Watching Shannon (Mg; tease; voy; mast; mast_solo; oral; ped)
By Neverlander
(c) February 2008

"We can just think of it as an experiment," Dawn said, placing two cups 
of coffee on the table and sitting down.  "We'll just try it for a 
while and see what happens."  It was late Saturday morning, and they 
were sitting in the kitchen of Dawn's condo.

Alex took the coffee and stirred in a spoonful of sugar.  His luggage 
was still piled in the living room, but he was glad for the opportunity 
to relax and chat with Dawn before he unpacked.  The situation was 
unusual, and it would be good if they understood each other's 
expectations from the start.

When he took the contract at Euphonics, Inc. Alex knew that Dawn worked 
there, since they had kept in touch since they had split up as a 
couple.  They were proud of their relationship; very few other people 
they knew of had handled the end of a romance as sanely and in as 
intelligent a manner as they had.  They had discovered that they made 
much better friends than lovers, and saw no reason why they need shun 
each other just because the nature of their relationship had changed.  
They truly liked and valued each other, and the waning of their sexual 
passion in no way affected that.

"Does she know yet?" Alex asked.

"Of course she knows!" Dawn replied.  "I couldn't very well make a 
decision like that and not tell her."  She took a swig of her coffee 
and shook her head.  "You haven't changed a bit, Alex," she said.  
"You're a smart man, but God, sometimes you are so dense!"

Alex shrugged.  "Guess that's part of my charm," he said sheepishly.  
He smiled affectionately at Dawn.  He almost missed the way she needled 
him.

"Right, charm," she said, smiling and shaking her head.  "Actually, 
she's totally on board with it.  She's a very realistic kid, mature for 
her age."

Alex had been the one, if fact, who had had doubts about Dawn's idea 
when she had broached it to him over lunch during his first day at 
Euphonics.  "I have a problem," she had said, "and I think you're the 
perfect solution!"  She had gone on to explain that she had accepted 
the position of manager of the customer service department at 
Euphonics.  She had agreed to take on the first night shift, from six 
in the evening to 2:00 AM, serving their important Asian customers, 
because it paid almost twice the daytime shift.  Money was tight these 
days, she said.  She had never gotten any support from Shannon's 
father; didn't even know where he was, in fact.  Her problem was that 
she didn't feel right about leaving her daughter alone so much of the 
time, especially at night.  In addition to that, it made it difficult 
for her to have a social life.  She had a steady boyfriend now, and 
whenever they wanted to spend some time together, it necessarily 
involved getting a babysitter lined up.

"So," she had said after explaining this all to Alex, "I got to 
thinking that things would be a lot better if I had a roommate -- 
someone I could trust who would keep an eye on Shannon when I wasn't 
there, someone whose work hours weren't as crazy as mine -- someone 
like you, Alex."

He had resisted at first, but she was very persistent.  She pointed out 
that he still didn't have a permanent place to stay in town (he was in 
a motel until he found a place), and she would charge him practically 
nothing for the room -- exactly nothing, in fact -- and Shannon knew 
him, she would feel comfortable with him.  "And," she had added, "we 
both know you're not exactly a wild night-lifer, Alex -- you always 
preferred staying home with your books."  That was true, he had to 
admit; it still was.  In fact, it was one of the reasons they had 
drifted apart, since Dawn was more of a party animal.

In the end he had agreed -- he would move in and share Dawn's condo 
with her and her ten-year-old daughter Shannon.  He would be, not her 
babysitter exactly, but a sort of surrogate step-father.  The impact on 
the rest of his life would be minimal -- he was free to go into work 
during the day, or work from the condo via his computer.  He only 
needed to be at Euphonics a couple of days a week, to have meetings 
with the group of engineers he supervised, so he would in fact be home 
most of the time.  In short, his only responsibility would be to watch 
Shannon -- to keep her company, and keep her safe.  Contrary to Dawn's 
original offer, he insisted that he pay her for the room, half her 
mortgage payment, in fact.  She protested, and insisted in turn that 
half would be too much.  They finally settled on a one-third 
contribution from him.

They discussed the details and ground-rules -- he would usually prepare 
dinner for Shannon ("That's another reason I chose you," Dawn said -- 
"You're such a great cook!"), make sure she did her chores and got to 
bed at a decent hour, help her with her homework.  If either of them, 
Dawn or Alex, had dates, they would not bring their partners home -- 
the situation was confusing enough for Shannon as it was; no sense 
adding to it.

"Good!" Dawn said finally, obviously happy with their arrangement.  
"I'm going to make sure your towels and sheets are ready -- make 
yourself at home, roomie!"  She gave him a brief hug, and went out of 
the room.

Alex sipped his coffee for a few minutes, then looked up as the kitchen 
door opened.  The door led to a deck at the rear of the condo, and 
there, framed in the doorway, was Shannon.

It had been two years since he had seen her.  She was eight when he and 
her mother had started dating, and he remembered her as a lively girl, 
small, very quick and agile, with long tresses of wavy strawberry-blond 
hair.  The three of them had been a close little family during the 
months he and Dawn were together. On outings he would often carry 
Shannon on his shoulders, light as a feather she was then, and 
affectionate -- he wondered if she would remember him now.  The Shannon 
standing before him now was tall and much more grown up.  Her hair was 
the same mass of dark blond luxuriance, but it was pulled straight back 
from her forehead and gathered into two fluffy ponytails.  She was 
wearing a short, loose sundress, light blue with a pattern of darker 
blue flowers, and was carrying a beach bag in which a towel and a 
stuffed teddy bear were visible.  Clunky blue sandals were on her feet.  
But that wasn't what caught his attention.

The morning sun was behind Shannon as she stood in the doorway, and the 
light streaming through the thin dress made it virtually transparent 
from where Alex sat at the table.  He was able to see the outline of 
her slim figure, descending down her sides to her waist and curving out 
over her hips, then down the sweep of her long legs.  The bright sun 
provided enough illumination to reveal the panties she wore under the 
dress, brief bikinis with a pattern of hearts.  They were tight fitting 
and made a small triangle of light where the sun shone through between 
her slender thighs.  Alex stared, momentarily speechless.

After a few seconds Shannon broke the silence.

"Uh, are you Alex?" she asked.  "My, you know, my babysitter?"  She 
rolled her eyes.

Alex blinked and found his voice.  He smiled and got up to greet 
Shannon, extending his hand.

"Yes, I'm Alex," he said.  "But think of me as a roommate, not a 
babysitter.  Besides, we're old friends."

Shannon took his hand and looked up at him dubiously.  Then she 
brightened a bit and said, "Oh yeah, I remember you now!  I was real 
little then and it's kind of hard remembering things from back then."  
Alex smiled to himself -- the old lady of ten recalling her distant 
youth.

Shannon walked to the table and plopped herself into a chair, dropping 
her bag on the floor.  "I was over my friend Gabby's house and we're 
going to the lake, but I thought I'd come back and say 'Hi' first.  So 
-- Hi."  She splayed her legs out in front of her and crossed her arms 
in front of her chest, looking at Alex.

"I'm glad you did," said Alex, "I've been looking forward to meeting 
you again."

"Yeah, me too, I guess," she said.  "But it's kinda ... well, you gotta 
admit it's sorta weird Mom asking you and all.  I mean -- you guys were 
going out, right?  Back when you knew us before?"

"Yes, we were," Alex said.  "But, like they say, things didn't work 
out.  That doesn't mean we can't be friends, though, right?"

"Huh!"  She twisted her mouth to the side and frowned skeptically.  "I 
guess.  If you say so.  I still think it's strange."

"Unusual, maybe," said Alex, "but not strange.  I don't think so 
anyway."

Shannon was silent for a few moments.  "So, you and Mom work at the 
same place?"

"Yes," Alex replied, "on different schedules."

"Yeah, Mom works nights to get more money.  I guess you have a good 
job.  Are you rich?"

"I wouldn't say that!" Alex laughed.  "I do all right -- but I'm not 
rich.  I have to work just like anybody else."

"But I guess you make more than Mom, huh?"

"Yes, I suppose I do -- not that it matters."

Shannon shrugged and fiddled with her rings.

"Do you have a girlfriend?" she asked suddenly.

"Not at the moment," said Alex, raising his eyebrows.  "Why?"

"No reason," Shannon said, "just curious.  Mom does, you know.  I mean 
she has a boyfriend.  His name's Dennis."

"Yes, I know," Alex replied, "she told me."

"And it doesn't bother you?" Shannon asked.  "I mean, if you thought 
you were going to get back together and all..."

Alex smiled.  "No, it doesn't bother me.  I told you, we're just 
friends now, good friends.  You're the reason I'm here, not her.  You 
know what I mean?"

Shannon shrugged.  "I guess," she said.  Then she stretched and stood 
up.  "Well, I gotta get to the lake," she said, scooping up her bag and 
heading for the door.  "Guess I'll see you later."

"Right," said Alex.  "We'll have a nice relaxing weekend before we get 
down to the serious business of babysitting on Monday."  He made a mock 
stern face.

"Yeah," said Shannon, "right, whatever."  She opened the door to go 
out, then stopped and turned back to him.  "It ... it's nice to see you 
again," she said.  "I guess I'm glad you're here."  Then she bounced to 
the door.  "See ya!" she said brightly, and was gone.

Alex stood for a few moments, watching her through the window as she 
traipsed off to meet her friend.  Dawn came back into the kitchen a 
minute later.

"I heard you talking with Shann," she said.  "You two get reacquainted?  
Things go okay?"

"Great," he said.  "I was worried, I admit, but she seems fine."

"Good," Dawn said, "I was worried too -- but only a little."  She took 
her purse and went to the door.  "I've got a few errands to run.  Why 
don't you get settled in, and I'll see you later today.  Shannon should 
be back about four or five, then maybe we can go out to eat."

"Sounds good," he said, "see you later."  After Dawn left Alex sat down 
at the table and sipped his cold coffee, deep in thought.

They're still there, he thought to himself -- those feelings, like 
little nagging devils prodding at me. Nobody knew about this hidden 
side of him -- nobody.  The thrill he had experienced a few minutes ago 
when he saw through Shannon's dress was something he couldn't control.  
It seized him and aroused him, and literally made his knees weak.  For 
as long as he could remember he had been irresistibly attracted to 
little girls, pretty little girls like Shannon.  The fact troubled him, 
but girls between the ages of about nine to twelve excited him 
terribly, especially on those occasions when a careless gesture or a 
gust of wind afforded him a view of panties under a little girl's 
skirt.  Whenever that happened his heart raced and his penis stirred.  
He hadn't been tempted for a long time, but when Dawn first suggested 
his moving in with them, memories of Shannon started coming back to 
him, memories of her running around in short little dresses, memories 
of her warmth as she rode atop his shoulders with her legs straddling 
his neck.  When he had initially resisted Dawn's suggestion, he had 
offered flimsy excuses of not wanting to upset her household, or impose 
himself on her space.  But now, he asked himself if his real reason was 
that he was afraid the old temptations might surface and cause him 
problems, and he had to admit that the answer was "yes".  And asking 
himself another question, whether deciding to move in with them after 
all, and the fact that he was excited about it, also had to do with 
those temptations -- the answer to that was "yes", too.

So here he was, a forty-five-year-old man who was skating dangerously 
close to being a closet pedophile, about to move into a house where he 
would be keeping constant unsupervised company with a very pretty ten-
year-old girl.  On the one hand, he wanted to be a responsible adult, 
protecting the child of a friend who trusted him.  On the other hand, 
he felt like a kid who has just been put in charge of a candy store.

* * * * *

Alex had only one meeting at Euphonics on Monday, although it lasted 
most of the afternoon.  He just had to make sure the database designer 
and user-interface developers were on the same page, and once that was 
done the rest was just busy work.  He'd be able to keep track of their 
progress over the network from home for the rest of the week.  The 
meeting ended on schedule, so there was no problem getting back to the 
condo before Dawn left for her shift.

He pulled into the condo's driveway at about four-thirty.  Dawn was in 
the kitchen grabbing a snack before she had to leave, so he stopped by 
to chat for a moment before heading for his room.

"You're early," she said when he walked in.

"Yeah," he said, "didn't want to be late my first day on the job."

"Very conscientious," she said, "but you really don't have to sweat it 
too much.  It's okay if Shann's alone for an hour or so after I leave."

"Noted," he said.  "Where is she, by the way?  She's home from school 
by now, right?"

"Oh yeah," Dawn said, "she gets home anywhere from three-thirty to 
five, depending on whatever activity she's involved in after school.  
She's upstairs, doing homework, I think."

Alex put a grocery bag on the counter, and pulled out a half dozen 
apples, which he put into the fruit bowl Dawn kept on the counter.  "I 
picked up a few things," he said, "for general consumption."

"Cool," said Dawn, and helped herself to one.  "I'm just about ready to 
leave, just need to grab a couple of things, then I'm off."  She left 
the kitchen and went up the stairs to her bedroom.  Alex put away his 
groceries, then headed up to his own room to stow his briefcase and 
shoes.

There were three bedrooms in the condo, along a short hall upstairs.  
Alex's was at the top of the stairs, across from a bathroom.  It was 
the largest of the three rooms upstairs, and would serve as his office 
as well as his bedroom.  Dawn's room was at the far end of the hall, 
and Shannon's was across from hers.  When Alex came up the stairs, he 
noticed that Shannon's door was ajar.  Thinking to say hello, he walked 
down the hall and popped his head into her room.  He started to say 
something, but stopped when he saw her.  She had been studying, lying 
on her bed with a book, but she had fallen asleep.  The book was open 
on her pillow, and she lay on her stomach with her left arm hanging 
over the side of the bed.  She was wearing a blue denim skirt that had 
ridden up over her bottom, exposing her underwear, pink cotton panties 
edged with white lace.  Her right leg was extended straight behind her, 
but the left was pulled up, her knee bent as if she were climbing.  The 
position she was in provided a clear view between her legs of the thin 
crotch of her panties.

Alex froze.  He hadn't been expecting this, and was momentarily 
stunned.  He was also instantly aroused, and felt the stirrings of an 
erection as he stared at the sleeping girl.  He knew that he should get 
out of her room quickly, since Dawn would be coming through the door of 
her room at any second, and it would be very awkward if she found him 
with his eyes fixed between her daughter's legs!  But the view was so 
enticing, and the urge was almost overpowering, the urge to steal into 
the room for a close-up look at that adorable little bottom.  For what 
seemed like an eternity of nerve-wracking indecision, Alex finally 
managed to pull himself away from the tantalizing display, and went 
into his own room -- just in time, as it turned out, since Dawn walked 
down the hall just as he was closing his door.  She called "Ta" to him 
as she passed, on her way downstairs and off to work.

Alex's heart was beating a mile a minute as he stood in his room 
listening to Dawn leave.  He thought of what lay just on the other side 
of his wall, and it occurred to him that nothing stood in his way now 
if he wanted to get another peek of Shannon in her panties.  Quietly he 
opened his door, and moved towards her room again, anticipating 
kneeling down beside her bed, leaning close to gaze between her legs 
and...

"Oh, hi!" Shannon said.  She was sitting up in her bed, yawning.  
"Guess I fell asleep reading.  History is so boring!  You just get 
home?"

Alex suppressed any expression of disappointment as he looked at her 
from the doorway.  "Yes," he said, "I came in just as your mother was 
leaving."  He turned to leave.  "I, uh, I have a little work to do, 
then I'll be starting dinner.  See you downstairs later."

"Okay," she said, and picked up her history book.  She squeezed past 
him through the doorway and trotted downstairs.

Alex went back into his room and kicked off his shoes.  Then he sat 
down at his desk trying to calm himself.  He thought about Shannon, and 
looked at the bulge in his pants that still hadn't gone down.  Seeing 
her like that had aroused him terrifically.

Get a grip, he told himself.  Jesus, not even through the first hour of 
the first day, and already you're a horny wreck!  Come on, man, don't 
blow it.  She's awfully cute, but don't ... just don't blow it, okay?

He organized his work papers to get his mind off Shannon, and when he 
was presentable -- that is, when he no longer had an obvious hard-on 
showing through his pants -- he went downstairs to start on dinner.  It 
would be something simple tonight, just spaghetti of some kind.  After 
locating a jar of sauce, he put on a large kettle of water to boil.  
Then he wandered into the living room to wait until it was ready for 
the pasta.

Shannon was sitting on the couch with her history book.  He did a 
double-take when he looked at her, and it took him a couple of seconds 
to realize why she seemed different to him -- it was because she was 
wearing eyeglasses.  He gave her a little wave as he entered the room.  
When she didn't respond, he greeted her with, "Hi."  She looked up from 
her book, a bit startled.

"Oh!" she said. "Hi -- I didn't see you come in."

"I didn't know you wear glasses now," he said.  "When did you get 
those?"

"A couple of months ago," she said.  "I just need them for reading."

"That's unusual," Alex said.  "Usually, when kids need glasses it's 
because they have trouble seeing long distances, not reading."

"Well, I guess I'm unusual, then," Shannon replied, removing the 
glasses to look at him.  "I'm special."  She crossed her eyes 
comically.

Alex laughed.  "I could have told you that," he said.  "You're a very 
special girl."

"Hm," she said, not knowing quite how to respond to that.  "Well, 
anyway, I need them to read, including this dumb history book."  She 
replaced the glasses, and picked up the book again.  She opened it, but 
put it down again almost immediately, and picked up a small video game 
that was on the couch next to her.  She began thumbing away at the 
buttons with rapt concentration.

Alex smiled, and picked up a newspaper that was on a table next to an 
easy chair in the corner, diagonally across from Shannon.  He sat in 
the chair and began perusing the paper.

After a few minutes, he got up and went into the kitchen to put the 
pasta into the water.  Returning to the living room, he sat down again 
and picked up the paper.  While he was reading he glanced over at 
Shannon.  She was sitting slouched down on the couch as she played the 
game, with her legs straight out in front of her.  There was a scrape 
on her right knee, where she had skidded on the ground during a soccer 
match at school.  A real tomboy, thought Alex, smiling to himself.  Bet 
she's a fast runner with those long legs.  Her skirt had ridden up, and 
once again he found himself looking at her pink panties, this time from 
the front.  He tried to read, but it was impossible for him not to keep 
looking up to peek under Shannon's skirt.  He didn't want to be obvious 
about it, so he only stole brief little glimpses.  At one point she 
looked up at him, and he quickly averted his gaze, embarrassed that she 
may have caught him in his voyeuristic peeking.  But she didn't say 
anything, and just went back to playing her game.  And then it hit him 
-- she couldn't see him!  With her reading glasses on, he was no more 
than a fuzzy blur to her.

He decided to test it -- looking over his paper, the stared directly at 
her.  When she looked up at him, he kept his gaze fixed on her.  She 
didn't notice, and returned to her game.

Well, this is interesting, he thought to himself.  I wonder if I 
could...  Quietly putting the paper down, he fixed his eyes on the 
little girl's crotch as he moved his hand to his own, and began to 
stroke himself through his pants.  He grew hard quickly under his 
pleasuring hand as he looked up her skirt.  After a few minutes, she 
shifted her position, and lay along the length of the couch with her 
head on one of the armrests.  Her knees were raised, and he was able to 
see under her skirt to the bottom of her thighs and the little pink 
crotch of her panties peeking out between them.  She was totally 
absorbed in her game as Alex stroked his erection, watching her.

This is crazy, Alex thought to himself.  I really have to stop this.  
But what if I -- no, I can't risk that ... but if she really can't see 
me ...  maybe, just a little...  Fully aroused now, he surrendered to 
temptation and took his excitement to the next step: moving his hand to 
the zipper of his pants, he slowly pulled it down.  Then he reached 
into the fly of his boxers and carefully brought his cock out into the 
open.  He hesitated for a moment, watching for any sign that Shannon 
might be about to take off her glasses.  When he was sure that it was 
safe, he grasped the shaft of his erect penis and began to stroke it 
slowly up and down.  He was really excited now.  The pleasure of his 
hand passing over the head of his naked prick was sweetly intensified 
by the sight of the little girl's smooth legs and the tantalizing 
glimpse of her panties.   Oh man, this is so good! he thought.  It's 
like that fantasy where you watch a girl through a one-way mirror -- 
God, this is good!  Here he was, masturbating right out in the open in 
front of Shannon and looking up her skirt, and she was totally 
oblivious -- it was just too delicious!  Jesus, I am such a perv, he 
thought -- why do I love this so much?

Alex came very close to orgasm as he looked up Shannon's skirt, but 
managed to stop himself at the last moment.  That would have to wait 
until later tonight, he told himself.  Discreetly (and with some 
difficulty) pushing his cock back into his pants, he got up and went 
back to the kitchen to finish preparing dinner.  Shannon joined him a 
few minutes later, without her glasses, and set the table.  They had a 
pleasant meal together, talking about what she remembered of the time 
when she had known him before.  As she chattered away, Alex smiled, 
thinking about how he'd been stroking his cock in front of her just a 
half hour ago -- if she only knew, he thought, if she only knew!

Later that night in his bed, Alex thought about what he had seen and 
done that day, and lowered his boxers to free the erection those 
thoughts provoked.  "Oh my God," he moaned softly, "so beautiful, so 
adorable -- that gorgeous little ass, those little panties -- ohhh my 
God..."  He began to fondle his penis, teasing it up to full erection, 
tormenting himself with memories of the little girl's skirt pulled up 
over her bottom, tempting and exciting him.  He deliberately tantalized 
his cock with feather-light touches while he thought about her, 
taunting himself over his frustration with not being able to see more 
than he did.  And she's just on the other side of that wall, asleep in 
her bed, in her little nighty...  When he finally came, it was with an 
intensity of sweet, urgent pleasure he hadn't known in a long time.  He 
knew that he was driving himself deeper into his old obsession and 
addiction, but he didn't care.  Shannon excited him so much, and he 
needed more.

* * * * *

A couple of weeks later Alex was at his desk late in the evening, 
writing some memos on his laptop.  He finished and logged off 
Euphonics' secure network, but didn't shut down his computer.  Ever 
since he had moved into Dawn's house he had been in an almost constant 
state of arousal because of his proximity to Shannon, but he was trying 
to be good.  He was pleasant to her, and they had a good time together.  
She sometimes helped him cook (her specialty was nachos with cheese and 
salsa), and they took turns with the dishes, although usually they 
ended up doing them together.  She even asked him for help with her 
homework, which he provided gladly, particularly since he enjoyed 
sitting close to her and breathing in the fragrance of her skin and 
hair.  Although he still took advantage of her hyperopia to steal peeks 
up her skirt when she had her reading glasses on, he hadn't repeated 
his self-pleasuring in the room with her.  That had been crazy, he 
thought -- too risky, what was I thinking?  Nevertheless he thought 
about it constantly when he was around her, and it excited him.  He 
tried not to let it show, but the frustration was taking a toll on him 
-- his obsession was fully reawakened, and he needed an outlet.

