My daughter had just turned 11 and was having a pool party with her soccer team to celebrate. She had also invited her 10-year-old best friend, Chelsea. We have a large in-ground swimming pool, but the hot tub is separate and quite small in comparison, holding 4-5 adults or about 10 girls. Unfortunately, there were twelve girls at the party always leaving at least one as an odd man out in terms of getting into the hot tub with all of the other girls. Since Chelsea wasn't on the soccer team, she seemed to be the one most frequently squeezed out of the spa.

I had been out by the pool all afternoon; to keep an eye on the girls and ensure that some degree of sanity prevailed. I was floating in the pool, sipping a beer and daydreaming about all of the nubile young bodies running around my back yard when I noticed Chelsea sitting by herself, looking rather forlorn. I swam over to the side of the pool to where Chelsea was sitting all wrapped up in a towel and asked if anything was wrong.

She responded, "the other girls don't like me and won't let me in the hot tub with them."

I said, "That's not true, Chelsea," and warmly added, "but you can come swim with me if you want. The pool feels great."

"That's OK, Mr. Jones, I can't swim very good and I'm afraid to go in over my head. I think I'll just go home."

"You don't need to do that, Chelsea," I said, " Come on in, I'll hold you up and maybe even teach you how to swim."

"Are you sure you don't mind doing that?" she asked.

"Of course not," I answered. "I was beginning to get a little bored myself. Come on in."

She hesitated a minute, then asked, "Will you catch me if I jump off the diving board?"

"Sure. Go for it!"

"Awesome, Mr. Jones!" exclaimed Chelsea as she jumped up and ran eagerly to the diving board.

Now, Chelsea looks like most any other 10-year-old girl entering the fifthth grade. She is sort of Hispanic looking with a round face, olive complexion, brown eyes and long dark brown hair that hung down to between her shoulder blades. At about four and a half feet tall and weighing 80 to 90 pounds, she was a little stocky but was starting to lean out from her imminent puberty. Her legs were long and shapely enough to turn men's heads. Her hips were just beginning to widen, but her waist and torso were still trunk shaped. She had on a dark pink one piece bathing suit with black trim that was molded to her like a second skin. I could clearly see that her breasts were starting to bud. Her pussy mound was prominent with a deep indentation highlighting her pudgy cleft.

Chelsea walked to the end of the diving board and hesitated, looking at me for encouragement. "Don't be afraid, Chelsea, I'm here and you can dive over to me."

With that, Chelsea pinched her nose and rather ungracefully jumped in. This girl really didn't know how to swim! I quickly swam over to where she would come up and grabbed her as she emerged, sputtering and frantically reaching for something to grab on to. She climbed me like a monkey and held on until she caught her breath and calmed down a little.

About this time, all the girls who were in the hot tub got out and filed into the house to eat pizza and watch movies, leaving Chelsea and me alone in the pool.

I was treading water and starting to get a little tired from holding her up. "That was a great dive, Chelsea." I said, "Do you want to do it again or do you want to get out and go into the house with the other girls?"

"No, I don't think so, Mr. Jones, but I like being in the pool when I can hold onto you."

"In that case, let's move to the other end of the pool so I can touch bottom." With that, I pulled her to a shallower part of the pool, which was still over her head, but chest deep for me.

As we moved toward shallower water, she perched herself on my hip with her arms around my neck. I was winded and moved over to the side of the pool to recover from lugging around 90 pounds of wiggling weight for the last few minutes. I expected Chelsea to grab the edge of the pool to lighten my load, but instead, she moved to my front, with her legs wrapped around my waist and her arms still around my neck bringing us more or less face to face and crotch to crotch. I was surprised by her move and spontaneously put my hands under her ass for better balance. I quickly became erect from the unexpected feeling of her crotch pressing against my dick. With my hands cupping her sweet little ass and the backs of her thighs, I could move her up and down my dick causing the water to slosh around and intensify the friction of her movements.

