This is an age-play fantasy intended for adults. If you are offended by such things, the simple solution is not to read it. This fantasy story is in no way advocating for any actual minors to be involved with actual adults. --- SLEEPOVER WITH UNCLE --- The synopsis of the story that inspired this is that a girl is staying with her uncle while her parents are away. She crawls into bed with him in the middle of the night during a storm that woke her up. She had rubbed against him and that made him cum. He told her to go back to sleep. --- He falls asleep but now she's curious and can't stop thinking about what happened with her Uncle's toy. She can hear him snoring gently and knows he's asleep, so she gently reaches down and touches his now-limp toy, feeling the warm stickiness. She pulls her hand back up and stares at her slick fingers. Fascinated, she lightly licks her index finger. It tastes-- funny. Not bad. Actually, it tastes kinda good. She gently pulls back the bed sheet. Her Uncle stirs but doesn't wake up. She slowly pulls down her Uncle's pajama bottoms and sees his toy fully for the first time. She puts her face close, an inch away, delicately sticks out her tongue, and gently starts licking up the sweet salty liquid. Her Uncle's toy starts to grow and startled she pulls her head away, but a firm hands grabs the back of her head and presses her face back down.... She lets out a muffled gasp as she feels her head pushed back towards the toy, her Uncle's hand wrapping itself in her hair. She instinctively tries to pull her head back but his hand holds her fast. "Shhh sweetie... I just need you to finish cleaning up my toy for me. You liked the taste didn't you?" "Yes Uncle. What is it? Is it like candy?" she asks, her mouth so close to the toy, which is bobbing and growing harder. "Yes baby, just like candy. If you clean up what is there, it might just make more for you. Would you like that?," he asks, pushing his hips towards her face a little. "I'll show you how to make it make more if you want." She nods and he feels her lips and strands of her hair just barely touching his cock, light butterfly kisses. "Say it sweetie. Tell me you want to help clean me up." It's an order and a plea. She nods again, causing him to hiss an intake of breath. "Yes Uncle, I want to help. Mom said to help however you asked while I stay with you." He smiles in the dark. "You are such a good girl," he says. "Just open your mouth and let me put the toy inside. Then suck on it like a nice lolli - but be careful of your teeth... don't bite down. It's going to feel big, but I bet you're a big girl who can help me out here, aren't you sweetie?" He strokes her cheek gently with his free hand. She nods one more time as she opens her mouth. With just a small movement forward, encouraged by his hand pressing her forward, she feels the toy pass her lips and glide over her tongue. It is so much bigger all filling her mouth. She runs her tongue over it, capturing more of the sweet and salty candy. She sucks her cheeks in and feels him press her mouth further down until it hurts on her throat. She pushes her hands against him, trying to get away. "Just a few seconds," he says, keeping a firm grip, but eventually helping her ease her head back. "You did great, such a helpful girl you are. We're going to do that again a few times, ok?," he says. He thrusts into her mouth again, and again, encouraging her, stroking her cheek, wiping up a few stray tears. She tries her best to keep going and adjust to each slight correction Uncle makes. She feels so proud to be able to help out an adult like this; it makes her feel all grown up. After a while, she loses track of time, her uncle slows down a little. "Sweetie, the next batch of candy is ready for you. This time you need to swallow it all down at once and not save any for later," he says. "Tell me you understand." At her soft yes, he thrusts harder and keeps a good grip on her hair. "Hang on, the candy is almost here darling girl," he pants out. She feels the toy passing her lips faster now, with more urgency. She tries very hard to keep up, but it's not an easy task. Just as she thinks she won't be able to continue and that she'll make her uncle very sad, she hears him gasp and growl. Warm liquid pours into her mouth and it tastes like the candy from earlier, just warmer and more of it. She tries to swallow it all, but some leaks out her mouth. Her uncle continues to thrust and moan. "Suck out all the candy sweetie," he says. "I'm so proud of you, such a good good girl you are." Eventually he pulls the toy from her mouth and pulls her body up towards his face more. He kisses her on the lips with firm pressure and says, "OK sweetie, time to really sleep now. There's no more candy tonight. Maybe in