Having just lost my wife of forty-plus years, my daughter and son-in-law thought it a good idea for my grand-daughter Morgan to drop in on me after school. This was a win-win for everybody. Morgan had a safe place to go after school,  Kelly, my daughter, could work second shift at the hospital, Rob, her husband, could concentrate on his export business which took him out of the country regularly, and I had companionship to take my mind off my grief. Every time she came over she brought her BFF, Marnie. They would study together, pal around, get some tutoring from me if needed.  We'd have dinner. The girls would head for home. It was all good.

 Just as every cloud has a silver lining, every silver lining has a cloud. Morgan, at sixteen, is cute, but, she's my grand-daughter, and, therefore off limits.The problem is, Marnie, also sixteen, is damn cute, too. I can't help but look at her without entertaining the possibilities. Curly red hair, somewhat provocative dress, curves in all the right places, freckles and a sassy attitude to go along with it.

Just last week, Morgan had called off school. Marnie came to the house, asking if she could spend the afternoon.  She said she needed some help. I saw no reason why not.  Marnie was sitting at the dinner table, her homework spread out in front of her. I walked in, peered over her shoulder to see what she was working on.  I was at the perfect angle to see down her blouse, so, naturally, I gazed just a bit too long. Marnie looked up at me, a slight smile on her face.

"You ogling my tits, Mr Foxx?"

I blushed at getting caught. "Busted, kitten!" I said. "I'm sorry..."

She finished my sentence, "Sorry that you looked at my tits? I call 'bullshit!'" She smiled, adding, " So, did you like what you saw?"

Embarrassed at getting called out, I blurted, "Well, they are nice."

"I think they're kind of small." she said. "And I wish they were more rounded, bigger. The boys like 'em bigger. Weren't Mrs Foxx's bigger?"

Looking to change the subject, I suggested that she clean the table and we would have some dinner. She agreed, scooped up her books and set the table for two.

"Sorry," she said, "I didn't mean to bring up, well, you know."

"It's perfectly all right, Marnie." I nodded, "If I remember correctly, hers looked like that once. Breasts like that, should never be ignored,"

"You knew Mrs Foxx way back when?"

"We were high school sweethearts.I didn't just see them, Marnie. She showed them to me, deliberately, had me touch them and kiss them." I grinned at the thought, remembering all those years ago behind the shed when Sarah introduced me to her breasts, swearing me to secrecy in the process. And, just like back then, I got hard. Marnie noticed, which embarrassed me even further.

After dinner, we cleared away the dishes and sat in the living room, watching TV. Marnie snuggled into my side and I put my arm around her. I had told her and Morgan that they could talk to me about anything, especially things they felt were none of their parents business. "Unless I think you're a danger to yourselves or anyone else, no one will ever know." I said, so I wasn't surprised when she asked what else Gramma and I did.

"Well, she was a very headstrong young lady. A real take charge person and I was perfectly happy to let her lead, no matter what.  Sexual or not, she chose the path and I walked it with her. But, I assume you are talking about the sexual part. Right?"

She looked up at me, smiled, and removed her blouse and unsnapped her bra. I stared, open mouthed, at the most delicious breasts I'd seen in years.

"Go ahead. Touch them." she said, as my hand hovered an inch or so away. I slowly lowered my hand, cupping her breast, feeling the heat against my palm. Her nipple stiffened, poking into the hollow of my hand. We both sighed, simultaneously.

"They are magnificent." I whispered as my hand molded to the soft flesh. My pants tented. Marnie noticed again, stroking the fabric of my pants as my cock strained.

"I know you want to kiss them. Go ahead." I bent my head down, capturing her other nipple in my mouth, my tongue swirling around the pebble at the tip.

"We shouldn't be doing this. If your parents ever found out...." I said, half-heartedly, as my lips closed around her stiffened nipple again. I began to suckle in earnest.

"This feels too good to not do it , Mr. ...." She moaned again, grabbing my head and holding it to her breast.

"Call me Grey." I said between nibbles.

After a minute or so of adoring her nipple with my lips and tongue, she moaned, "You're making  me wet and tingly, Grey."

I smiled at her and replied, "Isn't that the point?"

"And what are you going to do about it?" she said, taking my hand and molding it to her lust-dampened panties.

