My Uncle Max

"Lily?" I heard my uncle whisper.

I pretended to be asleep.

He came fully inside the room, shutting it gently behind him. I noticed that he did lock the door behind him.

"Baby?" He came over and gently sat on the bed next to me. After a few seconds, he placed his hand on my lower back and began to gently rub it. He used to do this when I was a little younger, to help me sleep, and I immediately began to feel relaxed like I used to.

He kept this up for a few minutes, stroking up and down, and then I realized with each stroke he was gently pushing my t-shirt upwards. It couldn't go far because I was laying on it, but he easily enough managed to hike it up above my lower back...exposing my panty-clad bottom and about an inch or two of skin.

His hand soon began to stroke this patch of bare skin, feeling the muscles in my lower back, and caressing the curve of my spine. His touch felt wonderful and I thrilled at it.

I felt him shift slightly, and then I felt his warm soft lips and his mustache brush against my lower back. It sent a shiver all up and down my spine that I thought he must have noticed, but he didn't seem to pay it any mind, and kissed me again.

He shifted again, and moved until he could place both hands on my hips. I felt him lean his face lightly against me, inhaling my scent, and I heard him sigh softly.

His hands stroked my sides lightly, then ran over my back again, then slowly dropped to my ass. He cupped both sides and began to move his hands in slow circles. My skin felt all a-tremble as he touched me. The silk of the panties moved against my skin, feeling delightfully erotic.

He slipped the tips of his fingers into my panties and I felt his hands on my ass for the first time. He resumed his circling, but this time he began slowly pushing the sides of my panties together, towards my ass crack.

I think I died a little. Would he really touch me there? The question was answered soon enough, as the panties got pushed further and further in....until he finally ran a finger underneath them, all the way down my asscrack. I must have twitched, for he stopped and held there for at least a moment. But it seemed he couldn't help himself, for he soon enough went back to stroking.

I felt him run his finger over my little bud, and almost died in embarrassment...but he seemed to find especial fascination in touching it. I had never had anyone touch me there, not even myself, and it felt decidedly strange. My legs felt weak and I felt powerless, as though he could do anything.

He continued touching me, stroking. At one point he shifted his body, moving mine a little and causing my legs to rub against each other. It was at that point I realized I was quite wet.

As last night, though, he continued stroking me for some time...then, leaving the underwear bunched up in a crack, he quietly left the room. Leaving me wet and confused with the conflicting feelings. He was my uncle!

But, as I furiously humped my balled up fists again, my body didn't seem to care all that much.

The next night I was prepared. I let him send me off to my bed. I waited an hour or so, then got up. Grabbing my teddy bear, I made my way to his room. I knocked, and he came to the door.

"Lily honey? What's wrong?"

"I had a bad dream, uncle. Can I stay with you?"

He hesitated, perhaps a fraction of a second, then said "Of course, sweetheart. Come in."

He took me to his bed, and although he tried to keep me at arm's length I immediately snuggled into his arms. I cuddled up right against him, and when I felt something hard lightly brushing against my ass, I moved up right against it and was rewarded with his soft groan.

"Thanks, uncle," I murmured. Then I did something I wasn't planning. I was so comfortable with him, I fell asleep!

I needn't have worried, though. I awoke sometime later. I did a mental checklist and found...

My shirt was hiked up to my shoulders. Both of my breasts would have been exposed...but instead, he was cupping both. His right arm was over my right shoulder and cupping my left breast, and his left went under my left arm and cupped the right one. It was kind of pretzel-ish, but it didn't matter because both of my nipples were erect and hard, pressing into his palms, as he squeezed them, molested them, and generally enjoyed himself with them. He was grinding slowly into my ass, and I felt totally trapped and was not entirely surprised to realize I was soaking wet.

Eventually he dropped one of his hands away and I was surprised to feel the intense disappointment that shot through me. Was he already done? Had he reconsidered? Had he noticed I was awake? I was embarrassed and afraid to realize I really had enjoyed his touch and wanted more.