the morning, if you're a good girl and snuggle in with me and sleep, ok?" The sleep was dark and dreamless. When they woke up, she even forgot about what had happened the night before, until, that is, when she slipped her tongue out of her mouth and tasted the dried residual candy from the night before. All the memories came back: her Uncle's toy rubbing against her bum, the sweet liquid shooting out into her mouth. She was awake and she wanted more. It was pure instinct. Her still-sleeping Uncle was wrapped around her, an arm over her little body. She remembered that it was her cute little fanny wiggling against her Uncle that first caused him to bring the toy out, so why not? Why not try again? Still pretending to be asleep, she pushed her bum against her Uncle. Nothing. She pushed again. Still nothing. She pushed against him one more time and shook it slowly. There was a stirring. Soon that familiar hardness took hold. The toy was back. "What are you doing?" Uncle purred, still groggy with sleep. "I want to play with your toy. I want to get more candy." "Mmmm. You're such a good girl." "Thank you." "You know what's better than candy?" "Nothing?" He laughed and rubbed his toy harder against her bum. She felt her pajama bottoms dig into her fanny and ride up between her thighs. "You're right. But if you keep being a good girl, I'll take you to the ice cream shop and you can have everything you want. Does that sound good?" "Yes please." "That's a good girl. Now you have to promise that you won't tell anyone about this, okay? Otherwise, you won't get any ice cream. Besides, nobody will believe you anyway." "Okay." "That's a good girl." Uncle's hand reached down across her stomach and slid under the waistband of her pajamas. He slipped his hand between her legs. Her face flushed and she parted her thighs despite herself. His fingers parted the lips of her cunt and slipped inside her tight little pussy. Her wetness surprised him. She gasped. "Did you like how my toy felt in her mouth?" he whispered into her ear. "Yes," she mouthed, barely audible. "This is going to be a hundred times better." His fingers slipped insider her and out quickly. The wetness between her legs soaked her pajamas. "Take those off," Uncle growled. "You're going to ruin them." She slipped them off. The cold air of the bedroom tingled her damp pussy. "Take your shirt off too." She complied, leaving herself totally naked in the room. Her mother had told her that it wasn't appropriate to be naked in the same room as another boy, but she didn't care. This was her Uncle. She trusted him. He rolled onto his back and pulled his shorts down. The toy was back and bigger than ever, she saw. He picked her up gently and placed her across his thighs. The toy pushed up against the cleft of her cunt. "Now, this might hurt for a minute. But after you get used to the feeling, this is going to feel better than having your mouth full of my candy." "Okay Uncle." "Are you excited?" "Yes." "That's a good girl. You're so good at pleasing me." He grabbed the base of his thick toy and positioned it at the opening of her tight young pussy. "This toy is going to go inside you. It's where it belongs. It will make you feel good. Is that what you want?" "Yes please." "You're such a sweetheart." He put his hands on her hips and pulled her down as he thrust himself up into the air. His toy filled her up and she yelped loudly as her wetness seeped down onto Uncle's toy. He withdrew and then filled her up again, his firm hard hands caressing her soft flesh.... The first invasion of the toy into her small body was a pain so intense it sparkled, causing stars to appear in her vision. She thought, idly, in the background, that something pushing into her shouldn't cause a feeling like pinching, but it did. She felt tears in the corners of her eyes although she did not feel sad at all. Even with the pain, everything felt right, like it was supposed to be this way somehow. The withdrawal of the toy hurt even more but also left her feeling empty; when it pushed back in she stifled a scream and the tears broke free, streaming down her face, dripping onto her uncle's chest. He reached up and wiped them off her cheeks. "You are so beautiful and perfect sweetheart. You're being so good and brave. Give it a second, it will feel better soon," he whispered at her. He thrust again and again, holding and stroking his trembling niece. Whispering words of comfort and encouragement to her. His fingers found her tiny nipples, her breasts just starting to swell and show. As he ran his fingers over them, pinching lightly, he finally felt her lose some tension in her body and her head fell back. It made him feel out of control and he sped up his thrusts, moving in and out of her tight little cunt more