"I really want these shoes, mister, but I only have twenty dollars. That's all Mommy had. She gave it to me this morning and gave me a bus token to get here to the mall and another token to get home later." I was getting upset. Twenty dollars isn't enough to get any cool looking shoes. "I went to three stores and all the shoes are too expensive."

He let me stand in front of the mirror and look at them while he rang out his only other customer at the cash register. He came back with more shoes and sat down beside me, looking at me kind of funny. "How old are you, Missy?" He asked.

"I'm twelve. Well, I mean I'm going to be twelve. Next week. It's my birthday. We're not having a party. Mommy says we don't have enough money. Crap. We never have enough money."

He came over to me and put his hands on my shoulders, standing right behind me. "There, there, Missy. What's your name?"

"Melinda."

He laughed and squeezed my shoulders in his big hands. His tie tickled the back of my neck and made me wiggle. "Melinda, you are a very pretty girl. I've got lots of shoes you would like. Do you come out to the mall very often?"

"No, Sir. Hardly ever. Mommy gave me two bus tokens and the twenty dollars. She said if I wanted to go to the mall so much that I should go on out and see how expensive stuff is."

"Well, Melinda, I think you are pretty enough to be a shoe model, but only if you can keep a secret. You know how competitive the shoe business is. I'm also a photographer and do some special assignments for the store. Here, try these on." He sat right in front of me and helped me put them on. They were pretty cool.

I tried on several more pairs and he got me laughing. He even let me wear some knee-high socks and helped me pull them up all the way. "I know." He said. "With such pretty legs I bet you would look so sexy in a pair of thigh-highs. I have some in the back. Come here and look. Nobody else is in the store and the manager won't be back for an hour. You can come back here and try them on."

It was neat. I went back through the door in a wall of shoes. He pulled some thigh-highs out of a drawer and helped me stand up on a wooden box so he could help me try them on. They were pretty cool. It took him a minute to slide them all the way up my legs and they went clear up under my short shorts. He smoothed out the tops for me on one leg at a time. The tops of the hose touched my panties.

"These are way too dressy to wear to school." I giggled. "And maybe I'm not tall enough, because they go all the way up my legs."

"Yes, Melinda. You're right. But you're so sexy in them." He was feeling how smooth they were on my thighs. He helped me take them off and then walked me back out into the store. Then I got to try on several other pairs of shoes and even some socks. I never had anybody help me that much before.

Then he told me again I was pretty enough to be a shoe model.

I turned around and smiled at him. He must be about six feet tall because I had to look almost straight up. I'm almost five feet tall. I just looked up at him and he looked at me.

Then he said, "Melinda, could you come back out here tomorrow and meet me in the parking lot? Then I could take you to my studio, get some pictures, and give you these shoes for free. Just for being a model. You are pretty enough to be a model, Melinda. But you have to remember this is a secret."

I smiled so big I couldn't hardly talk. "What do I have to do?"

He kept looking at me funny and seemed nervous. "You come back out to the mall tomorrow at noon. I'll give you some bus money. Keep this a secret. Then I'll take you to my studio and get lots of pictures. You know - different shoes and socks and things - and then I'll drive you back to the mall parking lot, and you keep your twenty dollars, and another twenty dollars you'll earn from modeling."

"And these shoes?" I asked him, grinning.

"Yes, of course. You'll keep these shoes and several pairs of socks. Maybe some other things. But only if you can swear to keep this a secret. Don't even tell your mom."

"OK. Sure. I promise. But I don't know if I could be a model because of my braces and these glasses."

He laughed again, and patted my back, just above my shorts. After looking around, he got a measuring tape out of the drawer and sat down. He motioned for me to stand right in front of him so he could get my measurements. He kept looking around while he measured me. I told him my sizes for kid clothes and he said I might even get to try on some more grown-up shoes since I was getting so tall. "Almost as tall as some grown-up women, Melinda."

I jumped a little bit when he put the measuring tape on my ankle and his other hand up against me on the front of my shorts. "I have to see how long these pretty legs are, don't I? Hold still." He laughed and held one end of the tape measure pressed against my shorts between my legs and the other end by my ankle.

"Oh sure. I'm just so excited. I'll really get twenty dollars and two pairs of shoes? This is cool. School starts in three weeks."

"Yes, but you have to keep this a secret! That's the most important thing." He asked me to turn around so he could check the size of my shorts and panties.

