Ted was a good grandpa, or at least he tried to be. His granddaughter Shelli and grandson Nick were fun to be with when they were kids and made him feel younger when he could play with them. As they got older, they really didn't come around as much, but he still enjoyed the time when they did.

Nick was now eighteen, and on his way to college, so he stopped coming to see Ted. So when little Shelli began coming around with her friend Sydney, and they hung around and played at this house, he was delighted.

Shelli had just turned sixteen, so she was not so “little” anymore, but she was something of a tomboy, preferring to wear baggy pants and sweatshirts to more girlish outfits that would show off her developing teen curves. She was tall and willowy, weighing in at less than a hundred pounds, with stringy light brown hair, that she seldom cared for.

Her best friend Sydney, too was a tomboy, wearing loose sweatpants and baggy t-shirts or sweaters that hid her developing tits, and tight ass. Sydney was pale, not quite as thin, with light blond hair, that she had tied into informal pigtails on each side of her head. Though the girls didn't wear sexy outfits during the day, sometimes at Ted's house- especially when they stayed overnight, he got a glimpse of those cute teen bodies, when they changed into their nighties and scurried around his house. Ted felt a little guilty about looking with lust at their teen bodies, but he let the feeling pass and enjoyed the view.

For some reason, both of them wore the same sort of babydoll-style nighty, maybe because they liked to dress alike, even though the babydoll style was quite the opposite of a tomboy look. And he had wondered if perhaps the two besties were actually more than just friends, perhaps becoming intimate with their nubile bodies. That might explain the sexy babydoll outfits they wore for overnights at his house.

Shelli's babydoll was a translucent pink, that gently encased her firm A-cup tits, and showed off the dark brown and slightly puffy nipples that topped them. The top hung down to just the top of the pink babydoll panties, which were of the same sheer pink material, with a ruffle of satin around the edges. She seemed oblivious to the fact that her body was becoming more curvy and that her grandfather couldn't help looking at her as she wandered his house, or sat cross-legged watching TV.

Sydney's babydoll nighty was a thin blue sheer fabric, that seemed a little tight on her conical-shaped tits, which were topped by little pink pencil-eraser-shaped nipples, that were also quite noticeable under the thin top. Her ass was a perfect heart shape and was accentuated by the tight sheer fabric of the panties, which looked like a second skin encasing the tight globes of her teen ass cheeks. When she stood, the top hung down partway over the panties, but the airy fabric of the top often floated like a cape behind her as she ran around the house.

The girls liked to watch movies at his house, maybe because he let them watch whatever they wanted, and they were free to run around and tickle each other, make popcorn, and lounge on Ted's big leather couches that faced the big screen TV. When they sat across from him, he had a great view of their lovely titties and their nearly hairless slits under the panties. And when they watched a scary movie and cuddled up next to him, he could breathe in the smell of their fruity shampoo, and could put an arm around them and occasionally cop a feel of some teen tit.

As they became more comfortable at Ted's house, he encouraged them to make themselves at home and pick out whatever movies were in his collection. As the movie visits became a more common event, he bought a big lounging pillow so the girls could sprawl out on the floor in front of the TV. When they did, Ted could enjoy a view of their lean legs and shapely asses as they lay on their stomachs, side by side on that big pillow, directly in front of his chair. And when they splayed their legs out to the sides, the view of their sweet, tight little pussies was exquisite, through the nearly transparent fabric of their babydoll panties.

One night, they were sprawled in front of the TV, watching an R-rated movie that featured some guys wearing army fatigues but bare-chested, showing off rippling muscles and washboard abs. The girls seemed to be enjoying the view and they appeared to be gently rubbing themselves against the floor with their legs spread wide. Although he knew it was risky, Ted asked Shelli if he could join the girls on the floor, while they watched the movie.

“Sure,” said Shelli, as she moved over a few inches so Ted could sit down between the girls who were leaning their arms on the big lounge pillow. As he sat down, he “accidentally” placed a hand on the small of each girl's back, balancing himself a bit as he sat.

“Oooh, Ted,” sighed Sydney, as she felt his big hand, “that feels good on my back- could you give me a little back massage, please?” He had asked them to call him Ted a while back and they both had begun using his name, rather than calling him “Grandpa.”

“Sure,” said Ted, delighted to begin gently massaging the teen's smooth back with his right hand, keeping his left hand on Shelli's lower back for balance.

“You need to massage harder, Ted,” Sydney said, turning partway around to look at him, with a little smile, and lifting enough so that he could clearly see her firm left tit standing out on her chest under the sheer top.

“Well, to do that, I'll need to position myself directly over your back, so I don't twist my back. Is it ok if I sit over your legs, so I can massage your back properly, Syd?” he asked innocently.

