Note: This story was dynamically reformatted for online reading convenience.
 
 Holly

   Chapter 1

   Holly awoke for the second time that morning.  The first time had been
at six o'clock, when her mother came in to say goodbye as she left to catch
the bus that would take her out to the suburbs where she worked.  As
quickly as the door to her bedroom squeaked shut, Holly was back asleep -
dead to the world for another three hours.  Now it was nine o'clock and she
awoke needing to pee.  She climbed out of bed and pulled off the old many
sizes to large tee shirt that she slept in and crossed the narrow hall to
the bathroom.  She turned on the shower, and gathered her shampoo, rinser,
and body wash gel, as the water warmed up.

   Standing under the gushing hot water, Holly sighed with relief as she
let the urine flow from her swollen bladder and swirl down her legs and
over her feet before finally mingling with the water held back by one of
her feet covering the drain.  Only when she had finished peeing did she
step off the drain and let the yellow-tinged water flow away.  At eleven
years old, her body was still boyish.  Holly stood exactly forty-seven and
a half inches tall, and weighed just seventy-six pounds.  Only the
slightest swelling beneath her round pink nipples could be observed.  No
unsightly pubic hair marred the puffy labia of her delightful pussy.  Her
hips were still narrow, though her ass was nicely rounded, though not yet
with the fullness that would someday come to grace her figure.

   Closing her blue eyes, Holly turned her face upward to the shower,
letting the piping hot water wash over her short blonde hair and down over
her flat tummy and slender flanks.  Then stepping out of the flow, she
lathered her hair with shampoo, and continued with her morning ablutions.
After finishing with her hair, she squeezed the gel into a wash cloth to
clean the rest of her smooth, ivory young body.  As always, she left the
best for last.  After rinsing the soap from the wash cloth, Holly squeezed
another dollop into her palm.  She rubbed her hands together to make them
both super slippery and covered with soap lather.  Then she carefully and
slowly began to wash her pussy.

   The way her slippery hands felt as she rubbed herself between her legs
made her tremble with pleasure.  Using the fingers of one hand, she spread
her labia apart and ran her other hand back and forth - reaching as far
back as she could over her ass and then sliding her hand all the way
forward till she ended up cupping her smooth, pink pussy with a finger
slipping deliciously through her little slit.  Holly continued her careful
cleaning of her private parts until she felt the water starting to cool. 
She reluctantly spread her ass and leaned forward, then turned and spread
her legs and leaned backward, to rinse away the last of the soapy lather
before turning off the water.

   Wrapping one towel around her head to absorb the water from her hair and
another around her body to cover herself, Holly walked out the the kitchen
to fix herself breakfast.  The small apartment was quiet, with only the
little eleven year old padding about bare footed as she took a box of
cereal from the cupboard and a milk carton from the refrigerator.  Though
she might have felt just a wee bit lonely, the sun was coming in and making
the kitchen feel cheery as she stretched up to get a bowl from the
cupboard. As she stood on a kitchen stool and reached upward, the towel
covering her body came loose and fell away.  "Darn it!" Holly exclaimed.

   As she turned to look to make sure that she wasn't going to trip over
the errant towel, she happened to glance out the kitchen window.  Across a
narrow alley, another apartment window overlooked Holly's kitchen.  The
little girl froze as she realized that a man was standing at the window
looking directly at her.  He had his window open, and, as Holly gasped in
embarrassment, he smiled and waved to her.  Taken by surprise, Holly smiled
and waved back.  Then realizing that this stranger was smiling at her
nakedness, she gasped again, and quickly bent down to snatch up the lost
towel and wrap it snuggly around her freshly washed body.  She felt the
blood pounding in her ears as she blushed bright red, and fled from the
kitchen.