So now, instead of turning off his computer and going to bed, he pulled 
up a website bookmark he had stored a month ago.  It was the address of 
a "non-nude" site that specialized in pictures of young girls that were 
alleged to be legal, but pushed the law to the limit by displaying the 
girls partially undressed or in their underwear, in very seductive 
poses.  He was glad to see that the membership he had paid for was 
still active, and he was able to access links to a large number of 
photo sets.  He clicked on one of them and immediately the screen 
filled with scores of thumbnail images of young girls.  He selected the 
first one and started a slide show.  Full-sized pictures began to 
display at five-second intervals.  Alex sat back to watch.

The girls were all about ten or eleven years old and very pretty.  None 
of them was nude, but many were dressed in their underwear -- training 
bras or halters and simple cotton panties for the most part.  They all 
smiled at the viewer, some happily, some seductively, and were posed in 
ways calculated to tease and tantalize pedophiles.  Some sat on the 
floor facing the camera with their knees bent and spread apart, so that 
their panties pressed snuggly into their crotches, causing what was 
hidden to stand out in clear relief under their panties, or to show 
faintly through the thin cotton fabric.  It was clear that they knew 
that what they were doing was "naughty", and their coquettish grins 
showed that they enjoyed teasing the men who were looking at them.  In 
one image a girl with long blond hair was wearing a short skirt and was 
posed on her hands and knees with her rear towards the camera.  The 
skirt was short enough so that her panties were just visible between 
her legs, and she was looking back at the viewer as if to see his 
reaction.  In the next picture she was reaching back and lifting her 
skirt to expose her bottom to the camera, pert and round in her tight 
panties, and she was sticking out her tongue.  She obviously knew what 
a naughty tease she was being.

Alex was immediately aroused by the parade of exciting images, and soon 
had his penis out, stroking and moaning as he gazed longingly at the 
tempting little girls.  Their tantalizing display excited him with a 
combination of adorable cuteness and deliberate sex tease that almost 
drove him mad with frustration.  He was lost in a trance of lust and 
masturbation pleasure, and he looked back and forth between his swollen 
cock and the little preteen girls who were teasing it.  The thought 
that he was a grown man lusting for underage girls excited him all the 
more.  It was just so wicked and illicit.

He held out for as long as he could, trembling as he held himself just 
short of orgasm, his cock aching with need while the girls coaxed him 
on with their smiles and tempting bodies.  Finally he lost control -- 
the little girl on his screen, licking her lips and lifting her 
sundress to show him her panties, was too much for him. He exploded in 
an intense orgasm, which he worked vigorously until his last spasm.  
With a sigh of satisfaction -- and of resignation, since he knew his 
need could never be truly satisfied -- he got up and went into the 
bathroom across the hall to clean himself up.

When he came out of the bathroom a few minutes later, he was aware of a 
sound at the end of the hallway -- Shannon's door had just closed.  A 
troubling thought seized him, and he hurried into his room and saw that 
he hadn't shut down his computer -- the last picture was still on the 
screen.  My God, he thought.  Could she have seen that?  Was she just 
in here?

He went to bed, but had trouble getting to sleep.  He was racked by 
uncertainty -- did she see it?  Does she think that I'm a pervert now?  
Should I say anything to her?  He finally drifted off into fitful 
sleep, half dreading what he would learn the next day.

* * * * *

Shannon came into the kitchen the next morning as he was preparing 
breakfast.  Dawn was still in bed -- since she normally didn't get to 
bed until 3:00, she usually slept until at least 9:00.  Alex was doing 
his best to suppress his nervousness as he joined Shannon at the table.

"So," he said with forced hardiness, "sleep well?"  He took a sip of 
his coffee, looking up surreptitiously to gauge her expression.

"I slept okay," she replied.  She didn't say more as she busied herself 
with pouring cereal and milk for herself.  She ate in silence.

Alex was anxious and didn't feel much like eating, but he forced 
himself to deal with his breakfast, cutting the fried egg into small 
pieces and nibbling at them.

"Uh, anything special happening at school today?" he asked in what he 
hoped was an offhand manner.

"Not really," Shannon replied, not looking up.  She took a drink of 
milk, which gave her a little milk moustache.  "No, wait," she said 
suddenly, wiping her lip with a napkin.  "There is something, 
actually."

"Really?" said Alex, glad she was talking to him now.  Maybe his 
worrying was for nothing, after all.

"Yeah, I wanted to ask you for a favor."  She turned towards him and 
took a deep breath.  "There's cheerleader practice after school today 
and I'm gonna miss the late bus.  Mom hasta leave for work before it's 
over at five -- could you pick me up at school?"  She looked at him 
expectantly.

Alex hesitated.  "Well," he said slowly, "I do have a meeting scheduled 
for four o'clock today, and I don't know if it would be over in time 
for me to..."

"Oh please," Shannon interrupted, "I already told my friend Gabby she 
could have a ride too -- pleeeease?"  She looked at him imploringly.

"Well," said Alex, "I suppose maybe I could reschedule the meeting a 
bit earlier, so maybe I could..."

"Oh thank you thank you!" Shannon cried.  She jumped up and ran around 
the table to give him a hug.  "You're the best!"  She gave him a kiss 
on the cheek, then retrieved her book and gym bags from the back of her 
chair.  "See you later at five!" she chirped, and waved to him as she 
went out the door to catch the school bus.

Alex picked up his coffee and sipped it as he leaned back in his chair.  
He sighed with relief.  Thank God, he thought -- she didn't see it.  So 
I guess I'm not a perv as far as she's concerned.  Gotta be more 
careful in the future.

He finished his breakfast and went to send some e-mails.  It might take 
some doing to reschedule that meeting, he thought -- but he was glad to 
do it for her.

Later that morning when Dawn was up and puttering around in the 
kitchen, he came out of his office to chat with her.  He told her about 
his plan to pick Shannon up at school later in the day.

"Huh! That's funny," Dawn said.  "The late bus doesn't leave until 
five-thirty.  She could make it if she tries."  She gave Alex an amused 
smirk.  "I think she's doing her best to wrap you around her little 
finger, Alex -- don't go letting her take advantage of your good 
nature."

"Oh, it's not such a big deal," Alex replied, "I don't mind.  I was 
going to be heading home about that time anyway."

"Well, you just be careful," Dawn said.  "Shannon may seem sweet, but 
she's pretty strong willed, too."

Alex helped himself to a muffin from the box Dawn had opened.  "Like 
mother like daughter," he said, winking as he headed out of the kitchen 
for the stairs.

Dawn shook her head and scowled at him.  "Whatever," she said, smiling, 
as she turned back to her breakfast.

As it turned out, it wasn't difficult to rearrange his schedule, and 
Alex showed up at Shannon's school five minutes early.  Shannon and her 
friend Gabrielle ("Gabby") were already waiting by the curb when he 
drove up.  They were still wearing their cheerleading outfits, colorful 
little affairs in the school colors of blue and gold, with tight 
fitting half-tees and short skirts.  They piled into the back seat as 
soon as Alex pulled up to the curb.

As Alex started the car he looked at the girls in the rear view mirror.  
"I thought you said you couldn't take the bus, Shann," he said.  "Looks 
to me like you'd have plenty of time to catch it."  The girls looked at 
each other and were silent for a moment.

"Uh, well we got out early today," Shannon said.  "Usually it's later, 
right Gabby?"

"Yeah, right," Gabby said, "we're usually, uh, later."

"Okay," Alex said.  He smiled to himself, remembering is conversation 
with Dawn earlier.

"Thanks for giving me a ride, Mr. ... Mr..." Gabby said hesitantly.

"Just call me Alex," Alex said.  "And it's no problem -- glad to do 
it."  Gabby was Shannon's best friend.  She was a pretty little 
brunette, a little on the chunky side -- not fat, but more developed 
than most ten-year-olds.  Alex noticed how she filled out her outfit, 
which was just a shade too small for her.

"So, what do you cheer for?" Alex asked as he turned the corner out of 
the school parking lot.  "Does your school have sports teams?"

"No, we cheer at the high school football games," said Shannon.

"Aren't you a little young for that?" said Alex.  "I thought the high 
school had its own cheerleaders."

"They do," Gabby said, leaning forward to talk over the back of the 
passenger seat.  "They're called the 'Cougarettes', 'cause the team is 
the 'Cougars', you know?  And we're sort of the middle school kid squad 
-- we're the 'Cougar Kittens'."    She plopped back into her seat, and 
she and Shannon launched into a cheer.

"Meow, meow, scratch, scratch, we're the team you'll never catch!  
Don't you touch 'cause you'll get bitten, never mess with a Cougar 
Kitten!"  They scratched at the air and made growling noises, then 
collapsed into a flurry of giggles.

"I see," Alex laughed.  "And do you cheer at games along with the older 
girls?"

"Not at the same time," Gabby said, "we do it right after them, or 
sometimes before."

"The crowd must love you," Alex said.

"Yeah, they think we're real cute," Gabby said brightly.  "I think some 
of them like us better than the Cougarettes!"

"Especially some of the older guys," Shannon said.  The girls looked at 
each other and tried to stifle their laughter, but soon burst out 
giggling again.  Alex raised his eyebrows, but didn't say anything.

The girls chattered together for the twenty minute ride to Gabby's 
house.  When they arrived Gabby got out and Shannon moved to the front 
seat next to Alex.  She called to Gabby as she walked up the driveway 
to her house.

"See ya, Gabby," she said.  "Call me, okay?"

"'kay," Gabby said.  "Thanks again, Mr. ... uh, Alex."  She waved and 
went into the house.

"Nice kid," Alex said as he pulled away from the curb.

"Yeah, Gabby's cool," said Shannon.  "We do lots of stuff together."

It was a five minute drive to the condo.  As soon as they dropped Gabby 
off, Shannon stretched and put her right foot up on the dashboard.  Her 
skirt rode up, exposing blue cotton panties.  She was looking out the 
passenger window and singing softly to herself, and seemed unaware that 
her underwear was on display.  Alex noticed immediately, of course, and 
had trouble keeping his eyes on the road as his attention was 
irresistibly drawn between Shannon's long legs.  She remained in that 
position for the entire ride home, and when they arrived he was almost 
relieved -- it had been nerve-wracking avoiding getting into an 
accident because of Shannon's tantalizing display.

Once inside, Shannon tossed her bags onto the stairs and went into the 
kitchen to get a cookie.  Alex followed her and started getting ready 
to prepare dinner.  She nibbled her cookie, watching him.

"Hey, Alex," she said.

"Hm?" he said, looking up.

"Wanna see what we do in cheerleading?"

"Uh, sure," he said.  "Now?"

"It'll only take a minute," she said, licking the cookie crumbs from 
her fingers.  "C'mon in here."  She grabbed his hand and led him into 
the living room.  "Okay, you sit there," she said, pushing him down 
onto the couch, "and I'll be here."  She stood in front of him, about 
five feet away.  "This is what we're working on now."  She took a deep 
breath to compose herself, and started.

She repeated the chant she and Gabby had performed in the car, as well 
as some others.  They were accompanied by the usual cheerleading moves, 
with lots of jumping-jacks and high kicks with hands on hips.  What 
made it different were the meows and "kitten moves" that were mixed in, 
like the air-scratching, or little pounces with wrinkled nose and 
clawed hands.  Finally she ended with, "We're here to help you root, 
root, root!  Don't you think we're awful cute?"  As she delivered the 
last line, she pouted and stood with her hand on a cocked hip, pulling 
up her skirt just a bit.  Alex laughed and applauded.

"Wonderful!" he said.  "The crowd must love it!"

"Yeah, they do," Shannon said, beaming.  "Especially some of the guys."  
She winked at him.  "I've seen them staring at us, especially at 
Gabby."

"Gabby?" Alex asked.

"Yeah, you know, 'cause she's -- she's, uh, kinda bigger ... you know, 
here?"  She moved her hands up over her chest.  "Gabby's sort of -- 
advanced.  I guess that's why they look at her."

Alex blushed slightly.  "Oh, I don't know," he said, "I don't think 
that's necessarily..."

"Do you think I'm too small?" Shannon interrupted, standing sideways to 
display herself in profile.  She pulled on the bottom of the blue and 
yellow half-tee to tighten it, and stuck out her chest.  Her bare 
midriff curved up to the abbreviated t-shirt, where her young breasts 
showed as slightly raised hills under it.

"No, uh, I don't," Alex stammered, "I mean, I..."

"Actually, maybe if I stood like this," Shannon interrupted again, and 
moved her shoulders forward with her elbows pressed to her sides.  She 
looked down at her breasts, which were now more pronounced under her 
shirt.  Puffy nipples were discernible through the thin fabric.  
"Still," she said, "Gabby's a lot bigger."

Alex swallowed hard as he looked at the little girl's developing bosom.  
He was finding it difficult to speak.  "Really," he managed to force 
out, "I don't think it matters if..."

"And she's bigger here, too," Shannon said, turning around and lifting 
the back of her skirt.  Alex stared at her well-rounded bottom, tightly 
encased in blue bikini panties.  "Do you think I'm too small there, 
too?" Shannon asked.  She stood with long fingers delicately holding up 
her skirt, and looked over her shoulder back at Alex with a questioning 
pout.

After several long seconds Alex was finally able to respond.  "No," he 
croaked, "you're ... you're a very pretty girl, Shannon.  I think 
you're ... you're just fine as you are."  His eyes were glistening.

"Really?" she said happily, obviously delighted.  She spun around to 
face him and beamed.  "Thank you!  I was worried 'cause I'm not as sexy 
looking as Gabby."

"You shouldn't worry about that," Alex said, smiling weakly.

"I really like doing the cheerleading stuff," Shannon continued, "even 
though I don't have the full uniform yet.  You're supposed to have 
these blue satin underpants, but I don't have any yet, so I just wear 
these ordinary ones."  Looking at Alex, she stepped forward and lifted 
her skirt again.  Standing about two feet in front of him, she 
displayed her thin cotton panties, thrusting her hips forward for 
emphasis, which caused the fabric to cling revealingly into her crotch.  
She was looking into his face, but he wasn't able to tear his eyes away 
from between her legs as she spoke to him.  "They're the right color 
and Mrs. Kovacik says they're okay for practice, but I hafta get the 
real kind before the next game.  She says that if I wear these people 
might get the wrong idea."  She looked at Alex with wide eyes, still 
holding her skirt up.  Finally she dropped it and turned to leave the 
room.

"I'm gonna go change," she said.  "You were cool to give us a ride.  I 
really hate the late bus."  She started up the stairs, then stopped and 
turned to face him.  "Thank you," she said politely, and smiled.  Then 
she bounded up the stairs to her room.

Alex sat alone with his heart pounding in his chest.  He was incredibly 
aroused.  "What just happened?" he asked himself.  The last few minutes 
could have been pulled from a script of one of his most exciting 
fantasies.  It was just like ... was it a coincidence?  Totally 
innocent?  Or -- deliberate?  He got up to deal with their dinner, once 
again filled with uncertainty.

* * * * *

The next day was Saturday, so the three of them had lunch together.

"Well, special day's almost here," Dawn said.  She smiled at Shannon 
who smiled back and nodded.

"What day is that?" Alex asked.

"Shannon didn't tell you?" Dawn replied.  "I'm surprised -- I thought 
for sure she'd tell you she has a birthday coming up!"

"Really?" said Alex.  "When's that, Shann?"

"Next Sunday," said Shannon.  "I mean Sunday next week, not tomorrow.  
I'm gonna be eleven!"

"That's great, Shann -- really getting to be a big girl, aren't you?"  
He reached over and gave her head a little pat.  She smiled, basking in 
the attention.  "And I suppose you'll be expecting presents..."  A big 
grin spread over her face, and she nodded vigorously.

"Oh, Shannon, don't be greedy!" her mother interjected.  "I don't want 
you taking advantage of Alex's generosity.  He's already been very nice 
to you.  Did you thank him for that ride he gave you and Gabby 
yesterday?  He didn't have to do that, you know."

"I did so thank him," Shannon protested.  "I gave him a really nice 
thank you, didn't I, Alex?"  She looked over at him expectantly.

"Yes, she did," Alex said to Dawn.  "Both she and Gabby thanked me very 
politely."

"See?" Shannon said triumphantly to her mother.  "That's just the way I 
am.  If someone does something nice for me, then I do something nice 
for them."  She looked at Alex and nibbled on her toast.

"Oh, brother!" Dawn said, rolling her eyes.  "Laying it on a bit thick, 
aren't we?"  She shook her head and laughed.  "Well, anyway, we'll have 
to plan something nice for your birthday, maybe go out or something.  
Would you like that?"

"Sure," said Shannon.  "And presents," she added under her breath, 
grinning impishly.  They all laughed.

"We'll see," said Dawn.  "But it's not your birthday yet, so you better 
be on your best behavior for the next week."  She got up and took the 
lunch dishes to the sink.  "Today's my day for dishes," she said, "but 
it's your turn to do the laundry.  You didn't forget, did you, 
Shannon?"

Shannon made a face.  "No, Mother, I didn't forget.  I'll be your slave 
today, don't worry."  She brought her own dishes to the sink, then went 
into the living room and turned on the TV to watch some cartoons.

"I told you she'd try to take advantage of you, Alex," Dawn said.  "You 
better be on your guard."

Alex laughed.  "Don't worry," he said.  "I can take care of myself."

"Hope so," she replied.  "But I do worry -- you're such a softie!  You 
be careful around her."

"Oh, I will," Alex said.  "Believe me, I will."

Later in the afternoon Dawn popped her head into the living room where 
Alex was lying on the couch reading.

"I'm going shopping," she said.  "Be back in a couple of hours.  Make 
sure Shannon does her chores, okay?"

"Will do," he said.  "See you later."  She went out the door and he 
returned to his book.

Some time after Dawn left, Shannon came down the stairs.  She went into 
the living room and sat down on the couch next to Alex.

"Gabby just called, and she wants me to come over.  So I'm going to 
ride my bike to her house, okay?"

Alex stopped reading and frowned at her.  "Aren't you forgetting 
something?" he asked.

"What?" she said.

"A small matter of the laundry?"

"Oh, that," she said, making a face.  She stood up and started to walk 
out of the room.  Then she stopped and turned around.  "Alex?" she 
said.

Alex looked up.  "Yes?"

"Could you take my turn with the laundry just this once," she pleaded.  
"I'll take your turn the next two times -- please?"

Alex sighed.  "Really, Shannon, you can't always expect that someone 
will..."

"Pleeeeeeease," Shannon interrupted, "Gabby's got some new CDs she 
wants me to hear, and she says she really really has to talk to me 
about something, and I haven't been to her house in ages, and..."

"All right, all right!" Alex protested, "I'll do it, but just this 
once."  He sighed and put his book down.  "You know, Shannon, you 
really are going to have to..."

"Thank you, thank you!" she said, running up the stairs.  "I'm gonna 
call her now and tell her I'm coming.  I'll make it up to you, I 
promise."

Alex shook his head and started for the laundry room.  "No time like 
the present," he sighed.  "Better get this done before Dawn gets home."

He had the washing machine halfway loaded when he looked up and saw 
Shannon come into the laundry room.

"Oh, good, you're doing the colored wash first," she said.

"I thought you were going to see Gabby," he said.

"I am," she said, "but I just remembered that these jeans haven't been 
washed in a long time, and I wanted to make sure they got into the 
laundry before you started."  Without another word, she undid the 
button and zipper at the waist of her blue denims and slid them down 
over her hips to the floor.  "Might as well do the shirt, too," she 
said, crossing her arms to pull the jersey she was wearing up over her 
head.  She stood in front of him now in skimpy white nylon panties and 
an equally skimpy brassiere that barely covered her.  She bent down to 
take the jeans from the floor, and handed them to him along with her 
shirt.  "Could you wash these too, please?" she said.

Alex stood open-mouthed, staring at her as he took the garments.  The 
panties she was wearing were truly tiny, and did little more than 
minimally cover her with a transparent triangle, and the brassiere was 
just a token strip of filmy nylon with a border of pink embroidered 
flowers.

"Thanks, Alex!" she said, and turned to go out the door, walking rather 
slowly as he watched her pert little bottom flexing inside the thin 
panties.  Then she stopped and turned around to face him again.

"Uh, you won't tell Mom about you doing my chore for me, will you?"  
She stood with her hands held behind her back, looking shyly at the 
floor and biting her lower lip.  "I mean, she doesn't have to know 
about everything, does she?" she said, looking up at him with innocent 
eyes.

Alex pulled his eyes away from her scantily clad body and cleared his 
throat.  "No," he said, "I won't tell her about -- about this."

"Oh, goody!" she cried.  "Thanks Alex!  I'm going to Gabby's now."  She 
ran out the door and raced upstairs to get dressed, and then she was 
off on her bike.

Alex continued loading the washer mechanically, almost in a trance.  Oh 
God, he thought to himself, what is she trying to?  Or is she doing 
anything -- does she really know what she's doing?  Oh my God, if she 
only knew what that does to me!

He reached into the hamper for the last piece of laundry, and looked 
down to see that he was holding Shannon's pink panties in his hand, the 
same ones she had been wearing when he saw her asleep on her bed.  He 
groaned as the excitement of that moment flooded through him again, and 
he was aware of his erection growing as he thought of her lying there 
with her skirt up, and of her standing almost naked in front of him 
right here just a few minutes ago, tempting him, tantalizing him...

Oh God, I need it, I need this right now, he moaned to himself.  He 
quickly unzipped his pants and pushed them down along with his 
underwear to his knees.  His cock sprang out, fully erect and in need, 
and he wrapped the panties around it.  Sinking down onto the floor with 
his back against the washing machine, he began to masturbate with 
Shannon's pink panties, slowly rubbing the soft cotton fabric up and 
down his rigid shaft, moaning in pleasure and frustrated lust, thinking 
of her, of her little bottom as she walked away from him, of those tiny 
panties that almost, almost let him see her little pussy, of her 
lifting her skirt to show him her cheerleader panties, oh God, oh God, 
oh yessssss!  He came in achingly sweet spasms, and kept his cock 
buried in the panties as it bucked and spurted and soaked the fabric 
with his semen.  Finally he got himself up and pulled his pants back 
up.  Shaking his head ruefully, he tossed the soiled panties in with 
the rest of the laundry and started the machine.  Well, that was 
interesting, he thought.  Where the hell is this going to lead?  He had 
no idea.

* * * * *

Shannon had a bedtime of ten o'clock that Dawn enforced, or at least 
tried to.  She's only ten years old, she would tell Alex (almost eleven 
he'd corrected) -- all right, eleven, not much different!  She needs 
her sleep, Dawn insisted, and she wanted Alex to be sure she got to bed 
at a decent hour.  Okay, Alex had agreed -- he'd do his best.  That's 
what worries me, Dawn had said, shaking her head.  She knew how 
susceptible to feminine wiles he was, no matter the age of the female 
in question.  Please, Alex -- ten o'clock -- okay?  And he'd said yes.

Confrontation was inevitable, and it came just a day after the laundry 
incident.  Alex and Shannon were sitting on the couch watching a cable 
movie that had started at nine o'clock.  It was a pretty silly comedy 
that didn't particularly interest Alex, but he was tired and just felt 
like vegging out for a while.  Shannon, on the other hand, was enjoying 
it hugely, so when ten o'clock approached Alex knew there was going to 
be trouble.  When the program broke for a commercial at about a quarter 
to ten, he gave her the bad news.

