The first time I saw him masturbate I was twenty-two. Emily and I had been out with friends and had come in about two in the morning. Her parents accepted two young women would have late hours like this and they had encouraged us to collapse at their home. It was closer to the downtown drink-and-dine places than it was to Emily’s low-rent apartment in the far south suburbs of Mipple City.

It was four-thirty in the morning when I had to pee.

He was standing naked in the kitchen with his back to the hallway door. If he hadn’t moved, I might have missed him given my inebriated state. The moon was full and the silvered light coming from the side window reflected easily from the gray hairs on his head, his chest, and his legs.

I had to pee but I was reluctant to move. I was tense. Discovery was possible and embarrassment assured. He would be embarrassed if he was discovered and I would be embarrassed by having caught him.

I was half-hidden by the door but if he turned, he would see me. I could see him though. He was masturbating while looking out the kitchen sink window. His right hand couldn’t be seen but it was clear what he was doing with it. There was something white that he rubbed over himself but that is all that I could see from the doorway. His movements became urgent and I chose to retreat. His attention was focused on himself and this was a good time to slip away.

I heard his orgasm as I moved. A slight grunt escaped. In a flash, I was halfway down the hallway hiding in the guest room. I listened closely until his bedroom door clicked shut. Then I waited another fifteen minutes before deciding it was safe to pee.  No chance meeting in the hallway for me!

The next morning Emily’s grandfather was his usual self. He made us breakfast and told us he didn’t hear us come in. He was always interested in our lives and we talked for an hour before Emily and I dressed and left.

Everything was normal except for the fact that I knew he masturbated. I couldn’t help but steal glances at his butt and the front of his pants. There was no sign of a bulge, no sign of embarrassment, but I kept glancing to see if I could discover one. His jeans were baggy and hid anything underneath them, both front and back.

It was a regular thing for Emily and me to meet our friends in Minneapolis. The following month as we drove to her parents' house a little after midnight, I wondered if I would see him masturbate again.

I woke about four and heard a creak in the kitchen. Emily was sleeping soundly beside me; it had to be her grandfather settling into a kitchen chair. I waited until my curiosity got the better of me before I tiptoed down the hallway and peeked into the kitchen.

He was naked again and sitting in a chair staring into space. He was looking upward, out the window toward the moon, with a wistful look. His white skin had a patina of polished silver, his legs were spread apart and they extended straight out. It appeared he was sunbathing in the moon’s light.

Moonbathing leapt into my mind. This is exactly what he was doing with his butt on the edge of the chair and his body outstretched, elongated to capture the moonlight. The palms of his hands were up and his arms extended as if he was receiving holy grace from a moon goddess. He had exposed as much of himself as possible to the moon and was bathing in its light.

I studied him. He moved very little; an occasional upward curling of fingers, an occasional stretch of an arm or a leg but not much more than that. He tilted his head towards any unexpected sounds that came from outside the house. The rustle of the breeze in the trees or a twiglet felled by the wind, each made just enough noise to catch his attention. It was too dark for the squirrels to scamper across the roof but if they had, he would have likely tracked their movements, too.

If I had been a painter and this was my painting, I would have titled it A Study of Emily’s Grandfather. I might have shifted the perspective a little to bring his member into view. It would add character to the theme if seen.

It was then he reached for the white fabric on the table next to him. I had been so focused on him that I failed to see whatever it was that lay within his reach. He brought the fabric to his member and began to rub. I wished I could see what it was but this angle prevented it. Was it a hankie? A linen napkin? Perhaps a towel? I couldn’t tell.

He stood up and as he did, he turned enough for me to see he was uncut. I was shocked. My suburban upbringing and white man dating experiences never included uncut men. I had seen pictures and videos, of course, but I had never been this close to uncircumcised manhood before. It was arousing to be so close and it was a bonus to watch uncut cock stroked by an old man. I focused all my attention on his movements.

He had cupped the fabric under his testicles with three fingers and encircled his member with his thumb and forefinger. He encouraged his member to harden with tugs and strokes. There was no doubt he was uncut. I was fascinated by his pulling of the foreskin to reveal the pink glans to the moonlight.

Now you see it, now you don’t, popped into my head. Its appearance and disappearance under his stroking was mesmerizing. I couldn’t take my eyes off him. Emily’s unruffled, quiet, and wise grandfather had transformed into senior citizen erotica; I was transfixed.

His member became stiff, his stroke became quicker and shorter. He looked down and watched the foreskin slide smoothly over his shaft.

Suddenly, he stopped stroking and removed his hand. If ever the word tumescent was appropriate this was it. His uncut cock was swollen and glistened in the moonlight.

Emily’s grandfather looked at his member for a moment and pressed his hips forward in small thrusts. He simulated fucking and thrust his cock forward and back. The visual was stunning to me. It was erotic and sensual to watch this man airfuck the moonlight.

