"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 crowded 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!"