Two years ago my wife died after a long illness. She and I had worked in my office together for many years, and when we found out that she was ill, we hired her granddaughter, (her son by a prior marriage's daughter) to learn what my wife did in the office. After my wife died, I slowly returned to work, and my granddaughter, Karen, ran the office.

My wife and I had always had an active sex life, even in our mid-fifties. We had enjoyed "nooners" in the office on the couch, on the floor, bent over the desk, and so on. Since my business involved platting oil and gas pipelines, and was almost all done by mail, I rarely had anybody come to my office. When I had to go out in the field, especially overnight, I often took my wife with me. She would write reports as I did them. The clients liked the rapid turn-around on the reports.

Once my wife died, I eventually started taking Karen with me on these trips, renting two hotel rooms instead of one. One time, we were in a small town, with only one motel, and only one available room, with two beds.
Karen said this was ok with her, so I took the room. After we showered, Karen set up the laptop on the table and went to work, doing the report for the work we had done that day. She had on a pair of pajamas that covered her up fairly well, so I didn't think anything about it when she asked me to look at something she had written. As I leaned over her shoulder, I looked down and realized I was looking at a very nice pair of tits. Karen had opened up her top while I was taking my shower, and called me over on purpose! I straightened up in shock and said, "Karen, what are you doing?"

"Gpaw, don't you like what you see?" Gpaw is what she had called me since she was a little girl. I'm the only grandfather she had ever known since her father's father has never been in the picture.

"Karen, you're my granddaughter. I watched you grow up, hell I changed your diapers!"

"Gpaw, you may not know this, but Grandma and I used to talk, girl talk, and she told me that she had a great life with you. She also told me about your sex life. Don't look so shocked! She didn't go into details, but she did tell me that you enjoyed sex, and that I shouldn't get mad at you if you started dating again after she died."

When this occurred, I had not yet started going out again with women. "Karen, I don't think I'm ready to have this kind of conversation with you."

"Gpaw, I think you are...look down at your cock."

I looked down and realized that my cock was betraying me and rising in rebellion, even though I was trying my best not to get an erection. Karen stood up and walked over to me and pushed me until I sat on the bed, then sat down next to me. She took my hand and placed it on her tit. It was as if I was in a trance. I held that beautiful breast in my hand and looked at Karen and said, "What are you doing to me? We can't do this. It's wrong."

"Gpaw, it's not wrong. Grandma knew you would go out with women again some day. I just decided that it was time for you to start. You're always working, you don't have any hobbies. Grandma used to tell me she was your hobby."

She pushed me over on the bed and laid down next to me with her head propped up on her elbow. As I opened my mouth and started to say we couldn't do this, she leaned forward and slipped the nipple of her breast into my mouth. Automatically I sucked on the nipple and realized that I wanted to continue, that I didn't want to stop. My arms went around her shoulders and pulled her closer to me, and I sucked as much of her tit into my mouth as I could.

Slowly I rolled her over onto her back, and began to kiss her and play with her tits. As our tongues met and twined around each other, our breathing got heavier, and my hand slid down her belly and over the material covering her pussy. As I touched her there, I realized that her pajamas were wet from her excitement, and she started pushing her pussy up into my hand. As I rubbed her pussy and kissed her, she suddenly sat up and took her top off, and then slid her bottoms off.

"Gpaw, you're wearing too much," she said a she began to pull my bottoms off. As they came off, my cock rose up and we could see precum leaking from the tip. Karen started to stroke my cock gently, rubbing the precum all over my cock, getting it slick. Slowly she slid down my chest and took my cock into her mouth. I gasped at that familar, yet new feeling, of a warm mouth sucking on me. My cock got as hard as I could ever remember. Karen sucked me deep into her throat and I realized that I was not going to last.

"Karen," I gasped, "I'm going to come!"

Her only response was to suck me in until her nose was touching my belly, and I felt that fantastic relief as I blasted jets of hot cum into her throat. She sucked and swallowed each spurt of my cum and, as I slowly relaxed and got soft, Karen kissed me and said, "Thanks, Gpaw, I needed that and it felt like you did too." She rolled away from me and said, "Let's go to sleep."