But no, instead, I felt him lift his head. He was quiet then for a short time, and I imagined him looking down at me. I didn't even dare flutter my eyelashes. I wondered what he thought. Was I pretty to him? I desperately hoped so. I knew what he was doing was wrong...still, he was my beloved uncle and I needed and wanted his approval.

Suddenly I felt something warm and wet over my left nipple. I bit my cheek so I wouldn't gasp, and dared to open one eye. The room was dim, but by the moonlight coming from the window I could just see Uncle Max's head, his mouth over my nipple! I felt his mustache brushing against my skin, and I immediately closed my eyes again and resumed my deep breathing.

He suckled tenderly on my nipple. I had never felt anything like it. I was well past the point of asking him to stop, and anyway, I trusted uncle Max -- I knew he wouldn't ever hurt me. I simply lay back and drowned in the new feelings coursing through my body.

I had no basis for comparison but it seemed to me his tongue was quite talented. My head was spinning. He drew his teeth across it, but so gently I could barely feel it. Obviously he was still trying to let me sleep. His other hand continued caressing my left breast, the one closer to the bed. I was awash in my young arousal, feeling safe and warm and totally helpless at the same time in his arms.

His hand began to slide down my belly toward my panties. It inched past my belly, touching the matching little beauty mark I had just below my belly, then lifted the edge of my panties. He let my nipple slide out of his mouth, and I felt it, still wet, as the air cooled it. Uncle slowly slid his hand in.

I had learned from Susan that she trimmed her pubic hair, and she had told me how to do it, too, and had even lent me her trimmers. I had tried right away, and had liked it so much that I had shaved it into a sort of strip going straight down. My hair being blonde as it was, it was thin and silky soft anyway. I felt his hand run over my mound, and I actually heard a low audible gasp from him as he discovered my neatness.

He stroked my mound for a bit, almost petting me. Reassuring me. Keeping me deep in sleep. His fingers explored the bare skin, then ran down the strip, then went back to touching the smooth bare skin as if he couldn't believe it. Finally, again with that infinite slowness, he slid one finger down into my crotch.

I nearly gave it away when his finger touched my clitoris. To my own surprise it wasn't uncomfortable like when my jeans rubbed against it, but almost...electric. He slid his finger lower and I realized I was quite wet from his touch. Dipping a finger just barely into my juices, he slid his finger over my clit. I couldn't help it, I moaned ever so faintly.

His hand immediately stopped and I sensed him studying me. I kept my eyes closed and my breathing even, though it was hard. I had to admit I felt downright filthy. I was laying in my uncle's bed -- my father's younger brother -- with my shirt pulled up to expose my young breasts, my uncle's hand down my panties, him fingering my clit. But I felt hot and beautiful and sexy at the same time, and was determined not to ruin it. When I thought back to it later, wasn't this what I had kind of hoped for, in my wildest dreams? Wasn't this why a teenage girl would sleep in the same bed with her uncle, and sit in his lap, and kiss him, and cuddle him?

The minutes went by, and I began to fear he might truly stop. Instead, he began to rub my clit again.

His finger was rough and felt positively divine. His hand explored my folds, touching, stroking. He stroked in circles around my clit, then down the length of me, and at one point even slipped the very tip of his finger inside me. I was tight, though, and he didn't try to go any further.

I had to suppress a whimper when he took his hand away again. There was a moment, and then I felt his fingers hook the top of my panties.

He began to tug my panties down. He gently removed his arm from under me. I don't know how long this all took but he never once rushed, never jostled me. I began to feel like it was some sort of dream state.

He slowly pulled my panties down around my thighs, exposing my bottom and my hips. He laid back and for a minute, didn't touch me. I was left wondering what he was doing.