   As the little girl disappeared from view, the man leaned down and popped
the memory card out of the small, motion activated camera attached to a
lower corner of his window.  He put in another card and walked over to his
laptop and slid the card into the slot.  As the pictures uploaded, he felt
satisfaction that he had the foresight to set the speed to the maximum for
still photos - one per second.  There on the screen in beautiful high
definition was the little girl next door, her towel slipping away, her
delightful young body, and even her precious blush of embarrassment.  `A
very good morning's work, indeed' he thought.  `Now what will she do next?'

   Holly felt her heart pounding in her chest as she ran into her bedroom.
She quickly pulled on a pair of white cotton panties and a tank top.  Then
she grabbed a pair of shorts and pulled them on.  The shorts were really
getting to be too small for her, but it was her favorite pair.  As the soft
cotton snugged up against her crotch, she realized that she was feeling all
tingly between her legs.  She rubbed her pussy through the fabric, and it
felt like a mild electric shock in her little cunt.  Forcing herself to
stop, she walked slowly back out into the kitchen with lowered eyes.  As
she poured cereal into her bowl, she sneaked a hurried peek at the window
across the alley.  The man was gone.  As she sat eating her cereal, she
wasn't sure whether she felt relief or disappointment at his absence.  It
made her pussy tingle when she thought about him looking at her naked body.
She liked that.  `But,' she though, `what if he said something to Mr. 
Perkins, the building super, or found out who she was and told her mom?'

   Hurrying through breakfast, Holly quickly brushed her teeth and hair,
grabbed her key to the apartment and her library book, and headed out the
door.  Rather than wait for the creaky old elevator, she ran down the
stairs from the fifth floor where she lived and then hurried out the front
door.  The traffic was light at this hour of the morning, and she was able
to cross the street to the park without walking all the way down to the
corner traffic light.  The park in summer was her favorite place in the
world.  There weren't too many kids to bother her, and everything seemed
pretty new and clean.  Even the restrooms were clean.  The paths were all
paved and wound among some big, shady trees.  With her blonde hair and fair
complexion, she really couldn't sit very long in the sun.  Not unless she
used sunscreen and she really didn't like that smelly stuff.  So Holly
followed the path past the swings and slides and little kids stuff until
she came to the benches in the shade of the towering oaks.  There she sat
on a bench and crossed her legs up on the seat to read.

   About twenty minutes later, someone walking by said "Hi" to her.  She
almost didn't notice because she was reading a really exciting part of her
book, but, realizing that there was no one else around, she decided that
the "Hi" must have been meant for her.  She looked up and saw the man from
across the alley!  Her response was immediate and involuntary - "You!," she
said, and then covered her open mouth with her hand, and blushed, wide-eyed
and staring at the man who had seen her naked just a short time ago.  "I
want to apologize if I startled you, young lady.  But I thought that, since
we sort of know each other already, it would be rude not to say hi to you
when I saw you sitting in the park.  I must say, you are a very pretty
young lady, and that's a pretty outfit you have on this morning.  I
especially like your shorts." As Holly sat cross legged on the bench, her
too small shorts were pulled up tight against her pussy, with the her plump
pussy lips clearly outlined through the thin white cotton of the shorts. 
The crotch of her shorts was not quite wide enough to cover the crotch of
her white cotton panties, leaving them visible on each side.

   "My name is Tom; what's your name?" he asked, holding out a hand for her
to shake.  "Umm...I'm Holly," she mumbled, staring at their two clasped
hands, as he gently shook and then released her soft, white fingers.  "I'm
pleased to meet you, Holly.  I love this old park.  Do you come here a
lot?" "Y-yes," she stammered, still blushing bright red.  "Look, Holly, I'm
sorry if I embarrassed you earlier this morning.  I was just getting a
breath of fresh air, and wasn't expecting to see you across the alley.  I
apologize if it felt like I was spying on you." "Oh, that's okay," Holly
said, still speaking softly, and staring at the fingers that he had just
touched.  "Well, I'm glad that you're okay with it, Holly.  This is awkward
talking down to you.  Would you mind if I sat down so we can talk on the
same level?" "Sure, that's okay.  I mean, yes, sir, you can sit here I
guess."