After she got in her bed, I laid there in my bed staring at the ceiling and wondering what was going to happen next. After several hours I finally managed to go to sleep. I dreamt about my wife, she was smiling at me and asking me if I enjoyed myself with Karen. It was almost as if she had been waiting for this to happen, as if she had set it all up by hiring Karen to work for us.

I dreamt of the times my wife and I would wake up in the middle of the night, with one of us having his or her arms wrapped around the other. I remembered reaching around her and playing with her tits, and rubbing my dick up and down between the cheeks of her ass, feeling her pussy get wet and then gently slipping my dick slowly into her pussy. We would then roll over and she would get behind me and reach around and play with my dick, pumping me gently.

I soon realized that this dream was very realistic and woke up. Karen had slipped into my bed and was holding my dick and pumping it. I jumped as I came to the realization of what was happening and as I tried to pull away, Karen said, "It's my turn."

She rolled on top of me, lined my dick up with her drenched pussy, and slid herself down over me. I moaned as I felt the tight walls of her cunt envelop my dick. When she hit bottom, she started to squeeze her cunt tightly around my dick, then relax it, and then squeeze again. I couldn't believe what I was feeling and began to thrust up into her. After a few minutes, Karen started to push her pelvis back and forth, sliding my dick in and out of her. She started going faster and faster and I grabbed her hips to hold her onto my dick as I thrust.

I felt the cum start to boil up in my balls and I gasped that I was going to cum. At the same time Karen started wimpering that she was cumming. I felt the sperm shooting out of my cock at the same time that my vision started to go dark. I thought I was going to pass out from the strength of my climax. Karen slumped down onto my chest, panting from the exertion.

After a short while, we had recovered enough that we could talk. As I asked her what had possessed her to do this, she told me that for the last year or so, she had come to realize that she thought she was falling in love with me and not just as her grandfather.

"Gpaw, I figured that you were not likely to make a pass at me on your own. I also thought that you would start going out with women sooner or later, because of what Grandma used to tell me about you. I didn't think I could stand it if you started going out and having sex with other women. The more I thought about it, the more I thought that maybe Grandma was sort of pushing me towards you. I don't know if she expected this to happen, but I don't think she would mind, do you?"

"Karen, I'm still trying to get over what just happened between us. I have always thought of you as my granddaughter and you're right, I would never have made a pass at you.

Now that we have fucked each other senseless, we need to come to our senses and decide where we go from here. Maybe your grandmother was smarter than both of us, I don't know."

I told Karen about the dream I was having when she woke me up a little while before. "I don't think she would have minded, but I suspect a lot of other people in your family might."

I should explain that I was an only child and had never been married before I married Karen's grandmother. She and I had never had kids. Although Karen's father and mother had divorced ten years before, when Karen was twelve, her father had not really been in the picture after that. Her mother worked as a secretary for a small company and had remarried a few years ago. Karen's mother had a couple of sisters, who had also had children, so Karen had other relatives who might take offense at the situation.

"Gpaw, I don't care. I think I love you and I want to at least try to make this work, if you're willing."

"Karen, at this point, I don't know what I am. I know I love you as my granddaughter, even though I realize that biologically speaking you aren't. I also realize that I'm thirty-five years older than you are. Eventually, you're going to want kids and I am much too old to even consider trying to raise a child. If you got pregnant right now, I would be almost eighty by the time that child graduates from college, if I lasted that long. Have you thought about what your life would be like, trying to raise a child and take care of an old man at the same time?"

Tears started to come to her eyes. "Gpaw, didn't you enjoy making love to me? Don't you want to at least try to make it with me?"

"Karen, I want you to think about what you're asking. You have obviously thought about this for some time. I've only had a couple of hours to come to grips with the change in our relationship. I think it's only fair to give me some time to think about it also. I would also like to point out that we did not make love to each other...we fucked each other. You took advantage of a 'sex-starved' man, who could not have said no if he tried. That was not making love." Saying that, I reached out for her hand and said, "This will be making love."

I pulled her body close to mine and began to kiss her lips, trailing little kisses over her eyelids, her cheeks and the hollows of her throat. As she started to react to my kisses, her breathing started to get a little heavier and faster. I slipped my tongue into her mouth and began to swirl it around, tasting the sweetness and inhaling her breath. I slid one hand down to her breasts and began to caress them, first one then the other.