I turned around, facing the wall full of shoeboxes. He pulled out the back of the elastic waist on my shorts so he could look down at the tag. "OK." He said. "Let me check these, too." He pulled my panties out from against my back so he could see the label. It took him a while to read the label while he stretched out my shorts and panties as far as they could go. "OK." He said and let them snap back against me. "I see you have a nice tan, Melinda." And he patted my bottom. I giggled when he said that.

He measured my chest again and I started giggling again when he put his hands on my armpits. "Melinda is ticklish.," he sang to me like a nursery rhyme. "Melinda is ticklish." He pulled me onto his lap and tickled my armpits and tummy. I stood up and brushed off my T-shirt, trying to act grown-up and dignified.

He laughed. After measuring my chest again he said he was all done and gave me a dollar for bus fare back to the mall tomorrow. "Do you have a training bra, Melinda?"

I blushed. "Yes, but I don't wear it in the summer."

"Well you are starting to get a cute figure." He nodded towards my budding breasts.

"Mommy says they aren't even as big as golf balls yet." I blushed and hunched my shoulders forward to hide them.

"Stand up straight, Melinda. You're a very cute young lady. Does your mother dress you in the mornings?"

"No." I said, a little insulted that he thought I was a kid. "I dress myself, but usually she's gone for work before I get up."

"Well, then, wear your training bra tomorrow. I'll have other clothes for you to try on, even though I'll mainly be taking pictures of your feet." He saw a lady coming into the store. "Tomorrow at noon. Wait by the fountain. I'll meet you there and take you to the studio. Remember. Our secret." His big hand scooted me towards the door.

"I know. See you tomorrow." As I left he held up the shoes I was going to get free just for letting him take pictures of my feet. This was really exciting. He walked over towards the cash register while I went out.

My First Modeling Session

I wore my best underwear, the size 28 stretchy sports bra-training bra and my white cotton panties with the panda bears all over them, my red shorts, a T-shirt, and my running shoes.

I was only waiting by the fountain for a few minutes when a little white car with some rusty spots pulled up near the curb. It was the shoe store man. I didn't know his name. He didn't look the same without his tie on, and I suddenly wondered if it was safe to get in the car with him. He was smiling and waving me over. "Melinda. It's lunch time, Honey." He said. A few people were walking by. I walked over and got in his car.

"Lunch time? I forgot." I said, as we drove off.

He laughed. "Why don't I swing through a hamburger place and get us some lunch on the way, Melinda. By the way, call me Chuck."

"We don't get to eat out much at home. This is fun being a model."

He said. "I'm sure you'll have a good time. And you're getting so grown up. What do you feel like for lunch?" There were lots of fast food places near the mall. He told me how pretty I looked today. I had my curly, blond hair in two pigtails just like I did yesterday at the mall.

We ate in the car while he drove.

I didn't know where we were when he said I should lie down on the seat. Chuck said his studio was in his basement and his neighbors didn't know about his secret fashion photography business. I laid down on the seat and a few minutes later we pulled into his garage as the door closed automatically.

His house was pretty neat as we walked through the kitchen and down the basement stairs. Chuck turned on lots of lights and switches. There was lots of photography and electronic equipment all over the place. There was one area which must be his stage, because there were blue sheets on the floor and on the wall. He had a stepladder, wooden boxes, and some chairs and things sitting to one side of his stage. The basement was carpeted and was lots nicer than at our house. There was a curtain in one part of the room hanging down from the ceiling to about two feet from the floor and he said that's where I would be changing outfits. There were lots of old cameras and things sitting around in my changing area, too. Boy, he had lots of electronic stuff. And it sure was bright, even brighter than outside because there were lights all over the place.

He had me sit in a chair in the middle of his studio area and took a few pictures of me while I took off my running shoes and socks.

Chuck handed me a skirt as he walked me over to the changing area. "First I want you to put on this skirt and..." He stopped and looked around the changing area. "... Umm, Melinda, there aren't any hooks in here." Then he had an idea. "You don't want to set your clothes on the floor, so just hand your clothes to me around the curtain and I'll hand you the next piece to put on."

"OK." I was anxious to be a model. This was so neat. I handed him my shorts and he handed the skirt to me around the curtain. It was real short and pleated, like a tennis skirt, but plaid - kind of like a school uniform except it was so short. While I was putting on the skirt I said, "I remembered to wear my bra today." I felt like such a big girl.