rapidly. When the pace increased, she let out a moan. Uncle was touching her chest and it felt really good. She had never noticed the small pink dots on her chest being something that felt good before. Her body started moving of its own accord, the pain faded away. She felt an intensity building in her, a pressure. She thought of the balloons at her last birthday party and how her father had blown up some till they popped. She felt like that, a balloon about to pop. "Uncle... I feel like I might pop," she managed to moan out. You're being such a good girl," he managed to gasp in a hoarse whisper. "Just do what feels natural. Let yourself go." He dug his hands into her narrow hips and pulled her tiny body down hard onto his toy. She yelped and the tears kept running down her cheeks, but now he noticed that she was smiling. "Oh god," she moaned. She'd never even uttered those words before but they felt appropriate. They felt natural. Just like the feeling welling in her body as she bounced on top of Uncle. Wetness seeped down between her legs, dampening her thighs. Uh oh, was she peeing? No, it didn't feel like that. It felt different. "Such a good girl." Uncle wrapped his arms around his niece's little body, running his hands down her back and grabbing the fleshy globes of her bum. He's not supposed to touch me there, she thought, but his strong, calloused hands felt good. Her erect nipples pushed against his broad chest. Every inch of her body was tingling. Her head tilted back. She wrapped her arms around Uncle to keep from floating away. He leaned in and whispered in her ear. His hot breath tickled her neck. "Let yourself go," he growled. That was enough. She closed her eyes and the world went white. Her body spasmed and shook. She lost total control of her body but her Uncle's strong arms held her tight. Her vagina--that was the word right? A girl at school had told her--tightened around her Uncle's toy and then released. Tightened and released. Tightened and released. She felt herself leave her body and in her mind's eye was looking down at the two of them, watching as her Uncle forced himself into her little body, splitting her in two with his wonderful toy, and admired her own form as it writhed with pleasure. She drifted back to earth but she couldn't stop her body from shaking. The waves of pleasure, like bites of hot fudge sundae, continued. Uncle was moving faster, holding her closer. Was he okay? "Oh god baby. Oh god." Suddenly he stopped thrusting and held her tight against him. The toy throbbed inside of her. He grabbed onto her sweaty body. Was he really going to do this? One more pleased whimper escaped her lips and it pushed him over the edge. He erupted inside her tight pussy, filling up her cunt. As the last shakes of his climax left his body, he kissed his niece's neck and gently placed her back down on the bed. She had never felt that way before. Was it a dream? She felt Uncle's toy slide out from inside her and she immediately wanted it back inside. She looked up at Uncle, so tall and strong, and smiled. Yawning, she closed her eyes. "Mmmm. Thank you Uncle. I'm tired." He looked down at his niece's body. So small and lithe. She looked between her legs, her thighs slick with sweat and her wetness. He watched as rivulets of his come seeped out from her slit. He needed to get her in the bath, he thought. Her parents were going to be there to pick her up in a couple hours. It was time to forget what happened and swear her to secrecy. She rolled over onto her stomach and buried her face in her pillow. As she did, she wiggled her tight round bum, arching it in the air and then bringing it back down against the sheets. He watched her ass wiggle as his niece dozed off and he hardened again. There's still time, he thought, as we walked back toward the bed with his cock in his hand. He paused at his dresser, rummaged around, there was some lube here somewhere... Finally finding it in the back corner of a drawer he approached the bed. She was breathing shallowly, her legs were akimbo, and he could see the wetness they had created between her legs still. She seemed so peaceful and innocent laying in the tousled bed. He wanted to absorb that innocence, and violate it, both at the same time. He ran his closed fist over his cock and shook his head. After everything else, why not this, why not more? She woke up when she felt the bed jostle. She was warm, comfortable, and oh so relaxed, but she sleepily opened one eye and looked back over her shoulder at her uncle kneeling on the bed over her. She saw his toy was back and hard again and this woke her fully. She started to roll over but he pushed her back to her stomach with his powerful hand. "No baby, stay where you are," he commanded, his tone dark in a way