“Sure, that's fine,” she replied absentmindedly, looking back at the movie.

So Ted lifted his right leg up and over Sydney's lean thighs, and knelt directly over her, with her tight little ass almost directly under him. He spread the fabric of her top to her sides since it was basically just tied together at the top at her neckline, and began kneading the soft flesh of her back, gently but firmly massaging the muscles of her back. Sydney sighed gently as he continued his massage, moving in wider motions as he did.

At first, he was touching only her back, as he continued he began massaging lower on her back until he was massaging the little indentations at the base of her back, and then actually massaging the top of her glutes, where her panties began. Hearing no objections, and feeling her relax, he also felt along the sides of her ribcage, gently massaging the sides of her firm titties as he did. As she sighed again, he again moved his hands lower on her back, now kneading the full globes of her firm teen ass cheeks, through the thin sheer panties she wore.

At this point, Sydney sighed deeply, and Shelli looked over to see what was making her best friend feel so relaxed.

“Hey, Grandpa - I mean Ted - I want a massage, too!” Shelli said in her little girl whine, licking her lips a little as she saw her grandpa's big hands on her friend's body. She took a big drink of her soda, and a little of it trickled out the corner of her mouth, drizzling down and wetting her top a bit.

“You'll be next,” said Ted, breathing heavily now, as he half massaged, half fondled the hot teen body under him. As he continued, his cock was hardening and tenting out the loose fabric of his sweatpants.

He leaned down to whisper in Sydney's ear if the pressure was OK, giving her ear a light kiss, and breathing his hot breath on her moist neck. As he leaned down, his hard manhood pressed into the crack of her tight ass. Sydney knew what she was feeling, and was excited now both by Ted's touching and by the feeling of his hard cock pressing against her ass. Again she turned slightly and whispered that the pressure felt wonderful, giving him a little smile to let him know that she meant both the pressure of his hands and the hard pressure of his manhood.

Ted was now determined that he would pleasure this teen fully, whatever it took, as she had seemingly given him a green light to continue. He reached under and gently fondled her tits, rolling the little nipples between his fingers, and as he massaged her ass again, he let one hand wander between her thighs, and stroked up the firm thighs, and against her teen cleft, encased in the thin panties.

“ooohh, mmm,” she sighed as he pressed against her little slit. He could feel the wetness that began to seep through. He decided not to ask that she remove the panties, as it was easier to simply continue the massage, and pretend that it was only a massage if she stayed dressed in the revealing babydoll outfit. He moved back a bit, pulled her legs outward, and now knelt between them, alternately reaching up, and pressing his manhood against her ass as he massaged her upper back and shoulders, and then moving down, fully massaging her glutes, and then massaging down her taut legs, and back up her inner thighs to the now wet lips that were so clear under the sheer panties.

His fingers lingered over her tiny labial lips, massaging the thin fabric into the slit, and massaging the little nub of her clitoris at the apex of the lips. Sydney was now moaning softly, and he leaned in again letting his cock press hard against her teen ass, as he whispered that she should turn over, so he could also massage her front side.

Sydney needed little persuading to roll over and allow Ted to continue the full-body massage. He lifted the babydoll top over her breasts, gathered it softly below her chin, and leaned down to take one nipple in his hot mouth, as he firmly held and gently squeezed the other tit that stood out so proudly from her young chest.

Ted was amazed at how wonderful the hardened gumdrop-shaped nipple tasted in his mouth, and the pleasure he got in sucking part of her firm tit deep into his mouth, at the same time as he held the firm warm flesh of her other tit in his big hand. As Sydney moaned softly, and Shelli watched with an open mouth, Ted slowly licked down the front of the teen's taut stomach and gently tugged the panties down as he slowly licked the sensitive area above her slit.

As he reached the hot teen's little honeypot, the sweet musk of her pussy reached his nostrils, and he inhaled deeply. He continued gently licking and nibbling her sensitive pussy, as he gently slid his big index finger onto her slit, began gently parting it, and slowly forced his digit into the hot tunnel. Sydney's head rolled to the side, as she let out a soulful moan, that told Ted she was enjoying his work.

Meanwhile, Shelli sat up, ignoring the tv, and was watching her Grandpa Ted intently, letting her own hand fall into her lap and reach inside her panties, to absentmindedly slide up and down her own moistening slit. Aroused as she was, the aureolas of her pert A-cup tits had become engorged and puffy, the light brown mounds begging for attention under the thin sheer fabric of her top. As she watched in a trance as her grandpa pleasured her friend, she tried to sip her soda, but her mouth was not quite on the cup, and a thin stream of soda drizzled down onto her top.

