying, "I'm not mad honey, but please be careful where you touch me. I'm quite sensitive there."

"I'll try to be more careful," I promised, secretly wanting to touch her pussy again.

Shaking her head while staring at my dick she snickered, "You sure didn't get that from my side of the family."

I'd always believed that I had gotten my size and height from mom's side of the family, and now with grandma's admission I was positive. Dad wasn't very tall but mom was. Mom also had an ample set of tits that I've secretly admired since puberty. Nothing perverted or anything; I just liked the way they jiggled and bounced when she wasn't wearing a bra.

"So, what shall we do the rest of the day?" grandma asked, breaking into my thoughts of mom's boobs.

"Whatever you want to Grandma, " I told her, trying real hard not to stare at her naked body.

She thought for a minute then made suggestions, such as soaking up some sun, or maybe watching a movie, or whatever I wanted to do. I chose watching a movie since it would be dark in the media room, which meant I wouldn't be able to see her as good as now. I figured a couple of hours in the dark would help get my cock to go down. It almost worked too. We were reclining side by side in what had to be the most comfortable chairs in the world when grandma reached over and patted my stomach affectionately while telling me I should be careful around Elizabeth. When I asked why she just said that Elizabeth was a man-eater. We both laughed when I told her I wouldn't mind that. When I apologized for being so crude she told me not to worry about it. She went on to say that she would actually prefer it if I did say whatever came to mind, regardless whether it was crude or not. That kind of shocked me so I decided to test the waters by letting her know what Elizabeth had done earlier.

"Why that bitch! I knew she had been up to no good when I came down," grandma laughed, then asked, "Did you like touching her pussy?"

Grandma's question threw me for a loop at first. I wasn't sure if she were testing me or not so I decided to up the ante by telling her yes, but not as much as I had liked touching hers. That got a chuckle out of her, along with a slight rebuff.

"I enjoyed it too, it's too bad you're my Grandson," she whispered.

"We can always pretend I'm not," I replied back, sounding a little more serious than I had planned.

She turned to face me and quietly said, "I'm not sure that would be a good idea. If we were to pretend you weren't my Grandson then I would probably do something foolish."

"Such as?" I asked, liking where this conversation was going.

"Oh I don't know, something crazy perhaps, like touching that monster cock of yours just to see what it would be like to hold one so big," she hesitantly replied.

"We can always pretend until the movie is over," I said softly, gently taking her hand from where it rested on my stomach and bringing it slowly down until it was touching my cock.

I heard her sharp intake of breath, but she didn't pull her hand away. Instead her fingers curled around my shaft and gently squeezed me, sending jolts of pleasure racing through every nerve fiber in my cock. In not time at all my cock was rock hard. Slowly grandma began to explore the length of my cock with her fingertips. When she reached the head she smeared the pre-cum leaking out of me over the bulbous knob and then began to gently stroke the first few inches of my now throbbing cock. Small moans of pleasure poured from my mouth mixing with the sounds of the movie.

"Since we're pretending, maybe you would like it if I checked to make sure you didn't have any unwanted stubble on your pussy," I suggested, truly not believing she'd go that far.

Once again I was proven wrong. Grandma removed her hand from my cock and took hold of my hand that was close to her then brought it over the chair arms and laid it right on top of her mound. Leaving it there she reached back and began to gently stroke me once more. The feel of her hairless mound filled me with an arousal the likes I'd never known before. Softly I began to run my fingertips over every inch, slowly working my way down until the tip of my middle finger was resting gently on her clit.

"Remember honey, I'm real sensitive there," grandma reminded me; at the same time she parted her thighs a little.

"How sensitive?" I teased, pressing my fingertip a little harder on her growing bud.

"Very!" she moaned as her pelvis lifted slightly.

"You want me to stop?" I asked as my finger slipped deeper between her thighs.

"God no!" she cried, her fist moving faster on my slick shaft.

Relaxing against the back of the chair I slowly let my finger sink into grandma's very wet slit. Everything around me seemed to disappear. All that was left was the sound of our labored breathing mixed with the sound of grandma's squishy pussy as my finger dipped deeper and deeper into her lubricated slit. Grandma's hand flew up and down my cock, her grip getting tighter and tighter as she stroked me toward my oncoming eruption. With some effort I managed to thrust my finger into her fast enough to match her pistoning hand. Soon our moans grew so loud they completely drowned out the sound of the movie.

"Oh shit sweetie...I'm cummmiiinnnggggg," grandma screamed as her hips bucked violently upwards, forcing my finger as deep as it would go into her sopping wet heat.

Even as she was cumming her hand continued to pump my cock, sending me cascading over the edge.

"Aaaaggggghhhhhh Grandma!" I bellowed as my cock exploded sending jet after jet of hot thick cum shooting into the air, only to fall back down coating my chest and stomach with a hot white mess.

When I was able to catch my breath all I could think to say was, "I didn't feel any stubble, Grandma."

Finally releasing her death grip on my deflating cock grandma grabbed a remote and paused what was left of the movie. When she tapped another button the room was filled with light. It wasn't until she glanced my way did she react.

With a gasp she squealed, "Oh my god, you're a mess. Don't move!"

I lay there completely drained as grandma ran out of the room, returning shortly with a damp washrag. Softly, almost caressingly, she wiped the mess from my chest and stomach then dropped the washrag on the floor. Returning my chair to an upright position I got up and stood next to her.

Placing my hands gently on her upper arms I looked into her blue eyes and asked, "Can we pretend long enough for me to give you a kiss?"
Smiling, her eyes twinkling she replied, "We don't need to pretend for you to give me a kiss sweetheart."

I don't think she realized what kind of kiss I was talking about, because when I leaned down and planted my lips onto hers she immediately stiffen. But as the kiss lingered I could feel her body relax and melt into mine as her arms went around my shoulders and drew me tighter against her. Gently I slipped my tongue between her lips and dropped my hands until they were cupping her firm round cheeks, my semi-soft cock digging into her abdomen. After a good two minutes of our tongues dancing together grandma pushed herself away from me. Her face was flushed and her breath was catching in her throat.