"Sorry, Shann, but it's almost that time.  Better head upstairs and get 
ready for bed."  She turned towards him and started to say something, 
but then she just sighed and slumped her shoulders with tragic 
exaggeration.

"Oh, all right," she said.  "I hate being a little kid; I can't wait 
'till I'm eleven."  She got off the couch and dragged herself to the 
stairs.  Sighing again, she went up.

"Well, that was easy," Alex congratulated himself.  "I just have to be 
firm, I guess."  He heard Shannon upstairs, racing around between the 
bathroom and her bedroom as she got ready for bed.  He went into the 
kitchen to get a beer.  It was a long break, with several commercials, 
and was just ending when he got back and settled down on the couch 
again.  That's when he noticed Shannon, who had come back down the 
stairs.

"Please, Alex," she said piteously.  "Can't I stay up, please?"  She 
was standing just inside the living room, dressed in the long white 
Disneyland t-shirt she usually wore to bed.  He started to say 
something, but she ran in and stood by the couch in front of him, her 
hands clasped in supplication.

"Please, I just have to see how the movie ends, and Gabby said she was 
going to watch it, too, and I want to talk to her about it tomorrow, 
and all the other kids get to stay up later than me, especially Gabby, 
she gets to see all kindsa things I can't 'cause I have to go to bed so 
early, and it'll be fun if I watch it with you, it's more fun when you 
see a movie with someone else, isn't it, especially a funny one?  Oh, 
please, Alex, please, please?"  She stood before him with tightly 
clasped hands, as if she were begging for her life.

Alex stared at her open-mouthed during this performance, then laughed, 
shaking his head in disbelief and resignation.  "Oh, God, Shannon, you 
are too much!  Okay, you can stay up.  But as soon as the movie is 
over, up you go, with no ifs ands or buts."

"Oh, I will, I promise, yes, I will," she said, earnestly nodding her 
head.

Alex laughed again.  "I can't believe you got all that out in one 
breath," he said.  She giggled and jumped onto the couch next to him.  
Alex sighed.  She had had him on the first "Please," and he knew it.

The movie started again, and they settled down to watch on opposite 
ends of the couch.  Shannon sat demurely with her hands in her lap and 
her bare feet not quite touching the floor.  The shirt she was wearing 
fit her like a plus-size dress; it was enormous on her, reaching to 
below her knees, and the neckline was so large it almost fell off her 
shoulders.  Alex used to joke that it looked like a souvenir a 
basketball player brought back from Disneyland.  On the front was a 
picture of Mickey, and Alex called her "Wilt Chambermouse" whenever he 
saw her wearing it.  She looked very comical as she sat giggling and 
belly-laughing at the movie, and Alex found he was chuckling more at 
her than at the film.

After a while she shifted her position, turning towards Alex and 
folding her legs on the seat next to her.  Her arm rested along the 
couch back, and she turned her head sideways to watch the television.  
The shirt was so large that even her feet were hidden under it.

More time went by, and she changed position again.  This time she sat 
sideways with her back propped up on a cushion against the armrest, and 
her legs extended straight along the couch towards Alex.  The shirt 
reached down to her shins, and her pink feet almost reached him where 
he sat.  Alex looked down at her briefly -- cute feet, he thought to 
himself.  Very soft and delicate.

About halfway through the movie Shannon moved again, slowly pulling her 
feet up towards her, bending her knees.  Alex noticed immediately, and 
his breath caught when he saw that in her new position with her knees 
raised he had a narrow view between her ankles under the shirt.  She 
was looking at the television and was giggling and laughing, but Alex 
was finding it very difficult to concentrate on the movie now, since 
his attention was riveted on the narrow space between her ankles and 
calves where he thought he could get a glimpse of her panties in the 
shadow of her shirt.  He tried hard to watch the film, but his gaze 
kept returning to that tantalizing view under her shirt.  Then slowly, 
quite slowly, Shannon opened her legs.  Her eyes were on the television 
and she was giggling at the movie, but her knees had spread wide apart 
and Alex found himself presented with an unobstructed view between her 
legs.  At the same time the hem of her oversized shirt was pulled up 
over her knees and down to her lap so that her legs and panties were 
fully exposed and no longer in shadow.  She was wearing the same pink 
panties Alex had masturbated with in the laundry room, the same she had 
been wearing when he caught her sleeping with her skirt pulled up.  He 
stared, fascinated, disbelieving that what he spent hours fantasizing 
about every day was now openly displayed to him not three feet away.  
He felt his penis growing in his pants as he feasted his eyes on 
Shannon's pretty underwear and the smooth flesh of her inner thighs.  
His eyes followed the tiny scalloping of white lace that edged the leg 
holes of her panties, tracing the converging lines up from under her 
bottom to the narrowing at her crotch, and lingered between her thighs 
where the tantalizing fabric covered the smooth vulva that was hiding 
underneath.  He couldn't see that darling little pussy, but its shape 
and contours were clearly molded by the tightly clinging panties, and 
he stared with longing at the plump little mound popping out so 
enticingly between her spread legs.  It was all he could do to hold 
himself back from reaching out and fondling her.  He ached to touch her 
intimate warmth, to pull down those maddening panties and bury his face 
between her cradling thighs...

Shannon's laughter brought him to his senses, and he forced himself to 
make a show of watching the absurd movie.  But his eyes kept returning 
to the exciting display on the couch next to him.  She changed 
positions occasionally, but her shirt remained raised, always providing 
him with views that drove him mad with tease.  During the remainder of 
the film he secretly caressed his excited cock through his pants, 
keeping it aroused with lust for the tantalizing little girl, aching 
with desire and frustration.  And throughout it all Shannon never 
looked at him, never glanced over to see him devouring her with his 
eyes and stroking himself to her immodest display.  She just watched 
the movie, chuckling and giggling, seemingly oblivious to what she was 
doing to the excited man sitting next to her.

The movie ended and Shannon sighed with satisfaction.  She yawned and 
stretched, and pulled the hem of the shirt back down to cover herself, 
still not looking at Alex.  Finally she turned to face him.

"That was cool," she said.  "I really liked that movie.  It was good, 
huh?"  Alex smiled noncommittally.  "It was fun watching it with you.  
I bet it was fun for you, too -- c'mon, admit it!  You liked having me 
here while you watched."  Alex started to say something, but she jumped 
up before he had a chance.  "Well, here I go to bed, just like I 
promised," she said as she walked past him.  "It's a whole eleven 
o'clock now, much much too late for a little baby like me!"  She turned 
and waved.  "'Night, 'night, Alex -- sweet dreams!  And thanks for 
letting me stay up!"  Then she tripped lightly up the stairs to her 
room.

Alex sat with his eyes closed, trying to calm his racing heart and 
rapid breathing, his hand pressed to the hardness between his legs.  
Finally he got up and made his way upstairs.  His solitary pleasure 
would be sweet tonight -- sweet and very prolonged.

* * * * *

"Well, hello sleepyhead!" Dawn said as she was cleaning up her 
breakfast dishes.  "I actually beat you out of bed this morning -- that 
almost never happens."

Alex strolled groggily into the kitchen and sat down, pouring himself a 
cup of coffee from the half empty carafe.  He yawned expansively and 
took a gulp from his cup.  "Yeah," he said.  "I was up late, then I had 
trouble getting to sleep."

"Well, I hope Shannon wasn't up late with you," Dawn said, fixing him 
with an accusing glance.

"No, she went to bed long before I did," he said.  He didn't bother to 
mention that "long before" meant about ten minutes.  Dawn looked 
unconvinced, but she didn't press the point.

"Listen," she said, "I'm taking the day off and I'll be staying over 
with Dennis tonight, but I need to tell you that it's really important 
that Shannon gets her book report finished today.  It's already late, 
and she's been given an extension until tomorrow.  I told her that she 
can't do anything after school until she finishes it -- no going out, 
no TV, no anything."  She came around the table to look straight into 
Alex's eyes.  "Are you listening?" she said.  "What did I say?"

"Yes, I heard you," he said.  "No report, no nothin' else -- right?"

"Yes, and this is really important, Alex.  Don't you dare let her out 
of this house, or out of her room, for that matter, until that report 
is done."

"Jawohl, Herr General," he said, saluting.

"Very funny," she said, "but if you think you need reinforcements, 
soldier, don't hesitate to use the ultimate weapon."  She walked to the 
kitchen telephone and picked it up, showing it to Alex.  "She knows I 
absolutely hate to get annoying phone calls on my cell when I'm busy, 
and she knows what I'll be like when I get home if that happens."

"Wo, scary," Alex said.  "You better give me the detonation code just 
in case."  He picked up the notepad and pencil next to the phone and 
handed it to her.  Dawn wrote down her cell number and gave it to him.  
Then she picked up her jacket and purse from the table and opened the 
door to leave.

"Okay, Alex -- I'm trusting you," she said.

"Of course -- if not me, then who can you trust."  He looked at her 
with wide eyes and outstretched hands.

"No comment," she said, rolling her eyes skyward.  "See ya in the 
morning, Alex," she said.  "Be good, and make sure she is."

"You got it," he said, and waved to her as she left.

After his capitulation of the night before, Alex decided that this time 
he really would be firm with Shannon.  Not that he regretted giving in 
last night -- God, no.  But Dawn was right, and he'd make Shannon toe 
the line this time.  It really was for her own good.

So, when Shannon got home from school that afternoon, he was prepared.  
She got herself a snack in the kitchen and went upstairs to change out 
of her school clothes.  When she came down she went into the living 
room where he was reading.

"Hi," she said.  "I'm gonna go over Gabby's house for a little while 
before dinner, okay?"

Alex looked up from his book.  "Uh, not today I'm afraid, Shann," he 
said casually.  "You have to finish your book report before you do 
anything else today."

"Oh, that," she said, not looking at him.  "Yeah, I'll do it."  She 
wandered around the living room for a couple of minutes, then went 
upstairs again.  Alex listened -- there was quiet upstairs.  Okay, he 
thought, so far so good.  Good girl.

A few minutes later she came down the stairs again.  She was carrying a 
shoulder bag with CDs and video games, and she headed for the door.

"Hold on," Alex said, "that report finished?"

"Yeah, it's almost done," she said breezily.  "I'll finish it later."  
She kept walking towards the door.

"Just a minute, Missy, I hope you don't think you're going anywhere 
before that report is done and I've seen it," he said sternly.

"I guess you can hope anything you want," she said coolly, and flounced 
to the door.

"What I hope, young lady, is that you'll take a good look at this," he 
said, getting up from his chair and picking up the portable phone.  He 
carried it into the kitchen and showed it to her, while he retrieved a 
scrap of paper from his pocket and began to read: "6,1,...".  Shannon 
stopped when she recognized Dawn's cell number, and glared at him.  
Pursing her lips in rage, she swept past him and stomped back up the 
stairs.  When she reached the top, she swung around and stamped her 
feet.

"You think you're so smart!" she shouted.  "Just because you have a 
stupid telephone!  Well you're stupid is what you are!  What's the 
matter, you think if you do everything she says she'll be all sexy with 
you again? You don't even have a girlfriend!  Loser!  Just think about 
the things does with Dennis and not you!  I hope you think about it a 
lot!"  She turned and stamped down the hall to her room.  "Stupid book 
report!"  She slammed the door so hard that a picture fell off the 
wall.

"Well," Alex said, wearily rubbing the back of his neck.  "So the 
kitten's got claws."

He was feeling depressed as he made dinner later that evening.  He 
hated being the heavy, and almost regretted putting his foot down with 
her.  After setting the table and fixing a plate for each of them, he 
called upstairs for her to come down for dinner.  She came down the 
stairs and walked into the kitchen with her nose in the air.  Without a 
word she picked up her plate and took it back upstairs to her room.  
With a sigh, Alex sat down to eat by himself.

After dinner, he heard the shower running while he was reading in the 
living room.  When he heard Shannon come out of the bath and go back to 
her room, he went to the stairs and called up to her.

"There's ice cream down here, if you're interested, Shann.  Chocolate."  
Then he went back to the couch and his book.

About five minutes later Shannon came down the stairs in her bathrobe 
with a towel wrapped around her wet hair.  She went into the kitchen 
and scooped out a large bowl of ice cream for herself, and took it into 
the living room.  As she walked past Alex she tossed her book report 
onto his lap without looking at him, and went to the televison and 
turned it on, loud.  Then she sat on the couch and began to eat her ice 
cream, staring straight ahead.

Alex looked through the report she had so unceremoniously dumped in his 
lap.  "Not bad, Shann," he said, "five pages.  Not bad at all.  And 
very nice handwriting."  He looked over to her for a response, but 
didn't get any.  She just kept eating her ice cream and looking at the 
television.

Alex was feeling miserable now, and lonely.  He missed her happy 
companionship, and he just wanted this unpleasantness and hostility to 
go away.  That's why he did what he did next.  He thought that maybe 
the best thing to do would be to make a joke of things, to be playful.  
So, without really thinking about what he was doing, he reached over to 
Shannon and dug into her ice cream with his index finger, taking away a 
big dollop.

"Mmmm, good!" he said, putting his finger into his mouth and sucking 
off his prize.

Shannon's mouth dropped open and she stared at him in shock and 
astonishment.  She was so stunned that she just watched speechless as 
he reached forward and scooped up another gob onto his finger.  He 
started moving it back towards his mouth.

"Hey!" she yelled, "That's mine!"  Her hand darted out and she grabbed 
his hand and roughly pulled it back.  Before he could react she thrust 
his finger into her own mouth.  He laughed and instinctively tried to 
withdraw his hand, but she bit down on his finger and shot him a 
warning glance from under fierce brows.  She moved her head slowly from 
side to side.  "Uh, uh," she breathed through her clenched teeth, 
holding his finger captive in their cruel grip.

"Ow!  Hey, be careful, Shann, that hurts!" Alex protested.  She stared 
dangerously at him and kept her teeth clamped down on his finger, 
biting harder whenever she thought he was trying to escape.  Alex 
swallowed, actually a little nervous about what she might do, and 
stopped trying to pull his hand away.  After a full minute of 
stalemate, Shannon tentatively loosened her bite, ready to clamp down 
again if he tried to move.  She slowly removed his finger from between 
her teeth but kept hold of it.

"That's mine," she hissed, "you can't have it."  Then she guided his 
hand back down to her ice cream and used his finger to scoop up another 
dollop.  Looking into his eyes, she moved his hand back up and took his 
finger into her mouth.  Alex shivered as he felt her tongue swirl 
around his finger inside her mouth.  She swallowed and slid her lips 
off his finger in a long, slow suck, and then moved his hand back down 
for another scoop from the bowl.  This time she held his finger 
vertically and studied the ice cream as it began to melt and run down 
over his knuckle.  Then she began to delicately lick the sweet liquid 
from his hand and knuckle, and traced the tip of her tongue up his 
finger in tiny little flicks, a pink kitten's tongue lapping up its 
cream, all the way to the tip, which she cleaned between pursed lips 
with a soft sucking kiss.

Alex sat mesmerized and enthralled by Shannon's slow, sensuous use of 
his finger to finish her dessert.  He almost whimpered as he watched 
her lips and tongue work his finger, and felt the warm, thrilling 
sensation of her gentle sucking and licking.  When she was done she 
licked her lips and returned his hand to him.

"That was good," she said, giving the bowl one last lick.  "Good night, 
Alex."  She got up and took the bowl back to the kitchen.  As she 
walked past him she chuckled softly.  "I can't believe you let me do 
that," she said.

* * * * *

Joie de vivre, sweetness and light, and butter wouldn't melt in her 
mouth!  Shannon was night-and-day different as she flounced into the 
kitchen for breakfast.

"Good morning!" she sang, setting her schoolbooks on the table.  She 
sat down, exhaling in a contented sigh, and poured herself some cereal.  
She took a bite and then reached over and picked up her book report 
from the pile next to her.

"This turned out good," she said, looking at it admiringly.  "I should 
get an A on it.  The book was real good, too, it was about this boy and 
girl who imagine this imaginary place in the woods that only they can 
get to with a swing over a river, but it got real sad when she drowned 
but then there was a happy ending.  I really liked it."  She put it 
down and turned back to her breakfast.

"That's good," Alex said.  "It's a nice feeling to create something 
good after a bit of hard work."

"Uh huh," she said without looking up.  She hummed to herself as she 
slurped up the rest of her cereal.  Alex watched her, sipping his 
coffee.  I'm through trying to understand females and their moods, he 
thought to himself.

When she had finished she pushed back from the table and looked at him.

"Know what's on Sunday?" she asked.

He deadpanned her.  "Would that be -- your birthday?"

"Yep, that would be," she said.  "You probably need help thinking of a 
present, huh?"

Alex raised his eyebrows ironically.  "I wouldn't be so sure about 
that," he said, "I'm not helpless, you know."  In fact he had been 
racking his brains over what to get her.

"Well, I have a really good idea," she said.  "Mom says we have to wait 
until she saves up more money before I can get some new school clothes, 
but I really need them now!  So much of my old stuff doesn't fit 
anymore and I need practically everything.  I need skirts and jeans and 
those blue pants for cheerleading, and shirts and ... and just 
everything!"

"I can see why your mother is afraid you'll break the bank!" he 
replied.  "Maybe you'll just have to learn to..."

"Aw, c'mon, Alex!" she interrupted.  "You can afford it!  I know Mom 
doesn't even charge you full rent or anything, and this is stuff I 
really need!"

"Aw c'mon yourself, Shann," Alex said with some exasperation.  "I 
wouldn't know the first thing about shopping for girls clothes -- if I 
went in and tried to..."

"No, no," Shannon interrupted, "I'd do the shopping!  You'd just -- you 
know -- pay for it."

"Oh, would I!" Alex said.  "Well, you seem to think..."

"...and, and," she interrupted, "I know you'd want to make sure your 
precious money wasn't being wasted, so of course you'd have to be there 
to make sure I didn't get anything disrespectable."

Alex stared at her.  "You want me to go with you when you buy clothes?" 
he said.

"Yes," she said.  "So you can watch me try them on."

"Well..." he said slowly.

"Pleeeeeeease," she said.

"I -- I guess I could do that," he said finally.

"Oh, goody!" she said, and jumped up to put her books and papers into 
her book bag.  "You can pick me up after school at three-thirty, and 
we'll go to the mall from there!"

"Today?" Alex said.  "I don't know if I can..."

"See ya!" she called as she headed out the door to catch the school 
bus.

Alex sighed.  Well, he thought to himself, time to change my schedule -
- again.

* * * * *

The mall was crowed for a weekday, but Shannon led Alex adroitly 
through the chaos directly to the Gap.  Once there, she ran around 
snatching things from tables and racks while Alex stood uncomfortably 
off in a corner, trying not to get in other people's way.  Finally she 
came to fetch him and directed him to follow her to the dressing rooms 
as she made her way across the store wrestling with a mountain of 
garments she could hardly see over.  Finding an empty room, she dumped 
her pile on the bench and took a pair of jeans from the top.

"Can I maybe get these?" she said, holding them up for him to see.  
Alex nodded with a little shrug.  "Okay, I have to try them on," she 
said, "You wait out here and I'll tell you when you can come in."  He 
stood aside with his hands in his pockets, listening to the rustling 
from behind the louvered door of the dressing room as she changed.  
After half a minute the door opened.

"Okay, you can come in," she said.

"Into the room?" Alex asked uncertainly.

"Yeah, come on in," she said, pulling him in by his sleeve.  She stood 
in front of the mirror studying the denim jeans she had just put on.  
They clung to her like a second skin, conforming perfectly to the shape 
of her cute little rear.  "These fit pretty good," she said.  "You 
think so?"  She turned her back to him, and smoothed her hands down 
over her bottom.  "They fit good on my 'bubble butt'," she said, 
grinning and wrinkling her nose.

"Uh, sort of tight, aren't they?" Alex asked.

"That's the style," said Shannon.  "All the kids wear them like that."  
Alex shrugged with a "what-do-I-know" expression.

She turned to the pile and rummaged around in it.  "Okay," she said, 
"can I try these on?"  She held up a burgundy plaid skirt and a striped 
turtleneck jersey.

"Sure," Alex said, "why not?"

She grinned.  "Goody!" she said.  "Okay, I'll just be a second, then 
you can come in again."  Alex left the room and waited for her to 
change.

"Okay," she called, and he went in again.  She was standing before the 
mirror in a plaid skirt that was fitted at the waist and hips, then 
flared out in loose pleats, ending at mid-thigh.  The long-sleeved 
jersey was woven in broad brown and white stripes, with a high 
turtleneck.  "These will be good for school," she said.  "And the shirt 
will be nice and warm in the winter."  She reached down into the pile 
and held up another shirt.  "But I need another top for when it's warm, 
too.  Can I try this on?"

"Sure, go ahead," Alex said, and turned to leave.

"Oh, you might as well stay," she said.

"Stay in here while you change?" Alex asked.

"Uh huh," she said, "if you want to.  You can sit there."  She 
indicated the bench.

Alex closed the door again and sat down on the bench.  "I'll just turn 
around," Shannon said.  She turned her back and pulled the knitted 
jersey over head, tossing it back onto the pile.  Alex's eyes widened 
when he saw that she wasn't wearing a brassiere or an undershirt today.  
He stared at her bare back while she fluffed and smoothed her hair back 
into place.  She was standing between him and the mirror and he could 
see part of her face reflected in it, but her body blocked any further 
view.  She reached down and took a short sleeved blue cotton crepe 
shirt from the pile and put it on.  Alex watched her as she turned 
around and stood for a moment with the shirt front open along a two 
inch wide gap before she began to button it up.  She put her hands on 
her hips and looked down at him.  "Like it?" she said.

"It's nice," he said, "uh, very pretty.  Nice color."

"Yeah, I thought so, too," she said, turning to look at her back in the 
mirror.  "But I need something plainer for school, too," she continued, 
and located a simple white blouse in the pile.  She then proceeded to 
unbutton the blue shirt, and turned her back on Alex just as she was 
about to pull it open and remove it from her shoulders.  She tossed it 
onto the pile and put on the white blouse, again turning to face him as 
she buttoned it up.  "Okay?" she said to him.  He nodded.

"Okay," he said.  "Very prim."

Several more shirts were tried on in the search for good matches for 
the skirt, and each change was accompanied by the same tantalizing 
peek-a-boo as Shannon turned her back at just the right moment as the 
shirts came on and off.  They finally narrowed the selection down to 
half a dozen that Alex said she could have.  She seemed especially 
pleased with a little pink half-tee that hung loosely down her chest, 
leaving her midriff bare.  She posed in the mirror, turning back and 
forth, sticking her tongue out at herself.  From where he sat Alex was 
almost able to see up under the teasing little top.

"Hey," she said, "wanna see something fun with this skirt?" she asked.

"What's that?" he said.

"Watch!"  She pulled her fists up to her chest and spun around once.  
As she did, the loose pleats of the skirt flew out and up, momentarily 
exposing her white cotton panties.