   "Please, Holly, call me Tom.  After all," he chuckled, "I don't think we
have any secrets from each other after this morning, do you?" "Okay, sir, I
mean, Tom.  You won't tell anyone, will you?  I mean, my mom would be
really mad at me if she found out about it." "No way, Holly.  It is our
little secret.  Just between the two of us.  So, what are you reading?"
They sat together on the bench for about twenty minutes, with Holly
chattering on about her book, and Tom listening attentively.  Finally, he
stood up to go.

   "I've got to get back to work.  I work from home, you know, so I'm there
most of the time.  Just came out for a little break and to take a walk. 
I'm really glad we met, again, Holly.  I hope I'll be seeing a lot more of
you." He winked, and Holly blushed again.  They shook hands farewell, and
he headed back toward the street.  Holly had a funny tingling feeling in
her tummy and in her pussy.  `He is kinda cute,' she thought.  Holly had a
hard time telling how old old people were.  She thought that Tom must be
pretty old, though.  His hair was partly gray.  But he wasn't fat or
anything.  `I wonder what he would look like without his clothes,' she
wondered.  She waited till he was out of sight, and then got up and started
back home, too.  `I wonder if he meant he wanted to see me naked again when
he said he hoped to see a lot more of me,' she thought.  `It felt kind of
good to have him see me that way.  And he seems real nice.  Maybe I should
take another shower when I get home.'

   Holly let herself back in her apartment, and went immediately to her
bedroom.  She decided another shower wasn't necessary.  Stripping off her
clothes quickly, she stood in front of the mirror on the back of her
bedroom door and stared at her reflection.  Slowly sliding her hands across
her tummy, she raised them higher to touch her coral pink nipples.  Her
fingers felt good as she grasped each round nipple between thumb and index
finger to squeeze and pinch them.  As she played with them they became
increasingly sensitive.  She pinched harder, and then pressed her palms
flat against her now erect little buds.  `Oh, that feels really good!',
Holly thought.  She concentrated on her flat little tits for a few minutes,
until the tingling in her pussy drew her hands down between her legs.  She
grasped her labia the same way she had done to her tits, and squeezed,
pulling her lips apart so that the tiny button at the top of her slit poked
out.  Switching to one hand to spread her pussy lips, Holly ran the fingers
of her other hand up through the bright pink gash between her labia.  As
she did so, she could feel the slickness of her pussy juice coating her
finger tips.  `Wow, I've never gotten wet like this before!' Holly thought.
`It must be because of Tom.' She remembered the way he had stared at her
naked body earlier, and the soft touch of his fingers as they shook hands
in the park.  `I wonder what it would feel like if he was touching me down
there?' the little pre-teen girl thought.

   She was getting increasingly excited.  But now the thought of Tom seeing
her naked, and maybe even touching her pussy, was drawing her toward the
kitchen.  She opened her bedroom door, and walked slowly down the hall,
like a moth drawn to a flame, she couldn't and didn't want to resist.  She
continued to play with her pussy with one hand, and, as she stepped into
the kitchen, she covered her tiny tits with her other hand and arm.  She
walked slowly toward the window, looking downward at the floor, as she came
to a stop about five feet away from it.  She felt hot all over, as she
cupped her puffy mound and massaged her private parts.  Slowly, she raised
her eyes enough to peek through her lashes at Tom's window across the
alley. And there he was!  His window was open wide, and he was standing a
few feet back from the opening.  As he watched her, he was massaging his
cock through is pants.  Holly looked more boldly at her neighbor.  `He
likes looking at me.  It must be making him feel tingly just like it makes
me feel,' she thought.  Now she stared openly as Tom unbuckled his belt and
pulled down his zipper.