"Whew! You really know how to take a gal's breath away," she panted.

Playfully I slid the tip of my finger across her taught nipple and said, "And you really know how to make a guy pop."

"I hadn't planned on doing that, I just wanted to see what it felt like to touch such a huge cock," she said with a slight frown on her face.

"So, how did it feel?" I asked, watching her face as the frown deepened.

Looking up into my eyes she replied, "It felt great, and exciting too, as you very well know by how wet I was. It was also wrong. Grandmothers shouldn't be giving their Grandsons hand jobs."

Laying my hand softly on her shoulder I told her, "But you didn't give your Grandson a hand job, you gave Bill one. We were in pretend mode so it was just Bill and Millie, two people enjoying each others company."

"So the incestuous nature of what we did doesn't bother you?" she asked, the frown on her face softening somewhat.

Reaching out I pulled her against me and wrapped my arms around her back, letting one hand rub soothingly up and down along her spine. She let her face rest on my chest as her arms went around my waist. I bent my head down and kissed the top of her head.

"Truthfully Grandma, it didn't bother me at all. Hell, I was actually hoping you would climb on my cock and have your way with me."

Giggling she whispered, "Trust me, that thought did cross my mind."

"So what stopped you?" I asked, a tingle racing through me at the thought of sticking my cock in her.

"It was the fact that you are my Grandson that stopped me. A hand job is one thing, but actually having sex with you is pushing it, I'm not sure I can cross that line," she said, her breath against my nipple sending chills through me.

"I understand," I told her.

Patting my chest she broke our embrace then turned facing away from me and bent over to pick up the soiled washrag. With her ass and pussy in plain sight I couldn't help myself. Reaching out I ran a finger through her still wet slit and over her rosebud garnering a loud yelp from her.

"Just so you know Grandma, I wouldn't have any problem crossing that line. So you might want to be careful about bending over in front of me."

Straightening she turned and saw me smiling from ear to ear.

Shaking her head but smiling she said, "You really know how to make things hard for an old girl, don't you?"

"Hard is my middle name Grandma," I teased.

"I thought your middle name was weird?" she reminded me.

"I'm a man of many names," I laughed.

We decided not to finish the movie since neither of us had paid much attention to it anyway. It's funny, but I thought I'd be walking around the rest of the day with a stiffie, but I was wrong. As time dragged on I found that seeing grandma in the buff became quite natural. As for me, walking around with my dick flopping about somehow felt liberating. Several times over the next few hours grandma bent over, not intentionally I'm sure, but it did give me pause. I had to fight to keep my cock in check. The one time that almost got me hard was when grandma suggested I get rid of the pubic hair ringing my dick and brought out an electric grooming clipper and proceeded to trim my pubes. The head of my cock was so close to her face I could feel her hot breath on it as she clipped away. Why she had to have her face so close to my cock while she trimmed baffled me; it wasn't like she had bad eyesight. It wasn't until she used her hand to hold my cock out of the way while she trimmed my ball sack that I really had to grit my teeth. When she was done I felt truly naked, but on the bright side, with my pubes gone my cock looked even bigger.

The day seemed to linger. We spent some time sitting around the kitchen island just chatting like old friends, and we also spent some time in the pool. Grandma had a fantastic breaststroke. Once out of the pool and dried she even let me rub sunscreen all over her body, of course she had to remind me that I was spending too much time applying it to her chest. With a smile I tweaked each nipple then moved on to other interesting parts of her body. By the time I was done she was a quivering mess.

For dinner grandma whipped up a couple of chef salads which we enjoyed while back at the island. It was during this time that I found out that it wasn't dad's idea that I come to visit; it was hers. Since she hadn't seen me in so long she had called dad and asked him to ask me if I'd like to come visit. But dad being dad, he had more or less made it a command instead of just asking if I'd like to. Of course I didn't let grandma know this, I just pretended that I had made the choice on my own.

"If I would've known about your little nudist club Grandma, I would have come at a different time instead of on National Nude Day," I told her apologetically.

With a sly look in her eyes she said, "Actually your being here now could be a blessing in disguise."

"How so?" I asked intrigued.

She began by explaining that every year the hostess for their National Nude Day celebration was suppose to come up with a unique idea; something that hasn't been done before. Being how this year she was the hostess she wanted to know if I'd be willing to act the part of waiter for their little group. I would be doing things like getting them drinks, maybe snacks, or, if I felt like it she said she wouldn't mind if I threw in a little flirting. Nothing outrageous, just a little petting or perhaps a little dirty talk; she said she'd leave that up to me. As I listened to what she was proposing I began to like the idea. What horny nineteen-year-old man wouldn't like to mingle with five naked women and have the freedom to rub up against them if he wanted? I told her I'd be happy to do it.

Fixing me with her beautiful blue eyes she softly said, "There's one other thing I'd like you to do, if you would."

"Anything Grandma," I told her, my eyes drifting down to her lovely soft tits.

"I'd like you to wear the shorts you had on earlier. I think it would really get the girls excited to see you in them," she said, a smile playing on her lips as her nipples began to stiffen from my gaze.

"No problem, but I have a stipulation myself. I think it would be best if none of the group knew I was your Grandson," I told her, lifting my eyes from her sweet tits.

"Why?" she asked.

I could see she was puzzled by my request, so I explained.

"If no one knows we're related then I can flirt with you too. We could pretend just like we did in the media room."

"I don't think that would work. Lizzie already knows you're my Grandson and she's got a big mouth," grandma responded, the slight sadness in her voice made me wonder if she wanted to have a repeat of earlier.

"You could always call her and see if she'd keep her yap shut," I suggested, reaching over and grazing my fingertips across one nipple.

Grandma shuddered as if she had felt a chill then went into the front room and came back with the cordless house phone. She took her stool next to me and began to dial. As I watched her dial my gaze drifted back to her tits, the nipples quite stiff now. Only hearing half the conversation I really wasn't sure what was discussed, all I knew was after grandma had made her request to Elizabeth there was a long pause on grandma's part before she began to speak again. Looking up I saw her staring at me before saying into the phone that she'd see how I felt about it. Pressing the phone against her soft breast she fixed me with an anxious look.