"Wanna see it again?" she said.  Not waiting for an answer she spun 
around again, this time twice.  Again Alex saw her little white bikini 
panties, but coming out of the spin she lost her balance and almost 
fell over.  Instinctively he reached out to catch her, and his hand 
went up under her skirt and momentarily pressed against her little 
bottom as he steadied her.

"Oops!  Sorry," he said, blushing.

"S'okay," she giggled.  "Thanks for catching me."

"You better not try that when you wear that skirt to school," he said.

"Why?"

"Well, the teachers might not appreciate it -- although maybe the boys 
would!"

She giggled.  "And maybe some of the men teachers, too," she added.  
Alex raised his eyebrows, but didn't say anything.

"Oh, wait!" she exclaimed, "Here's something else that goes with it..."  
She kicked off the sandals she was wearing and sat down on the bench 
next to Alex, and fished out a pair of white cotton knee socks with 
frilly lace anklets.  Watching her reflection in the mirror that was 
directly in front of them, Alex was treated to views up her skirt as 
she raised her feet to put on the socks.  When they were on she lifted 
her legs straight in front of her and pointed her toes to admire them.  
"Cute, huh?" she said, looking at him in the mirror, "ruffley."  The 
full extent of her legs was revealed in the reflection, from the frilly 
socks on her feet to her bottom, with a little flash of white panties 
peeking out from between her thighs.

"Yes, very," he said.  "You might as well get them, too."

"Thanks!" she said, pulling off the socks and putting them back in the 
pile.  "But here's something really important that I gotta get," she 
said.  She held up a pair of shiny blue satin panties.  "These are the 
kind Mrs. Kovacik said I need for my cheerleader uniform.  I gotta try 
them on to make sure they're not too baggy."

Alex began to get up.  "Okay," he said, "I'll wait outside while you 
change."

"No," Shannon said, "you can stay.  I'll just do this."  Standing up, 
she worked her bikini panties down from under her skirt and kicked them 
off, then pulled the blue satin pair up, lifting the skirt as she went.  
By the time the skirt was up to her waist, the panties were snuggly on.

"There!" she said, "that works."  She hummed to herself as she turned 
this way and that, holding the skirt raised while she checked out the 
panties in the mirror.  They were cut in full brief style, rising a bit 
on the sides, tightly enclosing and molding her firm buttocks in the 
taut blue material. "What d'ya think?" she said to Alex.

"Uh," he said, looking up, "aren't they a bit tight?"

"They gotta be," Shannon replied, "so's they'll be real shiny, 
especially when I go like this..."  She turned her back on him and bent 
far forward, holding the skirt up.  The panties tightened on her bottom 
like a heart-shaped party balloon, and shone brilliantly with a 
metallic sheen.  "See?" she said, looking back at him.  "It's really 
neat when a whole line of us girls do this in the sunshine."

"I can imagine," said Alex, studying her bottom from a foot away.

She straightened and turned around.  "I think these are the kind Mrs. 
Kovacik wants," she said, "so that people don't get the 'wrong idea'."  
She hiked up her skirt as she faced Alex.  "These don't give you the 
wrong idea, do they?" she asked.

"No," he said, staring down at her, "they give me ... I think they're 
just fine."

"Good," she said, pleased.  "Now, I do need another skirt..."  She 
looked at him questioningly with her eyebrows raised and a finger 
pressed to her teeth.

He sighed.  "Sure, why not," he said.

"Thanks!"  She grinned and quickly whipped off the plaid skirt, 
standing for a moment in just the pink half-top and shiny blue panties.  
Locating a blue denim skirt in the pile, she stepped into it and pulled 
it up.  "I know I have a denim skirt, but I need one like this," she 
said, looking at him in the mirror.

"But isn't it damaged?" Alex said.  The hem of the skirt ended at mid-
thigh and was fluffily frayed.

"That's just the style, silly!" she said.  "It's s'posed to be like 
that.  Boy, guys don't know anything!"

He shrugged.  "So, do you think we're almost finished here?  The store 
people are going to be wondering what we're ... what's taking us so 
long.  Is there anything else you need?"

"Actually," she said, "I do need a lot of new panties.  The ones I got 
now are real old and I'm getting too big for them."  She reached under 
the pile and produced several pairs of panties in assorted styles and 
colors.  "Can I try these on?" she asked.  "You can wait outside if you 
want, if you're worried about the store people.  Or you can stay and 
watch me."

Alex stared at the flimsy underwear she was holding and slowly nodded.  
"Okay," he said, "go ahead.  I ... I guess I'll stay."

Now the tease began in earnest, and Alex felt his cock moving and 
stiffening in his pants.  Shannon repeatedly removed her panties under 
cover of the short skirt and pulled up new pairs, lifting the skirt 
with them.  The panties she modeled for Alex seemed to have been 
selected in a particular order, becoming skimpier and more revealing 
with each pair.  Shannon was silent as she put them on and held the 
skirt raised to make sure he got a good look, turning around each time 
so he could see her from front and back.  She watched him in the mirror 
as he watched her, smiling at him.

The last pair was a tiny bikini of cream colored nylon and was 
virtually transparent.  Alex stared at her firm little bottom, 
completely exposed to his view through the filmy material as she stood 
with her back to him.  She turned around and moved closer to him.  The 
panties dipped very low in the front and clung tightly to her pubic 
mound, almost exposing the folds of her vulva, which were tantalizingly 
obscured by decorative embroidery on the crotch.

"I guess these would really give the wrong idea in cheerleading, huh?" 
she joked.  "But they'll always be under my clothes so nobody'll see 
them.  'Cept for you, of course, right now.  And maybe at home.  You 
don't mind, do you?"

Alex struggled to speak.  "No," he said hoarsely, "why would I mind?  
Go ahead, you can get them.  Oh hell, you can have them all!"

She grinned and clapped her hands.  "Thanks, Alex!  Ooo, this is so 
much fun!"

She continued to rummage through her pile.  "Oh, here's other stuff 
that I need."  She fished out a pair of pantyhose and quickly stepped 
into them.  She pulled them up tightly, and kept her skirt pulled up 
over her waist while she turned from side to side, checking them out in 
the mirror.  "They fit good," she said.  "They hafta be tight like this 
so they won't get saggy."  Alex stared at the smooth sheen that ran all 
the way from her toes to her waist, with the tiny panties showing 
through.  He wondered what they would feel like, if he ran his hand...

"And these, too," she said, taking a pair of stockings from the pile.  
She pushed down the pantyhose, and sat down next to Alex to take them 
off her feet.  Then she put on an open topped stocking, raising her leg 
and pointing her toe as she drew it tightly up.  She repeated the 
operation with the second one, and stood up.  She let the skirt drop 
and looked at herself in the mirror.  Then she turned towards Alex and 
reached down to pull the skirt back up.  The tops of the stockings came 
into view, giving the effect of an old fashioned pinup picture.  They 
looked like the kind of hosiery that usually is held up with garters, 
but the tops were evidently elasticized and tight enough to stay up on 
their own.

"I need this kind, too," Shannon explained, "besides the pantyhose.  I 
think they look nice with the panties, don't you think?"  She stepped 
closer to him, still holding her skirt up.  His eyes roamed back and 
forth between the almost fetishistic stocking tops and the little 
teasing panties, and over the expanse of bare flesh in between.

"Yes, they're very pretty," he said, staring hard.

"Even though I've got the pantyhose I need a coupla pair of these, 
too," she explained, "'cause sometimes if I have a short skirt on ... 
well, it's just more fun with these."

"I ... I can imagine," said Alex, and he really could.

"Actually, there's one thing more that I think is really neat."  She 
removed the stockings and pulled the panties down under the skirt, 
letting it fall to cover her, and took a pair of gold lamé shorts from 
the pile and pulled them up the way she had done previously with the 
panties.  Then she removed the skirt and examined the shorts in the 
mirror.  "I thought these would be good for when me and Gabby come here 
to hang out."

The shorts were skin tight and revealed every curve they barely 
covered.  The "camel toe" between her legs was obvious and explicit, 
and the upward sweep of the cut in back left her buttocks half exposed 
and the crevice between them deeply molded.  There was nothing subtle 
or ambiguous about them: they were slutty, come-fuck-me whore pants.

Alex was shaken out of the erotic daze Shannon's tantalizing panty 
tease had put him into.  "Uh, Shann," he said slowly, "I don't 
think..."

"Too much?" she said.

"Shannon, if your mother ever saw you in something like that..."

"Yeah, I guess you're right," she said with a sigh.  "Oh, well.  But 
can I get the rest?" she asked eagerly.

"Sure," he said with a shrug.  "Happy Birthday."

"Thank you, Alex, thank you so much!"  She stood on tiptoes and gave 
him a quick kiss on the lips.  Stepping back she hooked her thumbs into 
the waistband of the shorts and looked at him expectantly.

"Ahem?" she said when he didn't move.

"Oh!  Right, sorry," he said, embarrassed.  "I'll just, uh, I'll wait 
for you outside."  He fumbled with the door latch and went out of the 
dressing room, closing the door behind him.

* * * * *

When they got home, Alex found a note from Dawn in response to the one 
he had left her explaining where they'd gone.  Shannon grabbed the 
portable phone and ran upstairs with her loot.

"I'm gonna call Gabby and tell her what I got!" she said as she raced 
up the stairs.  "Thanks again, Alex!"

Alex watched her disappear around the corner at the top of the stairs, 
then plopped down on the couch in the living room with Dawn's note.  
"Don't let her milk you dry, Alex," she had written.  "If you're not 
careful, my daughter can become an expensive habit!"  Almost two 
hundred and fifty dollars, he said to himself.  But I'm not complaining 
-- oh, man, I am definitely not complaining!  Shannon had stirred up 
and fed his helpless addiction, just the way he craved.  She had been 
deliberately teasing his cock back there, and God, did he love it!  He 
still had an erection because of it, and he didn't know if he could 
wait until after dinner to give it the attention it needed.

If he had had any doubts, they were gone now: Shannon had seen those 
pictures on his computer, he was sure of it.  And now that she knew he 
had a thing for young girls she was doing everything she could to turn 
him on and keep him excited.  A pattern had become clear, a tit for tat 
-- to put it crudely, all he had to do was pay in advance, and she 
would cock-tease the hell out of him.  And the more she did it, the 
more he would need -- and she knew it.

Still, he thought, I can't be absolutely sure; it's just a hypothesis.  
And what do you do with a hypothesis?  Well, you test it, is what!  And 
that's what I'll do, he thought, perform a controlled experiment.

But that will have to wait until tomorrow, he said to himself.  Right 
now I need to take care of something else.  He got up and quietly 
walked up the stairs to his room.  Closing the door, he went over to 
the wall that separated his room from Shannon's and listened.  He could 
hear her talking to Gabby on the phone, and laughing.  He couldn't make 
out what she was saying, but he was sure she must be telling her friend 
about her "shopping", and how she had teased him in the dressing room.  
He removed his pants and lay down on his bed, and began to stroke his 
erect penis as he listened to the muffled sounds through Shannon's 
wall, imagining the little girls giggling over his sexual torment, 
imagining them kneeling beside his bed watching him bring himself to 
orgasm, taunting him with his need...

* * * * *

When he returned from work the following afternoon he found Dawn in a 
good mood.

"Shannon just got home," she said, "and she showed me this."  She held 
up Shannon's book report -- it bore a large red "A" on the front.  "So 
I guess that talk we had did some good, huh?" she said, winking.

"Oh, she was no trouble at all," he said.  "She did her work as soon as 
she got home."  As he spoke, Alex noticed that Shannon had come to the 
top of the stairs and was leaning against the wall, listening.  She was 
wearing her new plaid skirt.  Dawn was standing at the foot of the 
stairs with her back to Shannon, and didn't know she was there.

"I'm glad," Dawn said.  "Oh, I know she's a good kid.  She can be a 
handful, but if you give her enough time she'll eventually do what you 
want her to -- she likes to please."  Alex listened, trying not to 
glance up the stairs at Shannon.  From where he stood at the foot of 
the stairs he was able to see a considerable way up her skirt.

"And I'm glad you didn't go overboard with her birthday present," Dawn 
continued.  "A skirt and two shirts is plenty.  I'm sure she tried to 
wheedle more out of you, but I'm glad you held firm.  Good for you!"  
While Dawn was talking, Shannon looked at Alex and held her finger to 
her lips in a "shhh" gesture.  Then she lifted her skirt to show him 
her tiny new nylon panties.  She bit her lower lip as she gazed 
impishly down at him.  Alex realized that she hadn't told her mother 
the full extent of his gift; in particular, she hadn't mentioned the 
new panties at all.  He decided that was a good thing, for more reasons 
than one.

Alex didn't know how to respond, but Shannon saved him by lowering her 
skirt and traipsing noisily down the stairs.

"Oh, hi, Shann," Dawn said, "I was just showing Alex your book report."

"Yeah, pretty cool, huh?" Shannon said.

"So, I guess you and Alex are a good team," Dawn said.  "You get things 
accomplished."

"Yeah, we get along," Shannon responded.  "Don't we, Alex?"

"So far, so good," he said.

"This is working out so well, you guys!" Dawn said.  "I'm so glad I 
convinced you to move in, Alex."

"Well, I certainly don't have any complaints," Alex said.  "And I hope 
Shannon doesn't."

Shannon smiled and shook her head.  "Well, I'm gonna ride my bike over 
to Gabby's," she said.  "See you for dinner, Alex."  She grabbed her 
jacket and went out.

"I've got to take off, too," said Dawn.  "Guess I'll see you tomorrow 
morning."

After she had left, Alex wandered around the house for a while, 
daydreaming.  As he was thinking about the give-and-take pattern that 
seemed to have developed between Shannon and him, he went around the 
house collecting the contents of the various waste baskets, which were 
overflowing, and took them to the dumpster in the maintenance alley 
behind the condo.  A test, he thought; yes, it's time for a test.

Shannon was back in plenty of time for dinner, and set the table while 
he finished making the salad.

"Oh, by the way," he said, "I saw that your trash-emptying chore had 
slipped your mind, so I took care of it for you."  She looked at him, 
surprised.

"Gee, thanks," she said.  "You didn't hafta do that."

"No biggie," he said.  "A reward for your 'A'."

She grinned and they sat down to eat.  Alex talked a bit about the 
day's news.  Shannon ate quietly for the most part, smiling to herself.

Later they watched a bit of TV, and then Shannon went upstairs to take 
a shower shortly before her bedtime.  After a while Alex turned off the 
TV and the lights and headed upstairs himself.  Just as he reached the 
top of the stairs the bathroom door opened and Shannon emerged from the 
steamy room, with a towel wrapped around her.

"Oh, hi!" she said.  "Well -- good night!"  She turned and started down 
the hall to her room.  When she had taken a few steps she casually 
unwrapped the towel, and continued walking away from him, totally nude.  
She walked slowly, her small hips undulating from side to side with her 
easy gait.  Alex stared transfixed at her back and her perfect little 
bum, flexing as she walked, still pink from the heat of the bath, 
smooth and firm and glowing.  When she reached the door to her room she 
turned and stood with the towel held against her front.  Alex could her 
in profile now, and his eyes followed the curve of her naked body down 
her back and over the prominent swell of her tight bottom.  She paused 
for several seconds drying her face, seemingly unconcerned that Alex 
was there watching her.  Then she went into her room and shut the door.

He got into bed in a daze.  As he lay gently fondling his erection, he 
closed his eyes to recall the image of the little girl's nude body, so 
temptingly displayed to tantalize him.  Do doubts, he whispered to 
himself; no more doubts.  Q.E.D.

* * * * *

The next morning nothing was said about the show Shannon had treated 
him to.  She was her usual blithe self, bouncing around the kitchen 
humming to herself.  And Alex certainly wasn't going to say anything 
about it.  He didn't want to do anything that might interfere with the 
unspoken arrangement that seemed to be developing between them.  It was 
dangerous, of course, and wholly "inappropriate", and he had no idea 
where it was leading; but he didn't want it to stop, not ever.  He had 
become totally obsessed with Shannon and the excitement she caused him.

When she was about to leave for school, she turned to face him.  "Uh, 
Alex?" she said, in her best little girl voice.

"Yes, Shannon?"

"Could you give me and Gabby a ride to the mall after school today?  
Please?"  She looked expectantly towards him, with her index finger 
pressed to her teeth.

"Sure," he said quickly.  "I ... sure."

"Thanks!" she said.  "See ya then!"  She opened the door and ran to 
catch the school bus.

Alex had gotten to the point where he'd do anything for Shannon.  He 
knew now that every time he did something for her, gave her something 
she wanted, she would reward him with the kind of erotic tease that 
drove him crazy with lust.  Everything she did teased and provoked him, 
and drove him mad with sexual frustration.  He loved the way she 
tantalized him, he craved it, was addicted to it.  And she seemed to 
understand his addiction instinctively, and how to make it worse.  She 
was so good at it, she must know what she did to him.  She must know 
that all his masturbation was for her now.

These were the thoughts that flooded his mind as he drove to pick up 
the girls after school.  He thought about Shannon all the time, now -- 
about her developing body, and about her willingness to use it to tease 
and tempt him into satisfying her whims.  His erection was almost 
constant now, with thoughts of the tantalizing displays she had 
afforded him, and what she might do in the future.   She had him 
trapped and wriggling on her erotic hook, tormented and frustrated -- 
and he never wanted it to end.

When he picked the girls up at their school he was surprised to see 
that they were wearing matching outfits -- Shannon had on the plaid 
skirt and jersey he had bought for her and Gabby was wearing the same.

"Hi, girls," he said.  "Or maybe I should call you the Bobbsey Twins."  
The girls laughed.

"Gabby liked what you gave me so much she made her Daddy get it for 
her, too," Shannon said.  "It's fun matching."

Alex pulled out into traffic and headed for the mall.  "And how are you 
today, Gabby?" he asked, looking at her in his rear-view mirror.

"I'm fine, Mr. -- uh, Alex," she said.  "Sorry, I keep forgetting."

"You know, maybe you should just call me 'Mr. Alex' from now on, 
Gabby," he said.  "You can pretend I'm your hairdresser."

Gabby giggled.  "Okay," she said.  "Mr. Alex."

When they reached the mall they walked in together. "Alex, I told Gabby 
she can come home and eat with us tonight," Shannon said.  "Is that 
okay?  And then we can take her home?"

"Sure," said Alex, "no problem.  So, what are your plans now?  How long 
will you be here?"

"We just want to meet up with some kids and hang out a little," said 
Shannon.  "We can meet you at the food place later."

"Okay," said Alex.  "So what do you say -- about an hour and a half?  
Five?"  The girls agreed.  "Fine," said Alex.  "I'll do a little 
looking around and meet you at the food court at five."
The girls traipsed off together and Alex headed for the bookstore and 
lost himself in browsing.  As often happened when he did that, time 
evaporated.  Looking up at the store's wall clock he was startled to 
see that it was a few minutes past five.  He replaced the book he had 
been reading and hurried off to meet the girls.  He hoped they wouldn't 
have been waiting for him too long.

As he entered the wing of the mall that contained the food court he saw 
them immediately.  They were sitting at a table sipping cans of soda, 
chatting and giggling together.  Their backs were to him, so they 
didn't see him as he approached.  He thought the way they were sitting 
was a bit odd, since although they were sitting opposite each other at 
the table they weren't facing each other; instead, their chairs were 
turned to the side pointing in a direction across the dining area, 
although they were looking sideways at each other and laughing.

Then Alex saw him.  Across the court an older man was sitting with the 
remains of his lunch in front of him.  He was staring intently at the 
girls, whose chairs were directly facing him.  And Alex could see why -
- Shannon and Gabby were sitting with their feet on the floor, but 
their legs were slightly apart and their skirts had been pulled up 
several inches above their knees.  Oh my God! thought Alex.  They're 
deliberately teasing that old guy!  From where he's sitting he must be 
able to see up their skirts.  Because of the way they had their knees 
just slightly apart, Alex judged that the man was probably getting a 
tantalizing peek at their panties under their skirts.  Might as well 
see how this progresses, he thought.

He inconspicuously made his way around the outside of the dining area 
until he was in a position that allowed him to see both the older man 
from the side, and a bit of what he was looking at.  Sure enough, the 
girls had arranged themselves so that the man could watch them as they 
chatted and horsed around.  He was leaning forward and staring at them 
fixedly, with his mouth slightly open.  The girls seemed not to notice 
him as they chatted, and every so often one of them would lift her knee 
momentarily, as if in animated conversation with her friend.  Whenever 
that happened the man would get a full view up her skirt between her 
thighs to the exposed crotch of her panties, and his eyes would open 
wide, and he'd lick his lips.  He had a newspaper in his lap, and Alex 
chuckled to himself when he saw that the man's hand was moving under 
the paper, stroking himself through his pants in his excitement.  So 
they found themselves a dirty old man, Alex thought, and now they're 
going to tease him silly!  He noticed he was becoming aroused himself, 
in sympathy with the frustrated old dude.  God, this must be driving 
him crazy! he thought.

After a few minutes Gabby lifted her legs and put her heels on the edge 
of her seat.  She wrapped her arms around her bent legs and rested her 
chin on her knees while she looked over at Shannon, who continued to 
chatter.  The pleated skirt was fully raised now, and the excited old 
man could see the underside of the little girl's plump thighs, and the 
white crotch of her panties peeking out from between them, just above 
her bottom.  He stared into her crotch, and his hand moved faster under 
the newspaper.  Alex found he was enjoying watching the girls get this 
guy so turned on.  Get a look good now, he thought, so you can remember 
it later when you're jerking off!  That's as much of these little girls 
as you're going to get, and you know it, so get yourself good and 
worked up while you can.

After Gabby had teased the man with her legs and panties for a while, 
she pointed down at Shannon's feet.

"Look, Shann," she said, "your shoe's untied."  Shannon looked down at 
her left shoe.

"Oh yeah, it is," she said.  Instead of bending down to the floor to 
re-tie the lace, she raised her leg and put her left heel up on the 
chair so she could reach the shoe as she sat.  At the same time she 
spread her legs wide, so that her entire crotch was open and fully 
exposed.  She was wearing the tiny white panties Alex had bought her, 
and it was clear even from a distance that they covered little and left 
almost nothing to the imagination.  After two or three seconds, Gabby 
got up and moved between Shannon and the red-faced old man whose mouth 
was now hanging open in helpless lust, and literally drooling.  Gabby 
pretended to be chatting with Shannon, but it was clear to Alex that 
the move was deliberate and had been planned, just to torment the 
pervert who was masturbating to them.  Bravo! thought Alex, as he 
watched the poor old guy craning his neck, frowning and trying 
desperately to see around Gabby, devastated that his view of Shannon's 
barely covered little pussy had been snatched away from him so quickly.  
They got you, thought Alex -- that should make for some serious 
swearing and jacking tonight!  He decided that it was time to end the 
game, before the guy got himself arrested.

"There you are," he said as he walked up to the girls.  "I hope I'm not 
too late."  The girls were surprised, and looked at each other a little 
sheepishly.  Shannon had lowered her leg and skirt as soon as she knew 
he was there, but her faced was red.  "You okay?" Alex asked 
innocently.  "You look a little flushed."