Suddenly I felt the same hardness from earlier press against my bottom; only this time there was no fabric between us. I realized he had removed his shorts. He rubbed it against me, and I felt some sort of wetness on my skin. His hand slid around to my ass, and squeezed that. Then he spread my cheeks and I felt him run his finger up between them, lingering on my little asshole, as he had done the previous night. His finger went in circles around it and then slowly up and down my crack.

His hand came back around to the front, and he gently lifted my thighs apart. It was easy enough to turn with him, pretending to be still sound asleep, as he rolled my body just enough to get freer access between my legs. His hand snaked down there again, and I bit my cheek hard as I realized there was nothing there to hinder his access. And indeed, he wet his finger again and then began to stroke my clit, steadily, maddeningly. Periodically he would wet his finger and maybe even open me just a little, and then go back to the intensifying stroking.

Soon enough, I couldn't lie still. Even with constantly telling myself to be quiet, my hips began to respond on their own and I began to arch my back to meet his finger. I didn't know if he still thought I was sleeping, and I didn't care. My mouth opened, and I panted gently.

His hand made me melt as he rubbed. My thighs were sticky with my own fluids. I couldn't hold it back any longer and moaned. I heard his soft groan in response, and his gentle rubbing turned a little rougher and more intense. His other hand gripped my breast, and rolled the nipple between his fingers.

It felt only vaguely like when I rubbed myself. The feelings were about a thousand times more intense. I cried out, and grabbed his arm. I felt wave after wave of pleasure hit me. I barely knew where I was -- and then as he flicked my clit just so, I came, curling my toes up and digging my nails into his arm. All I could do was say "Uncle Max...Uncle Max...Uncle Max..." over and over again.

I slowly came down, as he rubbed me gently, and soothed me. I lay in his arms, sweaty, half-naked, and with my legs fully open now. He let me lay there, caressing me, for quite some time. Finally he spoke.

"How long have you been awake?" he whispered into the dark.

I hesitated, embarrassed, but thought it best to tell the truth. "Since the beginning."

Silence for a few minutes, although he didn't move his hands. Then he said, "I shouldn't have done that, sweetheart. You have every right to be mad at me."

I felt the emotion swell up in me so hard I thought it would burst. That had been the most wonderful experience of my life. Not knowing how to tell him I turned in his arms -- I was intensely aware of my nipples scraping across his bare chest -- and kissed his mouth, clumsily.

His arms immediately went around my back. He pulled his head back and looked deeply into my eyes. What he saw there must have satisfied him, for he gently drew me to him and kissed me expertly.

I had never thought my first kiss would be with my uncle -- but then I had never thought my first kiss would be so damn good. I had been led to believe that most boys were terrible kissers, all saliva and no passion, but then my Uncle Max wasn't a boy. His lips met mine, his mustache tickling my face, and then his tongue was in my mouth, gently exploring, and he tasted so good. It ran over my lips, and when it touched my tongue it was like velvet fire, reawakening the senses he had just awoken. He sucked on my tongue, and then my lip, and I was surprised to find myself all a-tremble when he finally moved back.

I lay my head on his chest as he stroked my back. I thought about it, then shyly lifted myself up a little, just enough to remove my top. I cuddled back down in his arms naked.

He groaned, deeply. "This is wrong, Lily, but it feels so good. Why aren't you telling me to stop?"

I reached up and caressed his face. "I love you, Uncle Max." I whispered. "I'm not mad at you. It...felt good to me, too." I wanted desperately to ask him if I could touch that hard thing pressing against my thigh but I was afraid to.

His hand wandered down my neck, over my back, squeezed my bottom, slid up, and returned to my bottom. His other hand was wrapped in my hair, playing with it and even tugging it a little. I found this oddly pleasant.

We lay in silence for a short time. I was the first one to speak. "Uncle Max?"

"Yes, my dear?"

I lifted myself on my elbows to look at him. "Am I pretty?"

I actually saw him blink in surprise. "You...why, you're beautiful, baby. Why would you think otherwise?"

"Do you like...did you like touching me?" I couldn't meet his eyes.

He groaned. "If I could tell you how nice it was..."