"Lizzie says she'll keep our secret on one condition," grandma said.

"What condition?" I asked somewhat nervously due to the look I was receiving from her.

Grandma hesitated for a bit before saying, "Um...uh...her condition is you have to have sex with her."

"Really? Is that all?" I asked, my uneasiness slipping away.

"Does that mean you'll do it?" she asked, an odd look in her eyes.

When she saw me nod she raised the phone to her face and began speaking into it. The half of the conversation I could hear went like this: "You have a deal. No, I can't do that. Because he's my Grandson, that's why. You don't get to until after everyone leaves. It's not that I don't trust you, but business is business. Okay, I'll see you tomorrow, bye." Grandma switched off the phone then returned it to the front room.

Swiveling my stool I watched her walk away, her tight round buns swaying as she walked. By the time she started walking back to where I sat I finally figured out what the odd look in her eyes must have been. Jealousy. Was it possible that I was right? Could grandma really be jealous about her neighbor getting to fuck me? Silently I prayed I was right because I had a surprise for grandma; I planned on fucking her too.

As she got closer I reached out and took her arm then spread my thighs and pulled her toward me. She came without any resistance. Closer and closer I pulled her in until she was so close my semi-erect cock was touching her mound. Glancing down between us she saw where my cock was but made no effort to back away. Instead she let me pull her into my arms and hug her against me, her stiff nipples poking delightfully into my chest.

Holding our embrace I whispered into her ear, "Will you be okay with me fucking Elizabeth?"

"Why wouldn't I be?" she whispered back.

"Because I think it would make you jealous," I flat out said.

She stepped back enough to look me in the eyes and said, "I'll admit, it does make me a little jealous. To think that she gets to have that big cock stuffed inside her and I can't kind of makes me mad." As she was telling me this she reached down between us and wrapped her hand around my cock.

"I realize as Grandmother and Grandson we aren't allowed to do things like that. But, as Bill and Millie we can," I told her without taking my eyes off hers.

In a sad tone she replied, "Oh honey, if only life worked that way."

"It does in our pretend world Millie," I said, and then pulled her back against my chest.

After several minutes she sighed and suggested we watch some T.V. or a movie. Unlike the last time we were in the media room, this time we kept our hands to ourselves. Around eleven grandma said she was tired and gave me a kiss on the cheek then went to bed. I stayed another half hour before I too felt the effects of a long day.

Light filtered in through the large window making it impossible to sleep so I grudgingly crawled out of bed and headed for the bathroom. I had no idea what time it was. All night long I'd been having strange ass dreams of fucking various women. In the dreams I couldn't see any faces, just bodies in all shapes and sizes. Now that I was awake I had trouble holding my cock down enough to piss in the toilet, my morning wood was that hard. After wiping up what hadn't made it into the bowl I headed downstairs with my rock hard cock leading the way. I fully expected to see grandma naked so I didn't even try to get my cock under control because I wanted to impress her with it. When I reached the main floor I looked into the kitchen and saw not just grandma but Elizabeth also, and unlike me, neither of them were naked. Both were wearing purple silk robes that tied at the waist and only reached a few inches below the swell of their ass. They were setting up what looked like a bar on the island because there were all kinds of bottles of booze on it, from whiskey, to rum, to tequila, and mixers too. The word 'party' instantly came to mind. As I approached both of them looked up from what they were doing and gasped when their eyes caught sight of my fully erect cock.

Without blinking an eye I told them good morning and went over and poured myself a cup of coffee from the pot near the sink. When I turned around to face them grandma just stood there with her mouth hanging open, but Elizabeth was doing more than staring. She had one hand in the folds of her robe and was obviously rubbing her clit. I could swear I saw a bit of drool running down her chin before my eyes made it down to where her hand was. When I went over and kissed grandma on the cheek it seemed to wake her from her daze. It didn't take her long to notice what Elizabeth was doing.

"My god Lizzie, control yourself, you've seen a man's penis before," grandma chastised her.

In a husky voice, her hand still busy, Elizabeth replied, "Not one as big as that!"

Teasingly I reached down with my free hand and started stroking my shaft while saying, "You like?"

"Please don't make me wait till everyone leaves Millie. I promise I won't say anything. Just let me feel that monster inside me now," Elizabeth pleaded, her fingers working frantically on her clit.

"That's not the deal and you know it," grandma told her, a definite tinge of jealousy in her voice.

"Now hold on Grandma," I said, and then looked at Elizabeth and continued, "Elizabeth, turn around and bend over."

Happily she complied. Turning she bent over and lowered her upper body onto the island then spread her legs apart in anticipation of what was to come. Casually I closed the distance until I was standing directly behind her ass. Placing my cup down I used both hands and slowly pulled the hem of her robe up over her ass until it was bunched at her hip. With one hand I gently caressed the smooth hot flesh of her right buttock while I ran a finger from my other hand through her incredibly wet slit, causing long drawn out moans to pour from her mouth.

"B-Billy, what are you doing?" grandma stuttered, her eyes as big as saucers as she watched the scene unfold.

Without answering I grabbed the shaft of my cock, stepped up to Elizabeth's exposed ass, and crouched down enough so I could rub the head through her slit. After a couple of passes the head of my cock was dripping with her secretions. With my cock lubricated I gently slipped the head between her inner lips and sank about three inches into her hot wet hole. I hadn't planned it, nor did I want it to happen, but when I pushed three more inches into her sopping wet pussy she let out a deep groan and began to spasm. I didn't want her to cum yet so I quickly pulled my cock from her clasping pussy with an audible plopping sound and stepped back far enough so she couldn't grab me.

"What the fuck! Put it back in," Elizabeth screamed, angrily flipping around to face me.

Looking her in the eyes I said, "That's a sample of what you'll be missing if you don't keep your word."

"I'll keep my word you heartless bastard. But when I do get the rest of that, I'm going to fuck you seven ways to Sunday buster," she voiced unpleasantly, then straightened her robe and turned back to arrange the booze on the island.

Glancing at grandma I saw her staring at my wet dick with her mouth open and one hand inside the top of her robe. She looked like she was in a trance or something. I stepped along side of her and whispered in her ear.