"Uh -- no, I'm okay," she said.  "Gabby just made me laugh."  She 
jumped up and grabbed her empty soda can, and tossed it in a trash 
receptacle.  "Guess we should go now!"  The three of them left the food 
court and headed for the exit.  Alex noticed that the old man had 
disappeared, taking his newspaper with him.

* * * * *

They picked up pizzas on the way home and ate as soon as they got to 
the condo.  Shannon and Gabby gossiped about their friends at school, 
and Alex stayed quiet for the most part, listening to them chat.  It 
was so hard to believe that these typical schoolgirls, to all outward 
appearances so innocent, had not two hours ago driven an old man to 
masturbate in a public place!  What other secrets were hiding behind 
those pretty faces?

After dinner Alex decided he needed a drink to unwind, so he poured 
himself an ale.  It was a full pint, from sixteen ounce bottles he 
bought by the case, a British brew he'd learned to love when he'd spent 
some time in the UK as a consultant.  He took a deep quaff, then 
carried his briefcase up to his office and organized some work for the 
next day.

When he came back downstairs Shannon called to him from the living 
room.  "We need to ask you something," she said.  "We want your 
opinion."

Alex went into the living room, where the girls were sitting on the 
couch.

"Okay," Shannon said, "we've decided that when we wear these same 
clothes and all we look like twins, and we want to practice doing poses 
and stuff like we're models.  And we want you to tell us if we look 
good."

"You think you look like twins?" Alex asked.  "And you want to pretend 
you're models?"

"Yes!" cried Shannon, and she jumped up, pulling Gabby with her.  She 
stumbled a bit and Gabby caught her.
 
"Oops!" said Shannon, and both girls dissolved into giggles.

"Okay," said Shannon, "Okay, let's get serious.  First we're like 
models showing these nice clothes in a catalog or something.  But the 
thing is we're twins so everything we do is the same like in a mirror."  
She struck a pose, taking Gabby by the hand and holding it up, while 
she looked down in the other direction with her leg extended in a 
ballet pose.  Gabby copied her, looking in the opposite direction.

"Very nice," he said.  "Very graceful."

"'Course, we're not really twins, but we're just pretending -- you 
know?"  She dropped Gabby's hand and looked at Alex.

Alex said yes, he knew, and waited for another pose.  "Next?" he said.

"Okay, here goes," said Shannon, and took Gabby's hand again, but 
dropped it immediately.  "I mean, I'm blond and she's not, but we're 
still twins."  She pointed to her head and to Gabby's.

"Yes, I got it," said Alex, laughing.  He looked at Shannon, a little 
puzzled.

"C'mon, Shann, we gotta pose!" complained Gabby, and took Shannon by 
the hand again.

"Right, right, okay," said Shannon.  "Okay..."  She reached for Gabby's 
hand, but then stopped and looked behind her.  "And the other thing," 
she said, "is that the Gabby twin has this nice big butt and I don't!"  
She spun around and clapped both hands on her rear end.  Gabby 
collapsed on the couch and rolled around on it, laughing and holding 
her sides.  Both girls were cackling and giggling like mad women.

Alex shook his head and went back into the kitchen.  What is with these 
girls? he thought to himself.  He grabbed his ale to fortify himself 
with another gulp, but put it down right away, looking into the glass; 
it was almost empty.

"We're ready now," the girls called out from the living room.  Alex 
slowly emerged from the kitchen, looking sternly at Shannon.

"You drank my beer!" he exclaimed.  "You're drunk!"

"No we didn't," Shannon said, swaying a little. "Just a lil sip."  She 
belched.

"Right, jusht a sip," said Gabby, making a tiny gap with her thumb and 
forefinger, squinting at it with one eye, her tongue pressed into the 
corner of her mouth.

Alex threw up his hands in a gesture of exasperation.  "This is not 
good," he said.  "What were you thinking?"  The girls looked back at 
him with wide eyes and shrugged.  "I'm surprised at you, Shannon.  And 
Gabby, what am I going to tell your parents when I deliver you home 
like this?"

"'S'okay," said Gabby, "they're late -- I mean they're out and ... and be 
home late."  She looked at him, trying to focus.  "So okay -- see?"

"C'mon, we want to pose now," Shannon whined.  She pulled her hair to 
the top of her head and tried to execute a pirouette, but lost her 
balance and fell down.  She looked up from where she sat on the carpet 
with her legs splayed out in front of her, looking very surprised.

"Me too!" shrieked Gabby, and she spun around and plopped down next to 
Shannon.  Both girls were now sitting on the floor, leaning back on 
their hands, with their legs spread in front of them.  Their skirts 
were hiked up almost to their waists, exposing most of their legs.

As he looked down at the inebriated girls, Alex had a thought.  He knew 
he shouldn't take advantage of these little girls, so tipsy from the 
ale they had consumed.  They were so vulnerable, so pliable -- he could 
get them to do anything he wanted.  But that wouldn't be fair, or nice 
-- he really shouldn't – but ... oh, what the hell!

"Well," he said slowly, "if you two really want to pretend you're 
models, maybe we should make it more realistic."  He walked over to a 
bookcase and took something from a shelf, then went back to the girls.  
They looked up at him curiously.  "So, how about if we take some real 
pictures, with this..." He showed them what he had in his hand: a digital 
camera.

"Yaay, pictures!" cried Shannon.

"Pictures," Gabby echoed, "we wanna do pictures!"  She rolled on the 
floor and Shannon followed suit.  They bumped into each other, which 
caused them to giggle hysterically, then rolled in opposite directions, 
reversed and bumped again.  Their skirts had ridden up over their 
waists, revealing their panties -- Shannon in her new transparent 
bikini, Gabby in lacy black hip-huggers.  Alex followed them around the 
floor with his camera.  He made sure he got some pictures of Gabby's 
voluptuous bottom in her frilly black panties.  Shannon was moving 
around too quickly for him to get any close-ups of her tiny bikini, but 
he got several with her skirt up, capturing her cute bottom and long 
legs.

"So, why don't we get some shots of your first pose," Alex said, 
pulling the girls to their feet.  He moved them into the pose they had 
first showed him, which actually had been quite nice.  He took several 
variations of that pose, then stopped and looked at them thoughtfully.

"You know, a few minutes ago I saw that both of you are wearing very 
pretty panties.  Shall we get some nice pictures of them, now?  I'll 
bet you could do a really good job modeling them."  The girls looked at 
each other and began to giggle, covering their mouths with their hands.

"Okay," they said together, and immediately started to lift their 
skirts.

"Wait," said Alex, "let's do it like this -- first just stand looking 
at me with your hands behind your backs."  They did as they were told 
and he snapped a picture.  "Okay, now lift up your skirts just a little 
bit, just a couple of inches."  They did, and he took another picture.  
"Very good, now a little more..."  The skirts went higher and he snapped 
another shot.  "You girls have such pretty legs!" he said.  "And I'll 
bet you know that men really like seeing lovely girls like you, and 
they especially like to see your panties."

Gabby suppressed a giggle and looked at Shannon.  "Yeah, we know, don't 
we Shann!" she said.  Shannon nodded and grinned.

"So, shall we show them some more?" Alex asked.

"Yes!" the girls chorused together, and their skirts inched higher.  
When they had lifted them high enough to show their underwear, Alex 
moved in for several close-up shots, kneeling on the floor in front of 
them while they stood above him holding their skirts raised.  He then 
had them turn around and bend over, pulling the skirts up over their 
bottoms.

"That's right, girls, just like that!  Now look back at me and smile 
while I take a picture of your pretty little rears!"  The girls laughed 
and did what they were told, and Alex took several shots, from 
different angles.  These pictures were going to be a treasure.

He had a sudden idea, and whispered something to Shannon.  She nodded 
eagerly, and ran upstairs.  A minute later she stumbled down the stairs 
with the two pairs of stockings Alex had bought her.

"Okay, ladies," he said, "why don't you slip these on for the rest of 
the pictures."  Shannon and Gabby pulled the stay-up stockings onto 
their legs, and waited for instructions.

"Okay," Alex continued, "now we need to get some good clear pictures of 
those pretty panties of yours, so why don't you sit down on the floor 
and lean against the couch -- that's right, sit next to each other -- 
now raise your skirts and pull your legs up -- good, like that, bend 
your knees -- oooo that's so nice -- that's right, spread your legs 
apart, as wide as you can get them -- ah, perfect, yes, just like that 
--  move your hands a little, Shannon, we want to see those stocking 
tops -- mmm yes, good -- great, you girls are doing so well!  You sure 
you're not professional models?  No?  Well you're just as good as they 
are, and so sexy -- can you look sexy?  Yes?  Oh yes, Gabby, lick your 
lips like that, perfect -- you too, Shannon -- oh my, look at you two!  
If you were real models you'd be the most popular of them all -- you 
would have men falling all over each other to see your pictures!"

The girls were flushed and excited -- Alex didn't want to push them too 
far, but he was very excited himself now, and wanted to exploit the 
situation as much as he could.  He was being very wicked, he knew, but 
he didn't care -- this was just too good to pass up, and he wanted to 
get as many pictures as he could.  Putting little preteen girls into 
sheer stockings and having them spread their legs to tease and 
tantalize in their flimsy panties was exploitative and lascivious in 
the extreme, and Alex had an enormous erection as he took picture after 
picture of the two tipsy schoolgirls.  He felt guilty, but also 
incredibly excited by the way he was taking advantage of their 
vulnerability.  Besides, it wasn't as if dirty old men would be seeing 
the pictures and jerking off to them -- he'd be the only one to see 
them.  These images would go straight to an encrypted flash memory 
drive, to be enjoyed only by him.  And he expected to enjoy them often.

"Whadda ya want us t' do now?" Shannon said.

Alex thought for a moment.  "How about I get some pictures with your 
dresses off," he said.  "Would you like to do that?"

The girls looked at each other and shrugged.  "'Kay," said Shannon, and 
struggled to her feet.  Gabby got up, too, and both girls began to 
undress.  Alex's camera snapped rapidly as the girls unbuttoned their 
blouses and threw them onto the couch, and as they unzipped their 
skirts and pushed them down over their hips.  They stood before him in 
only their underwear, and the erotic nylons.  Gabby was wearing a lacy 
black brassiere that matched her panties.  It was cut rather low and 
exposed half of her surprisingly well-developed breasts.  Shannon was 
wearing a very small half-tee that just covered her chest, hiding the 
gentle swellings of breasts that were just starting to emerge.  The 
shirt hung loosely, Alex noticed, so that shots taken from a low 
vantage point might be able to see a fair distance up under it.  He'd 
try to make sure he got some.

He then proceeded to pose the girls in every provocative, suggestive 
position he could think of, bending low or kneeling to frame his shots, 
an obvious bulge pressing out from between his legs.  He had the girls 
stand with hands on hips, pouting coyly at the camera, or sit on the 
floor with legs lifted and splayed wide, or crouch dog-like on their 
elbows and knees with legs parted, looking back and sticking their 
tongues out at the camera.

Finally he saw that the girls were becoming worn out in their 
excitement, and it was time to end their photo session.  He had hoped 
to convince them to take off all their clothes, but decided that would 
have been too risky.  So, he settled for the dozens of shots he'd 
already taken.  It was a mouth-watering collection, and he was looking 
forward to enjoying it later.

The girls were eager to see the pictures, so they sat on either side of 
him on the couch while he cycled through the preview images on the 
camera's monitor screen.  They pressed against him and giggled at the 
photos, occasionally reaching down to point.  He was holding the camera 
in front of his still prominent hard-on, and the girls' hands 
inadvertently brushed against it now and then as they jostled against 
him or reached down to move the camera this way and that.  That added 
to his excitement, of course, as did the warmth of the sweaty little 
bodies pressed close to him, and their little-girl fragrance of soap 
and shampoo and perfume, and an unmistakable hint of female scent.

Both girls were almost asleep on their feet when he drove Gabby back to 
her house, and Shannon fell asleep in the car on the way back home.  He 
carried her into the condo, and left her to stagger sleepily into her 
bedroom, while he set about the pleasant business of downloading his 
treasures from the camera.

* * * * *

"Cool, huh?  Like 'em?"  Shannon walked into the living room where Alex 
was reading after dinner the following day.  She was wearing heart-
shaped sunglasses with a deep pink tint.

"Well, hi, Lolita," Alex said, looking up from his newspaper.

Shannon froze and stared at him.  "What did you say?" she asked, 
frowning.

"I said, 'Hi, Lolita'."

"Why did you call me that?"  She seemed hurt.  "It means 'slut', 
doesn't it?"

Alex laughed.  "No, no," he said quickly.  "Lolita is the name of a 
character in a novel.  It was made into a movie, a couple of times, 
actually, and the girl named Lolita wears glasses like those."

"Oh."  She seemed placated.  "I thought it meant a slut.  I wonder why 
people told me that?"

"Well," Alex said, "the character is sort of sexy -- but she's not a 
prostitute or anything like that.  She's just a pretty young girl."

"That's all?  Huh!" Shannon said.  "So what's the book about?"

Alex put down his paper.  "It's about a man, a college professor, who 
falls in love with a twelve-year-old girl named Lolita.  Since the 
first movie was made the name 'Lolita' has come to be associated in 
some people's minds with young girls who -- well, who are attractive to 
older men."

She plopped down on the couch next to him.  "Is it a good book?" she 
asked.

"Yes, it's very good, but it's sad, too," Alex said.  "It's quite 
famous, actually."

"Sounds interesting.  Maybe I can do a book report on it."

Alex stifled a chuckle.  "Well, maybe when you're a little older," he 
said.

"How come not now?" she replied.  "Don't you think I'd like it?"

"You might," Alex said, "but it might be a little old for you.  And 
your teacher would probably be shocked if she knew you were reading 
something like that!"

Shannon giggled.  "Yeah, prob'ly.  Kids know a lot more than they 
think."

"So where'd you get the glasses?" Alex asked.

"They're Gabby's. I thought they were cool so she said I could borrow 
them."

"You two are really good friends, aren't you?" Alex said.  "You spend a 
lot of time together."

"Yeah, we have fun," Shannon said brightly.  "Actually, I bet she knows 
about that Lolita book.  She knows lots of older stuff like that."

"Older stuff?" Alex asked.

"Yeah, you know -- stuff about sex and like that."  Shannon took off 
the glasses and turned them over in her hands, examining them.

Alex was becoming more curious.  "And how did she learn about that kind 
of -- stuff?"

"From her sister Michelle, mostly," Shannon said, "she's older, like 
nineteen."  She put the glasses back on and went to a mirror on the 
wall at the bottom of the stairs to admire herself.  "Michelle knows a 
lot," she said, turning her head from side to side in the mirror.

Alex was quite interested now.  "And what does she tell Gabby?" he 
asked.

Shannon came back to the couch and sat down again.  "Stuff about her 
boyfriend, mostly.  Stuff she does that he likes.  Whenever she goes 
out on a date with him, she tells Gabby about what she did to get him 
all hot."  Shannon leaned back on the couch and stretched her arms over 
her head, looking at the ceiling.  "And then Gabby tells me," she said, 
yawning.  "We learn a lot more from Michelle than we ever do in sex 
ed!"

Alex never expected to be having a conversation like this with Shannon.  
He couldn’t resist asking: "Uh, what does she tell Gabby about her 
boyfriend?"  He tried to keep his voice even, but he was becoming 
excited now.

"Oh, just things," Shannon said vaguely.  "Things that make him want to 
keep having dates with her.  Gabby says that sometimes he drives off 
real mad after they've been sitting in his car out front for a long 
time, but he always calls the next day begging to go out again.  
Michelle knows just how to keep him coming back for more, Gabby says."

"More -- what?" Alex asked, probing.

Shannon looked at him with a "do-I-have-to-explain-everything-to-you" 
expression.  "You're a guy, Alex," she said.  "I think you know what."

Suddenly she turned toward him eagerly and took hold of his arm.  "Can 
you keep a secret?" she said in a low, conspiratorial whisper.  "I mean 
a never-tell, hope-to-die secret?"

Alex stared at her, then nodded dumbly.  "Uh ... sure," he finally 
managed to say.  His heart was racing.

"You have to cross your heart," she said.  She looked at him, waiting.  
"Go ahead, cross your heart," she said, "and hope to die!"  Alex 
mechanically passed a finger over his chest.

"Well," Shannon said, still whispering, "Michelle has this thing she 
does with her computer.  She's got one of these, whaddaya call it, a 
little camera thingy that plugs into the computer, and she gets on the 
internet and guys can see her in the camera.  Then she puts on, like, 
shows for them!"

Alex swallowed.  "Shows?" he said.

"Yeah, you know, she puts on music and dances, and then she takes off 
her clothes!  While they watch her!"  She bounced on the couch 
excitedly as she described the stripteases that Michelle performed on 
her webcam.  "I couldn't believe it when Gabby told me that!  Can you 
imagine?"

Alex could imagine, all right, and so could his penis, which was 
growing hard as he listened to Shannon.  "I ... I don't think I've ever 
met Michelle," he said slowly.

"Oh, I know," Shannon said.  "But she's real pretty, sort of like 
Gabby, with curly dark hair, but a little skinnier.  And she's real 
big, you know, up here..."  She ran her hands over her chest.

"Sounds very ... attractive," Alex said.

"Yeah, she is," Shannon said.  "And lots of pervy old guys pop up out 
of nowhere whenever she puts on a show.  She's real popular.  Gabby 
says it's funny to see the things they type in while she dances for 
them in her underwear, begging and stuff."

"Begging...?"

"Yeah, they beg her to take her clothes off faster, stuff like that.  
Gabby says when they do that Michelle just laughs at them and goes 
slower."  Alex closed his eyes, imagining the little cock-teaser 
tormenting her audience.

"She said if Gabby wants to do it too she'll show her how.  She even 
said I could do it if I wanted!"

Alex's eyebrows went up.  "Uh, have you ever..." he began.

"No, I never did it," Shannon interrupted, "or Gabby either.  I'd be 
too scared!  'Sides, I don't think those men would want to see a skinny 
little kid like me."  She looked deprecatingly down at her chest.  "But 
still," she said, looking up, "it's fun listening to Michelle. I learn 
all sorts of things from her."  She looked at Alex with wide eyes.

Alex was about to say something, but Shannon jumped up before he was 
able to.

"Well, I guess I better get ready for bed," she said, heading for the 
stairs.  Before starting up, she turned back to him.

"Thanks for taking me and Gabby to the mall yesterday, and letting 
Gabby come over.  That was real fun.  Gabby thought it was so cool, 
doing the pictures and stuff."

"No problem," Alex said.  "I think we all had fun."

"Yeah, we did!" she said.  "Well, see ya in the morning!"  And she ran 
up the stairs.

* * * * *

"Alex?"

Darkness.  He emerged from the fog of sleep, confused.  Rain pelted 
against his bedroom window, and distant thunder muttered and growled.

"Alex?  Are you asleep?"  A flicker of lightning revealed Shannon 
standing beside his bed.

"Shann, wha..."  He reached for the light on the nightstand and turned it 
on.  "What time ... what's the matter, Shann?"

"I ... I'm afraid of lightning," she said, looking warily at the window.  
She clutched her stuffed teddy bear to her chest, and looked 
frightened.  Suddenly a bolt of lightning flashed brilliantly, followed 
almost immediately by a deafening explosion of thunder.

"Yikes!"  Shannon leaped onto his bed and frantically burrowed under 
the blankets.  She was trembling.  "Can I stay here -- please?" she 
said.  "Just for a little while?"  She looked at him, pleading, 
terrified.

Alex looked at the little girl in his bed -- her tiny teacup face, her 
wide eyes -- she seemed so fragile.  He smiled at her.  "Well," he 
said, "you might as well turn out the light."  Shannon immediately 
leaned over to turn off the light, then snuggled back into bed.  She 
lay curled up on her side facing away from him.

"Thanks, Alex," she whispered.  Alex turned on his side facing her.  He 
could feel the warmth of her body, and smell her clean hair.  He knew 
the effect that would have on him, so he was careful to keep several 
inches of distance between them.

"I'm cold," Shannon said after a few minutes, and moved backwards to 
press herself against the front of his body.  She found his arm and 
pulled it around her, holding his hand in hers below her chin.  She 
sighed contentedly.  "'Night," she murmured.

Shannon was wearing a flannel nightgown, but it had ridden up, so that 
her little bottom was pressing directly against the front of Alex's 
boxers.  He could feel her warmth flowing into him through the thin 
cotton panties she wore under the nightgown, and his penis was stirring 
involuntarily.  He tried to will it back down, thinking of work, of 
anything that could take his mind away from the little body that was 
pressing against him.  But then she shifted her position, straightening 
her legs so that her buttocks flexed and actually cradled his excited 
erection between them.  He groaned inwardly and fought to retain 
control of himself.  It was all he could do to keep himself from 
pulling his hand from hers and running it down the front of her body to 
the warmth between her legs that was calling out to his swollen cock.  
That simply couldn't happen, and he pleaded with himself to stop 
imagining the sweet pleasure of sliding into her, the honey-sweet 
thrill of feeling his cock moving in and out of her virginal pussy, 
tight and slippery, voluptuously coaxing him to orgasm...  No!  He drove 
his fingernails into the palms of his hands to break the fantasy.

The storm gradually played itself out, and the thunder moved into the 
distance.  Soon Shannon's regular breathing and tiny snore revealed 
that she had drifted off to sleep.  Alex gently withdrew his hand from 
between hers.  He moved away from her, but couldn't resist gently 
caressing her hip as she lay sleeping beside him.  He ran his hand down 
the side of her leg –- so warm, so deliciously smooth.  Without thinking 
about what he was doing, he reached down and carefully pulled his erect 
penis through the fly of his boxers.  Then he moved back until he was 
pressing against the little girl's warm body again.  What are you 
doing? he thought.  No, you can't, stop... But he didn't stop, he 
couldn't.  The pleasure from direct contact of his naked erection with 
Shannon's panties was too seductive, too insinuating.  He closed his 
eyes and sighed with pleasure as he slowly moved his cock against the 
soft fabric of the little girl’s panties, nestled between the twin 
pillows of her buttocks.  Being very careful not to awaken her, he 
moved himself lower so that his penis slid along the naked flesh of her 
thighs.  He moaned in quiet ecstasy as he rubbed the underside of his 
excited erection along the backs of her thighs, gently pressing his 
glans between her legs up against her bottom, maddened by the knowledge 
that were it not for her panties he would be able to slide easily into 
her moist vulva from behind.  He held her hip gently as he rubbed 
against her soft flesh, pleasuring himself and losing himself in 
fantasy, imagining his ecstatic cock moving deep inside her, deep 
inside the warm pussy of a pretty little girl...

He caught himself just before he came, and turned aside so that his 
erupting semen landed on his stomach and chest.  He worked his bucking 
member for several seconds, stifling his moans as he luxuriated in the 
pleasure of his orgasm and the exciting, secret way he had brought it 
on.  Oh my God, he thought, Shannon, oh God...  It seemed his spasms 
would never end as he stroked himself and thought of the little girl 
asleep next to him, and of how much he wanted her.