   He pushed his pants down and then freed his cock from his underwear. 
Holly had never seen an adult cock before.  Two years ago, during recess,
one of the boys in her class had agreed after school to show his cock to
one of Holly's friends, and to her for twenty-five cents each.  Her friend
Becka had even touched it, but Holly thought that was too gross.  Now as
she stared at Tom's erect member, she had an overwhelming desire to touch
it, and to feel Tom's hands touching her pussy.  As she watched, he stroked
the shaft of his long, thick dick, and stared intently at her hand
massaging her pussy.  Holly had never felt such pleasure as she was feeling
now, masturbating in front of Tom as he stared at her nakedness and stroked
his cock in a rhythm that exactly matched her own hand stroking her pussy.
Her cunt was gushing, and she could feel the juices running down her thigh.


   Finally, she took her hands away from her pussy and tits, and just
stared at Tom masturbating in front of her.  He took his hand off his cock,
and slowly raised it and put his fingers in his mouth.  He nodded at Holly,
and she finally got the message and did likewise.  Her fingers tasted funny
- not bad, just funny.  She felt kind of dirty, like she was doing
something forbidden, and that made it all the more exciting.  Tom sucked on
his fingers, pushing them in and out of his mouth.  Holly matched his
actions.  Finally, Tom stopped sucking on his fingers and leaned over,
picking up a large white sheet of paper.  He turned it so that she could
read the message.  "Meet me in the park in 15 minutes." Without thinking
even for a moment, Holly nodded yes.  Tom smiled at her and nodded as well,
then pulled his pants back up and over his still swollen cock.  With a
friendly wave, he stepped away, as Holly waved back.

   The horny little eleven year old ran back down hall to the bathroom. 
She turned on the shower, and, as soon as the water was warm enough, took
down the movable shower head.  She sprayed water over her throbbing pussy
and rinsed away the cunt juice that covered her private parts with slick
lubricant.  She toweled herself dry and then sat down on the toilet to pee.
As the golden flow gushed from her pussy, she couldn't restrain herself
from diddling her little cliffy until she had finished urinating.  After
washing her hands, she rushed back into her bedroom to get dressed.  Holly
felt a little light-headed from her excitement over what she had just done
in front of Tom, and even more excitement over what might happen when she
met him in the park.  She pulled on her panties and tank top, but when she
picked up her shorts, she was dismayed to find a dark smudge on the butt.
She must have sat on something on the park bench.  She tossed them aside
and quickly grabbed a short green skirt from her closet.  She slipped into
her flip flops, grabbed her key, library book, and a bottle of water, and
was out the door on her way to meet Tom.

   As she waited to cross the street, she noticed several older men walking
by.  There were always people walking by, so this was not unusual.  But
today Holly found herself checking out each man trying to detect the
outline of a cock pressing against the front of his pants.  `Every one of
them has a cock inside his pants,' she thought with a sense of wonder.  `I
wonder what they look like, and whether they are getting hard when they
look at me?' Becka had explained all about how males got a `hard-on' when
they were sexually excited.  `I gave Tom a hard-on!  He got excited looking
at me.  He must think I'm sexy!' holly thought.  The thought of Tom getting
a hard-on from seeing her naked made Holly's pussy tingle again.  Finally
the traffic cleared and she ran across the street and into the park.

   Holly just assumed that Tom would meet her at the bench where they had
met earlier.  She slowed down and walked in that direction.  As she
approached, apprehension began to build.  `I hope he doesn't think I'm just
nasty and dirty,' Holly thought.  By the time she reached the bench in the
shade, she was barely moving forward.  Tom wasn't there yet.  She looked
the bench over carefully and saw the dirt that had gotten on her shorts. 
So she moved to the next bench farther along the path, and inspected it to
make sure it was clean.  She sat down and crossed her legs on the seat in
front of her, just as she had done earlier, and tried to read her book. 
But her concentration was gone.  All that kept running through her head was
the way it felt to stand naked in front of Tom and to see him stroking his
cock as she played with her pussy.  She could feel the juices flowing from
her pussy and soaking her panties.  She sat with her eyes closed
remembering, and so she didn't realize that Tom was approaching until she
heard is foot steps come to a stop in front of her.