"I wish that had been you I had my cock in Millie."

With a shudder grandma pulled her hand out of her robe and glanced at my face. When she saw that I was serious she gave another little shudder, then told me I should go clean up because the rest of the girls would be here soon. Taking my coffee with me I gave Elizabeth a pat on the ass then went up to shower and get ready for a day of fun and games. I wasn't sure what was going to happen, but I sure as hell planned to make the most of it.

While I showered I made sure to ease the pressure in my balls, I didn't want to give any of the older women a heart attack by getting a hard-on. When I stepped back into the bedroom grandma was there. She had laid out the lime green shorts and also a white t-shirt, the front of it decorated with an iron-on decal that resembled a tuxedo. I held it up and laughingly told her it was going to make me look like a butler.

Laughing herself she said, "Well, for the next few hours that's exactly what you'll be."

"So this is only going to be for a couple of hours? I thought it was going to last all day," I inquired.

"It would if the other girls could hold their liquor like Lizzie and I. But they can't, and since Lizzie plans to serve them doubles I'm pretty sure it won't take long before they stumble home and pass out."

"Why's she giving them doubles?" I asked.

"Why do you think? She wants to collect her payment silly," she answered.

"Yeah, that was a stupid question wasn't it?" I replied; the memory of Elizabeth's hot cunt wrapped around my cock came flooding back.

Grandma told me to get dressed but to stay put until she called, then headed for the door. Just before she stepped out of the room she turned and softly asked if I was serious about wishing it had been her instead of Elizabeth bent over the kitchen island.

Walking over I cupped her face in my hands and said, "Yes I was. And if it had been you we'd still be down there, because I wouldn't stop making love to you until you passed out from too many orgasms."

Once again grandma gave a quick shudder, then turned and left muttering, "If only," as she went.

Once I was dressed I looked in the mirror and immediately knew I looked like a dork. The tuxedo shirt was too small and fit very tight around my torso, while the shorts just looked ridiculous from the start. The only saving grace was how my cock showed through the tight shorts, I was sure the old gals were going to love that. Sitting on the bed I waited for grandma to call me down to what I fully expected to be a group of really old, saggy women. That thought had no sooner left my brain when I heard the doorbell ring, followed by the cackle of women coming into the house.

Fifteen minutes later I heard grandma calling from the foot of the stairs. Rising from the bed I tugged down the legs of the shorts and made my way to where she was waiting, a huge grin on her face. Taking my hand she thanked me for doing this and led me out onto the patio where we were met with blank stares from the newcomers.

None were what I had expected. Sure, you could tell they were in their early to late sixties, but all of them appeared to be in rather fine shape. There were no turkey necks or blubber arms, although two of them did have deep age lines on their faces. All three of them wore an exact replica of the robe that grandma and Elizabeth had on, leading me to believe it must be their club's color. They eyed me up and down like a side of beef as they waited for grandma to tell them what was going on.

Still holding my hand grandma raised her voice and said, "Ladies let me have your attention please. This year, for the very first time, we are going to have a man in attendance, provided no one objects." When no one did she went on, "He is here to serve you so please be gentle. Now, without further ado I give you Bill, your butler for the day."

Grandma's announcement was met with a bunch of hoots and hollers, along with several catcalls from Elizabeth. As for me I was overjoyed that grandma had introduced me as Bill. That meant she was up for our little game of pretend. One by one she introduced me to the new girls. The first was named Barbara, the next Samantha, and the last was Greta, whom I could swear looked just like my second grade math teacher.
"Happy Nude Day to the Sunshine Girls Club!" Elizabeth belted out.

As if on cue all five women shrugged out of their robes and laid them across the back of the loungers next to them. Apparently there wasn't a shy one in the bunch, because they didn't try to hide their bodies from my leering eyes. Barbara and Samantha had bleached blonde hair and roughly the same build with both standing about five-four or so. Both were a little chubby but not fat, and had plump breasts that sagged slightly. Barbara had a shaved pussy while Samantha's had a small landing strip of fur running up toward her navel. And then there was Greta, the one that looked like my teacher. She had short grey and black curly hair, horn rimmed glasses, and stood nearly as tall as I was. Her figure was on the slim side but her tits were full and round. I could tell by the grey and black full bush covering her pussy that she had naturally curly hair. When she caught me staring at her bush she smiled then reached down and parted the hair with her fingers enough for me to see her rather large clitoris. I couldn't stop my cock from twitching when she gave her clit a quick flick of her middle finger.

"Now girls, as a special treat Bill has agreed to put sunscreen on anyone who wants him to."

Elizabeth's announcement came as a total surprise to me, and glancing at grandma I could tell it was news to her also. Not wanting to spoil grandma's party, and definitely not wanting to pass up the opportunity to rub lotion all over a bunch of naked women, I did the only thing I could. Walking over to one of the two patio tables I picked up a large tube of sunscreen then turned to face the group. Smiling I said, "Who's first?"

Samantha was the first to step over, followed by Elizabeth, Greta and Barbara. Grandma didn't get in line. I applied the lotion to each woman exactly the same, all except Greta that is. First I started with their shoulders and backs, then knelt down behind them and worked the lotion onto their legs before applying it to their ass cheeks. That got a moan from each one, but not as loud as the ones I got when I did the front of them. For the front I knelt down and started with the legs, working my hands slowly up until they were sliding along the outer and inner thighs. Once the hand on the inside was high enough I dragged it through each woman's pussy then over her mound as I stood up. From there I rubbed their tummies then their tits, making sure to tweak the nipples several times before finishing. With Greta I couldn't put lotion on her bush, so as I worked my hands up her thighs I made sure my thumb rubbed against her clit. On the last pass I let my thumb slip between her slick pussy lips and sink briefly into her cunt causing her to shudder.

As I worked her nipples into a state of arousal she leaned forward and whispered in my ear, "You're a naughty boy, I could just eat you up." I had no doubt she could as I watched her ass swish when she walked away.