Finally he got out of bed and made his way to the bathroom to clean 
himself up.  The moon had come out after the storm, and when he 
returned he looked down at Shannon, still asleep in his bed.  The clock 
read 2:15.  He gently picked her up and carried her down the hall to 
her bedroom, just enough time before Dawn got home.  She murmured 
sleepily as he tucked her into her own bed, and turned over, instantly 
asleep again.  He watched her for a moment, then returned to his bed.  
Close, he thought, too close -- but oh my God...

* * * * *

Alex was having coffee and reading the paper in the kitchen when 
Shannon appeared on her way to school the next morning.  Her hair had 
been carefully combed and was arranged in two neat braids, joined in 
the back with a large barrette, and tiny pearl earrings hung from her 
pierced lobes.  She was wearing a well-ironed white shirt and her best 
skirt, as well as the new pantyhose.

"Wow," said Alex, "look at you!  What's the occasion?"

"We're having school pictures today," she said.  "I wanted to look 
nice."

"Well, you certainly do," he said.  "Very nice."

She came around the table and sat herself down on his lap.  He quickly 
moved his chair back from the table to give her room, shifting 
awkwardly as he did so.  She smiled at him and put her arms around his 
neck.  Then she leaned forward and kissed him gently on the lips.

"Oh my!" he said in surprise.  "What was that for?"

"You were so nice last night when I was so scared," she said.  "You 
saved my life!"

Alex laughed.  "I hardly did that," he said.  "It was only a little 
storm."

"Well, I was really scared, and I thought you were sweet," she said.  
"And I went to sleep after you let me get in with you.  I don't even 
remember going back to my own room!"  She put her arms around his neck 
again and gave him a hug.

Alex hadn't gotten dressed yet, and was wearing just his bathrobe.  As 
Shannon moved around on his lap the robe parted slightly and he 
realized with a shock that since her skirt hadn't been tucked under her 
when she sat down, the bottoms of her legs in the smooth pantyhose were 
pressing and sliding against his penis, which had partially escaped 
from under his robe.  The unexpected stimulation of that pleasurable 
rubbing produced an immediate reaction, and his cock began to swell 
under Shannon's legs and bottom.  If she noticed she didn't show it, 
however, and when she got up Alex quickly covered his erection under 
the robe.

"Well, I guess I better get going," she said.  "See ya after school."

"So long," he said.  "Smile pretty for the camera!"  Shannon waved and 
was gone.  Alex sighed and looked down at his tented lap.  It took a 
long time for the disturbance between his legs to settle down.

Later when he was getting ready to leave for Euphonics, Dawn appeared 
for her late breakfast.

"Ran into quite a storm on the way home last night," she said.  "Any 
problems here?  Sometimes Shannon gets freaked out by lightning."

"No, no problems," he replied.  "I guess she slept through it."

"That's good," Dawn said.  "That girl really can sleep.  Once she's 
out, she can sleep through anything.  That's a good thing, I guess."

"Yes," Alex agreed, "I'd say it definitely is."

* * * * *

Alex found it very difficult to keep focused on his work for the rest 
of day.  Shannon was on his mind constantly.  More than once he had to 
ask his colleagues to repeat themselves in meetings as he silently 
replayed the erotic episodes of the previous night and morning in his 
imagination.  He kept himself seated close to the conference table, 
since his erection was large and unrelenting, and would have been 
obvious to anyone who could see his lap.

As he left work in the late afternoon, he sat for a few moments before 
starting his car thinking about the guilty pleasure he had taken during 
the night.  And that was in fact how he felt about it, guilty -- he had 
used poor little Shannon for his selfish masturbation as she slept, 
totally unaware of his lustful penis sliding against her skin.  But oh 
God, it had been so good!  She was so warm, so smooth, so young -- he 
was becoming erect all over again now as he started the car and pulled 
out of the parking lot.  He felt guilty, but he knew he would do it 
again if the opportunity arose; he would not be able to resist such 
pleasure.

But as he drove he realized that he wanted more: he wanted her -- 
participation.  He wanted her to excite him deliberately, to tease and 
tempt him the way he was sure she knew how to do.  If Gabby's big 
sister had actually taught the two girls how to tease and torment men 
the way she did her boyfriend -- oh my God, he wanted that so much!  He 
wanted to suffer at Shannon's hands, he ached for it with a need that 
made him tremble as he made a detour to the mall on the way home.

After dinner he didn't say anything to Shannon as she read at the other 
end of the couch, her eyes magnified and owl-like behind her glasses.  
He looked up at her when she got up and stretched, tossing her magazine 
aside.

"I'm gonna take a shower and go to bed," she announced, taking off her 
glasses.  "See ya in the morning."  Alex watched her as she ascended 
the stairs in her new form-fitting jeans, enjoying the view as her 
little bottom flexed with her steps.  He waited until he heard the 
shower running, then went upstairs himself and retrieved a shopping bag 
from his room.  Pausing by the bathroom to make sure she was still in 
the shower, he went into her room and walked to the bed.  In the center 
of the mattress he arranged the tight gold-lamé shorts she had coveted 
during their session in the boutique dressing room.  God knows where 
she'll be able to wear this, he thought, but maybe she'll model it for 
me.  Then he went downstairs to wait.

She took a long shower, as usual, but after half an hour he heard her 
finally emerge from the bathroom and pad down the hall to her room.  
She closed the door, and he leaned forward on the couch, listening.  
Nothing happened.  After a minute he got up and went to the foot of the 
stairs, straining his ears for any sign of movement.  He waited another 
minute -- nothing.  Sighing, he went back to the couch and slumped into 
it.  Well, that's a disappointment, he thought.  No reaction was not 
exactly the reaction I expected.  You'd think I'd at least get a "thank 
you".

Feeling uncertain and foolish, he considered going upstairs to find out 
what was going on.  But he'd feel like an even bigger fool if it turned 
out she didn't like his gift, or was offended by what she thought was a 
come-on from a dirty old man.  Shit, he thought.  Backfire -- major, 
stupid backfire.  He turned on the TV to a random channel to deaden his 
thoughts with some mind-rot.  After an hour he went upstairs.  All was 
quiet, and there was no light visible under Shannon's door.  Shit, he 
thought again.  He dropped his clothes onto the floor and fell 
disconsolately into bed.  Depressed, and thinking about the music he'd 
have to face in the morning, whatever it was, he finally fell asleep.

He awoke gradually, from deep sleep.  As he did, he passed through a 
dream -- small figures receding from him, dancing, passing over a hill, 
a black sun rising, casting shadows of light, the earth heaving beneath 
him...

He blinked in the darkness -- he was awake.  He tensed as he felt 
movement, and warmth against his back -- and realized that he wasn't 
alone in his bed.  Lying on his side, he felt the warmth of another 
body pressing against his back, and a hand stroking his shoulder.

"Shannon?" he said groggily, starting to turn towards her.  "Is 
that...?"

"Shh," her voice whispered into his ear.  She gently pushed him back 
onto his side, pressing the front of her body to his back, and ran her 
hand down the side of his nude body to his hip.  "Thank you," she 
whispered softly.

Her hand reached around to caress the front of his leg, slowly and 
gently.  Soft fingertips made slow circles on the top of his thigh, 
moving up to his waist and stomach and back down his leg again.  She 
reached into the valley between his legs, and began to move hesitantly 
upwards.  He involuntarily drew in his breath when her fingers brushed 
against his scrotum and paused.  They soon began to move again, lightly 
caressing his testicles and very gently scratching the sensitive skin 
of his scrotum.  A moan escaped his lips in response to the tantalizing 
pleasure of her touch, and his penis began to swell and grow erect in 
anticipation.

Her gentle fingers continued to stroke and manipulate his balls until 
his erection was complete.  Then, a single finger was quickly and 
lightly drawn up along the underside of his penis. He gasped at the 
sudden pleasure of the stroke, and moaned as her fingers returned and 
lightly flicked up his shaft, pausing to worry the swollen head before 
feathering back down to his balls.  Her hand lingered to caress his 
scrotum again, and then resumed their tantalizing flight up and down 
his straining cock, fondling it, tenderly petting and playing with it.

She toyed with the engorged head of his penis, gently squeezing and 
massaging it, and ran her fingertips lightly around its rim, grasping 
and twisting it back and forth.  A single finger found the slippery 
pre-ejaculate oozing from the tip of the excited organ, and spread it 
around the smooth glans in delicate expanding circles all the way to 
the edge, and then joined with her thumb to form a ring that slid 
slowly up and down over the slick, rubbery rim in short, tantalizing 
strokes.

Alex was in ecstasy as the provoking fingers fluttered all over his 
ravished cock, stimulating and exciting it.  But the clever little girl 
was doing more than that; she was probing, testing, learning.  Whenever 
a moan from Alex, or a twitch or throb of his penis, betrayed a 
particularly thrilling point of sensitivity, her agile fingers would 
pause and repeatedly tap and stroke at that place, until he was 
gasping, going mad with pleasure.

When he was almost at the point of uncontrollable orgasm, she returned 
to his scrotum and idly played with his balls until his writhing and 
moaning had abated to a pleading whimper.  Then, two shy fingertips 
began to travel up along the underside of his rigid shaft, delicately 
flicking the central ridge as they moved closer to the swollen head of 
his trembling erection.  He held his breath as he felt the exploring 
fingers draw closer to the area of extreme sensitivity just below the 
cleft in his glans, that seat of such sweet sexual sensation.  The two 
little fingertips flicked and nibbled up his rigid cock towards the 
spot -- and stopped just before they reached it.  Then, they coyly 
reversed direction and tapped back down to his balls.  After gently 
stroking his scrotum and teasing it with little scratches, the fingers 
again began their tantalizing ascent up his cock, tickling and 
fluttering as they went.  They reached the place again, and pushed even 
closer to it -- and repeated the maddening tease of withdrawal back 
down his shaft.

This torment was repeated several times, as Alex writhed and begged 
under his breath for mercy.   But his entreaties produced only 
variations: the fingers separated and passed on either side of the 
sweet spot, or a single fingertip made teasing little circles all 
around it, or carefully pressed it without stroking.

When he was sure he could withstand no more of this tease without going 
mad, Shannon wrapped her soft little hand around his penis and began to 
massage up and down the entire length of his erection, stroking slowly 
and delicately, ravishing his cock with pure, unrelenting pleasure.  
Alex's entire body stiffened, and he moaned loudly in ecstasy, on the 
very edge of climax.  At that, Shannon stopped immediately, and held 
his throbbing member immobile in her hand, squeezing it gently.  Then 
she released it, and her lips brushed against his ear.  "Thank you," 
she whispered again, and feathered his tormented cock in a final 
playful tease.  There was a rustling of blankets and quick footsteps to 
the door, and he was alone in the darkness once more.

Alex's cock was quivering in an agony of excitement and abandonment.  
It was painfully and hugely erect, dripping and aching for orgasm.  He 
began to stroke and fondle himself, wishing his hands were Shannon's, 
pretending they were, trying to maintain the state of helpless erotic 
need she had left him in.  He whimpered and moaned her name, and 
imagined her smiling and taunting him as he tried to tease his cock as 
she had.  But he wasn't able to hold out for long, and soon was 
spurting his hot semen all over himself and his sheets.  He lay 
panting, feeling drained and exhausted, momentarily sated.  He was 
stunned by what had just happened, although it had been the fulfillment 
of a desire that had been growing for weeks.  He wondered what it meant 
for the future, but for now he resolved to put it out of his mind to be 
dealt with later, so that he could get some sleep.  But it wasn't long 
before thoughts of Shannon's wicked touch had him moaning again, and 
working towards his second orgasm of the night.

 * * * * *

"Guess who!"  Alex smiled as Shannon's hands covered his eyes.

"I didn't hear you come in," he said, putting his newspaper down on the 
kitchen table.  "You're a little girl who's full of surprises, aren't 
you?"

She laughed and wriggled her way onto his lap.  "So are you," she said, 
and hugged him around his neck.  "I love those shorts.  Even though I 
probably can't wear them anyplace 'cept around here.  Nobody would 
appreciate them -- but I bet you would, wouldn't you, Alex?"  She gave 
him a conspiratorial wink.

"Oh, I don't know," he said.  "I'm sure I'm not the only one.  I bet 
you and Gabby could find some old guys who would be very appreciative."

Shannon's eyes opened wide and she stared at him for a few seconds, 
before breaking out into a grin.  "Maybe," she giggled, "but you're the 
only one who'll really get to appreciate them."  She bit her lower lip 
and smiled wickedly at him.  Putting her hands on his shoulders she 
leaned back and began to gyrate her hips, grinding her bottom into his 
lap.  "You appreciate me, Alex?  Do you?"  She inclined her head and 
looked at him with half-lidded eyes, lips parted and smiling at his 
helpless arousal.  His erection was growing under her bottom as she 
twisted and writhed on it.  "I really like it when you appreciate me, 
Alex.  I like it a lot.  That's why you have to take me to the mall 
today so's I can get some other things that I can only wear home here, 
when it's just you and me.  That okay, Alex?  Huh?"  She leaned forward 
and kissed him lightly, running the tip of her tongue between his lips.

Alex could do little more than nod helplessly.  "Okay," he said weakly, 
"yes..."

"Goody!" said Shannon as she got off his lap, allowing her fingers to 
brush against his tented erection as she did.  "We'll have fun!"  She 
smoothed down her short denim skirt and picked up her book bag.  "Usual 
time and place after school, okay?  See ya!"  She waved and ran out the 
door to catch the school bus.

The boutique she dragged him to this time was one he hadn't seen 
before.  It was darker than most, and loud music blared from speakers 
in separate rooms, each featuring different articles of clothing.  They 
passed through rooms filled with jeans, others with shirts and blouses.  
A display of lingerie reminded him of Victoria's Secret, but this place 
was definitely not that -- this was trendier, more hard-edged and hip.

As before, Shannon gathered up items as she breezed through the store, 
and led Alex to a dressing room.  She closed the door and told him to 
wait until she was ready.

"Okay, come on in, now," she called after a minute or two.  Looking 
around guiltily, Alex went inside.  Shannon pushed him down on a bench 
and stood before him.  This dressing room had a very different ambiance 
from the one they'd used at the Gap.  It was dark inside, save for 
several small spot lights that could be aimed and turned on and off by 
the customer.  Shannon had aimed two lights on herself, and another on 
the bench where Alex sat, low enough that it didn't shine in his eyes 
and blind him in its glare.  He was puzzled as he looked at her, for 
she was dressed in the same clothes she'd had on all day - her short 
denim skirt and long-sleeved blouse.

"Weren't you planning on getting anything?" he asked her.  He looked 
around for the items she had brought in, but couldn't make out anything 
in the dark.

"Oh, yes," she said, grinning at him.  "I have them on."  When he still 
looked puzzled, she grasped the hem of her skirt with both hands and 
lifted it slightly to the sides.  As it rose three or four inches Alex 
saw with surprise that she was wearing stockings under it, dark 
stockings held up by a set of red garters.

"See?" she said, releasing her skirt.  "I'm gettin' new sexy underwear.  
I thought I'd show it to you like this..."  As she spoke, she reached 
up and began to slowly unbutton her blouse.  "Would you?" she asked, 
pausing.  "Would you like to see?  Should I keep going?"

"Y-yes," he stammered.  "I -- yes, I would."  He licked his lips and 
stared helplessly at her.  Shannon's eyes widened a bit and she looked 
intently down at him.

"Alex!" she exclaimed.  "You're getting hard, aren't you?  Are you 
getting hard looking at me?  You are -- I can see it!"

Alex quickly covered his groin with his wrists.  "No," he protested, 
"no I'm not."  He was blushing furiously, although this wasn't visible 
in the poor lighting.

"Yes you are," she answered in a light sing-song, "this is getting you 
all hot and bothered!"  She reached up and focused the light more 
directly on his crotch.  Alex squirmed and bent over in his seat.

"Come on, Shannon, cut it out," he complained.  "This is really 
embarrassing."

"Don't be embarrassed," she said.  "I think it's real cute.  I'm glad 
this turns you on."  She stared at his crotch and bit her lower lip.  
Then she looked up at him.  "I want to see it," she said.

"What?" he answered blankly.

"You heard me," she said.  "I want to see your thingy, Alex.  I want to 
see it get all hard while you watch me."

"No," he said firmly.  "I'm not going to do that, so just put it out of 
your mind."

"Oh, come on," she persisted.  "Don't you want to show me how horny you 
get when you see things like this?"  She reached down and lifted her 
skirt again, showing him the tops of her stockings.  "I know you like 
it, Alex.  I know you like it a lot.  I want to see how much you like 
it."  Alex said nothing.  He was frozen to his seat, paralyzed by 
indecision.

"No?" she said finally.  "Well, you can just wait outside, then."  She 
pouted at him and pointed to the door.  "Go on," she said, "you'll have 
to leave while I finish taking off my clothes."  She continued 
unfastening the buttons on her blouse, slowly, one by one.

"Okay," he said, almost inaudibly.

"What?" Shannon said, looking down at him.  Then a slow smile spread 
across her face when she saw him fumbling with his belt buckle.  
Without looking at her he unfastened the button of his pants and pulled 
down the zipper.  Grasping the front of his boxers, he pulled the 
elastic waistband down and exposed his genitals to the little girl's 
eager gaze.  As he did it, he felt a sudden surge of excitement rise in 
his chest that drove away any initial embarrassment.  He had been going 
to show himself to her only briefly, but when he looked up and saw the 
excitement shining in her eyes he hooked the waistband under his balls 
and left himself exposed while he sat back on the bench with his legs 
open.  His erection had gone down since its initial excitement, but it 
was still stiff enough to extend straight out from his groin.

"Uh, that what you wanted?" he managed.

"Oh yes," Shannon hissed, "it's so beautiful!  I love it."  Without 
moving her eyes from between his legs, she went back to unbuttoning her 
blouse, and Alex's cock began to rise in little pulsating lifts in time 
with the beating of his heart, his excitement growing as she continued 
to undress.  She went very slowly, deliberately teasing him, 
tantalizing him as she watched his cock swell in arousal.  She was 
absolutely loving this.

"Touch it," she said suddenly.  "Make it feel good -- I want to see how 
you touch yourself when you get all sexy!"  As she spoke she removed 
her blouse from her shoulders, revealing the silky, diaphanous harem 
top she wore underneath.  It was only three inches wide, and covered 
her budding breasts from just above her nipples to the middle of the 
slight swell at the bottom of her barely-developed bust.  The merest 
suggestion of tender, preadolescent nipples showed through the 
translucent green material of the top.

Alex didn't hesitate at all as he reached for his erection and began to 
stroke it under the avid gaze of the excited little girl.  He moved 
slowly and sensuously, closing his eyes and moaning in ecstasy as he 
displayed his excitement to her, showing her how he masturbated, where 
he touched and massaged to pleasure himself, pointing the glistening, 
swollen head towards her, showing her exactly what her body and wicked 
teasing were doing to him.  The music playing in the store was muted in 
the dressing room, but the bass notes made the little cubicle pulse and 
rumble, adding a primitive urgency to the rhythm of Alex's movements as 
he helplessly masturbated in front of Shannon.

"Oooo, you like this, don't you Alex," she taunted, giving her skirt a 
flip to give him a peek underneath.  "Am I making it feel good?  Do you 
like looking at me while you rub yourself like that?"  She kept giving 
him tantalizing peeks under her skirt as she kept her eyes fixed on his 
cock, urging him on in his stroking with little coos and kissing 
sounds.  "Ohh, yes, Alex, just like that, keep doing it!  I love 
watching you do it like that."  She turned around and lifted her skirt 
to give him a view from behind.  The panties she wore were lavender 
hip-huggers, very tight and sheer.  They clung to her like skin and 
were so transparent that an occasional freckle was visible on the two 
cheeks of her firm bottom as clearly as if she were naked.  Below the 
panties, the contrast between a young girl's smooth, white skin and the 
black stockings with their blood-red garters was lascivious and 
decadent, designed to entice and arouse, and, with a girl of Shannon's 
age, to stir the prurient lust of a pedophile's fantasies.  Looking 
back over her shoulder she smiled to see Alex pumping his cock 
desperately as he stared at her in helpless desire.

Dropping her skirt, she turned around and again faced him.  As she 
watched his hand stroke up and down his rigid shaft, twisting and 
squeezing it, his fingers flicking and worrying as if to help her tease 
it, she reached to the side of her skirt and slowly pulled the zipper 
down, licking her lips lasciviously as she stared at the penis she was 
deliberately driving mad.  She stood before him in her harem girl 
striptease outfit and struck poses for him with her hands on her hips, 
or clasping her hands behind her head, which lifted the tantalizing 
little top almost far enough to expose her puffy nipples.

"Like it, Alex?" she whispered, undulating her hips seductively.

"Oh yeah, oh yeah..." he murmured hoarsely as he worked his excited 
erection, stiff and purple and leaking a glistening drop at its tip.

"It's just for you, you know," she said, "just for you to see me in 
when we're at home, just you and me..."  She ran her hands down her 
body, emphasizing her developing curves.  "Would you like me to wear 
this at home, when we're all alone?  Huh, Alex? Would you like that?  
Will you buy them for me?"

"Oh God yes, I'd love it, yes, you can have anything ... Oh God, 
Shannon ..." His face was red and sweating as he pumped and twisted his 
swollen cock.

"Good," she said with a smile.  Then she moved closer to him and 
pouted.  "Would you like to see me take them off, Alex?  Would you like 
that, too?"  She looked down at him with half-lidded eyes, breathing 
through sensuously parted lips.  Her brow was furrowed in a slight 
frown, mirroring and mocking his desperation.

"Ohhhh my God, oh yes, Shannon, oh please..." His eyes pleaded with her 
as his hand moved faster on himself.  She dropped to her knees between 
his legs and gently took his hands, moving them away from his penis.

"Uh uh," she said, "not here.  You'll have to wait till later to see 
that."  His enflamed cock was inches from her face, stiff and standing 
straight up.  It curved up from his balls, the ridge on the underside 
distended and heavily veined.  The head was fully engorged and shining, 
purple in its excitement, and a thin trickle of pre-ejaculate coursed 
down the cleft in its rim.  She studied it for a moment, and then ran 
the fingertips of her right hand lightly up and down the underside.  
Then she grinned and stood up.  "You can wait outside now," she said.  
"See ya in a minute!"

* * * * *

Shannon wanted pizza, so for dinner they went to a pizza joint in the 
mall.  On the way she had seen some CDs and DVDs that she simply had to 
have, and Alex had bought them for her without hesitation.  He was in a 
daze, virtually sleepwalking.  He regarded himself as if from a point 
several feet above his head - he could see that he was enthralled, 
totally captivated and in Shannon's power, he knew that he had 
abandoned whatever dignity he possessed in surrendering to his sexual 
addiction, an addiction he knew she was deliberately exploiting  ... 
and he didn't care.  The way she manipulated him, using his obsessive, 
illicit passion for young girls to excite and tempt him created 
insistent, brooding desires in him that he was powerless to resist.  
His days were filled with frustrating, simmering erections that begged 
for attention and tormented him with images of pleasure he knew he 
could never have.  And now that she had actually touched him, fondled 
him, deliberately teased and excited him, had watched him masturbate, 
and hinted that there may be more delights to come ... he knew he was 
lost and enslaved, and he never wanted it to end.

