Present Day

Spryfield, USA

Dave was a tall guy, medium build, early 40s, dark hair and an easy smile. He found that people, of all ages, warmed to him almost immediately. He was single, had gained a very handsome inheritance a few years ago and lived in a very comfortable house with an attached photo studio. He was an engineer by trade however since coming into so much money decided to just do photography, his passion, part time.

The phone rang early this Wednesday morning. "Hello," answered Dave.

"Is this Mr. Davidson, the photographer," asked the voice.

"Yes it is. How may I help you?"

"This is Ms. Lawrence calling from Rosewood Middle School," said the lady. "We are in a bit of a crunch here and hope you can help." She quickly went on to explain that the regular school photographer had a car accident and was in hospital.

"He has done all of our students with the exception of Ms. Pike's Grade 6 class." We have to have all of them done to begin producing our yearbook in just ten days. Will you be able to help?" she asked in a pleading tone.

Dave had a quick vision of nubile young girls flash through his mind. Only a couple of close associates, with shared similar interests, knew that Dave loved little girls especially between the ages of 8-12.

"I would be only too glad to help," he responded.

An agreement was made for Dave to come to the school on Friday afternoon to do the shoot.

Chapter 2

Early Friday afternoon, he loaded up his black Lincoln Navigator with his equipment and headed to the school only a few blocks away. Ms. Lawrence met him at the door and guided him to a small room deep within the school. There were no windows to cause any problems with light adjustments as per his request. Ms. Lawrence kept chatting while Dave set his back drop, lightening and camera.

"The class has 12 boys and 14 girls. We will need a class photo, with Ms. Pike, and then individual shots of the students." She stood in the doorway and said, "When you are ready, just press the toggle switch on the intercom and I will send the class down." She waved and left.

A short time later he called and was told the class would be there in a few minutes. Ms. Pike, an older woman, starting to grey and definitely putting on weight, paraded the students into the room. Dave carefully arranged the taller students in the back row, with Ms. Pike and the shorter ones in front. He immediately took notice of one young girl, standing next to Ms. Pike, whom he sensed was shy but very attractive. He took several group shots so the school could select which one they wanted. Ms. Pike then took the class out into the corridor so the individual photos could begin.

"If I leave them all in here, some of them with try and distract the others and you will have a hard time getting finished." She went on now addressing the kids in the hall,"This is the last period, so when the bell goes, you may leave to go home. Do not give Mr. Davidson any problem," she ordered.

The kids started coming in, one at a time, as Dave called out. Mostly it was the boys leading off. A couple decided to test his patience however Dave handled them in a very stern manner. There were some very pretty girls in the class. Much to his surprise and pleasure, the shy girl, who had attracted his attention earlier, was the last in just as the bell rang.

"Oh my, he said, will you have to rush to catch a bus?"

"No, I walk to school. I live on Birch," she replied.

"Great, I'm only on Pine one street away and I can even give you a ride if you want."

"Oh, you don't have to do that. I don't have to rush home." She explained that her mother worked long shifts and she had to fend for herself for the evening meal.

Here was this 11 year old girl, very slim, 5' 2", very light brown hair, shoulder length, just budding breasts with long coltish legs and a charming shy smile.

Dave asked her name and she said, "Jocelyn, sir, however my mom calls me Jace."

"That's kewl, he said. Please call me Dave and not sir." She gave me a very pretty smile and said, "Okay, thank you".

Dave then got her to stand in front of the screen as he heard kids moving in a rush to leave the school.

"Now Jace, I will get a frontal and then a profile from your left." "Big, beautiful smile. That's it," and he clicked the camera. Then he had her turn to the left and did her profile shot.

"Jace, you are a very lovely young girl. May I take a few more shots of you?"

She sort of hesitated and asked me why.

"Like I said, you have a great look, you are tall, very nicely proportioned and I love the way you have the ribbon in your hair. I can tell you are a bit shy, however, I have photographed a ton of young girls, even younger then you, who have made some great money as models."

"Really, I don't know, I'm pretty skinny and some girls make fun of me cause I haven't, you know, ahhhh, filled out up there." She blushed.

"Honey, I've done so many girls that have gone on to huge success. Imagine, you could even help you mom meet her bills even at your tender age!" That last statement seemed to convince her. Dave grabbed a stool from the back of the room. He had her sit on it from front and to the side, get off and lean into it and then back on with her legs on the top rung. She had a short skirt, her long legs so slender and he could barely see her pink panties.