With everyone coated in sunscreen I looked over at grandma and told her it was her turn. When she shook her head no the other women told her that they were a club and what was good for one of them was good for all. Relenting grandma came over and turned her back to me. I took a moment to gaze upon her nakedness before beginning to apply the sunscreen. With grandma I took my time, gently rubbing the sunscreen all over her body. When I put it on her ass I didn't grope her like I had done with the others. Instead I rubbed it in tenderly, lovingly. As I did her front she flinched each time my fingers grazed her clit. While softly cupping her tits, the nipples hardening against my palms, she stared at me with a half smile on her face and lust in her eyes. Once I was done I leaned in and placed a soft kiss on her lips. That garnered a round of applause from the others since they thought that grandma and I were an item.

Over the next few hours I did everything, from bringing out drinks, made by Elizabeth, to waiting at the pool stairs with a towel in hand whenever one of them decided to take a dip. Of course once I dried them off I had to reapply sunscreen, something that seemed to make them a little friskier as time went on. After a while it seemed like no one was paying much attention to what I was doing. I had become the hired help. I didn't mind the lack of attention however, it gave me the freedom to openly watch a group of naked women sit around gabbing, or just lying about, legs spread, soaking in the sun. I felt like the luckiest guy in the world. Not only was there tits, ass and pussy aplenty to ogle, but I also knew that when this was over I was going to get to fuck Elizabeth's sloppy wet cunt. She had told me that she was going to fuck me seven ways to Sunday, but what Elizabeth didn't know was I could prolong my own orgasm for quite some time. It was a trick I'd learned from Peggy McClusky after popping my nut as soon as I'd poked my dick into her the first time we fucked. After that incident she'd spent countless hours showing me how to prolong ejaculation.

I was in the process of putting sunscreen on Greta for the third time, my thumb jammed deep into her clinching cunt, when Samantha stood up a little unsteady and shouted, "It's not fair!"

Being the hostess grandma asked, "What's not fair Sam?"

"We're all nude, but Bill isn't. I don't think that's fair to us," she answered, her speech a little slurred.

It didn't take long before a chorus of "Take it off!" filled the air. Looking over at grandma I saw her shrug as if to say it was up to me. I didn't see how getting naked in front of them would present a problem; except for grandma and Elizabeth they were all well on their way to being drunk anyway. Those two had been nursing their drinks all day. Stepping away from Greta, my thumb ripe with the sweet musky smell of her pussy, I grinned and slowly tugged the tuxedo t-shirt over my head. I twirled it around in one hand like a stripper would then slung it toward the group; Barbara caught it and hugged it tightly to her naked tits. Next I turned my back, shooed Greta back to where everyone was, and then slipped my thumbs into the elastic waistband of the shorts. Glancing over my shoulder I watched the women as I slowly pulled the shorts down, the oohs and aahs coming from the women spurring me on. With a little work I managed to get the shorts all the way down and let them fall to my ankles. Kicking the shorts away I covered my cock with my hands as best I could and slowly turned to face them. Boos and hisses filled the air when they weren't able to see what they wanted.

"You girls want me to move my hands?" I called out, gently rolling my hips in a circle.

"Yes!" came five distinct voices.

Being semi hard from the smell of Greta's pussy while I had thumb fucked her made it difficult to hide my cock, but apparently most of them hadn't noticed the head peeking passed my splayed hands. With a flourish I pulled my hands away from my cock and placed them behind my head. A hush fell over the women when my cock came into view. Glancing at them I noticed every one of them had a stunned look on their face, including grandma and Elizabeth. I didn't understand why those two looked stunned; they had seen my cock before. Looking down I realized why. I was almost fully hard. The only explanation I could think of for being this hard must have been because of Greta. Even with my hands behind my head I could still smell her odor drifting off my thumb. It wasn't until I decided to take advantage of my condition and give the women a show by doing a little bump and grind that things got out of hand.

I heard someone shout, "Sunscreen!" and before I knew it I was being slathered in sunscreen, most of it on my cock. My cock was being tugged relentlessly as I helplessly looked around and noticed the only one not spreading lotion on me was grandma. She was standing back a ways with an amused look on her face. To escape the onslaught of hands I did the only thing I could; I turned and dove into the pool. Thankfully none of the women followed. Treading water I waited until the women grew tired of waiting and returned to their chairs before climbing out. Thankfully the cool water had helped make my cock go down, so by the time I stepped out of the pool my dick was almost flaccid. At first I thought they were going to rush me again, but grandma stepped in.

"Okay girls, hands off the merchandise," she told them as she came toward me, a tube of sunscreen in her hand.

When she reached me she laughed and said, "If that doesn't make me the hostess with the mostest then nothing will."

"Glad I could help," I remarked.

"Oh don't be mad honey, they were just having a little fun. Now hold still while I put this on, I don't want you to burn," grandma whispered.

"I'm not mad Millie," I assured her with a smile.

She stopped rubbing in the lotion for a second and gave me a sly look before continuing. Grandma didn't miss a spot on me, which included my cock, so by the time she was finished I was once again semi hard. She gave me a pat on the ass, turned to the women and told them to behave, then went inside. When she came back out she had a fresh drink in her hand.

Apparently grandma's admonishment had an effect on the women. None of them tried to grope me the rest of the day. What they did do however was start drinking a little faster, but I suspected it was because my cock was near their faces when I brought the drinks to them. Around two in the afternoon Barbara was so wasted Samantha had to help her home. After congratulatory praises for throwing such a great party they put on their robes and staggered out the front door, leaving just grandma, Elizabeth, and Greta sitting around. I continued to play the part of butler, going so far as to tweak each woman's tits when I brought them a new round. By four o'clock Greta said she had to go too. I had to help her out of her chair, accidentally on purpose squeezing her ripe full tits in the process. Donning her robe she headed out but not before stopping in the kitchen where she found a pen and a piece of paper. She scribbled something down, gave my cock an affectionate tug, then handed the paper to me and left. Looking at the paper I saw it was a phone number and made a mental note to give her a call in the very near future. When I went back out to the patio I saw that both grandma and Elizabeth were in the pool.

"Come on in and rinse that sunscreen off," grandma called out.

