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My Friend's Grandmother

Note : This story is completely fictional!

This story happened when id just turned 18.my friend Benny asked me to spend the night at his house as we had many time over the years.he lived with his mom and dad 20 year old sister and his 73 tear old grandmother Barb.it was a 3 bedroom house his mother and dad slept in the big second floor bedroom his sister and grandmother had the 2 bedrooms on the main floor and Benny had a room in the basement.

I had known Benny since we were kids and we were best friends in his basement room he had a bed and TV and stereo of course and that was about it there was a old mattress they kept in the basement for when people did stay over and I threw it on the floor of his room when I spent the night.we had watched some TV that night and it was about midnight and everyone else seemed to be in bed.

Benny said I have something cool check this out I bought this from a guy at school the women aren't the finest but hey their fucking and popped a tape in the VCR it was a porn tape needless to say we both were very interested in pussy at that age.the tape was about old and fat women getting fucked.we didn't care we'd watch any pussy's getting fucked at that age.the first old lady appeared on the screen she was about 65 and got right to business she was in bra and panties and took those off and started playing with her pussy she was about 40 lbs overweight and most of it in her belly she had decent size tit's and we watched the show with great interest until finally some young guys comes on the screen and starts getting his dick sucked and rode by this old whore.

Benny and I weren't gay at all or turned on by each other but I knew he was stroking his cock under his covers just like I was he said I see you like that old pussy I was a little embarrassed and said well right now id take any pussy he said well ill show you something that's really cool but you have to swear that its our secret and you can never tell a soul I said sure its our secret .He said alright come over here and check this out I followed out of his room and he took me to a spot on the other side of the wall and said sit here and look thru this hole when I came back in.

IM thinking what the fuck is this dude up to ? I said alright I will.he left and went upstairs and in about 5 minutes I heard him come back in.but he wasn't alone his grandmother was with him.and he was telling her how horny he was.she said your always horny and laughed.she. looked a lot like the women in the film except she had huge tit's with big old nipples but I hadn't seen them yet she said what are you in the mood for? He said everything.she didn't say a word just pulled her nightgown over her head and dropped it on the floor my dick popped to attention seeing her in her bra and panties and thinking of all the possibilty's.he must have been fucking her for a while to be this famliar.she dropped the bra then panties and laid on his bed and spread her legs she said alright your ready I see now get me ready.she looked fucking hot I could see her pussy hair was brown but now it was more gray but it was bright pink in that slit and her clit was poking out between it.

Benny bent over and started licking her pussy she grabbed his head and pulled him into it.she put her legs around him and laid her feet on his back I could she her tremble whenever he'd hit a sensitive spot which seemed to be often she took both nipples in her fingers and pinched and she'd raise her Tit's full weight pulling on them she was moaning and and would whisper instructions to him like yea that's it right there after a few minutes of this she took one of those massive saggy tit's and pulled it to her mouth and started sucking it and Benny was working on her pussy could see her belly twitching and moving in time with his tongue lashing.all at once she she dropped her tit and started pinching both nipples hard and whispering but really loud that's it IM Cumming that's it I'm Cumming and she kept saying it over and over again.

Finally she said you've got to stop she was shaking all over she sat up quickly and said OK your turn.Benny said alright I've got to piss though first he said get ready ill be right back she said I am ready your not and giggled. He stood and took off his cloths and then left the room shutting the door and turning off the light as he went he came around to me quickly and said how'd you like the show ? I said awesome of course he said you want to fuck her ? I said hell yea but will she let me ? He said she wont know were built about the same.take your cloths off hurry up. I did and he said ok just go back in and leave the door open ill be able to see the light from the other side of the basement should be just enough light for me to see what's up then you leave as soon as your done with her and I'll go back in like nothing is different.

I was nervous about this as I approached the door and opened it but I really wanted to fuck her. I did just as he said and left the door open I could barley see anything her eyes had adjusted and she must have been able to see the outline of me because as I approached the bed she sat up on the and and pulled me too her my cock was about half hard now from few minutes I had talked to him and then being nervous on top of it. She grabbed me by the ass and pulled me to her and said took long enough. I of course didn't say anything.