I swallowed, my throat dry. "Then...can I touch you? Will you show me how?" My voice was barely a whisper. When his came back it was hoarse.

"Would you like that?" Our voices wrapped around each other in the darkness.

"Very much."

He exhaled, a deep long breath. "Are you sure?"

I just nodded, then, remembering he couldn't see me, said "Yes."

"All right. But listen -- you can stop whenever you want, OK?"

"Ok," I said.

His hand found mine in the dark. He caressed my small hand, and brought it to his mouth, and kissed it. He drew it down his chest, against the warm skin. I felt the hairs on his chest, and the muscles underneath. He continued drawing it down to his belly. I was trembling, but from excitement, not fear.

He opened my hand gently and wrapped it around...something. Something that felt as hard as a rock, but with silky soft skin and that jerked as though alive in my hand. I heard him gasp as I involuntarily tightened my hand.

"What do I do?"

I heard him chuckle softly and I pouted. "Don't laugh at me, I've never done this before," I said, without realizing what I was saying. When I did, I blushed. He was quiet for a moment, his hand wrapped around mine on his...penis.

"You've never touched a man's cock before, or you've never been with a man before?"

Blushing, I responded. "Either."

He inhaled, deeply, his breathing became more urgent. He groaned my name, and I was surprised to feel shivers down my spine. "Oh, Lily. Why not?"

I shrugged. "I don't know, uncle. Is that bad?"

His other hand found my face and stroked it. "Oh, no, no, no, my sweet girl. Not even a little bad."

Keeping his hand wrapped around mine, he said. "I'll show you what to do." And began sliding my hand up and down against him. My hand was small and couldn't close around him properly but he didn't seem to mind. His breath came in quick short gasps, and gasped something to me, which I couldn't understand.

"What, uncle?"

"Can I turn on the lamp?"

I hesitated, and then said, "OK."

He reached up and touched the touch-lamp by the bed. The light came on at its dimmest, though still brighter than candlelight, and I could see his face and he could see mine.

"Do you love me, Lily?"

"I do, uncle Max."

"I love you too, baby." And so saying, he began to stroke my hand up and down in earnest, his eyes never leaving my face. I glanced down and saw his...cock for the first time, swollen and filling up my hand. I looked back into his face, and saw his eyes were half-slitted with pleasure. I hesitantly moved my head down to get a closer look at it.

It looked more than a bit scary, and yet I felt a tingle in my loins when I looked at it. It was smooth, and I could see some sort of moisture leaking out of the top.

I looked back at him and saw he was watching me, through his half-opened eyes. He nodded encouragingly, and let go of my hand, indicating I was to keep doing it. I did, feeling decidedly naughty.

He still looked ever so slightly unsure, and I wondered what I could do to reassure him that I was, in fact, ok with this. Since my kiss had reassured him last time, I thought I'd try it again. Only this time -- I kissed the tip of his cock.

I guess that uncle had been pretty close all this time, for that was all it took. He grunted, and bucked his hips upward, and he came.

He hit me right in the face with it. I didn't move fast enough to close my mouth, and a shot caught me in the mouth. The others went across my face, eyes, and nose, before I had the presence of mind to move away.

I had totally not been expecting it in my mouth and I coughed a little as I swallowed. I panted, leaning over him. I didn't realize how good I looked to him, covered with his come, my hair hanging in my face, until he pulled me down to his chest and kissed me fiercely.

I'm sure he could taste his own come in my mouth but he certainly didn't seem to care. He kissed me hard; almost enough to hurt, and his hands gripped me until I whimpered in protest. He immediately relaxed his grip.

"I'm sorry my dear. I was just so...caught up. That was wonderful."

I tried to wipe my face and only ended up smearing it. I looked at my hands and looked at him mournfully, at which he laughed.

"You are the cutest thing I have ever seen in my life, my niece." I was happy, and smiled bashfully. "Really, uncle?"

"Yes. And as a matter of fact I'm going to show you."