   "How is the prettiest, sexiest girl in the park feeling today?" he said.
"Huh, you mean me?" "Sure do.  Thanks for coming to meet me.  And
especially thanks for coming to the window again so I could see just how
sexy you really are." "Um, I'm not really sexy.  I don't even have boobs
yet," Holly said.  "Oh yes you do.  And I think that those beautiful pink
nipples poking against your tank top are very sexy." "Really?" "Yes,
really." Want to go for a little walk with me?" "Okay.  But I'm not allowed
to leave the park." "No problem.  We'll just walk around in the park then."
Tom held out a hand to her and she took it as she got up off the bench,
unwittingly giving him an enticing view of her wet panties as she unfolded
her legs to stand up.  Hand in hand, they strolled on along the path in the
shade of the big oaks.  As they approached the restrooms and drinking
fountain, Tom said, "I didn't think to bring a bottle of water like you.  I
need to stop for a drink." Holly stood close beside him as he leaned over
and drank deeply from the fountain.  "I think I need to use the restroom,
too.  But I hate to leave you all alone out here while I go inside, Holly.
Let me check and see if there is anyone else in there.  If not, you can
come and stand just inside the door and wait for me." "Okay, I guess.  But
won't I get in trouble if I go in the men's restroom?" "No way, sweetheart.
Lots of girls do it to wait for their dads.  Didn't you ever go in the
men's room with your dad?" "Well, I really don't have a dad.  He left mom
before I was born.  So it's just me and my mom." "I understand.  Well,
Holly, I promise you it will be alright.  Lots of girls go into the men's
room with their dads and if anyone comes along, just tell them you're
waiting for your dad and it'll be fine." "Okay."

   Tom led Holly around to the back of the building where the entrances
were, and, after briefly checking to make sure the men's room was
unoccupied, he came back and led her inside.  "No one else here.  Maybe it
would be best if you stay with me, though," he said, and led her by the
hand to the last stall in the row against the back wall.  Holly's heart was
beating like thunder at the excitement of being in this forbidden place. 
She envisioned Tom's cock up close, not just seen across an alley from her
kitchen window.  Tom closed and latched the door to the stall.  "Here,
sweetheart; I think it would be best if you sat up on the shelf, so that no
one can see your legs from under the partitions if anyone else comes in. 
He boosted her up onto a sturdy masonry ledge about three and a half feet
above the floor that ran along the back of the stalls.  Holly sat on the
ledge and looked into Tom's face.  "Good girl.  Now I'll take care of my
business," he said, as he unfastened his pants and pulled them down half
way to his knees.  HIs boxer shorts quickly followed, and Holly looked down
to see Tom's semi-erect cock thrusting out above his balls.  Holly stared
at it in wonder - she thought it was about the most beautiful thing she had
ever seen.

   Tom stroked it slowly a few times and brought it to full erection. 
"Would you like to touch it, sweetie?" Holly didn't speak, but extended an
hand to reach for it.  Tom leaned forward as she leaned toward him, until
he felt her soft little fingers wrap around the end of his dick.  It was
all he could do to keep from thrusting his cock against the pre-teen's
grip. "Mmm..., That feels real nice, Holly," he whispered in her ear.  "It
feels a lot better than when I touch it myself." "Th, thanks," Holly
stammered.  "I never did this before.  I don't know what to do." "You're
going to do just fine, sweetie.  You already are.  Just squeeze it gently
and then softly, over and over again." Holly tightened her grip on his
cock, and then released it without letting go, and repeated the action. 
"Perfect, Holly, that's wonderful.  Just keep doing that," he whispered in
her ear.  "Oh that's wonderful, Holly, my little angel.  Just keep playing
with my cock like that." The excitement of having this little blonde,
blue-eyed eleven year old handling his meat was quickly too much for Tom.
"That's great, sweetie, just like that." he whispered.  "You know how your
hands get all wet and slippery when you play with your pussy?" Holly nodded
a yes, not taking her eyes off the big cock in her hand.  "Well, the same
thing happens when you play with a cock.  Only it all comes out at the same
time.  I'm going to make your hands all wet.  Hold my cock in both hands,
Holly.  That's right, just like that," he whispered, as Holly wrapped her
other hand around the shaft of his cock just behind the head that was being
massaged by her first hand.