It wasn't long after I got in before grandma and Elizabeth got out. I watched them dry off, put on their robes and then go inside. I spent a little more time floating around then I too climbed out, dried off, and then went back into the house. Grandma was putting the booze bottles away and I could see Elizabeth sitting on the edge of the couch in the front room. I could see her robe draped over the back of one of the chairs.

"I believe you have unfinished business," grandma said, nodding her head toward the front room without even looking at me.

I wanted to ask her if she'd join us but thought better of it, so instead I walked into the front room where Elizabeth was slowly working a finger in and out of her pussy. I was pretty worked up already from seeing all that pussy running around all day, so I wasn't surprised when my cock started to grow at the sight of her slowly fingering herself. She fixed her eyes on my cock when I stopped right in front of her, the head mere inches from her face. A huge smile played across her lips as she leaned forward and engulfed about four inches of cock meat into her mouth. Instantly I knew that this woman could suck the chrome off a trailer hitch if she wanted to. With the force of a Hoover vacuum she proceeded to suck my cock, her cheeks hollowing, her tongue swirling rapidly around my meat. I knew there was no way I could last very long at this rate so I changed things up. Surprise registered on her face as I pulled my cock from her mouth and dropped to my knees between her thighs. Once down I placed my hands on her big tits, and then pushed her upper body backwards until she was almost lying down. Next I placed my hands behind her knees and pulled until her ass was almost off the seat of the couch. With her pussy open in front of me I roughly slipped the head between her cunt lips until it was coated with her cream. Lining myself up with her opening I slipped just the head into her hot hole and then stared into her eyes, an evil grin etched upon my lips.

"What, no foreplay?" she huskily asked, her nipples as hard as glass beads.

"Isn't this what you wanted?" I asked, making no move to push any more of my throbbing cock into her.

"Yes," she groaned, trying to slide down enough to get more of me inside.

"Tell me what you want Lizzie," I teased, pulling my cock back until the head almost slipped out of her.

"Fuck Me! I want you to fuck me silly with that big hard prick, you bastard!" she almost shouted.

Placing my hands on her hips I whispered, "Okay," and drove eight hard inches deep into her sopping pussy. She screamed at the sudden filling of her cunt. With wild eyes she watched me slowly pull back then screamed again when I slammed back into her, this time pushing nine inches into her smoldering cunt. As I slammed back into her for the third time her eyes rolled back in her head, and fluid gushed around my cock. She began to spasm as her orgasm shot through her. Reaching up I latched onto her nipples, gently pinching the hard nubs as I slid in and out of her with long steady strokes.

"Oh shit...oh fuck...oh shit," she chanted over and over as I fucked her.

I didn't know it but Elizabeth's screams must have scared grandma because before I knew it she was standing next to us. I stopped stroking into Elizabeth's cunt and gazed up into grandma's frightened eyes.

"You okay Lizzie?" grandma asked shakily.

"God yes, better than okay," Elizabeth huffed, her chest heaving.

"Okay, good, I'll...I'll just leave you two be then," grandma said hesitantly.

Reaching out I took grandma's hand in mine and whispered, "Don't go."

Chuckling Elizabeth said, "I tried to talk her into joining us when she called yesterday, but she said no."

"And I told you why too," grandma shot back.

"At least stay and watch Millie," Elizabeth replied.

I saw the indecision on her face and mouthed the word, "Please." With a slight nod she sank onto the couch next to Elizabeth and sat stiffly, her hands nervously wringing together in her lap. When I pulled back revealing my cream slicked cock I heard her gasp. Gently this time I began to fuck in and out of Elizabeth's cunt, making sure to pull almost out before slowly sinking back in.

"Faster Billy! Faster! Pound my pussy with that fucking cock!" Elizabeth encouraged.

Pulling completely out of her, getting a loud groan of disappointment at first, I had her lay on the floor in front of grandma. When I crawled between her legs I noticed grandma watching intently as I worked the head of my cock through the outer lips of Elizabeth's cunt. Her eyes grew wider when I buried half my cock in her best friends pussy. They continued to grow as more and more of my shaft slipped easily into Elizabeth's saturated slit. The deeper I sank the louder the moans filled the air, whether they were all coming from just one mouth I couldn't tell. What I could tell though was that grandma was getting aroused; her face grew flush and her knees parted revealing her dew kissed pussy to my hungry eyes. Unable to look at grandma's pussy for fear of squirting I held myself up on stiff arms and gazed down at Elizabeth's contorting face as I vigorously hammered into her quivering quim. Elizabeth's eyes were blank, unseeing, her mouth opening and closing like a fish out of water as I fucked her faster and faster, all ten and a half inches sinking to the very depths of her cunt. Once, twice, three times I felt her slip over the edge and spin into the very throes of ecstasy, her pussy contracting tightly around my shaft each time an orgasm swept through her.

"Oh god!" I heard grandma shout.

Chancing a look I gazed up and saw grandma stuffing two fingers deep into her pussy, her eyes squinted shut, her body shaking. The sight flooded me with lust; viciously I hammered my cock into Elizabeth, her screams going unheard by my deaf ears.

"Uggghhhh fuck...I'm cumming again!" poured from her lips over and over.

My eyes locked onto grandma's slick fingers as she pumped them rapidly into her slit, the feel of my balls getting ready to explode growing more intense.

"Oh please...stop. I can't take any more," Elizabeth moaned just as my balls exploded, sending a torrent of sperm rushing out of my cock and drenching the inside of her cunt to overflowing.

Exhausted I collapsed and lay on top of Elizabeth, her big beautiful sweaty tits mashing against my sweaty chest. With labored breath we lay there unmoving, my cock still incased in her cum filled cunt. It was several minutes before my breathing returned to normal, and I had the energy to lift off of Elizabeth's prone body. As I rose I gazed down onto her face and saw her eyes staring blankly up at the ceiling, not even registering anything as I pulled my slowly deflating cock from her cunt. Rolling to the side of her I glanced over at grandma. She was lying half on and half off the couch with her legs spread wide, her slick wet pussy pointing in my direction. Unable, and truthfully, unwilling to resist the temptation right in front of my face, I crawled over between her thighs, moved her hand out of the way and sank my tongue into her sweet hot wetness. Noisily I slurped up her juices like a man dying of thirst.