"Open your legs a little wider." He took a shot. "A little wider again please." Got another shot this time there was a beautiful view of a puffy vulva pressing against pink panties.

Dave told her that he was convinced that she was just what he was looking for. He wasn't kidding as he wanted that juicy preteen pussy. Dave suggested that she help him with his equipment and that he would treat her to an early supper at any place she wanted to go and he would answer any questions she had about modeling.

She seemed to edge out of her shyness a bit as they took down the equipment and carted it out to the SUV. She chatted away asking Dave about himself and work. He asked her where she wanted to go, any place, any price. She said that her mom had very little money and took her out, for her birthday only, to her favorite pizza spot.

Off they went, she was impressed with his expensive SUV as her mom drove a 15 year old rust bucket. They ordered pizza, chatted while they waited and continued on when it was ready. She had a ton of questions. Dave kept complimenting her and saying how she could really help her mom by earning some good money.

"I'm pretty shy and there are some girls that pick on me. What if they find out I'm trying to be a model and don't make it?" She looked so worried.

"Tell you what, no one, not even your mom needs to know. I really believe you can make it. When you do, you can tell the world and then they can't make fun of you, they will just be jealous. What do you say?"

The hook had been set and taken. She agreed to come to his studio the next day as her mom would be working from 9 to 9. He gave her some instructions and drove her home.

Chapter 3

The doorbell rang right at noon as expected. Dave opened the door to see a smiling Jace wearing a short skirt, light blue blouse and white socks with a lace trim. "Hi Dave, I've got my outfits and I'm all ready," she enthused

Dave chuckled at the eagerness of the 11 year old. "Oh, where oh where did that shy girl go that I only met yesterday."

"I couldn't stop thinking of all the things you told me. I'm very excited".

Dave had Jace drop her bag on the sofa on their way into the kitchen. "I have a little surprise for you," he said pointing to the kitchen table. On it was a large pizza. "I had it delivered just before you came."

"Dave it's my favorite, like yesterday! You are so good to me". Suddenly she hugged him and just beamed into his face.

"You are so welcome my lovely lady," Dave responded. "I have some samples of my work in that album so you can look through it while we have lunch. Here is a soft drink for you."

Dave had doctored the drink with a drug he'd gotten from one of his friends who also enjoyed little girls. It wasn't the date rape drug but one that would greatly reduce her inhibitions and make her hot as a firecracker!

They spent the next 15 minutes having lunch and Jace looking through the pictures. Many were girls her age and younger in regular clothes gradually moving to bikinis and very lacy sleepwear. Dave could tell that the drug was taking effect as Jace started squirming in her chair.

"Ready for action?" he asked.

"Sure."

"Well come out to the studio." They made their way out to the back of the house picking up her bag along the way.

"What a beautiful house Dave. Wow! This is some studio", she gushed. The studio was 60 x 60. There were two back drops, one white and one dark blue. There was a small set with a beach background, umbrella and flooring that simulated sand. The centerpiece was a king sized bed. There was a changing room off to the side; lights rigged everywhere, flash umbrellas and a table with a number of digital cameras, lens and a computer. There were also video cameras spread throughout the studio.

Jace tried to take everything in but was almost overwhelmed. "I'm absolutely amazed!"

"Believe me, when you make it big, like I know you will this studio is small to where you will be shooting" Dave said with a big grin.

Dave then had Jace show him the clothes she had brought as per his request. There was the outfit she had on. In the bag was a junior cheerleader outfit, with white bloomers and trainers, and a full piece swimsuit.

"How did someone so shy become a cheerleader?" he questioned.

"My best friend Dawn, she's a year older and not shy at all. She's the one that got me to join so we would be in something together. She's even got boyfriends." Then Jace blushed and Dave thought to himself there is something else there.

Jace reached in her bag and took out a picture of herself and her friend. Dawn was about the same height, slightly pug nose, dark hair and complexion and had already filled out in the breast department.

"She's very nice looking. Maybe she could model along with you sometime." Dave sneaked in the suggestion.

"Say, that would be great, Jace went on. I know she would just die to do it".

"Well let's take care of my special lady first." Jace beamed when he said that.

They began the shots in the current outfit in front of the white backdrop and then some in front of the dark blue.

"How about you go in the changing room and put on your cheerleader outfit," said Dave.