She definitely must have been able to feel my hard dick rubbing along her pussy, but she didn't say a word as I continued to squeeze her bare thighs and press my dick against her. Chelsea just stared intently into my eyes while I moved against her. Finally she said, "I've never been this close to a man before and it's really neat. My dad never lets me sit in his lap anymore. I miss him holding me like when I was a little girl."

I slowed my grinding, but continued to caress her smooth skin as I said, "I don't mind, Chelsea, everyone needs to be held close every now and then and that's what friends are for."

"Am I really your friend, Mr. Jones?"

"Yeah, Chelsea," I replied, "You are my very special friend and special friends can do special things together like hugging each other." After I said that, I could feel Chelsea's muscles tense as she resumed sliding her crotch along my still hard dick.

"I like hugging you Mr. Jones. What else can special friends do together?" Chelsea asked naively.

"Well, if you promise to keep it secret from others, we can talk about anything that's on your mind and we can do secret things that are only allowed between special friends."

"Mr. Jones, can I ask you something?"

"Sure, Chelsea. What is it?"

"Why is your thing so big and hard?"

"Why do you think?" I asked back.

"In health class, our teacher told us that a boy's thing gets hard when he wants to have sex with a girl."

"That's right, Chelsea, when a man gets excited, his dick becomes erect in anticipation of having sex."

"But why is your thing, err, dick hard?"

"You caused me to get hard because you are so close to me and made me think about sex."

"I'm sorry, Mr. Jones. I didn't mean to make your dick hard," Said Chelsea looking down to where my hard-on was pressed against her crotch. "Did I really make you think about sex?"

"I must be honest, Chelsea. Yes, you did. Does that upset you?"

"No, I think it's neat," she responded.

"Go ahead and touch it, Chelsea. I know you want to."

Chelsea reached down to where my dick was tenting my swimming trunks. Even through the coarse material, the touch of her hand was like electricity. She wrapped her fingers around my shaft and instinctively started pumping up and down. Then she moved her hand up to the head and began to squeeze gently to get a feel of what it looked like. If she kept that up, there was no way that I could control myself. I couldn't believe that this 10-year-old little girl was bringing me close to cumming in just a few moments of touching me through my swim trunks.

I pulled back, breaking her inquisitive fondling of my dick and turned her around so that her back was to me. I slipped one arm around her waist to hold her in place and cupped her prepubescent breast with my other hand and started rubbing her budding nipple through her bathing suit. To my surprise it got hard as a pebble.

"Mr. Jones, you shouldn't do that, it makes me feel tingly inside."

I smiled and told her, "I'll stop if you want me to." Still holding her around the waist, I lowered my hand and slid it gently up the inside of her leg until I touched her pussy, causing her to give a little giggle.

I moved my hand across her mound and started rubbing her little pussy vigorously through her bathing suit while my other hand was busy pulling on her hard little nipple and squeezing her budding breast.

"We'd better stop," I said as I slipped my hand from between her legs. "You may not be mature enough to do adult things like this."

"Oh Mr. Jones, I am too old enough, I made you get hard didn't I?" Chelsea pleaded. "Pretty please Mr. Jones. You said that we were special friends, I won't tell anybody, please let me feel your thing some more."

I knew I had her, she wasn't going to stop me from doing whatever I wanted now. I knew it was too risky to fuck her, but that didn't mean I couldn't taste her sweet pussy. Maybe I could get her to jack me off or even suck me.

Sensing my acquiescence, Chelsea quickly turned around in my arms, wrapped her legs around my waist and grabbed my shoulders bringing us face to face and crotch to crotch once again. Her face was just a few inches from mine, so not saying a word, I leaned forward and kissed Chelsea's full lips firmly but softly. When I tried to gently push my tongue into her mouth, she pulled back and said, "yuck! I'm not going to let you put your tongue in my mouth, that's gross." Oh well, not much of a chance of getting sucked by this sweet little vixen.

We got out of the pool and I spread a couple of beach towels on the deck behind the hot tub. Since the spa was raised a couple of feet above the pool decking, we were more or less hidden from view from the house when we sat down. I asked Chelsea, "do you want to see my dick?"