I gently took a nipple between my thumb and forefinger and rolled it around, then tugged on it slightly. I did the same to the other nipple, all the while continuing to kiss her lips and lashing my tongue around her mouth. I then moved my mouth down to her breasts and sucked one, then the other, making sure that neither one was ignored. I pushed both her tits together and sucked both nipples at the same time. Karen was starting to move around and make moaning noises, slowly moving her pelvis back and forth. As I sucked on her nipples, my hand slid down her belly and to her soft, silky pubic hair. I slowly ran my fingers through her hair and down to the lips of her pussy, gently spreading them open. I could feel the wetness of her juices and my sperm from our first time. I slid my middle finger into her pussy and began to pump it in and out of her. As she started to push against my hand, I let my thumb press down on her clit, and began to roll it back and forth. She gasped and began to moan, and began to snap her hips back and forth, trying to drive my finger deeper into her. As she did this, I slipped a second finger into her and began to curl them up, rubbing on her g-spot, harder and harder.

Karen began to whimper,"Gpaw, what are you doing to me? God, it feels fantastic! Finger my cunt harder, harder. Oh God, I'm going to...I'm cumming!" As she said that I felt her pussy and her legs clamp down on my hand and fingers. I continued to drive my fingers into her as rapidly as I could and tried to keep contact with her g-spot. Suddenly, I felt a gush of warm liquid squirt up and around my fingers, soaking the sheets. Another contraction of her pussy and another gush of pussy juice. As Karen slowly relaxed and regained her breath she sighed, "Gpaw, what on earth just happened? I've never felt an orgasm like that. Did I just pee on myself?"

"No, Karen, you didn't just 'pee on yourself.' You just squirted during your orgasm. The female equivalent of a man ejaculating when he orgasms. The difference is that not all women squirt when they climax. Since that is obviously your first time, I'm very happy it was with me. I'm not done showing you what 'making love' means. Saying that, I took her into my arms, rolled on our sides, and held her, kissing her lips and slipping my tongue into her mouth. I ran my hands down her back until my hands were cupping the cheeks of her ass. I pulled her body against mine, and as I felt my stiff cock rub against groin, I slipped my leg in between her legs, and used my leg to raise and separate her legs. I reached down between us and held my cock and began to rub it back and forth between the open lips of her pussy. I felt the slickness of my precum mixing with her and my juices, and slowly rubbed up and down her body. I flicked my cock back and forth against her clit, causing her body to begin having little tremors. I slo-o-w-ly ran the head of my dick between the lips of her pussy and stopped at her opening, pushing it gently into her a little way, then pulling back out. I then slid it down further until I was resting on her tight little anus. She jumped as she felt my cock gently pushing against her ass.

"Gpaw, what are you doing?"

"I'm making love to you. I am slowly going to show you all the different ways a man and a woman can make love to each other." I slipped my cock back up to her pussy, and slowly pushed it into her. I could feel the walls of her tight cunt slowly expanding to accept me. As I slowly began to stroke into her, I could feel her once again moving her hips back and forth, taking me in deeper and deeper. I rolled over so that I was now on top of her, and she spread her legs wide apart. I could hear her moaning and gasping as my body drove my dick down into her. With each thrust we could hear the sounds of our juices lubricating each stroke, and the sound of my balls slapping against her ass. "Karen," I managed to gasp between strokes, "I'm going to cum soon." I felt Karen lock her legs around my hips and start to thrust back violently.

"Pump me, Gpaw. Make love to me and pump me, harder and harder. I want to feel you as deep in my cunt as you can go. God, I feel your hot load shooting deep into me."

As she said that, I could feel my dick pumping out my seed, coating the walls of her cunt. I could feel her cunt clamping down and trying to milk the last drop of cum from my dick. As our pulses slowed, I rolled off my granddaughter and stared at the ceiling. The enormity of what we had just done, struck me dumb. Finally, I turned my head and looked at Karen. She looked back at me, and smiled, and said "that was incredible! I have never had sex that was that great. Now I know what making love is. Gpaw, I'm not sure...