Jace went in and pulled the curtain to the fair sized room. A large mirror dominated one wall. There were a couple of chairs, a makeup stand, a soft covered bench and loads of outfits in all sizes. Most were swim wear, thongs and very lacy and see through blouses and negligees. There were also stockings with garter belts. Jace took several minutes just looking at all the clothes and wondering did she have to wear anything so revealing. Strangely that thought caused a tingle between her legs. She quickly put her hand there and gave a brief rub.

Dave was standing on the other side of the one way mirror. There was a video camera set up there and, with the bright lights in the other room, every image was captured in fine contrast. He watched as she looked through the clothes and practically saw the thought go through her mind when she saw the real skimpy stuff. When she sneaked her hand between her legs, he broke into a smile.

"Yes, little lady, that pussy and the rest of you will soon be mine," he whispered to himself.

She started to change and he left the video camera running. It would stop when she turned off the light as he had instructed. Out she came and he had her pose in front of the white screen again. They started taking shots of her in a number of poses going though her cheerleading routine, including jumps, spreads, handstands and cartwheels.

"Jace, I know you are shy, however can you please take off those bloomers? You have panties on underneath and you are going to do swimsuits anyway." Dave said.

Jace blushed and said that she wasn't sure as her panties were not a swimsuit. Finally she relented and took them off revealing a pair of very pale white panties.

Dave got her to go through some of the routines again taking extra pictures whenever her panties were exposed. He had her do splits and hold her handstands, in a way that made her pussy lips really stand out. Jace was starting to relax more and was also feeling more and more heat between her legs. She knew there must be a wet spot on her panties.

Dave could figure out what was going through her mind as he had noticed her getting wet. "I bet you are feeling warm with all these lights and are thirsty." She admitted she was.

"You go settle down a bit, change into your swimsuit and I'll get you another drink."

Jace went into the change room, turned on the light which also activated the camera. She took off her outfit and standing naked she stretched. Oh, she thought to herself, I'm in a stranger's house and I'm naked! That thought stirred another flow of moisture from her pussy. She thought about the few times Dawn had shown her how to play with her nipples and clit. Dawn was beautiful and so bold! She'd confessed to sucking off two guys. I've never even kissed a boy, mused Jace. She felt her nipples and saw how hard and perky they were capping her small breasts. That feels so good! She looked between her legs noticing the sprinkling of hair very fine on her pussy.

She noticed a photo album on the corner of the soft bench. Jace sat down, picked it up and started to browse. Just then, Dave showed up, outside the curtain and handed her another doctored drink.

"Drink it up and get refreshed. It will be a long go the next couple of sessions. I must download some stuff on the computer so you relax a bit," he said from the other side of the curtain.

Jace said she would. She took a couple of big gulps of the cold soda. She continued looking through the album and realized that it mainly featured several of the girls she had seen in the first one during lunch. This however contained shots of the girls in proactive poses in bikinis, topless, thongs, garter belts and stockings with no panties and the very sexy sleepwear. Now she was really getting wet and started to rub herself. Surely he can't want me to do this. I couldn't in front of him even though he is handsome and very nice, she thought and continued to rub.

Chapter 4

Dave was on the other side watching her playing with herself. He knew she was very wet and under the influence of the drug. Yes, she was hot and he was going to keep her that way.

He went back outside and called for her to hurry up.

Jace put down the album, groaned as she was so stimulated and quickly put on her swimsuit.

Dave directed her in front of the beach set. He had only taken a few shots when he said, "Jace, did you happened to look through the album in the other room?"

She almost felt like she had been caught when he continued. "I hope you did as you will see that shyness just doesn't make it in the modeling world. That one piece of yours looks little girl stuff when I know you are beautiful and sexy!! Yes, sexy!!" Dave said. "You have to show skin to get these big producers to want you and to pay big money. I'll make you a deal, even though it's the trial session and you don't have any contract. I'll give you $100.00 to try on the outfits in the changing room and follow all my instructions. You can buy pizza for you and Dawn every day for a week. How about it?"

Jace was almost in turmoil. Her young pussy was flowing at this point. The mention of the money was a kicker she certainly didn't expect. "Did you really call me sexy? Me? I'm so skinny!"

"I think that you will be one of the best I have ever done and yes you are very sexy. Do you want this, the money, will you allow me to direct you?" asked Dave.

She nodded yes, a tear coming down her cheek as she practically exploded with emotions. She again grabbed him in a hug.