"Yeah, sure I do, Mr. Jones."

"Well, Ok, but only if you promise not to tell anyone."

"I promise!"

With that, I laid back and slid my bathing suit down to my knees, exposing my turgid dick and swollen balls. Chelsea stared wideeyed at my dick sticking straight up in the open air. She asked, "how should I touch it, Mr. Jones?" as she knelt down beside my hip. Gingerly, she put one of her hands around my dick and squeezed gently.

"Move your hand like this." I said as I put my hands on hers and guided it up and down my dick to show her how I liked to be stroked. Chelsea began to pump on her own in just a few moments quickly getting the idea, setting a steady rhythm up and down, up and down. "Ah, that's it, Chelsea, you're doing it just right, ohh, it feels good."

A lot of pre-cum was seeping out of my dick. "Let your hand slide over the head so it gets some of my juice on it."

Soon Chelsea's fingers were slick with the stuff making her pumping motions feel even better. "Am I doing it right, Mr. Jones?" Asked Chelsea, causing even more fluid to run down the tip of my dick onto her sweet hands.

"Oh yeah, baby, you're doing great, just keep moving your hands up and down like that."

I was getting close. My balls were tightening and drawing up as they prepared to squirt out my sperm. "Oh, Chelsea, I'm gonna cum soon."

"What do you mean you're going to cum?" asked Chelsea as she slowed her pumping.

I said, "It means my sperm is going to squirt out from the end of my dick and make me feel really, really good. Just keep pumping it even if you get some cum on you, OK?"

"OK, Mr. Jones." Chelsea said as she began squeezing more firmly and pumping faster. However after a few minutes of this more intense stroking, Chelsea said, "I wanna keep doing it Mr. Jones but my arms are getting tired."

I pulled her hands away from my dick for a second. "Why don't you sit down, Chelsea, and lean over a little bit to get a better grip. That's a good idea Chelsea, lay your head down on my stomach." Now in a more comfortable position, Chelsea's hands resumed their sure movements, sliding up and down in a maddeningly steady pace. My hips started moving in a fucking motion, causing Chelsea's hands to slip over the head of my dick with each backward move, and down on my balls with each forward stroke.

"Oh God, Chelsea, here it comes," I warned.

Chelsea sat up a little as my dick pulsed and began to swell as the sperm welled up from my balls.

The first shot splattered Chelsea on her cheek. Chelsea squealed but she didn't let go. She jumped up so she could see without getting hit in the face. The next squirt landed on her shoulder, rolling down the front of her swimming suit onto one of her puffy nipples. The rest of my sperm dribbled out of my dick and oozed down over Chelsea's fingers as she continued to stroke me.

At last my orgasm subsided and I moaned, "please stop, Chelsea, I can't take anymore!" Chelsea removed her sperm covered hands from my rapidly softening dick and rested them on my stomach. I sat up and gently pushed Chelsea onto her back. I placed my hand on her pudgy little breast and massaged the sperm there into her bathing suit.

"Jesus, Chelsea, that was awesome, better than anyone. Are you sure that you never pumped a man's dick before? You do it like a grown-up woman."

Chelsea just giggled and grinned shyly, proud in the knowledge that she could make a man cum.

I said, "Now it's your turn to cum." Slipping into the pool, I turned to face Chelsea, positioning myself between her legs.

I scooted Chelsea around until she was reclining with her back on the side of the spa and her legs dangled in the water. I put my hands around her hips and pulled her closer. "Spread your legs a little, baby." She didn't understand what I wanted her to do, so I lifted her legs and put them over my shoulders. With her knees hooked over my shoulders and her legs spread, her bathing suit covered crotch was right before my face.

Chelsea's eyes got wide and she asked, "What are you going to do?"

I said, "I'm going to show you something that is very special and will make you feel really good like you did me." I moved the crotch of her bathing suit to one side, completely exposing her hairless little pussy to me. The area around her cleft was pudgy and slightly darker than the surrounding skin. She seemed to have an inordinately large clitoris that protruded beyond her tiny pussy lips.