that surprised him. She shuddered as a tingle ran through her body from where her uncle's toy had just been up through to the top of her head. Something about his voice was different but it made her feel like something wonderful was about to happen again. She couldn't see what he was doing and gasped when she felt fingers spreading her bum apart and probing her. She bucked up and was pushed right back down with a firm "Stay". Then she felt something cool and slippery rubbing between her bum. It caused more tingles to shoot through her and she moaned. "Uncle - what is that? What is happening? Are we going to play with your toy again?" "Yes sweetheart, we are, but this time will be a little different. This time it might hurt again a little, but it will also get better again. And it will make me so happy and show me what a big girl, what a good girl, you are." He kept rubbing the lube around her tiny pink hole and very gently started to push a finger in, just the first joint, letting her adjust, then further. "Relax darling girl, just relax and let me do this." She tried her best to not fight against the invading fingers, but yelped in surprise when she felt a finger from his other hand nestle under her and rub her in a way that made her feel a rush of wetness between her legs again. She moaned and wiggled a little. Immediately the finger in her bum went in deeper than before and she gasped. The fingers under her continued to move though and she began to move her hips without really thinking about what she was doing or why; it just felt right. The fingers of both hands seemed to work in rhythm together, stroking back and forth, in and out. As his niece began to establish her own pace below him, he added a second lubed finger between her cheeks and gently worked it in as well. He felt her tense just a little at that, but soon she was rocking again and he used the two fingers to stretch her a bit. "Doing great sweetie, really great," he panted at her. "This next part is where it's going to feel different, ok." She nodded her head against the bed and mumbled something affirmative. Giving a few more strokes and stretches with his fingers, he eased them out and added more lube. His cock was as hard as he could ever remember it being and he took a moment to look at the small form spread below him. No woman had ever made him feel the way his niece was making him feel. He realized the time to consider whether this should be happening was long past as he reached under her stomach and pulled her up to her hands and knees. "Just like that darling, just like that." He held her fast with one arm under her and used the other to guide himself to that smallest of holes between her cheeks. The tip of his cock pressed there, and he thrust forward with force, pushing past the constricted ring of muscle, forcing the head in. His eyes fluttered and he threw his head back at the feeling of her so tight around him. He heard her sudden intake of breath and felt her squirm as if to escape, but it was a distant thing. He took a deep breath, still holding her tightly, and began to inch in further. He pressed himself into her, slowly increasing his force and slowly watching as he slid deeper into her ass. Halfway in now, he stared fascinated as the thick veins slid past her tight but yielding hole. She gasped, whimpered, and moaned, but she didn't cry. As perverse as it was, he was proud of her. "Such a good girl. You're making your Uncle feel so good." "Thank you," she moaned. Confident that her hole was fully ready, he thrust firmly into her bum until his lower abdomen was pressed firmly against her soft white buttocks. She stifled a scream. "Shhh. It's okay." "Why are you doing this? It hurts." "You'll see. It'll feel good soon. Now, I'm going to hold you up. You're safe. You're not going anywhere. I want you to take your hand and start rubbing between your legs. Where it felt good. Will you do that for me." She nodded. He watched as her right hand moved between her legs, disappearing under her slight form. It was time, he thought. He couldn't turn back now, not with his big hard cock buried up to the hilt in his niece's bum. He was already in, so he might as well fuck it. He slid out until his cock nearly exited and then slid back inside slowly. He repeated the motion, slowly speeding up until he was thrusting into her ass at the same pace as he had violated her cunt. It was a good thing he'd already come twice so recently. That's the only way he hadn't already erupted into her, he thought. He wrapped his hand around her hair and pulled her head up. He'd noticed that her grunts and moans had subsided and been replaced with faint, regular gasps that he recognized as pleasure. The hand between her legs had moved from languid strokes to vigorous