She ran into the changing room, finished her drink, stripped off, gave herself a few more rubs and changed into a brief top with a yellow thong. Taking a deep breath she walked outside the curtain to hear Dave make a wolf whistle.

"Over here my sweet," he said leading her back to the beach scene. The filmy top went just a few inches below her budding breasts. Dave could easily see her nipples. The thong was very small almost dental floss and, when she bent over, he could actually see her puckered rosebud. He started putting her through a number of very sexy poses. At times when he had her spread wide, he could plainly see her pussy lips and he got her to bend over a lot to see her rosebud. Dave was starting to get hard and hoped she wouldn't notice in his loose pants.

"Okay, how about you take off the top".

Jace was surprised that she took it off without question. He got her to do some of the same poses. Then he went to her and started to gently rub her little breasts. She didn't pull back as it felt good just like when Dawn did it to her and she like the way Dave made her feel. Here is a grown man rubbing my breasts and calling me sexy!!! Who would believe, she thought!

Dave, of course, now had several video cameras going directed so that it would get the action but keep his face out of it.

"You do that to yourself so I can continue with the shoot," he said. Dave moved back out of the video range and took pictures as Jace continued to squeeze her breasts and pinch her nipples. Dave could see her getting more turned on every second. She was lying on the beach chair all this time.

"Let's move to another set, shall we," he said.

Jace was surprised to hear his voice as she was lost in a dreamy world and didn't want to stop. Dawn had told her about having an orgasm and while she hadn't experienced one yet, the feeling she was getting told her something big was about to happen.

Dave led her to the large bed and had her scoot up to rest her head on the pillow. He instructed her to go back to what she had been doing and she gladly complied. She was almost lost now. Sensations were running from the tips of her toes to the top of her head. She barely heard Dave clicking the camera whispering compliments of how beautiful and sexy she was and what a big star she was going to be.

Dave put the camera on the bed and gently started to ease down the thong. She didn't say anything, just moaned as he spread her slender young legs to open up the view of her drenched pussy. He took his finger and gently worked on the lips while his thumb stroked her little bud. He did this for a few minutes then instructed her to pull her knees back to her chest and use her fingers to open up her pussy lips while he shot pictures. He told her to keep stroking herself. Dave eased forward again and put his small finger into the opening of her pussy canal. He eased in until he felt her hymen. A virgin he thought to himself with a grin. It's going to be so much fun taking that cherry.

He had her turn over on all fours and spread her cheeks wide. He licked his middle finger, moved forward and started to penetrate her ass while operating the camera with the other hand.

She groaned as his finger penetrated past her sphincter ring and gradually worked its way up her chute. "Oh, that feels so strange, but nice," She moaned. He continued to go as far as he could reach then started to saw in and out.

"I want you to play with your little clit and try to put a finger in your pussy," he instructed. She immediately complied and her hips were soon moving in response to his sawing finger and her own ministrations. Pleasure was gripping her body. "This is like when Dawn was playing with me." She moaned.

Dave filed away that interesting fact now knowing that she had some sexual experience even though his finger had detected her hymen earlier.

Dave quietly began removing his clothes as he continued working on her and encouraging her. When he was naked, he told her to turn over and keep her eyes closed.

Chapter 5

Jace turn over onto her back, as instructed, her hand busy on her clit and two fingers probing her pussy hole. Dave knew that the video cams would now see lots of action and he could disguise his face later with a program he had. He moved down the bed and spread her legs even wider. He still sawed his finger in and out of her tight little ass. He took her hand away from her pussy and she started to complain. She quickly stopped when she felt his tongue start stroking from her rosebud to her clit which she was still rubbing furiously.

"Ohhhhhh Gawd! What are you doinnnng? That is sooo fantastic!!" she screamed. "I've never had that feeling before not even with Dawn!!"

That's the second time she has admitted to doing things with her best friend, thought Dave. This might get very interesting. Maybe I'll bust two girls!!!

Dave kept up the action occasionally sticking his tongue as far in her little pussy as it would reach. He licked her thick, juicy flow. If only a guy could bottle an eleven year olds pussy juice and sell it, he mused, you could make an absolute fortune!

He knew, even if she didn't, by the way her body was bucking, that she was soon going to orgasm.

"Aaaahhhhhh!!!!!!!!!!!!!!!! Ooooooooohhhhhhh, something is happening!!!!! I can't stand it, it's driving me wild!!!!!"yelled Jace. She arched he back, went completely taut and then, with another scream, went completely limp!