She pulled me to her and took the head of my cock in her mouth she was an expert cocksucker she sucked just the head very gently for a couple minutes I was rock heard as soon as she touched it she said wow your really excited tonight you cock is huge I've never seen it like this before I said um ham not wanting to risk her recognizing my voice.she went back to work and this time sliding her mouth down on it as far as she could my cock is eight inch's long not huge in that direction but it's wider than most cocks I see in porn films.She could almost get it all in she pulled out and said I can't believe I can't take all of you ?I was on the verge of Cumming she of your ready aren't you honey she said Im going to like having this in my pussy whatever your eating keep on eating it.and started bobbing up and down stroking the lower half with her hand it felt so good I wanted to cum but I also wanted to fuck that pussy too.she your not going to last like this your knees are wobbling all over and laughed she said some fuck me now. She laid back and grabbed a couple pillows and placed them on the bed were her ass would be and climbed up on them and propped her ass with her legs spread and said come and fuck me now. I got up between her legs and positioned my cock at her entrance.i pushed in and got about half way in she put her hands on my chest to hold me up she said wait slow you know I like it slow when we start. So I pulled back and slowly fucked her with half my cock she start pinching my nipples so I returned the favor and she give me more I did.

Anyone that's fucked an old women is more than likely surprised how tight they are most people think their pussy are all stretched out nope not the case at all this old sluts pussy was tighter than some 18 year olds I fucked she said Ok star giving it to me a little more at a time until your in.i did as instructed and as I started hitting things up inside her she started moaning and whispering oh that's it fuck me nice. I got all the way in and was hitting all her female organs up in her pussy and she was cooing and saying like that fuck me at that speed nice and deep like that I was using the long strokes pulling almost all the way out and pushing all the way back in I laid flat on her and start getting up under that pussy going slow and long like that she dug her nails in and started panting in my ear I'm Cumming fuck me hard baby.i pushed her legs back she said that's far enough I was sue to pushing some little bitch's legs back so her feet were by her ears but she wasn't up to that so she just pulled her knees into her belly as far as she could and held them there giving me access to pound that pussy hard

.She was in full cum and the light came on we were both kinda blinded and she dropped her legs and tried to hide under me she looked up and seen me and then seen Benny had come in and turned on the light I kept my cock buried deep in her she asked what's going on here ? And looked at me I stammered Benny had said it was alright he smiled and said hold on grandma we watched a porn tape and were horny he didn't know anything about what we do until tonight I had him watching while I was eating your pussy I was just going to let him watch us it turned me thinking someone was watching but then I got carried away and thought what the hell let him have some pussy too. This was very awkward I was still buried in her pussy as he was explaining.if I could help it I wasn't getting out until id blown my wad up in that tight pussy.she looked at me and said are you enjoying yourself ? I said very much.she said I thought something was weird your cock was so much bigger tonight .It was quite a bit bigger than his I found out seeing him stand there that night he had about 7 inch's but wasn't nearly as wide as me.she spread her legs back open and pulled them back said well you may as well finish we need to discuss this after though. 

She looked at Benny standing there naked with a hard dick and said I see your enjoying watching this huh ? He said its hot she said jimmy lean back and let me rub my clit so I can get back in the mood he scared the shit of me coming in like that I said ill do you one better and pulled my cock out and dropped between her legs with my head and started sucking her pussy she grabbed my head and I started circling her clit gently and then sucking it after a few minutes she said I'm going to cum get ready to shove that monster up me again.she started Cumming I could tell her was wiggling all over and that belly twitching and jiggling and tighten every time I hit the spot on her clit.she now honey put it up me .I got to my knees and positioned my cock as quickly as possible and shoved it up her I tried to pus her legs back again and she reached down and did it for me I drove it all the way in her hard she she grunted and said oh that hurt I slowed down she NO keep going hard as you can it hurt in a good way.your spreading my pussy wide if feels so damm good I fucked her hard and got under that pussy good hitting everything inside her again she started pinching her nipples I got down and start biting and sucking one gently that did it she start Cumming hard and dug her fake ass long nails into my back.


Benny couldn't stand I guess he came over and put his cock in front of her mouth she took hold of and shoved it in her mouth and started sucking the head while she jacked him off in her mouth every once in awhile id hit her female organs inside just right and it send her into another 3 minutes of Cumming I keep pounding her tight pussy for another 15 minutes until I couldn't stand it anymore I said I'm going to cum she stopped sucking Benny and said cum up my pussy baby Benny heard her say that and said suck me grandma I'm going to cum she popped it back in her mouth and and continued jacking him he started Cumming his knees buckled and he leaned forward trying to shove it in her mouth farther she accepted it and stopped jacking him off but started going up and down with her mouth still sucking I lost it and said oh I'm Cumming in your pussy she was Cumming too I could tell her pussy felt as though it was sucking my cock I shot up in her hard and a big load too she took it I looked between her legs and seen my cock pulling her inner pussy skin out with each stroke and then jamming back in the gray haired pussy it looked awesome and felt great my cum was running down her ass hole. We kept at it for another 3-4 minutes until our orgasm's subsided. Benny popped his cock out of her mouth with a slurping sound so I raised up and pulled my cock out and when I did the rest of my cum ran down her brown little puckered ass hole she said oh that was nice.