I leaned forward and rubbed my face back and forth in between her legs. I savored the special fragrance of her young pussy. Chelsea started giggling hysterically, jerking around, boxing my ears with her knees and thighs. I slipped my hands under her ass to steady her and pulled her crotch up to my mouth. Chelsea was still giggling but was now trying to be still. I moved my tongue slowly over Chelsea's pudgy gash from bottom to top. Chelsea stopped giggling and lay very, very still but still she twitched every now and then. I continued to slowly lick up and down her little slit and suddenly her pussy just seemed to open up. Now I was able to run my tongue into her vagina and across her urethra up to her clitoris. Her little girl's pussy tasted and had a different texture from any other pussy that I had ever felt. Not as strong smelling or juicy as a fully developed one, but never the less very exciting.

Chelsea started gasping like she was trying to catch her breath. Her stomach muscles tensed up and I felt her hands on my head, sort of both holding and trying to push me away at the same time. "Ohh," she said, "I feel like I'm going to pee or something."

I said, "It's okay, baby, I'm going to make you come like you did me. Just try to relax and I promise you'll really like it. I just need you to let me keep licking your pussy like this." Then I resumed my oral ministrations.

Her pussy seemed to be getting wet with her own juices so I tried to slide my little finger into her tight pussy, but she tensed up preventing my entry. I resumed massaging her clitoris with my tongue while I kept my finger at her entrance. Chelsea sighed and relaxed a little and my finger slid inside her tight pussy all the way up to the second knuckle. I continued gently sucking on her clit and began to slowly move my finger in and out, being very careful not to go too deep or be too rough.

Chelsea's pussy was really getting slippery now and I was able to easily move my finger back and forth in her tight channel so I switched to using my middle finger. I started finger fucking her faster and faster while I kept on licking and sucking on her clit.

"Hmm, it feels good," gasped Chelsea. "Ah, it's oh, keep doing it."

Chelsea's breathing was faster, more intense, huffing and puffing like she was running a race. She was holding my head in place while she hunched her pussy against my tongue and finger.

Chelsea started moaning something like "Oh God, oh God, Ohh God! I don't know what's happening. I think its cuming!"

Chelsea was now hunching me with a purpose and grunting, "Ung, Ung, Ung," in pace with my finger pushing deeper and deeper into her. Suddenly her entire body tensed up, going completely rigid. Her legs stuck straight out across my shoulders. Holding her pussy against my face with my finger deep inside of her, I could feel her cunt spasm several times and then she relaxed and resumed humping but much more languidly. I continued sucking gently on her clit and slowly fingering her, not letting up until I knew she was finished.

Chelsea was limp as a rag, not moving and breathing very deeply. My face and her crotch were slick with my saliva and her juicy excretions. I stood up and pulled her into my arms and sat down on the steps in the pool, holding Chelsea on my lap, her head cradled in the crook of my neck almost asleep. We sat and cuddled like that for a few minutes before Chelsea started to come back to life. "Ohh," she whispered into my ear, "I didn't know what was going to happen. I never felt anything so good." I tilted her face up to mine and gently kissed her sweet lips. This time when I kissed her, she opened her mouth, letting my tongue rub along hers, as she tasted my tongue and her own juices for the first time.

My dick started getting hard again, with the thrilling knowledge that I now had an eager Lolita willing to try whatever I wanted. But, time was running and we needed to get out of the pool before the rest of the party missed us.

"We need to get out and join the other girls." I said.

"Aww, do we really have to?" Chelsea whined. "I really like it out here with just you and me."

"I know, but we need to get out before the others come looking for us! We don't want to get into trouble, do we?" I asked. "Remember, we have to keep our special friendship secret and act like we did before we got close."

"OK, but when can we do it again?"

"If we keep our friendship secret, we'll get plenty of chances to be together and I can show you some more special things."

With that, we got out of the pool and cleaned up. Chelsea joined the party; ravenously eating pizza and joking around with the other girls like nothing had happened.