"No Billy, you mustn't," grandma protested feebly.

Ignoring her I continued to feast on her nectar, running the tip of my tongue up and down through her slit. When it touched her clit she groaned and placed her hand on the back of my head pulling me tighter against her stiff bud. Reaching up I cupped her tits and gently rolled her nipples back and forth between my fingers as my lips clamped around her clitoris.

"Ooooooohhhhhhhh Goddddddd!" grandma squealed, then began to shake violently as her pussy unleashed a stream of cunt cream.

Greedily I lapped her juices until there was nothing left to drink. Slowly grandma's body relaxed and lay still. Leaning back on my haunches I gazed at her and saw her staring back, an unreadable expression on her face. We stared at each other for what felt like forever, but when we heard Elizabeth stirring we trained our eyes on her. It was almost comical to watch her. First she rolled onto her stomach, and then used her hands to push her upper body backwards causing her ass to stick up in the air. She stayed in that position a bit before finally rising onto her knees. Once she made it to her feet she stood rooted to the spot, an uncomprehending look on her face as large drops of mixed fluids dripped from her cunt, forming a small pool between her feet.

Grandma stood up and grabbed Elizabeth's robe from the back of the chair then helped her slip it on.

Placing her arm around her shoulder grandma started to guide her to the front door saying, "Lets get you home sweetie."

"Uh yeah, sure," Elizabeth whispered before glancing down at the puddle between her feet.

"I'll, I'll pay for the carpet cleaning," I heard her say as grandma led her away.

I was still sitting on the floor with my back resting against the couch when grandma returned. She took a seat on the couch next to me and said, "I've never seen anything like that. You fucked that poor girl senseless."

"She shouldn't have blackmailed us Grandma," I stated defensively.

"That's true," she agreed then said, "I'm going to go take a long hot bath."

She rose and walked away leaving me sitting there still unsure if she were mad at me for eating her pussy. After a few minutes I went into the kitchen and finished putting the rest of the booze away, then went outside and hung the lime-green shorts and tuxedo shirt over the back of a lounge chair. With that done I headed upstairs for a much-needed shower. As I neared my bedroom door grandma came out of her room dressed in a floor-length red silk robe, gave me a little smile and continued downstairs without saying anything. She must be upset, I thought, but why eluded me. Was it because I'd fucked Elizabeth? Or was it because I'd licked her slit without permission? Perhaps she was upset at how much I'd flirted with the other women, especially Greta. Regardless about whatever had grandma in a funk I was pretty sure I was to blame. After my shower I decided it would probably be best if I put some clothes on before going downstairs.
With a t-shirt and sweats on I went downstairs to an empty house. Grandma had sat out a platter of club sandwiches that had never made it out of the fridge for the party so I scarfed two down before searching for her. She wasn't hard to find. The first place I looked was the patio and that's where I found her kicked back in a lounger with a drink in her hand. Slowly sipping her drink she watched without speaking as I slid another chair right next to hers and sat down.

"I think your party was a hit," I lamely said in hopes of getting her to talk.

"Uh huh," came her reply as she stared off into the distance.

Turning sideways in my seat I reached over and took her free hand. Slowly her head turned in my direction.

"Have I done something to upset you Grandma?" I asked.

Her brow knitted into a frown as her grip on my hand tightened.

"No sweetie, I'm not upset with you. I'm upset with myself," she softly answered.

Not understanding I asked, "Why?"

Turning onto her side she looked me in the eyes and replied, "For being a jealous old lady. For wanting something I know I can't have."

"Grandma you're not old. And if the thing you want is what I think it is, then you most certainly can have that," I told her.

"But it would be wrong Bill," she said weakly.

I noticed she used our pretend name for me so I did the same to her when I said, "Do you love me Millie? Because I sure love you."

"Of course I love you," she responded sounding a little hurt that I had even asked.

"Well if two people love each other, then nothing they do together is wrong," I stated.

She didn't say anything to that, she just reached up and placed her hand against my cheek and continued to stare into my eyes. I could see by the relaxed look on her face that she'd made up her mind about something.

"You know, it's a little warm out here. Care to join me for a dip?" grandma asked, a sultry tone to her voice.

Standing I held out my hand and helped her up. The robe she wore had a delicate zipper that went down the front, ending just about where her mound was. Silently we gazed into each other's eyes as I gently lowered the zipper then softly slipped it off her shoulders allowing it to slide down into a heap around her ankles. After pulling my t-shirt off I started to pull down my sweats but grandma stopped me. With her eyes still locked on mine she tucked her fingers into the waistband and slowly lowered the sweats, kneeling as she worked them past my hips freeing my rapidly expanding cock. Without breaking eye contact she tugged them down around my ankles then leaned in and wrapped her lips around the head of my cock. It was the most beautiful thing I'd ever witnessed. For several minutes she worked more and more of my cock into her mouth before I reached down and pulled her to her feet.

"I've been wanting to do that all day," she whispered.

Leaning down I kissed her on the lips, gently at first, but the longer our lips stayed together the harder we pressed back. Soon our tongues were entwined, our hands freely roaming over the other's body, hungrily exploring all the places we could reach. With one hand cupping her ass I slid the other one between us and cupped her mound, my fingertips lightly rubbing her clit. Before I knew what was happening grandma began to moan and shudder in my arms. I practically had to hold her up as her orgasm wracked her body.

When she stopped shaking she stepped back enough to look up at my face and said, "I told you I was sensitive there."

"We can swim later, but right now I want to make love to you Grandma," I told her as I adjusted the lounger then lay on my back holding my rock hard cock straight up.

"No more Millie?" she asked.

"No more Millie, no more Bill, no more pretend. This time it's just Grandmother and Grandson," I answered.

"I like that," grandma uttered softly.