Shannon, on the other hand, was acting as if nothing had happened.  
Seemingly oblivious to his torment, she chattered away as she always 
did, talking about school and her classmates, about cheerleading and 
movies she wanted to see -- a typical eleven-year-old.  Alex could 
almost convince himself that what had gone on over the past weeks was 
nothing but his own hallucination, brought on by his unfortunate 
obsession with a little girl.  He could almost make himself believe 
this, were it not for the fact that Shannon had kicked off her shoes 
and was running a toe up and down his shin as she babbled on and 
slurped her pizza.

"So, Mom's thinking of goin' away for the weekend with Dennis next week 
-- she tell ya?"

Alex looked up, surprised.  "No, she didn't mention that to me," he 
said.

Shannon shrugged.  "She prob'ly will tomorrow morning," she said.  
"Long weekend, too.  She told me that if she does then I better behave 
good for you."  She looked at him as she sucked the pointed V of a 
pizza slice into her mouth.

"Well, we'll ... you're right, she'll probably discuss it with me 
tomorrow," Alex said.

"Yup," she said, licking her fingers.  "This pizza's good!"

* * * * *

Alex was up late, finishing work that he hadn't gotten to because of 
his trip to the mall with Shannon.  It took him a long time -- his mind 
was in turmoil thinking about what had happened in the dressing room.  
Finally, well after 2:00 AM, he knocked off and went to take a late 
shower.

"Alex?"  He had just come out of the shower and was walking in his 
bathrobe back to his room when Shannon called to him.  He went up the 
hall to her door and knocked.

"You call me, Shann?" he asked.

"Yes," she said.  "Come on in."

Alex opened the door and peeked in.  "Something wrong?" he asked.

"No," she said.  "I just wanted to see you."  She was lying on her bed, 
still dressed in her denim skirt and white blouse.

"I thought you went to bed," Alex said.  "It's late, you know."  He 
opened the door and took a couple of steps into the room.  "What's up?" 
he asked.

Shannon sat up, resting on her elbow, and regarded him for a moment, 
smiling.  "Come here," she said softly.  Alex hesitated, then walked 
across the room to her bed and looked down at her.

"So...?" he asked uncertainly.

Shannon looked up at him.  "Touch me," she said.  Alex looked confused.
"Wh -- what do you mean?" he said.

"Touch me," she said again, grinning.  She lay back on the bed and 
stretched her arms over her head.  "You know you've been dying to, ever 
since you moved in here."  She bent a knee, and her little mini skirt 
rode up to expose more of her long legs.  "So now I want you to do it," 
she said.  "Go ahead, Alex -- I want you to touch me all over."  
Momentarily stunned, Alex stood immobile for a few seconds.

"You -- you don't really mean that ... do you?" he whispered.  He 
looked fearful, and it was impossible to tell whether he was afraid 
that she meant it, or that she didn't.

"Oh yes, I mean it," she said, looking into his eyes.  "C'mon -- I want 
you to feel me up."  She put her hands on the pillow on either side of 
her head, as if in surrender, and pursed her lips in a kiss.  "You know 
you want to."

"I ... I don't think I should do that, Shann, I..."

"Don't think about it, silly," she interrupted.  "Just do it."

Taking a deep breath, Alex hesitantly put his hands on Shannon's 
shoulders.  He moved them down over her upper arms and back up a couple 
of times, frowning, as if deciding whether he should go further.  Then, 
holding his breath, he slowly moved his hands down the front of her 
blouse.  As his palms moved down along her sides, this thumbs passed 
over her chest, where he could feel the gentle swelling of her newly 
developing breasts under the blouse.  He lingered there, and cupped and 
fondled her soft mounds with both his hands.  A faint "ohhh" escaped 
his lips as he began to surrender to the fulfillment of one of his 
deepest fantasies, of being able to explore Shannon's ripening body.

She smiled up at him, and writhed under his hands.  "Mmmm, that's nice, 
Alex," she murmured.  "Do you like feeling me up like this?  Is it 
getting you hot?  I bet it is..."  She arched her back, pressing 
herself against his caressing hands.  He bit his lower lip and squeezed 
her through her blouse.  His hands moved over her chest and her sides, 
as he sought to discover every detail of her figure.  His breathing was 
becoming rapid.  Shannon smiled at his growing excitement.

"Keep going, Alex," she said softly.  "You know where you really want 
to touch me."  She looked at him from under hooded lids and smiled at 
him lasciviously, touching her upper teeth with the tip of her tongue.

Alex swallowed hard and reached over Shannon's body to put his right 
hand lightly on her left hip.  He moved it slowly up along her side and 
then back down.  Frowning and licking his lips, his placed his left 
hand on her right hip, and slowly moved both hands up and down along 
her sides.  He felt a stirring between his legs as he followed the 
lines of her graceful figure from her waist to her hips, then down her 
thighs to her feet, still clad in the frilly white socks.  He caressed 
her calves gently, and slowly moved his hands back up to her knees.  
After a moment's pause, he continued moving up, with his palms on the 
tops of her legs and his thumbs brushing the inside of her thighs.  
When he reached the hem of her skirt he stopped, and then moved his 
hands along the outside of her legs, pulling the skirt up with them.  
Soon her panties came into view, the skimpy lavender hip-huggers she 
had teased him with in the dressing room.  He drew his breath in 
sharply, and moaned softly as his thumbs traced the edge of the 
tantalizing garment at the tops of her thighs.  It fit her very snugly, 
clinging between her legs, and extended a mere two inches up her hips, 
with the waistband barely reaching the top of her pubic mound.  He 
raised her skirt out of the way, and caressed the bare flesh below her 
navel, then moved lower onto the panties until his fingertips were 
trembling in hesitation just above her crotch.

"That's right," Shannon whispered, "just like that, don't stop..."  She 
parted her legs to make it easier for him to get between them.  Barely 
breathing, Alex moved the fingers of his right hand into her crotch and 
gently massaged her.  Her soft mound pushed against the tight fabric of 
the panties, and he slowly moved his thumb up and down the warm crevice 
between her lips.  He gently stroked and caressed between her legs, and 
as he became more excited he pushed his hand down between her thighs to 
reach behind her.  His fingers explored what he could reach of her firm 
bottom, while his thumb continued to massage her warm sex through the 
crotch of her panties.  Whimpering with desire, he grasped her hip with 
his left hand and thrust under her to squeeze her right buttock, while 
his right hand continued to massage between her legs.

Suddenly Shannon moved her legs together, momentarily trapping Alex's 
hand between them.  He stood up and looked down at her in alarm, afraid 
that he had indeed gone too far.

Shannon looked up at him and smiled.  "Undress me," she said simply, 
and waited.

Alex didn't need to be told again.  Whispering "Oh God, oh God," under 
his breath, he found the single button at the waist on the side of her 
skirt and unfastened it, then pulled down the zipper beside it.  This 
loosened the skirt enough so that he was able to pull it over her hips 
and down off her ankles.  Then, with trembling fingers, he reached for 
the buttons of her blouse.  Starting at the top, he undid them one by 
one.  His heart raced as more of her chest became visible, revealing 
that she wasn't wearing an undershirt or brassiere under the blouse.  
When he had finished with the last button, he gently eased the blouse 
down over her shoulders one side at a time, and pulled it out from 
under her.  His lips trembled as he gazed down at her in adoring 
ecstasy.  Her breasts were gently sloping conical mounds, tipped with 
soft, puffy nipples.  There was a sprinkling of very faint freckles at 
the top of her chest, but they disappeared in the pure white of her 
smooth skin as it ascended her virginal breasts to her pink, succulent 
nipples.

"Oh my God, Shannon, you are so beautiful," he breathed, "so 
beautiful!"  He stared transfixed down at the little girl, who was 
dressed now only in tantalizing panties and frilly white anklets.

She smiled, and actually blushed a little.  "Thank you," she murmured.  
Then she looked at him expectantly.  "But you're not finished yet," she 
said.

Alex licked his lips and quickly returned to his task.  Hooking his 
fingers in the waistband of her lavender panties, he gently drew them 
down her long legs and off.  He stared down at her, feasting his eyes 
on her naked body.  Her smooth, hairless vulva entranced him -- he had 
never had an intimate view of a girl as young as Shannon before:  the 
delicate, rounded lips, like a pouting kiss, cushioning between them 
her cleft of pink moistness, with the little hood of her hidden 
clitoris peeking out at the top of her crevice.  As he gazed at her, 
she slowly drew up her knees and spread them wide apart, opening 
herself to his view.  She bit her lip in excitement as she watched the 
effect this had on him.

Aching with need, Alex reached between her legs to touch her again, but 
she closed them and turned away from him.

"Your turn now," she said.  When he hesitated, confused, she said, 
"Come on, Alex, it's only fair -- take off your robe.  I've seen your -
- thingy -- before, remember?"  She turned onto her back and spread her 
legs again.  "I want to watch it while you touch me."  She began to 
caress the inside of her thighs with her fingertips.

Understanding now, a new excitement seized Alex as he quickly untied 
his robe and cast it aside.  His penis had started to swell, and was 
half way to a full erection.  He automatically reached for it as he 
stared down at Shannon.  Looking at her lying there naked except for 
her little white socks was driving him wild with desire.

"No, no, no," she chided, "uh-uh, none of that!  You're not allowed to 
touch yourself.  Just me."  She grinned at him wickedly, enjoying his 
obvious distress.  "Do it some more," she coaxed.  "Now you can really 
feel me up."  She licked her lips seductively and caressed her breasts.  
"But if you touch yourself I'll make you leave."

Totally surrendering to his suppressed desires, Alex descended into an 
orgy of voluptuous indulgence, seeking to cover every square inch of 
Shannon's young body with his greedy hands.  He squeezed and kneaded 
the beautiful little ass that had driven him crazy whenever she had 
paraded around the house in her underwear, he ran his hands up and down 
her long legs, reveling in their graceful firmness, he worshipped and 
caressed her heart-breaking little breasts, he ran his fingers up and 
down the slick crevice between her legs, teasing the tiny bud of her 
clitoris, pressing and swirling a fingertip at her moist virginal 
opening.  He was totally drunk with lust as he ravished the little 
preteen girl in her bed.

Shannon laughed and giggled with delight as she submitted to all of 
Alex's assaults.  She loved getting him so excited, and besides, it 
felt really good!  And she loved looking at his penis while all this 
was going on.  At first it was sort of hanging down, but the more he 
felt her up the harder and bigger it got, and it lifted up higher and 
higher until it was sticking out straight in front of him, and it went 
even higher until now it was totally hard and standing straight up 
toward the ceiling!  She kept her eyes on it while he moved around 
feeling her, making sure he didn't touch it, or that it didn't get a 
chance to touch her body as she squirmed around.  She knew that he must 
be dying to stroke it.  That was the best part -- she knew how hot and 
bothered and frustrated it must be making him.  She had learned that 
that was the key to getting him to do what she wanted.

"You're a dirty old man," she said breathlessly to him when he had 
worked his way up her body with feverish groping.  "You're really a 
nasty pervert, you know that?"  He didn't answer her; he couldn't very 
well deny it, since at that moment he was passionately fondling the 
breasts and nipples of an eleven-year-old girl, and he had the most 
intense hard-on of his life.  His only response was to moan and take 
her nipples into his mouth, slurping back and forth from one to the 
other, swirling his tongue and sucking on them greedily.  He just 
couldn't get enough of her beautiful prepubescent body!

"Ooo, look at your cock, Alex," she taunted.  "It's sooo big!  I guess 
you like this, huh?"  She writhed and giggled under his exploring 
hands.  "Just think if you could touch it!"  She giggled again, and 
added, "But you can't -- that's your punishment for being such a perv."

Alex whimpered in frustration as he stroked and kissed Shannon's 
delicious body, his tormented erection quivering just inches from her 
soft skin.

"Oh my God, Shannon, this is driving me crazy!" he whimpered.

"I know," she said, very pleased with herself, and flipped over onto 
her stomach.  She put her cheek on the pillow and looked sideways at 
him.  "Don'tcha like it?" she asked.  She held her legs tightly 
together, which enticingly displayed her rounded "bubble-butt" and the 
creases where her thighs met her cheeks, like a baby's bottom.  Alex 
looked down at her, maddened by the sight of his adult cock, veined and 
stiff and throbbing, aching for pleasure as it hovered over her tender, 
immature body.  He moaned and once again filled his hands with her 
delicious roundness.  She closed her eyes and smiled, enjoying his 
passionate fondling.  Then she turned on her side again, and regarded 
his tormented erection, straining upward, curved like a scimitar.

"Oh, look at you," she said, pouting.  "Poor baby!"  She leaned forward 
and blew on it, aiming her warm breath at the v-cleft on the underside 
of the glans.  Then she lay back down in her bed and pulled the 
blankets over her.  Alex gasped at the brief, maddening wisp of 
pleasure, and gazed helplessly down at her.

"That was fun!" she said brightly.  "But I'm really sleepy now, and Mom 
will be home any minute.  Good night, Alex!  See ya in the morning."  
She reached for the light on her night table and turned it out.

As he was groping for his bathrobe in the dark and finding his way to 
the door, Alex was sure he heard her giggling in her bed.

* * * * *

As Shannon had predicted, Dawn brought up the subject of her weekend 
trip with Alex late the next morning.  She had hesitated because she 
felt guilty about burdening Alex with full duties for the entire long 
weekend, "dumping the brat on him" as she called it.  He assured her 
that he had no holiday plans himself, and would have no trouble dealing 
with "the brat," and hoped she would have a really good time with her 
friend.  Visibly relieved, she gave him a grateful hug.  "You're the 
best," she said, to which he could only shrug modestly.

Later in the afternoon when Shannon arrived home from school, Dawn 
brought it up again before leaving for work.

"Now, Shann," she said, "I know I've said this before, but I'm saying 
it again: I don't want you to give Alex any trouble next weekend.  He's 
been really good to you, and I expect you to be nice to him.  Think you 
can do that?  Otherwise let me know now, and I'll call the whole thing 
off."  This last bit was rhetorical, of course, and everyone knew it.

"Yes, Mom," Shannon replied, "don't worry.  I'll be nice to Alex.  Very 
nice."

"Well, I hope so," Dawn said.  "It's going to be three days and three 
nights without me to act as referee, and you don't even want to think 
about what will happen if I get a call on my cell!"  Then she laughed, 
shaking her head.  "Listen to me," she said.  "I'm starting to sound 
like my own mother!  I guess I'm just feeling sort of guilty that I'm 
going off to have a good time while you guys are left home here alone.  
I hope you find something fun to do."

"Don't worry about it, Dawn," said Alex.  "We'll be fine -- won't we, 
Shann?"

"Uh huh," Shannon said.  "And I'll be real good."

"Well, fine, that's settled," Dawn said, pleased.  "I'll just get 
something from my room and be off to work."  She headed up the stairs.

"Three days, three nights," Shannon whispered in Alex's ear.  Then she 
ran to the kitchen door.  "Goin' over Gabby's!" she announced, and was 
gone.

* * * * *

The next week passed uneventfully, with the exception of Shannon's 
birthday celebration.  Dawn and Alex took her out to dinner, along with 
her friend Gabby, and they all gave her presents during dessert.  On 
top of the gifts she had already extorted from him, Alex gave Shannon a 
small locket in the shape of the number eleven on a chain, which she 
immediately put around her neck.

After dinner they went to see a movie.  Since Dawn always insisted on 
being on the aisle, Alex went in first, followed by Shannon, Gabby, and 
finally Dawn.  Alex wasn't able to remember much of the movie later, 
because soon after it started the newly-minted eleven-year-old had her 
hand in his lap, delicately coaxing up an erection through his pants as 
they sat next to each other in the dark.  She then unzipped his fly and 
extracted his penis, which she fondled and teased for the entire 
remainder of the film, all the while laughing or gasping with Gabby and 
the rest of the audience at the appropriate places.  Alex took his time 
leaving the aisle at the end of the movie, holding his jacket in front 
of him.

* * * * *

On Friday morning before the weekend Dawn was up early, getting ready 
for a last minute meeting at work before leaving for the holiday.  She 
told Shannon she'd drop her off at school on the way.

"Okay, guys, I guess I'm all set," she said as she picked up her 
suitcase.  "I still feel bad about leaving you all alone for the whole 
weekend."

Alex laughed.  "Oh, I don't think you feel all that bad about it," he 
said.  "I don't think you'll be lonely."

She smiled and gave him a hug with her free hand.  "You're the best," 
she said, and kissed his cheek.  "Okay, Shann, you ready?"

Shannon grabbed her backpack and followed her mother out the door.  She 
turned to Alex as she was leaving.  "I'll see you later," she said, and 
blew him a kiss.  He waved and watched them get into the car.  Then he 
sat down to finish his coffee.  Thinking about the coming weekend he 
trembled with anticipation, like a kid before his first date.  He 
laughed at himself, and made himself go upstairs to his room to get 
some work done.  It was fruitless, though; he kept thinking about 
Shannon and the unbelievable things she had been doing with him.  My 
God she is such a sexy little vixen, he thought.  He couldn't wait 
until she got home -- anything could happen this weekend, and he was up 
for it, whatever it was.

About an hour before she was due home he decided to take a shower.  
Then he sat in the living room in his robe, trying to read, but with 
his eyes on the clock.  She didn't have cheerleader practice today, so 
she should be home early, about three-thirty.  The time dragged by.

Finally, right on schedule, Shannon came through the door.  He heard 
her toss her backpack on a kitchen chair, and open the refrigerator to 
take a gulp of milk straight out of the carton.  Then she ran into the 
living room.  She grinned when she saw him on the couch.

"Hi!" she said, and jumped onto his lap, straddling him.  She flipped 
his robe open as she lowered herself onto him -- he was naked under the 
robe, but her skirt covered him.  She put her hands on his shoulders.  
"Miss me?" she said.

"You know I did," he said, smiling at her.

"How much?" she said.

"This much..."  He leaned forward to kiss her, but just before his lips 
touched hers she quickly pulled back.  He was thrown off balance by her 
playful teasing, and felt an immediate stirring between his legs.

"How much?" she repeated.  He tried to kiss her again, but again she 
avoided him, giggling.  She leaned back and looked down at his lap.

"Oooo, I can see how much you missed me," she said.  He followed her 
gaze, and saw that his erection was lifting the edge of her skirt 
upwards into a little tent.  "I love how that happens," she said, "it's 
just so cool!  Just can't help it, can ya?"  She looked into his eyes.  
"I missed you, too," she said, and leaned forward to give him a gentle 
kiss, pressing her soft lips to his mouth twice, and flicking her 
tongue between his lips.  "I've been thinking about you all day," she 
said, "and about this..."  She leaned back and pulled up her skirt to 
expose his erect cock, standing straight up in his lap between them.  
"I've been thinking about what I want to do to it..."  She reached down 
and drew her fingers up along his shaft in a gentle caress. 

"Ohhh - oh, Shann..."  She leaned back, resting her hands on his knees, 
and looked at him.

"Actually, I guess Dennis is going to get a lot of stuff like that this 
weekend, isn't he?" she said.  "All those things Mom used to do with 
you, that's what he's going to get now."  She pulled up her knees and 
pushed her hips forward so that her pink cotton panties were pressed 
against his erection.  Then she began to slowly hump against him, 
rubbing up and down the underside of his cock.  She watched the 
expression on his face and smiled.

"Was Mom good?" she asked.  "I bet she was -- Mom's real sexy.  And I 
bet you know just what she's gonna do to him tonight, don't you?"  She 
bit her lower lip while she looked into his eyes and rubbed against his 
penis.  "Do you miss it, Alex?  Mom's got nice big tits, doesn't she?  
Don't you wish you could have some more of that?  Don't you?  Aww, but 
you can't."  She gave him another soft kiss and moved off his lap and 
kneeled on the couch next to him.  She looked down at his erection.  
"Just look what thinking about it does to you," she said.

Alex looked at her in helpless frustration.  "Shannon -- why are 
you..."

"Tonight," she interrupted, "she's probably gonna do this first."  She 
reached down and cupped his balls in her hand, then massaged them 
gently with her fingertips.  "Then she'll do this..."  She pressed the 
soft palm of her hand against the underside of his cock and slowly 
moved it up the shaft. When it reached the top she moved it in two slow 
circles over the sensitive frenulum just below the head, then withdrew 
her hand.  She smiled as he moaned in frustration.

"He'll probably be playing with her tits while she does it to him," she 
said, "don't ya think?  I wonder if she'll be naked already?  Maybe 
she'll leave her bra on for a while just to tease him.  Bet she used to 
tease you like that, huh Alex?"  She shifted her position on the couch, 
moving closer to him so she could whisper into his ear.

"Actually, I have a confession to make," she said as she resumed 
fondling his cock.  "Once when I was little I saw her doing stuff to 
you, 'cause she forgot to close the door all the way and I peeked in.  
You were lying on her bed and this was standing straight up..." She 
grasped his penis at the base.  "...and she was doing this..."  She 
wrapped her hand completely around his shaft and slowly, very slowly, 
began to masturbate him.  Her touch was light and gentle, just enough 
to tease him along.

"I thought at first Mom was hurting you," she whispered in his ear, 
"'cause you were making all these moaning sounds.  But then I heard you 
say things like, 'Yes, oh yes,' so I figured you liked what she was 
doing to you."  She looked down at the straining erection in her hand 
and giggled.  "I guess you do like it!" she said.  She put her lips 
close to his ear.  "Actually, you really love it, don't you, Alex?" she 
breathed.  Her grip on his penis tightened, and she rotated and twisted 
her hand back and forth at the rim of the glans, purple and engorged 
where it emerged from her fist.  He moaned loudly in pleasure, writhing 
in her grip, and she cooed sympathetically in response.

"But then I couldn't believe what she did next," she continued, letting 
go of his erection.  She looked at him wide-eyed in mock astonishment 
and moved off the couch, positioning herself on her knees between his 
legs.  She held his stiff cock upright, and looked up at him.  
Moistening her lips with her tongue, she opened her mouth into an "O" 
and moved towards his penis.

"I mean, why would she want to do that?" she said, pulling back from 
him.  She shook her head and frowned, then opened her mouth again, 
hovering over his trembling cock.  But then she pulled back again.  
"Mom, that's gross! I thought to myself.  Don't put his thingy in your 
mouth!  Eeeww!"

She moved her face closer to his penis and inclined her head, opening 
her mouth as if she were about to close her lips along the shaft.  "But 
then I saw how much you liked it," she said, "so I figured that's why 
she did it."  She wiggled her tongue an inch from his cock and made 
little kissing motions, and blew puffs of air along the shaft and 
around the head.  "Must feel awful good."  She looked up at him, 
pouting and inclining her head.  "Guess that's what Dennis is gonna 
get, huh?  Can you remember what it feels like?"  Without warning, her 
tongue shot out and flicked his penis just below the head.

"Ohhhh my God, Shannon, don't you know what that does..."

A car door slammed in the driveway, and Alex started in alarm.