"That's great, Melinda. You don't need to change that yet. I've got some other outfits for you pretty soon, but just leave your T-shirt on for now."

"OK. Sure, Chuck." I came out from behind the curtain and he said I looked terrific. He had me stand, sit, crawl, and do lots of different poses while I tried on three different pairs of shoes and socks - from white, lacy ankle socks with navy MaryJanes to black, knit, knee socks with black pumps. It was so much fun. He let me sit on a barstool while he sat in a regular chair and changed my shoes and socks for me - making sure the socks were pulled up the right way. He showed me pictures of other girls in shoe ads from different newspapers and catalogs. I looked at some of the store ads while he worked on one leg at a time.

Then he had me sit on the floor with one foot straight out in front of me and the other foot up by my knee and I put my arms around my knee. The short skirt was pressed against my chest in front but Chuck said that would be OK because he was just getting pictures of the shoes. He scooted me backwards just a little and when my bottom rubbed on the sheet on the floor it tugged my panties down a little bit "Hold still." He reminded me as he scooted me a little farther back. I was kind of worried about my baggy cotton panties scooting down so far, but he said he was just getting pictures of my feet. He moved my feet into different positions.

Then it was time for the next outfit. I was barefoot when I went behind the curtain. He said, "Hand me all your clothes this time, Melinda. I have a whole different outfit for you."

"You mean even my panties?" I got the giggles for some reason. This was so exciting.

"Of course. This is more of a big girl outfit from head to toe. I'll even put lipstick on you. Come back out a minute." Chuck put bright red lipstick on me and pushed me back around behind the curtain. He put his hand around the curtain and I handed him the skirt, then my T-shirt, and training bra, and then my panties. I guess it was OK, because he could only see my legs from just above my knees because of the curtain. I mean he couldn't see my private parts.

I was giggly and nervous standing there naked behind the curtain waiting for him to hand me the next outfit. "Darn." He said. "I have the wrong panties. Just put this bra on now. I'll go up and get the other panties." He handed a bra around the curtain and went upstairs while I put it on. This one hooked in the back and I couldn't quite get it to fasten right. It seemed like he was gone a long time while I fidgeted with the bra. I waited behind the curtain. He had country music on the radio and I listened to a whole song before he came back downstairs and handed the matching panties around the curtain. My gosh, though, I could see right through them. But they were so pretty and grown-up looking. There wasn't even a cotton liner in the sheer, white, hip-huggers.

Another short skirt and a very sheer top finished the outfit. I had to come out and let him fix the back of my bra before I put the blouse on. He said he actually helped most of his models change their clothes during his sessions. "... but most of the models are older than you and they aren't so shy like kids are. They even change right out in the room. The older models don't need a curtain."

"I'm getting older." I reminded him. "I'll be twelve in less than a week and that's almost a teenager. That's what Mom says."

He laughed as he finished fastening my bra. "OK, then. Since you're older you probably won't mind me helping you dress. It does speed things up and in the modeling business, time is money!" He laughed again and patted my bottom as I buttoned the fancy blouse. It was too big for me and you could see through it except for the ruffles beside the buttons down the front.

He took lots of pictures of me with different shoes on, even some high heels. He took my glasses off. I couldn't see as good but he said I looked prettier. For fun he had me pretend I was a dancer and get in some dancing poses. It was hard with the high heels on, especially the ones which were way too big for me.

I got so used to sitting, standing, kneeling, and even laying on the floor, that pretty soon I didn't even worry if he could see my panties because he was always arranging my clothes. Whenever I got too nervous he would tickle me and tell me to relax.

"Melinda, you seem pretty comfortable now. I wasn't sure if you would be mature enough to pose in panty hose and shoes, but since you say you're so grown up, lets get some pictures of you in these hose." He was holding several pairs of fancy pantyhose. "Then you can try the high heels again. It's up to you."

"Oh, cool." I said. "I'll do it."

After I handed him all my clothes he handed me the first pair of pantyhose. Plain white ones. I waited for another bra or a top but he said he just needed pictures of me from below the waist.

"But shouldn't I be wearing a shirt?"

"I thought you were a big girl, Melinda. The older models just wear whatever they are given." He reminded me.

I wasn't bothering to close the curtain all the way anymore, like to show him that I wasn't too shy to be a model, and that I was a big girl.

"OK." I walked out in just the pantyhose which were pulled up and wrinkled just above the knees. I had my hands in front of my breasts. The top was up to my belly button in front. You could kind of see through them, and my tan lines from my two-piece swimming suit showed up clearly.