Stepping up on the lounger with her feet to either side of me, grandma slowly squatted down until she felt the tip of my cock against her outer lips. Replacing my hand with hers she began to run the head of my cock between her pussy lips before slowly allowing the head to sink into her waiting cunt. With the practice that only comes from experience grandma lowered herself upon my cock, letting more and more of it slide into her scorching heat. Once she had about six inches inside her she placed her hands on my chest for support, then worked her feet backwards until she was kneeling above my waist. When she felt comfortable enough to trust how she was situated she leaned her upper body forward until she was lying flat on me, her soft tits mashed against my chest and her lips near my ear. Bringing both hands up I wrapped my arms around her back and held her to me, making no move to push deeper into her velvety embrace.

Placing one hand against my cheek she whispered into my ear, "Be gentle with me sweetheart."

"I'll always be gentle with you Grandma," I told her as I ran my hands lightly over her back.

Slowly I began to raise and lower my hips, pushing and pulling my cock into her increasingly wet pussy, never letting more than seven inches push into her. For over ten minutes I was in heaven as my rock hard cock slipped steadily in and out of grandma's sweet cunt, her pussy walls gently sucking my shaft.

With a trembling voice grandma whispered, "More honey. I want you to fill me up with your beautiful cock."

Slipping my hands down I started caressing her ass while rising higher and higher on my upward thrusts. Soon she was taking at least nine inches into her clinching cunt. Each time I pushed up into her she'd let out a slight grunting sound, and then breathe a sigh of relief as I pulled back out. With small steady increments I felt her pussy grow tighter and tighter around my shaft until she began to tremble violently on top of me.

"Ohhhhh fuck! I think I'mmmm...gonna... cummmm," she groaned as fluid leaked from her contracting pussy and slid down my shaft.

"Yes, yes Grandma, cum on my cock," I encouraged, her pulsating pussy squeezing my cock sending bolts of pleasure through my entire body.

For several minutes grandma lay on me unmoving except for small shudders that seemed to come and go. I could feel her pussy grip my cock then release it each time one would shoot through her. Not wanting to disturb her afterglow I lay there buried in her milking cunt just running my hands lightly over her back and ass, marveling at the knowledge that I'd just made my grandmother cum on my cock.

Regaining her composure she giggled and said, "Wow, that was..."

Before she could finish I pushed my hips up sending almost my entire cock into her soaked pussy. Immediately a new wave of shudders coursed through her body as another orgasm swept over her, the grip her pussy had on my cock more powerful than before.

Biting my shoulder she groaned out, "Aaaaaggggggghhhhhhhh shitttttttt!"

When I felt the clinching around my cock slow then stop I began to resume my gentle upward thrusts without going all the way in. A squishy squelching noise filled my ears; growing louder the longer I pumped into grandma's very wet dripping pussy. The wetter her cunt got the easier it was to slide into her. Soon I was pumping a little faster, then faster still as I felt the rising tide of my own orgasm approaching.

Grandma must have sensed my orgasm coming because she began to match me thrust for thrust. Pushing her upper body up enough to look into my face she smiled down and really started to ride my cock. Although she wasn't taking it all the way in I could see by the look on her face that what she was taking was pushing the limits of her comfort zone. Her face was a mixture of both pain and pleasure. My cock began to swell even larger as the cum in my balls boiled over and raced towards my grandmother's well-fucked cunt. Reaching around her back I pulled her down on top of me and released a flood of hot thick cream into her already saturated pussy.

"Ohhh shhiiittttt Grandma!" I cried out as I unleashed a tidal wave of hot sticky cum deep into her quivering cunt.

Grandma held me tenderly while the sweet sweet rapture of the most intense orgasm I'd ever experienced washed over me. When my breathing returned to normal I felt her move. Slowly at first grandma began to raise herself until she was once more propping herself up with her hands against my chest. Gazing lovingly into my eyes she began to lift her ass up, pulling my cock slowly from her tight slick pussy. Before the head popped out she reversed course and sank back down, causing more of my thick cum to gush out and coat my balls. With each new up and down motion more and more of our fluids slipped out until my balls were practically floating. It wasn't long before she smiled triumphantly and sat all the way up, my slowly deflating cock completely buried in her hot cunt, her ass snuggling against my soaked balls. Weakly I reached up and cupped her tits in my hands, pinching her erect nipples between my thumbs and forefingers. The feel of her soft tits in my hand caused my dick to twitch and stop deflating. Instantly grandma's face changed. Her eyes slammed shut and her mouth gaped open. Digging her fingernails into my chest she started rapidly rotating her hips in a circle, her lovely ass cheeks sliding effortlessly on my slick nuts. In just a matter of seconds I felt her cunt clamp down on my cock once more, the scream pouring from her mouth loud enough to alert the whole neighborhood.

"Billy, oh shit, Billeeeeeee...I'mmm...cummmiiiinnnnggggg...againnnnnnn!"

A couple hours later I was lying on my side in grandma's bed with her pressed back against me. She had her upper leg draped over my hips with the head of my semi-hard cock just barely pressed between the slick inner lips of her puffy pussy. She had her hands behind her head while I had my arm over her waist and was gently trailing my fingertips across the soft smooth skin of her mound as we watched night began to fall outside. The soft little mewing sounds coming from her suddenly slowed then stopped altogether.

"I've been thinking honey," she spoke softly.

"About?" I asked lazily, her warmth lulling me into a stupor.

"I hope you don't think this weird, but, I'm thinking it would be selfish of me not to share you with all of the girls, we are a club after all. Would you be willing to let them experience that gorgeous cock of yours?"

I couldn't believe what I was hearing. Grandma just gave me permission to fuck her friends. I could feel my cock growing as I visualized stuffing my cock into each and every one of them. By the time my mind reached an image of my cock parting Greta's furry bush I felt the head of my rapidly expanding cock slip past grandma's inner lips and sink into the familiar heat of her velvet glove. With a slight push I buried eight more inches into her.

"Mmmm, I'll take that as a yes," grandma happily moaned.

"Are sure you'll be okay with it Grandma?" I asked, gently fucking in and out of her.

"Well, our motto, at least one of them is, 'What's good for one is good for all!'

As I slid deeper and deeper into grandma's sucking cunt I knew that no matter what, this was going to be the most awesome summer break I've ever had. And I would owe it all to Grandma And The Sunshine Girls Club.