She said now Benny come over her and sit we need to discuss this. He said grandma no one was hurt and you always said when we started this that its just relief for both of us right ? Nothing more than that and if we can't help each other then who can ? Isn't that what you said ?She said yes that is what I said but I meant it to be between you and I I said I'm sorry she no that's not what I'm saying its not your fault jimmy what we did just now was great I loved it did you enjoy it ? I said yea a lot she you have to promise me you wont tell ANYONE its very important that you don't even though were all legal age it just wouldn't look right for a women my age letting 2 boys fuck me .Do you understand ? 

I said completely I will never tell anyone. She said if you do keep this secret I can help you out anytime you need relief .The reason I started helping Benny is things are so dangerous with disease's nowadays its much better for me to get his rocks off for him and he seems to enjoy his self even though I am an old women I said your one hot old women she smiled and said thank you there is advantages of fucking me that you wont get with a young girl though such as you just came in me with no condom you can't do that with the young ones and laughed and young girls can't do this she pulled out her false teeth and leaned forward and took my cock in her mouth and started sucking me using her gums going up and down on my cock wow did this feel great like fucking a super tight pussy that could manipulate itself she popped it back out my cock was rock hard again .

She said if you can just fuck me and not look at me you'll never know the difference ! And laughed again I said I like looking at you you make me hot I wasn't lying and ever since I fucked her I've always like fucking old women as much or more as the young ones. She said your just saying that I know but I can make you feel good I said very very good and we all laughed.she OK then all settled ? Were going to keep this between us and ill help you young men out anytime your in need ? Right ? We both said right.she said OK then do you guys need anything else tonight ? I said I don't know about Benny but my dicks hard again Benny said mines getting there.she OK then we can try something I've always wondered about if your game ? We said I am almost together. She giggled she said I've always wondered what it would be like getting fucked in the ass and pussy at the same time like you see in films. Can we try that?

We both in unison said sure.benny said so how do you want to go about doing this ? She said ill get on my hands and knees one of you under me on your back and the other just come up behind and do me doggy. She said jimmy better be on the bottom IM not sure I can take 2 dicks and I'm surely not ready for his width in my asshole.i was kind of disappointed I wanted to fuck that big ass and tiny little buthole.i said OK get me completely hard again can you please she leaned forward and start sucking I said can you do it without your teeth again ? She snickered and said you like that huh ? I said it was great she popped them out and started gumming me again it didn't take long at all my cock was like a rock I said Ok let me under you 

I laid back and watched as this old lady that id known for years straddled me and positioned herself over my cock with the head at her entrance and slowly lowered herself with a shiver on the full length she opened her mouth as if she were saying oh but nothing came out she had her eyes closed tightly if I didn't know better I would have said I was hurting her she started raising and lowering herself on my cock hard whispering very loudly her eyes still clenched shut.im going to cum I'm going to cum I'm going to cum over and over until she was Cumming her saggy its looked great bouncing all around she took a tit in each hand and held them as she kept impaling her hard on my cock Benny cleared his throat loudly without looking at him she said hold on hun just a minute let me finish

He stood there stroking his hard cock watching his grandmother drive herself down hard on his friends dick.after about 5 minutes she had cum about 3 times hard she leaned forward and started sucking my tongue and said that was intense thank you she bent forward and said come on now honey she reached down between our legs and got some cum from her pussy and reached back over her ass and greased her asshole she licked 2 finger then and lubed it some more I had to spread my legs as much as I could so he could get up behind her but I was hard with her holding them together with her nice chubby thighs I couldn't see what was happening and never really realized there's only a thin piece of skin separating a pussy from a women's ass hole for about 2 inch's up in it. Benny got the head at the entrance to her ass hole she said go very very slow IM not sure if this will even work I just wanted to try it I was buried in her the whole length 

I could feel his dick head enter then I felt it as he pushed forward slowly she grunted and gripped my shoulders tight she started biting her lower lip and panting lightly but a little bit fast tempo to it she said how much is in he said about a quarter of it she said damm I'm not sure I can take both of you. She said go in just a little bit more at that I felt him push forward he didn't stop until he had it in to the hilt she moved forward trying to escape him not intentional I don't think but he held her in place by her hips she cried out of my god that hurts to much take it out he held it in and leaned up on her back and hugged her close he started whispering in her ear just stay still take it,get use to it,he was talking her out of the pain.he said IM not going to move just get use to us like this filling you she repeated whispering low yes filling me. And was grunting a little he started saying it hurts so good doesn't it?.Can you feel us throbbing in your pussy and ass think about it.