It didn’t last long. His cock began to soften and go limp. Fuck, he whispered. He returned the fabric and his fingers to his cock and balls and resumed his ministration. The more he manipulated himself, the limper he became. Finally, he became annoyed and irritated to the point that he threw the fabric towards the sink and stood there looking at his limpness. It was a posture of disappointment.

This was my cue to leave. Softly, quietly, I eased myself back to the guest bedroom. Emily’s grandfather apparently had a problem. I felt sad for him. It’s not your fault, it’s your age. Even in my head, those words gave no comfort.

I heard him return to his room. I waited about fifteen minutes before I returned to the kitchen. I had to know if the white piece of fabric was still there. Twice now, I had seen him use it and I was curious. If it was still there, I might take it as a souvenir. Somewhere in my mind was the idea that it might be erotic to use it on myself, especially if it was soft like fur.

I was pleased to see it was still on the counter near the sink. As I opened it up, I realized it was a pair of women’s panties; a large pair with semen stains at the crotch. At first, shocked by the fact that Emily’s grandfather would masturbate in women’s panties, it soon entered into my head those were his stains.

I was warm all of a sudden. I could feel myself get wet at the thought he had cum on the panties I held in my hand. I lifted them to my nose and inhaled the sex of him. It was a hell of an aphrodisiac for my twenty-two-year-old body. Cocktails, voyeurism, and now the dried cum of uncut cock. More than I could resist, really. I held the panties to my nose, inhaled again, and rubbed myself.

I flashed hot. I twitched and moaned as my juices flowed. I fingered the outside of my panties first before slipping two fingers inside. I was so wet over Emily’s grandfather; I couldn’t stop and I didn't want to. I pulled my tee up to free my breasts and then pulled my panties down and off. I sat in the same chair as he did and I let the moonlight fall upon me as it had upon him.

I opened my legs as wide as possible. The Man in the Moon watched me masturbate with panties at my nose and my fingers on my kitty until I stretched my legs out straight and rubbed my clit into a frenzied climax. I tightened every muscle in my body when I came. I spasmed hard, really hard.

When the climax ended, I took the panties from my nose and rubbed them between my legs to dry the wetness. I can't explain why I wanted my juices to mix with his semen stain.It was a kind of compulsion to leave my mark where he left his.

That’s when I heard him grunt from somewhere behind me. I panicked and froze; the panties clenched tight between my thighs.

I knew he had cum, I just knew it.

I opened my eyes and realized I could see him in the window’s reflection, he was naked and clutching that beautiful uncut cock of his.

A string of semen dripped towards the floor caught in the moonlight.

Seeing his reflection meant he had known earlier I was there watching him. And now he had seen me, too.

“Don’t move yet,” he whispered. “There are only a few beautiful moments in life. This is one of them. Treasure it.”

I wasn’t about to move. I was frozen in place. Emily’s grandfather had watched me masturbate and he had cum himself. Oh. My. God. I had no idea what to think. All I could do was watch his reflection milk his cock until he squeezed and emptied the last of his seed onto the kitchen floor.

It was half-hot and half-shame to watch his reflection. I was leaning a little more to the shame part at the moment.

He moved first and set a chair next to me in the moonlight.

“Can I have those?” He pointed towards the panties. I nodded and handed them over. He used them to clean himself.

“They were my wife’s and they are special to me. I use them to remember her.”

I flushed crimson. I had just used his wife’s panties and his cum to masturbate. What kind of pervert was I?

“Thanks for your help tonight. I’m pretty sure you didn’t know it was going to end like this. I know I didn’t.”

I still couldn’t speak. Both of us naked in the moonlight and sexually spent, what was wrong with me?

His name was Jim. Grandpa Jim. I had called him that for a couple of years and I never ever imagined we’d share a masturbation experience. I would never call him Grandpa Jim ever again. Just Jim.

I was twenty-two and Jim treated me like the adult I was.

He told me of his loneliness for his wife since she passed. He and I talked openly about what had just happened. I asked if he had ED and he said, Not really. He said he sometimes needed visual stimulation as well as imagination to finish but he always got there in the end.

He said that he had gone into the bedroom to look at some adult websites. When he became aroused again he had returned to use his wife’s panties. He said he was honoring her memory with a tribute.

We agreed not to say anything to Emily. She simply would not understand.

Jim and I enjoyed our masturbation sessions together until I moved away for a job. He was fun and funny and we had a great time with good orgasms. I learned everything I needed to know about a man's orgasm from Jim. He was open about his sexuality. He said at his age, there was little to hide. I learned about uncut cock as well as the sexual appetites of older men. I gave Jim all the visuals he needed to finish and I felt good about doing it, too.

He said early on that we could not have intercourse because it would disrespect memories he had with his wife. At the age of twenty-two, I actually understood what he meant. Imagine that. Everything else was available to us and we enjoyed ourselves freely in the kitchen.

Emily never knew about me and her grandfather. Mostly because I let her get two drinks ahead of me every month and then kept up with her after that. She always slept later and slept harder when I did that.

Those were good times for me. For Jim, too.