She squealed as the cold rivulet of watery soda dribbled onto the pink fabric of her top, gluing the thin fabric to her pert teen breasts, making the firm orbs appear larger than their A-cup size. Needless to say, as the wet fabric clung to her breasts, she looked like a slut at a wet t-shirt contest. When Ted looked up from the delicious slit he was tonguing, the look of his slack-jawed granddaughter with her puffy-nippled tits staring back at him got him even more aroused - if that was possible.

It was now apparent to Ted that the girls were not new to this kind of play, and he wondered just how far he would be able to go with the two. He decided that now that he had brought Sydney to the brink of an orgasm, he would switch his attention to his granddaughter, and see if he could get both of them to the point of wanting a little more. But when he pulled up from Sydney's now dripping pussy, she protested: “No, Ted! You can't stop now... keep going.”

Ted looked at her with what he hoped was an understanding look, and said: “I know, sweetie. I want more too, but it's not fair to your friend Shelli that you get all the attention, while she just watches, now, is it?”

“Yeah,” Said Shelli, assertively, arching her back so her tits stood out even more prominently from her chest.

“Oh, I guess not,” Sydney pouted as she put her own hand where Ted's mouth had just been and fondled her own breast with the other. “But promise me you'll keep going with my massage after you do Shelli!”

“It's a promise,” said Ted as he reached for Shelli and pushed her back to a position reclining against the lounge pillow. Shelli gasped as Ted put his hands on the wet fabric over her tits, and massaged them roughly. She gasped again, as he reached down and swiftly slid a finger inside her sheer panties, and began pressing it along the wet slit until it began entering her sweet pussy.

At this point, it was hard for Ted to be the gentle and attentive lover he wanted to be, but he knew he should slow down if he didn't want to scare Shelli and Sydney. So he took a deep breath, raised himself up, and gently leaned down to give Shelli a soft kiss on the side of her neck, and whispered into her ear. “Do you want me to lick your sweet little pussy too?”

“Oh, please, Grandpa Ted,” she whispered back to him.

So Ted bent down to minister to his granddaughter, swiftly and deftly removing her panties, and placing his mouth gently over her entire teen cunt. As his tongue began exploring, he was again amazed at how sweet the salty nectar of her little cunt was, as it slowly oozed its juices into his hungry mouth. He found that he could barely suck in all the wetness, as it leaked around his mouth and down his chin.

At the same time, he wanted to feel the firm yet yielding flesh of her tantalizing tits and the awesome puffy nipples that topped each of the small mounds. Shelli moaned deeply as he drove his tongue into her creamy teen twat, and his hands firmly massaged her hand-sized boobs. As she writhed under him, he lifted his head enough to ask: “Has Sydney ever done this to you?”

Sydney, who was now sitting up next to Shelli with her babydoll top off, and her cone-shaped tits lewdly pointing directly at Ted, answered for Shelli: “Sure we have played, but somehow it's different with you, Ted.”

“So here's an idea, Sydney, how we can continue to massage Shelli, and I can take up where I left off with you, and your massage?” Ted said softly.

“Sounds great - what should I do?” asked Sydney.

“First, take off those panties, since they are just getting all sticky and gooey. We won't be needing those anymore,” Ted said with a smile. “Then, you get down and take over where I was working on eating Shelli's pussy, and keep your hot little ass in the air, so I can get back to tasting you. And then we'll just see what happens from there,” Ted said, as Sydney quickly threw off her panties, and knelt down to lick at her teen friend's dripping pussy.

But Ted really was tired of eating pussy, and his fully erect cock was straining to be released. And what he really wanted to do was feel his throbbing cock inside a tight teen pussy. He couldn't wait to feel Sydney's pussy swallow his cock, knowing that it would be exquisite! He pulled off his sweatpants and allowed his cock to spring out.

And he was certain she was almost ready, as well. So he got down low behind her, placing his nose up against her puckered little ass, and drove his tongue inside her now very slick pussy. He placed a finger inside her again, as he licked, and began slowly stroking in and out until he could feel her pussy begin to try to grip his finger.

As he continued, he leaned over the little teen and let her feel his big cock bobbing between her legs, and up against her wet pussy, and whispered into her ear: “Now I'm going to put something even bigger than my finger in that little pussy of yours. I think you are going to like it.” She just moaned as she continued slurping on her friend's pussy.

Ted slid his cock up and down the tight teen slit, lubricating it thoroughly with her slippery juices. No need for lube with a teen pussy, Ted thought to himself, as he readied to enter her. He placed the tip at her entrance, and pushed forward, as the teen seemed to push back and onto his big cock. As he entered the viselike pussy, he could...