She said Ben let jimmy move in and out and you stay still until I get use to you in there .He said OK she just start slow not all the way out just half way very slow Ok ? She was gritting her teeth and still had her eyes clenched shut I started slowly humping her pussy and brought a tit up and started sucking and biting it gently she was alternating grunting and panting like a dog as I slid in and out of her this was hot my cock was like a rock watching her getting use to having these 2 cocks in her we could both feel her contracting on us she said Benny try and start pumping me slow he did she oh that's just to much I can't do it like this he said hold on gram's and I could feel him slowly pull out she expelled air from her lungs as he did saying ohhhhhhhh. He got up went to his dresser and grabbed a jar of vasaline he had he got a gob and his cock and me and her watched.

She said yea that may make it better its not lubed enough for sure. He jacked his cock like 4 or 5 times and got it covered and got back behind her and eased up to her ass hole again I could feel the tip enter her she said slow very slow this time the head popped right in no problem she yea that's much better he slid half his cock in her she leaned forward and whisperd this is going to work much better and start sucking my tongue I pulled a tit up and said let me see you suck it she started sucking and biting her own nipple and I did the other Benny started fucking in her the full length she said yea that's it fuck my ass I started fucking her pussy she She laid her the side of her face on my chest and started panting like a dog that needed water fast like that and saying fuck me every once I awhile he started fucking her pretty hard I matched him every time he pulled out I pushed in she said I'm going to cum so good and dug her nails in my upper arms and held tight I was almost there to when I heard Benny say I'm going to cum in your ass she do it let me have your young cum up me I said I'm going to cum to she said fuck my pussy hard 

We both started pumping in her hard at the same time she cried out oh this is good Benny clamped hi hand on her mouth and whisperd quite grams your going to wake people she it feels sooooooo goooooddddd I could feel her pussy just grabbing and sucking my sick in her as she was Cumming on us I told her here it comes she said give it to me I felt Benny's cum running down into her pussy as he came saying ahhhhhh that did it I shot up in her hard if she didn't feel that hosing her insides I don't know why. We kept pounding in her until our cums finally died down and I felt him getting softer he had cum before me so he was losing it I was to but not as fast his dick fell out her ass she bring it up here he did she started sucking his cum and her ass right off his dick she cleaned it right off for him I kept pumping until my cock was half hard and she raised up pulling it out of her and moved down and start cleaning theour cum of my cock too it felt so good her licking my cock and balls and ass hole clean finally when she was done she sat up and said how was that for you guy's? And smiled I said awesome he said great. I asked her how her pussy felt now she said it feels used and giggled she well I better get to bed guys we have to do this again I said for sure she smiled at us and went back upstairs. 

I was blown away I had a million questions for Benny I said hey man how long have you been fucking her he said my uncle came to visit and we had to sleep in the same bed and I woke up in the middle of the night with my cock hard pressed right up in her ass crack through her night gown I thought she was asleep and gently raised the gown and put my cock between her ass cheeks she must have been awake because she raised her leg a little and it slipped right in the entrance to her pussy I stayed still for about five minutes hoping she just raised it out of coincidence because I was embarrassed and also I felt like shooting my wad being in that tight wet pussy.She didn't move and after 5 minutes I started gently pushing in her a little at a time until I was more than half in her that's all I could get without pushing her legs forward and risk waking her I started pumping her gently for about a minute.

She just raised her leg and I slid all the way up in her man it felt good and started to cum and couldn't help but slamming in her then I felt her pushing back with her ass and knew she was awake so I just started plowing in her pussy hard I was Cumming so hard man you wouldn't believe it she started Cumming too she said don't stop harder honey I gave it to her and after we came that time my cock was still hard believe it or not she had me get between her legs and fuck her in a normal position well she told me when we were done that night not to say anything to anyone or we'd be in big trouble and if we kept this secret she could help me out like this all the time.

Well she's been helping me ever since. I asked what made you decide to let me in on it he said Oh I felt sorry for you after we watched that porn film and I thought both of you may enjoy it. She's always liked you and I thought she may want a change of pace from me just fucking her it was cool watching her getting fucked anyways.I said thanks I appreciate it. He said I thought you might,her pussy's way better than your hand isn't it ? And laughed I said ohhhhh yeaa .


We both slept like baby's that night.When his mom called us for breakfast everyone was there his dad and sister and mom of course his grandmother came in about 10 minutes later she was walking very slow and kinda shuffling Benny's mom said what's wrong mom?Are you sore this morning arthritis acting up ? She looked at us and said to her daughter I'm very sore I can't hardly walk today and smiled at us .Benny's mom said well you should take it easy and not over do it.She said it may be my arthritis.I'm not sure but ill probably feel better in a couple days.and winked at us.She didn't because we kept slamming that old whore every chance we got.Needless to say I spent a lot more night's at Benny's house after that .





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