"Oh yeah," Shannon said, "Mom said she had to stop by on her way out of 
town to pick up some things.  Guess I forgot to tell you -- oops!"  
Barely suppressing a smile, she jumped up and ran to the kitchen to 
grab her backpack.  "Just tell her I'm upstairs doing my homework like 
a good little girl!"  She headed for the stairs.  "Better cover up, 
Alex."  She laughed as she ran up to her room.

In a panic, Alex closed his robe as Dawn's footsteps sounded across the 
deck.  But his erection was too big to hide, so he hastily grabbed a 
couch cushion and held it on his lap.  Just as the kitchen door opened 
he grabbed a magazine from the end table next to the couch and 
pretended to read.

"Hi," Dawn said as she breezed in, hanging her shoulder bag on the back 
of a chair.  "I just need to grab some stuff from the laundry."  She 
did a double take when she saw him on the couch.  "Late shower?" she 
said.

"Uh, yeah, I forgot this morning," he said.

"Well, you certainly look cozy there under your little cushion.  Why 
are you reading Shannon's 'Seventeen'?"

Alex looked at the cover of the magazine he had grabbed.  He blushed.  
"Uh, I don't know ... just wanted to see what the younger set is up 
to..."

Dawn laughed.  "If you say so," she said as she hurried into the 
laundry room.  She was back in a minute with a laundry basket of ironed 
clothes.

"I just wanted to change into some different duds before I left," she 
said.  "I didn't know we were going out to dinner tonight.  I'm sooo 
late!"  She quickly pulled the sweatshirt she was wearing over her 
head, and removed her jeans.  Alex was trying hard not to stare, 
especially at her brassiere: it was black, sheer, and very full.  He 
became conscious of renewed stirring under the cushion in his lap.

"Damn!" she said.  She was struggling with the clasp of a thin gold 
chain at the back of her neck.  She bit her lip and frowned in 
concentration as she tried to remove it, her breasts lifting and 
bouncing with the effort.  "Alex," she said finally, "could you help me 
with this thing?  I forgot I had it on, and I don't want to wear it 
tonight."

Alex suppressed a feeling of panic as she came towards him where he sat 
on the couch, hiding a new erection under his cushion.  "You want me to 
help you?" he said weakly.  She was looking down at him now, her arms 
lifted as she continued to fight with the clasp.  Her large breasts 
hovered above him.

"Yeah, just see if you can get this thing unhooked," she said.

"Uh, okay, uh, just turn around so I can try..."  He made a twirling 
motion with his finger so she would turn her back on him before he got 
up -- he didn't want to have to explain why his cock was refusing to 
stay in his robe!  As she turned he put the cushion aside and stood up.  
His cock immediately sprang free as he did, and he tried vainly to keep 
it covered.  Dawn was standing so close to him that he had to put his 
hands on her hips to move her forward a little, to avoid rubbing his 
erect penis against her as he rose from the couch.  As she turned 
around, he had to forcibly pull his gaze up from the enticing view of 
her rear, the thin black panties stretched tightly over the contours of 
her voluptuous hips and round bottom.  She held her blond hair up as he 
fiddled with the necklace.  He stood stooped forward since his erection 
was again uncovered and bobbing just an inch from her back.  The smooth 
skin of her shoulders and the nape of her neck were warm, and exuded a 
subtle perfume he remembered from years before.  He tried not to 
notice.

"There you go," he said finally, reaching around to hand her the 
necklace, then sitting down hastily and grabbing the cushion.

"Thanks!"  She walked back to the laundry basket from which she took a 
wrap-around khaki skirt and fastened it around her waist.  Then she 
pulled on a red, long-sleeved ribbed jersey and tugged it down at her 
hips, smoothing it.  She stepped over to the mirror by the stairs to 
check herself out, running her hands up her sides and giving her 
breasts a squeeze.  "How do I look?" she said as she came back into the 
living room.

"Like a million bucks," he said, "as usual."

She smiled at him.  "You're sweet," she said.  She sat down on the 
couch next to him.  He moved to make room for her, still holding his 
cushion.

"You know, I still feel guilty about dumping Shannon on you like this 
for three days," she said, sitting straight with her hands held in her 
lap.  "She can be a handful."

"I told you," he answered, "there's no problem.  I don't mind, Dawn, 
really."

"I hope so," she said.  "Oh, I know you've been great with her, and she 
really likes you.  But she can be bitchy, too, and mouthy - that mouth 
of hers can drive you crazy!"

Alex shifted uneasily.  "Oh, I, uh, I don't mind her mouth," he said.  
"It can be very sweet, too.  I mean, Shannon can be sweet."

"Well, let's just hope she stays sweet all weekend," Dawn said.  "She's 
promised to be very nice to you, and I hope she goes out of her way to 
please you."

"I think she will," Alex answered.  "Just have a good time yourself.  
Dennis is gonna love you in that outfit."  He winked.

She raised her eyebrows and gave him an impish grin.  "You're a saint, 
Alex, you really are!"

"No I'm not, I'm just a ... well, I'm not a saint."

"Coulda fooled me," she said, and leaned forward to kiss his cheek.  
Then she stood up and transferred another few items from the basket to 
her shoulder bag.  "Bye," she called as she headed for the door.  
"You've got my number for emergencies, so I guess we're all set."  As 
she went out the door she looked back at him.  "Try to have fun, Alex -
- okay?"

"Do my best," he said.  "Have a great time yourself."

She smiled and blew him a kiss, and left.

* * * * *

Alex tossed the cushion aside and let his head fall back on the couch.  
"Oh my God, oh my God..." he whispered.  He stared at the ceiling, 
breathing heavily.

"That ... was ... so ... funny!"  Shannon's voice came from the top of 
the stairs.  "You should have seen your face when she took her clothes 
off ... and when you stood up? ..."  Her voice disintegrated into peals 
of laughter.

Alex frowned towards the stairs.  "I'm glad you thought it was funny," 
he said.  "Why didn't you tell me she was coming home, Shannon.  That 
could have been really embarrassing."

She giggled.  "Well, I thought it was funny.  I was watching the whole 
time and I had to pinch myself so I wouldn't laugh."  After a pause she 
said, "Are you mad at me?"  Silence.  "Well, that's too bad," she said, 
"'cause I was hoping we could continue our conversation.  But if you're 
going to be all mad and everything, I guess I'll just go to my room and 
do my homework."

"I'm not mad," Alex said quietly.

"Well, okay, if you say so.  I'll be down in a minute."  She ran down 
the hall, and Alex could hear her rummaging around in her room.

A couple of minutes later she came down the stairs and into the living 
room.  She still had on her school clothes, but there was a difference 
-- she was wearing dark stockings, and her shoes were off.  She stood 
in front of him with her hands on her hips, smirking.

"So, you and Mom are just friends, huh?  I guess nobody told him that!"  
She pointed to the bulge in his robe.  "Poor Alex!  He gets to peek at 
her nice big tits and then off she goes!"  She peered at him.  "You 
still think she's pretty?"

Alex shrugged.  "Yes," he said, "of course I do.  She is."

"And you liked seeing her in her underwear, too, with her nice big rear 
and boobies.  Go ahead, admit it."

"I ... yes," he said simply.

"And now here she is going off to get all hot and sexy with another guy 
-- aww..."  She pouted at him sympathetically.  "But that's okay, 
because you know why?  'Cause there's something else Alex likes, isn't 
there?"  She grinned at him and began to unbutton her blouse.  "Ooo, 
Alex is such a nasty man!  He gets all hot and bothered when he looks 
at pictures of little girls who tease him in their panties.  You like 
that too, don't ya Alex?"

"You know I do," he whispered.  His eyes were fixed on her hands as she 
continued unbuttoning her blouse, and his heart was racing.

"Such a dirty old man!  Who woulda thought that Alex the saint got all 
hot and hard when he looked at middle school girls and little 
cheerleaders in short skirts?"  She looked shocked as she continued to 
undress.  "That's so nasty!" she chided.  "Gettin' yourself worked up 
for little girls, peekin' under their dresses at their panties!  Aren't 
you ashamed?  But you just can't help it, can you?  Get's ya all 
tingly, huh?"  She finished unbuttoning her blouse, and wagged a finger 
at him.  "You better be careful," she warned, "you could get in a lot 
of trouble if people knew what you like to do."  She removed her blouse 
and tossed it on the floor.  Under it was the little green harem top, 
so tiny and teasy, barely covering the gently swelling breasts and pink 
nipples he knew were just underneath.  She grinned at him and reached 
up to squeeze her little breasts.  "Bet you'd like to do this, huh?" 
she whispered.  "Didn't get enough last time, did ya?"

Alex sighed deeply.  "Ohh, Shannon -- I can never get enough of you."  
He looked at her with longing.

She giggled and unfastened the button on her skirt.  As she pushed the 
skirt slowly down her hips, she watched his face as the red garter belt 
and the tops of her stockings came into view.  Her new transparent 
lavender panties clung tightly between her legs.  She smiled at the 
lust and desire burning in his face.

"I told you, Alex," she purred.  "I got these just for you -- just so 
you can watch me take them off..."  She tossed the skirt aside and 
moved forward to the couch.  Bending forward, she untied the sash of 
Alex's robe, and spread it wide to expose the front of his nude body.  
His cock was thick and heavy, starting to rise along the inside of his 
thigh.  Placing her hands between his knees, she gently pushed his legs 
farther apart to expose his genitals still more.  "So I can watch you 
while you watch me," she said, winking.  "But no touching.  That's for 
me to do.  And I will, I promise."

She sauntered back to the middle of the room and turned around to face 
him.  She licked her lips and wrinkled her nose in a lascivious leer, 
and began a slow, deliberately drawn-out striptease.  She began by 
touching her nipples through the thin harem top, massaging and pinching 
them to stimulate them into little puffy erections that pressed out 
visibly against the thin material.  The top was held in place by a 
single cord that passed along the upper hem and was tied at the back.  
The green fabric of the miniscule garment hung down from this cord like 
a fluttery banner, just barely covering the young girl's developing 
breasts.  This she flipped up teasingly every few seconds, giving Alex 
a tantalizing peek at the succulent little strawberries underneath.

She walked back and forth for a while, running her hands over her body, 
giving Alex a chance to feast his eyes on her deliberately sexual, 
fetishistic costume.  It had been designed for an adult, for a stripper 
to tantalize and enflame her audience, or a prostitute to get her john 
worked up for an hour of guilty sex; but now it was being used by a 
precocious eleven-year-old to tease and stir the pedophilic desires of 
the adult man sitting in front of her, his penis rigid and erect.  He 
stared at her helplessly, panting and sweating, his hands gripping the 
edge of the couch cushion.  He moaned with desire as the little girl 
began to undress for him.

She smiled at him and turned her back.  Looking at him over her 
shoulder she reached behind her and untied the string holding the harem 
top.  She let it fall to the floor and turned to face him, with her 
hands cupped over her small breasts.  Squeezing and massaging herself, 
she grinned at him, mocking his aching need to see her prepubescent 
tits and her delicate pink nipples.  She moved closer and slowly drew 
her hands apart, exposing herself to him.  Her fingers gently pinched 
and twisted her erect, puffy nipples, while her eyes remained fixed on 
his cock, which twitched and throbbed in response to her tease.

"Ohhh Shann, oh my God, ohhhh..."

She pouted at him and cooed with a sympathetic frown.  "No touching," 
she reminded him, slowly wagging a finger, and licked her lips.  Then 
she walked away and knelt down on the floor.  She stretched forward 
onto her stomach with her feet towards the couch, and, leaving her 
right leg straight back, pulled up the left, bending her knee as if she 
were climbing a steep stair.  Alex drew in his breath sharply, 
remembering his first day with her, seeing her asleep in her bed, 
peeking at her as she lay in the same position.  But now, instead of a 
schoolgirl in pink panties, innocent in sleep with her skirt 
accidentally raised, he was looking at an erotic little vixen in 
garters and stockings, deliberately seeking to arouse him with a view 
of her young, pert bottom, and panties pressed tightly against her 
crotch.  She looked back and giggled at the look on his face, and stuck 
her tongue out at him.

Raising herself up and turning around, she sat facing him on the floor.  
She pulled up her knees and spread her legs wide, letting him feast his 
eyes on her crotch while she ran her hands up her shins and down her 
inner thighs.  With her fingertips she caressed the bare flesh of her 
legs between the tops of the stockings and her bottom, then traced her 
index fingers along the edge of her panties at the narrowing of her 
crotch, outlining and emphasizing the little pussy that was almost 
visible through the thin lavender material.  Slowly, she lifted her 
left leg and extended it upwards, while she unfastened the garters and 
drew the stocking off her leg.  She did the same with the right 
stocking, then stood up.

"Well, I guess I don't need this anymore," she said, and unfastened the 
garter belt.  She was now naked except for the tiny hip-hugger panties, 
and she stood smiling at him, running her hands sensually up her body 
and caressing her breasts.  Then she reached down and hooked her thumbs 
under the waistband of her panties at her hips.  She began to ease them 
down, slowly, one side then the other, an inch at a time.  When her 
young pussy was almost exposed to his hungry eyes, she turned around.  
Giggling at him over her shoulder, she slowly pulled the panties down 
over her round, smooth bottom.  She kicked them away as they fell to 
her ankles, and remained standing with her back to him.  Under his 
intense gaze, she reached behind her and caressed and kneaded the 
buttocks of her "bubble-butt", squeezing them just the way she knew he 
was dying to.  Regarding him over her shoulder she bit her lower lip.  
"Ohhh Alex," she sighed, "you need this so much, don't you?"

She turned to face him, with her right hand between her legs, covering 
her.  Then she walked towards him, still hiding her pussy from him.  
When she reached the couch she looked down at him with shining eyes, 
and slowly drew her hand away, moving it up her body to her breast.  
Alex released a long, shuddering sigh as he gazed at her perfectly 
smooth vulva, positioned just inches away from his arching, straining 
erection.  A faint, almost imperceptible blond downiness covered the 
pouting lips of her little pussy, and moisture glistened in her pink 
cleft.

"Do you like me, Alex?" she whispered softly.  "You don't have to feel 
bad when Mom goes away with Dennis.  You have me."  She knelt down 
between his legs.  Looking into his eyes, she leaned forward and gently 
kissed his penis.

"Oh my god, Shannon, you are ... ohhhhhh"

She smiled at him, and grasped the sides of his cock gently with the 
thumb and index finger of her left hand, moving up and down, stretching 
the skin of his shaft rhythmically.  With her right hand she caressed 
and delicately scratched his scrotum.

"'Cause you've been so nice to me, I'll do this to you whenever you 
want..."  Looking up at him, she pulled down on the skin of his penis 
with her thumb and forefinger, tightening it, and lightly ran the wet 
tip of her tongue up the ridge on the underside of his erection.  When 
she reached the head, she swirled her tongue several times around its 
rim, and tapped the opening in the center.  Then she concentrated on 
the stretched V below the cleft in the rim, his ultra-sensitive 
frenulum, licking and worrying it with her tongue, teasing and lapping 
at it, all the while gently scratching his balls.  After a few seconds 
of this, she sat back and smiled at him, enjoying his helpless gasping 
and writhing.

"Do you like that, Alex?  I love doing it to you.  When you get all hot 
and bothered looking at pictures of little girls, or get a hard-on 
thinking about what Mom is doing with other guys, you can just come see 
me -- and I'll get ya even more worked up..."  She laughed and began to 
stroke his cock slowly, drawing her hand up the shaft and then down 
again, watching the purple head glisten and swell as it emerged from 
her little fist.  It was too big for her to wrap her hand entirely 
around it, but from the way Alex was sighing and moaning she figured 
that didn't matter much.

"I love your penis, Alex.  I love how it feels in my hand, so warm, and 
hard and soft at the same time."  She looked at it fondly as she 
stroked it, moving her head around to see it from all sides.  "It's so 
pretty," she murmured, "and it looks like it needs this so much.  Does 
it, Alex?  Does it need this?"  Alex moaned and nodded helplessly.  
"I'm glad," she said.  "And I want to make it need even more..."  She 
grasped his cock at the base and held it still, while she leaned 
forward and blew a stream of warm air all around the head.  Then she 
continued stroking.  Alex was going mad with lust.

"Oh, Alex, I just love making you feel good like this!" she said 
happily.  "I'm gonna make you feel sooooo good!"  She was silent for a 
few moments as she continued to slowly stroke his cock.  "The only 
problem is, I sorta like to tease, too, you know?  I guess I'm mean."  
She removed her hand from his penis, and fluttered her fingertips up 
the underside, then withdrew her hand entirely, leaving his erection 
alone and abandoned, curving upwards in a rigid arc, quivering.

Alex groaned and looked at her with pleading eyes.  "Shannon, oh God, 
please..."

She smiled at him.  "See?" she said.  "I like making you feel like 
that, too."  She moved forward a little, running her fingers along the 
tops of his legs, and breathed warmly on his suffering penis.  "I don't 
know why," she said, "but if ever a guy is looking at me and I think he 
wants to have sex with me but he knows he can't, I get all tingly 
inside.  Gabby too.  Like with that old guy at the mall, it was so much 
fun getting him all excited like that..."  She looked up into his eyes.  
"Guess you feel like that sometimes, too, huh Alex?"  She looked back 
at his penis, which was still erect and dribbling a thin rivulet of 
fluid over the rim of the glans.

"Oh, poor thing!" she exclaimed.  "It's leaking!  Awww..."  She took it 
in her hand again, and once again set to stroking it, but very lightly 
and with excruciating slowness.  "Actually, we learned about that in 
sex ed," she said.  "That happens when a man really wants to come -- 
uh, have an orgasm.  I guess that's what you want, isn't it, Alex?  To 
have an orgasm?"  She looked at him with wide eyes as she continued her 
maddeningly slow masturbation.  "After all," she said, "that's why I'm 
doing this -- to make you need an orgasm real bad."

"Please," Alex groaned, "oh God, Shannon, please..."

"Actually, that's what I really want to see," she said, ignoring him.  
"I want to see your white stuff shoot out of that cute little hole.  
That'll be so neat!"  She grinned happily.  "And the other thing I want 
to see is your expression when you get to come, so's I can see how much 
you like it.  Would you like me to watch your face while you're having 
an orgasm, Alex?"

He looked at her, speechless with lust.

"I guess that's a 'yes'," she said, "so I will -- but only after I 
touch you like this for a long, long time."  She became pensive as she 
continued to masturbate him.  "Actually," she said, "Michelle -- you 
know, Gabby's sister? -- well, she taught me and Gabby a lot of stuff 
about guys and how to turn them on, but she also said that guys are not 
all alike.  Well, they are in some ways, but she said they don't all 
like the same things, and she should know!  Well, anyway, what I think 
is that I need to sort of find out stuff about you, Alex, so what I'm 
going to do is study you -- you'll be sort of like my own personal sex 
ed project!  I hafta to learn all about the things that get you really 
hot so's I can use them to give you pleasure..." -- she looked up at 
him and grinned wickedly --  "...and so I can tease you!"  She 
continued stroking him as she watched his face, enjoying the mixture of 
pleasure and frustration in his expression.

"So, let's see," she said as she released him and positioned herself to 
give her mouth easy access to his erection.  "Suppose I do this ... was 
that good?  Do you like that?  Yes?  Or how about this ... that feel 
nice, too?  Should I do it faster, like this ... or real slow?  You 
like it if I suck you here?  Or maybe just sort of tickle with my 
tongue?  Oh, I know, how about this ... ahhhh, you really like that!  
You want more, huh?  Do ya?  You sure?  Uh uhhh!  No more of that now, 
we'll have to save that for later, oh yes!  Awww, poor baby..."  She 
giggled.  "It's so much fun studying you, Alex!"

Finally, after a long time of exploratory cock-tease that had him 
teetering on the edge of orgasm, she stood up and looked down at him 
pensively, while she gently fondled his cock as it trembled an inch 
from her moist pussy.

"Do you want to have sex with me, Alex?" she asked softly.  She drew 
her fingertips gently up the underside of his shaft.

"Ohhh God, Shannon, that would be heaven, so good, so good..."  He 
looked at her with desperately pleading eyes.

"But you know you can't, Alex, 'cause I'm too young."  She pouted at 
him with sympathy and concern, but still fondling his cock.  "You're 
not allowed to, 'cause I'm just an eleven-year-old girl -- I mean, I'm 
a virgin and all, you know?"  Tantalizing fingers fluttered over his 
erection.  "But I'm glad you want to -- it makes me feel really sexy."  
She bit her lower lip.  "And I like doing things that make you want it 
so bad -- I love seeing how teased that gets you."  She pulled his cock 
forward and nestled it in the moist crevice between the lips of her 
vulva and moved herself up and down slowly, so that he would know the 
feeling of sliding his excited cock in her slippery warmth.  Then she 
stepped back and looked at him, slowly shaking her head.  "No, Alex," 
she whispered, "you can't have that."

Alex was in an agony of need and frustration as he stared desperately 
at the little vixen who was so mercilessly enticing him.  "Shannon, oh 
my God, Shannon..." he whimpered.

"But that doesn't mean," she went on, "that there aren't other sexy 
things that we can do, you know."  She climbed up on the couch next to 
him and again took his cock in her hand.  She formed her thumb and 
forefinger into a ring and began to masturbate the rim of his glans 
with short little strokes.  "I can still give you an orgasm -- would 
you like that, Alex?  You would, wouldn't you?"

"Oh God, yes, Shann, please!"

She smiled and continued stroking, still just rubbing the rim 
teasingly. "You wanna come, Alex, huh?  Do you?"

"Yes! Yes, oh please...."

"Mmmm, feels good, doesn't it?"  She altered the movement of her hand 
so that her curved forefinger was dipping down to make teasing little 
flicks over his frenulum, each stroke sending thrills of pleasure 
through his enflamed penis.  He closed his eyes, his mouth open in 
delirious ecstasy.  "Tell me when you're gonna come, Alex -- I wanna 
watch!"  She wrapped her whole hand around his cock, and began pumping 
up and down the entire shaft in long, languorous strokes, watching the 
mounting pleasure and excitement in his face.

"Oh God, oh God, now, just a couple more, oh God Shannon, yes..."

She snatched her hand away and sat back on her heels to watch him.  His 
eyes shot open and he stared at her in disbelief.  She smiled at him 
tauntingly.  "Told ya I like to tease," she said.

"Shannon, you don't know what you're doing to me!" he cried.  "Oh God, 
please don't tease me anymore!  Please, please, you have to make me 
come!  I'll go crazy if you don't!"

"Oh, I will, I really will, I promise, honest," she said contritely.  
"We got a whole weekend, remember?  A nice long one."  She got up on 
her knees and faced him.  "And you know what?  I told Gabby she can 
come over for a sleepover.  She wants to help me study you."  Her nose 
wrinkled in a grin, and she gave his cock a squeeze.  She leaned 
towards him and put her lips to his ear.  "And Mom's got a nice big 
bed," she whispered, and winked.

Then she jumped off the couch.  "But right now," -- she picked up her 
panties from the floor and pulled them on -- "right now, we're going 
shopping!"

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tim_cravin@yahoo.com