Dave realized she had come so hard, probably her first time, that she had fainted. He quickly got up, took out the digital and got a few shots of her spread wide with the flow of thick juice still coming from her cunny. Boy, oh boy, he thought, this is going to be worth lots of money and, little honey, you are going to make me lots more maybe even with your friend Dawn.

Jace started to stir so Dave quickly got back on the bed, put himself and Jace in a 69 position with her on top. He immediately started stroking her clit and put a finger back in her ass.

Jace came too. "What happened?" She still sounded very groggy and confused.

"You are a very lucky lady," responded Dave. He explained to her how she had a dynamite orgasm.

"Ohhhh," she moaned. She felt Dave finger back in her ass and his tongue starting to lick again. She was starting to heat up for the second time. Suddenly she realized that Dave was naked! His THING was staring her right in the face!!!!

"What are you doing? How come you are naked?" asked the bewildered preteen.

"Sweetheart, didn't you like the feelings I gave you and what I'm continuing to do?" Dave asked softly.

"Yes, but...but... you're a grown man!"

"Well that didn't seem to stop you from enjoying what I'm doing. You do want to be a model. You want to make money and I certainly don't want to treat you like a kid. You're beautiful, sexy and I really like you. Look at how much you accomplished today and how much you have learned about yourself." Dave quietly responded.

Jace started thinking about what he said all the while Dave's fingers and mouth were bringing her closer to another mind blowing orgasm. I do feel good about what I've done and learned, she thought. It was fun and he doesn't treat me like a kid. I've learned things about my body and I do like being NAKED with him!

Her body started to go taut again as she felt the wave come. Dave was waiting for the right moment.

Jace opened her mouth to scream out her orgasm. "aaaaaahhhhhhhhhhh....... Glub......Glub." Dave had quickly raised his hips and pushed his cock into her open mouth.

"That's it my beauty, suck my cock while I eat you some more. Just suck on it and lick it like a popsicle. Take it in your hand and stroke it up and down while you suck. Oh, you sexy little bitch. You are so good." Dave put his tongue back in her hole while her now, slightly stretched asshole took two of his fingers. She kept sucking and stroking. Dave could feel her start to come again just as his balls unloaded into her mouth.

"Swallow it, swallow it," he yelled. She tried as best she could and again seemed to faint away.

Dave got up, turned off all the cameras after rewinding and seeing how the action had been recorded. It was crystal clear. He went into the bathroom, got a couple of cloths and towels and went back to the bed. He was gently washing Jace from head to toe when she opened her eyes.

At first she just watched him wash down her body paying particular attention to her pussy which was still leaking so much fluid.

"I can't believe that I had your THING in my mouth," she said in a very little voice.

"It's not a thing, it's my cock. You are a bigger girl as of today so don't talk like a baby," he admonished.

She was quiet again until he finished.

He handed her the other cloth and told her to wash him. She hesitated and then gently washed him. When she got to his groin, she asked, "What happens now?"

"Well, that depends on the way you feel. Do you still want to model?"

"Yes," she quickly answered.

"Then we are going to make you a model," he stated.

She smiled and he gave her a hug and surprised her with a kiss on her lips and a bit of tongue. "Imagine, said Dave that tongue was in other places before I gave my sweetheart a proper kiss".

Jace giggled. "Am I your sweetheart?"

"Yes". Dave looked her in the eyes and said, "You are even better then I had hoped. I'm going to teach you so much and we are going to have great times. Just keep it between us for now."

"Okay."

They got dressed, Jace picked up her outfits and they went back to the living room.

"What now?" she asked.

Dave suggested that she come by after school next Wednesday and he would go over some of her pics and they would do another shoot. He reached into his pocket and came out with a crisp $100.00 bill. "As promised and you really earned it. More money next time," said Dave. Her eyes went big as she took the bill. She knew it was more money then her mom brought home for a regular shift. "Keep it hidden for now, or spend it when your mom isn't around. You don't want any questions," he suggested. He kissed her again and she left.

Dave went back into the studio, uncovered a big LED screen, and setup the video of the last half hour. He stripped off, lay on the bed and whanked himself to another ball bursting load watching himself get blown by the beautiful 11 year old Jace.

"Yes, little one, your cherry is next on the list and then that tight little ass of yours."

This story is a work of fiction. Names, characters, places, and incidents either are products of the artist's imagination or are used fictitiously. Any resemblance to actual events or locales or persons, living or dead, is entirely coincidental.