rubs. He dug his hands into her hips and increased his stroke, taking perverse pleasure in the sight of his thick adult member being swallowed by the pale white globes of his niece's buttocks, sliding in between them with force and vigor as the tight pink muscle of her anus now eagerly accommodated his thickness as she dutifully and eagerly fingered herself toward climax... He wrapped one arm around her chest, felt her heart slamming against her ribs, her erect nipples pressing into his forearm. Suddenly she faltered in the rhythm of rubbing her pussy. "Uncle, I can't, it feels too... too...," she tried but couldn't find any words to explain it. He pulled her back against him and growled into her ear, feeling her neck damp with sweat. "You've been so good, such a big girl. You will put your hand back and continue to rub until I tell you otherwise though. Do you understand me?" At her shaky yes he licked the side of her neck and bit down, not too hard, tasting her sweat. He heard her moan and felt her fingers resume their pace at her clit. He pulled back up, pumping into her relentlessly, watching his cock move in and out of her ass, watching her arm piston back and forth as she rubbed herself. It was so hard to obey his order, but she resumed the furious pace of rubbing where he said. It felt so good it almost hurt, but it was nothing compared to the feeling of his toy in her bum. It felt three times as big there as it had before. She couldn't see it though, so maybe it was bigger? Her fingers were so slick that she had a hard time keeping her hand from sliding everywhere. One spot in particular gave a burst of intense pleasure each time she hit it so she tried to do that over and over. The intensity built and built until her gasps turned into a chant, "No, I can't, no, no, no, I can't." She didn't stop though; she wanted to make her Uncle proud. She rubbed and whimpered and rocked as her little body was held fast, squeezed, used. When the chant of "no" morphed into a wail of gasping and begging "please, oh please", he again reached under her and pinched her nipples, hard. He held fast as she screamed and bucked against him. "It's time baby. Let it happen, let yourself go over that edge. I know you feel it." She heard his voice, but it was coming from far away. Before she had felt like a balloon. Now she felt like she was on a roller-coaster, heading up, but faster than a real ride. Suddenly she reached the top and fell, screaming. She felt her body twist, and buck, and convulse. Her vagina throbbed again, over and over, ever more wetness seemed to come pouring against her hand. She felt like she was not in control of any part of her, and was still on the bed only because her Uncle's weight held her there. She felt safe, loved, and then things fuzzed out and went blank. Her hand dropped and she went limp, small shudders racking her body in spurts. He held her fast when she came in a frenzy. It was like having a wild animal under him but he held her, so amazed by what her little body was capable of. A fleeting thought that the intensity of her orgasm was likely in part due to her innocence about the whole matter made him thrust with even more abandon. He held her now shuddering and limp form up against him, held onto her hips firmly, and knew he wasn't going to last much longer. He had felt her pussy contracting and it had caused her ass to follow suit. "Oh my good girl, oh fucking god, sweetheart, ooooooohhhharrrrrgggh." He lost the ability to form words as he slammed in all the way and felt his orgasm rip through him, his seed bursting out of him deep into her little ass. He rocked and came for what seemed like forever, his cock pulsing inside her, so hot and tight. He didn't want to ever leave, and he kept himself buried in her for as long as he could, holding her, kissing her neck and back, gently caressing her small breasts. When he finally slid out, he stopped to watch his cum dripping out of her for a moment, then tested his ability to stand. His legs were a little shaky still, but he managed to walk to the bathtub and start a bubble bath for them. He returned to the bed and scooped her up in his arms. She immediately curled into his chest; she seemed half asleep. He carried her to the bathroom and, instead of just placing her in the tub, got in with her, cradling her against his chest in the warm steamy water and perfumed bubbles. He held her and stroked her gently like that for a few minutes before she raised her head and tilted it back to look at him. She didn't remember how she had gotten to the bath. Her bum was a little sore, but the warm water felt good on her body. She looked up at her Uncle, holding her, and smiled at him. "Uncle, you have the best toys. I hope I get to come stay with you again soon."