My fingers followed the contours of her panty-clad pussy, pressing the fabric into the cleft while my lips and tongue teased her nipple. Reluctantly, I let go of the nipple and asked, "Marnie, are you a..."

Again, she finished my sentence, "Virgin? Technically, yes, I am still a virgin.'

I looked at her, struggling to keep my gaze on her face. "Technically? You want to explain that?"

"No boy's cock has been in these pants, Grey."

I wouldn't have been surprised if the answer had been different, but I guess I was somewhat relieved. "But?"

That sly smile returned, "Fruits, and vegetables." she said, looking down at my hand, "and fingers!" I laughed as my finger slid along the crease in her panties. She put her hand over mine, indicating that she did not want me to stop. "So, when did you and Gramma start, you know..."

"At your age.  We would make out,, get really heated up, I'd get ready to tear off  her panties and she would stop me. I was so horny, at times, I would beg her for relief. Sometimes, she would give me a hand job, sometimes she would suck me off, and sometimes she would tell me I just had to wait, telling me that patience was a virtue and would get rewarded."

"Rewarded? How?"

"Well, the first time was on a Friday. We went to a movie, sat in the back of the theater. I had my hand down her blouse and she had hers down my jeans. I had such a massive hard-on. It was painful. I asked her to stroke it. She decined, asking me to wait until Saturday.I promised I would. The next day we met, went on a picnic in the woods outside of town. We found a good, level spot and set out the basket. 'Before  I give you your reward for being patient as well as obedient," she said as she unzipped my pants, "I want you to kiss me." I puckered up, waiting for her to get close enough to reach her lips.  She raised her skirt, lowered her panties, and continued, "On my cunny." She crawled over me and lowered herself on my face. I was tentative at first, having never done that before. "Come on. Lick it!" So, I did. I never tasted anything so delicious in my life. I'm sure it wasn't, but it seemed like an hour that I must have sucked and licked that gloious red haired cunt, She went stiff on me twice  before I felt her mouth on my cock. In no time I errupted in her mouth, coating her tonsils with cum. Then she gave me the kiss I expected before. I've been addicted to pussylicking ever since. It was then that she told me, if I ever wanted to taste it again, I would do whatever she asked.  I became her willing sub."

Marnie pulled her panties aside, letting my fingers come in contact with the warm wet flesh of her cunt. "Go ahead, Grey. I know you want to. I want you to."  My middle finger slid in past the first knuckle. The heat and humidity of her teenage cunt was blissful. "Just how far have you gone, Marnie?" I whispered into her breast.

"About as far as you have." she said, patting my hand, signalling permission to enter.

"I'll go slow." I said between nipple kisses. "You can stop me any time you want."

Grinding her clit on my finger, she smiled down at me, "Yeah! Like that's gonna happen. Are you gonna give me cummies?"

Smiling at her use of baby talk, I answered as my finger sunk in until my palm ground against her clit., "I will give you all the cummies you need." 

I flexed my finger inside her tight, wet, teen cunt. She moaned as she ground against me, her hands clutching my head. "Don't stop ! Please, don't stop."  I introduced a second finger, slowly stretching her open as I continued to suckle on her breast. Several minutes passed. She got wetter and wetter. She squirmed on my fingers, panting, "So good! ... Feels so good. ... Fuck, Grey, I'm cumming!"

As she announced her impending orgasm, I could feel her cunt muscles trying to milk my fingers. I didn't stop. I kept flexing my finger, churning her insides, feeling her juices smearing my palm, as I watched her skin flush, turning those delectable breasts red.  Her orgasm subsided, and I withdrew my fingers, all sticky with girl cum. I sucked the nectar off my middle finger and offered my ring finger to Marnie. She eagerly sucked it clean. Then we kissed, sharing the musky flavor, our tongues dancing in each others mouths. 

"Was that a sample of what you and your wife did?" she panted in my ear, loosening her grip on my head. "That was incredible!"

I disengaged from her young breast, looked her in the eye. "We're just getting started, Kitten, but further lessons will have to wait. It's time for you to head home. I don't want your parents to get suspicious."

Marnie pouted, almost to the point where I was about to give in. "I guess you're right." She winked, and added, "See you tomorrow?"

"Maybe. Can I ask you a favor?"

"Sure. What is it?"

"Can I borrow your panties?"

She smirked as she peeled them off. "What are you gonna do, wear them?"

I smiled back, "Not exactly. But I will sleep with them."