He laughed. "Just relax, Melinda. Put your hands down. It's just us. Prove to me that you're a big girl. These pantyhose are all bunched up. Let me pull them down, just to your knees, and then back up straight." I blushed as he sat on a chair with me standing on a low wooden box between his knees. I let him pull the pantyhose down to my knees so I could prove that I was big enough to be a model. He turned me around as he tugged up the panty hose a little bit at a time. I tried to act like everything was fine and that I was a very mature model. It took him a while to get them adjusted and he had to smooth them out with his hands, like to get all the wrinkles out. He said my tan lines were cute, but they wouldn't show up in his pictures because he was mostly getting pictures from my knees on down.

Chuck said I looked great and helped me adjust the hose after each different way he posed me. He helped me into several different colors of high heels but some of them were way too big on me, but he thought it looked cute. "The high heels make your fanny look so grown up." He teased me and patted me there again. I had to lie on my tummy or roll around and even climb up the ladder while he took pictures.

He stopped a minute to put a new cassette in his video camera. That's when he told me he uses his videotapes to help him remember all the poses and different shots for his other models. Then I felt really funny because I had been walking around without a shirt or bra on. "But you said you were just getting pictures of my feet, Chuck. You won't show that to anybody will you?"

"No, of course not, Melinda." He led me into the other part of his finished basement and said I could use the bathroom for a minute after I took off the pantyhose. I went in and handed out the pantyhose then closed the door and went to the bathroom while he moved some things in the studio part of his basement. He handed me the black pair and you could see my tan lines through those, too.

"OK, Melinda. I'd better adjust these, too. They are all wrinkled."

While I was standing on the box again with the black pantyhose down to my knees he said he wanted to get my measurements again if I didn't mind. He got up and turned off the radio. Then he said he had to do another photo shoot in a few days but I probably wasn't mature enough for that one yet."

"Sure, Chuck. You can take my measurements again, but you got them yesterday."

He said, "Yes, but you had clothes on yesterday."

"OK."

While he was turning me around between his knees he stopped me while I was facing him. "Well, well. You are growing up, Melinda. See? Some hair." He tugged on the few blond hairs I was getting. "I didn't notice these before. Maybe you are grown up enough."

"I told you I'm almost a teenager." I giggled. I was kind of nervous with him looking at me there, but I knew I was getting a few hairs there and was real proud of them, even though you could hardly see them like he said. But now he would know I'm getting big.

He looked at my chest. "Those are almost big enough for the clothes I have to get pictures of." He thought a minute, and then added, "You know, if you pinch them, they will get a little bit bigger. It just might make them big enough."

"What do you mean?" I asked. I wanted to do another photo shoot with him. "And would I get another twenty dollars for doing another photography time with you?"

"Oh sure. In fact, the next session would be twenty dollars per hour. So you could make fifty or sixty dollars."

"Wow."

"But only if your breasts are a tiny bit bigger. Do you want me to show you how to make your measurements a little bigger while I go upstairs to get my tape measure?" He asked.

"Yes. Just show me what to do."

"First, let's take these off. I don't want you tripping." He helped me step out of the pantyhose. "We'll put them back on after I measure you."

He stood behind me and had me hold my hands on my head while he demonstrated. He reached his hands around to my breasts and pinched them gently and then pulled on them and squeezed them for a minute. He said that would make them swell up a little bit so they would be bigger when he came back down to measure them.

"Now you try it, Melinda." He stood in front of me while I practiced.

I laughed at first while I pulled and squeezed them. It felt funny when I pinched the tips like he showed me.

"That's how the big girls do it, Melinda. Very good. I think they are getting bigger already. And the color changes a little bit, too. Your tips are so light pink you can hardly see them, but notice how they are getting a little redder when you pinch them?"

I noticed. "Cool." I said. "Just pinch and squeeze them like this?" I showed him how I was doing it.

"Almost." He said. "Let me show you again." He stood behind me again and massaged them and let me try it. Then he pinched them and said to give them a little twist as I pulled my fingers away. He showed me a couple times and had me show him. After a few lessons he showed me the pull-up stretching exercise. He cupped them completely in his big hands, pulled up, and let go. We each tried it a few times and then he jiggled them by putting his fingers underneath and his thumbs above them and jiggled my skin up and down real fast. It kind of tickled and I laughed. We practiced that for a little bit.

"It tickles when you do it, Chuck." I said. "But it doesn't tickle when I do it." We both laughed again.

He had me demonstrate in front of the video camera and explain what I was doing. He said, "If you keep modeling for me, in a few years we'll look back on your first session and laugh at how much these exercises helped you."

"Really?" I said.

"You'd be surprised how doing that makes things bigger, Melinda."

I demonstrated each of the techniques several times for the video camera while I said what I was doing. "First I squeeze them like this. Then I pinch the tips and pull them out. I have to twist them when I let go. See? And then I jiggle them for a little bit. See? You have to press in your fingers underneath and your thumbs up above them and jiggle like this. And, Oh yeah, you cup them in your hands and pull them up and let them spring back like this." He had me show the camera four times because I kept giggling. It was so funny. He adjusted the camera and had me do it one more time.

Chuck said, "Try to do it without giggling, Melinda." It took me two more tires but I finally demonstrated all four ways without giggling.

"And it works the same way on your hips. Just pull your fanny open with your fingers. Relax your bottom and pull the sides apart, wait a second, and let them spring back together. You practice while I go upstairs and get the tape measure." He headed for the stairs while I started practicing. He said, "Some girls think it works better if they bend over or put their feet apart while they practice, but stay on the box. I'll be right back with the tape measure. You'll have bigger measurements in a few minutes." He went on upstairs while I practiced. He was gone for about five minutes so I kept working on my breasts and then on my fanny, even bending over like he said. I stood up when he finally came back downstairs.

He sat down beside me while I showed him how I had been stretching my bottom and my breasts again.

Chuck watched me practice a minute. He scooted his chair over so I was on the box between his knees. He said, "Let me show you something. The box is too small to put your feet very far apart, but turn around and bend over. A little farther. Feet apart as far as you can while staying on the box. That's it. Now try to completely relax your bottom while I pull these apart and let them spring back." He showed me a couple times and let me try it. "The secret is to let your fanny completely relax. Then you can stretch them farther apart. See?" We practiced a couple more times and he told me to pull my cheeks farther apart. He demonstrated on me again and reminded me to relax my bottom while he pulled it open, held it, and let it spring back. I showed him again and this time I held it open longer before letting it spring back. He said I was doing great.

"Should I show the camera, Chuck? So I can make sure I'm doing it right and then we can laugh about it in a few years. This feels pretty funny but I want to be a model for you." I wanted to really prove to him that I wasn't too shy to be his model.

"Sure." He said. "Good idea. I bet you're going to be a great model. Let me adjust the camera while you practice." Chuck laughed and said, "Face away from the camera this time, Melinda."

We both laughed and I bent over and practiced.

"Excellent, Melinda. Now, come over here and let me freshen up your lipstick. Put these on and when I say "go" walk up on the box, introduce yourself while you take the clothes off, and tell the camera how old you are and demonstrate your breast and fanny stretching exercises.

I put on the sheer panties, short plaid skirt, and my T-shirt. I got the giggles the first couple times I tried it, but he was real patient. He said it was OK to say that I was "eleven, almost twelve." He reminded me to bend over farther and hold my bottom open long enough to tell myself to relax. Chuck worked the video camera. I walked over and stood on the box and told the camera my first name while I undressed. Then I demonstrated my chest exercises and turned around and demonstrated my fanny exercises. I only had to get dressed and do it two more times.

He looked at his watch and had me stand up so he could take my measurements again. He said I was bigger than yesterday already!

"Maybe you are big enough for the next photo shoot, Melinda. Would you like to do it? Of course it's still a secret."

"I know. Yes. That would be cool. I'll practice my exercises at home."

He helped me put on the black pantyhose again and I did some of the same poses with different shoes on. He told me I looked so sexy and grown-up and he would have lots of fun things for me to wear for the next sessions.

A little later we finished up and I changed back into my clothes. Actually he dressed me. I was getting used to letting him help me with my clothes. On the way back to the mall I rubbed the lipstick off me onto one of his kitchen towels. He gave me two pairs of shoes, some socks, and another twenty dollars, just like he promised. Wow. Just for modeling for about two or three hours, and it was so fun anyway.

He told me I would really enjoy modeling the other things for him, like different kinds of clothes.

I said, "That was fun. And I won't tell anybody. I like to model things for you."

He waved when he drove away. We were both smiling. Now I know I can trust him. We're going to meet again on Friday. I wonder what he wants me to model for him.