   "Now, sweetie, it's real important that you don't stop when the wet
stuff comes out.  Just keep doing what you're doing till I ask you to stop.
Can you do that for me, baby?" "Yes," she whispered back.  "UNH, AHH, I'm
cumming, baby," he whispered and Holly felt his cock throbbing as something
hot and wet surged out and filled the fist with which she was gripping the
head of his cock.  She kept playing with Tom's cock as five more spurts of
cum washed over her hands, now both all slippery and wet.  "Oh, Holly, that
was wonderful.  Thank you, darling.  You made me feel so good!" What a very
special good girl to take care of my cock so good." Holly blushed and
smiled at the praise.  Tom pulled an oversized handkerchief from his pocket
and carefully wiped off his cock and most of the cum from Holly's hands. 
"Now, be a really good big girl and put your fingers in your mouth like you
did after you played with your pussy earlier," he whispered.  Holly slowly
brought a hand up to her mouth and slid the fingers inside.  They tasted
funny, kind musky and salty and nice.  She could feel her pussy getting
wetter as she licked Tom's cock juices off her fingers.

   "Now it's your turn, Holly.  Time for me to make you feel as good as you
made me feel." Tom reached up under Holly's skirt and grasped the waistband
of her panties with both hands.  "Scoot up your butt, baby, so I can take
your panties off.  I'm going to play with your pussy in a special way that
will make you feel wonderful." Holly scooted her butt up and Tom pulled off
her panties.  "Hold the hem up, sweetie, so I can do your pussy for you,"
he whispered.  Blushing bright red with embarrassment at the thought of a
man seeing her naked pussy up close, Holly nevertheless lifted the hem of
her skirt and showed her pussy to Tom.  Her legs were apart, and the puffy
pussy lips were separated to reveal her hard clit, and the virgin entrance
to her dripping cunt.  "Just lean back against the wall, sweetie," Tom
whispered, "and try to be as quiet as you can." She leaned back, and Tom
took her feet and set them on the ledge spreading her cunt even wider open.
Then he leaned in and began licking her crotch, starting at the rosebud of
her ass and continuing up till his tongue washed over her clit, pressing it
as his wide, flat tongue drew an involuntary gasp from the now over-excited
little girl.

   The delicate taste of the little girl's pre-teen pussy was intoxicating
to Tom.  He lashed her pussy with his probing tongue, pressing up her cunt
to feel her hymen blocking the entrance to her vagina.  Already excited
beyond her wildest imaginings, Holly was quickly carried away by Tom's oral
ministrations.  As his tongue repeatedly grazed her little cliffy, Holly
was suddenly seized by spasms of incredible pleasure, cumming for the first
time in her young life, as Tom sucked the delicious juices from her cunt.
He heard her start to cry out in bliss, and sofly but firmly pressed a hand
against her mouth as he continued licking till her orgasm had run its
course.  Finally, her pussy now hypersensitive, Holly reluctantly pushed
him away from her dripping crotch.  Tom stood up and pressed his lips to
her mouth.  She tried to kiss him back, but didn't know quite what to do,
until his tongue finally pushed through into her mouth.  Then she began
instinctively to suck it, and tasted the juices from her own pussy in his
mouth.

   After a long moment, Tom finally broke the kiss, and lifted Holly off
the ledge and held her in his arms.  Her legs wrapped around his body and
her arms encircled his neck as the pre-teen cock lover held him tightly in
her embrace.  "Oh, my beautiful, sexy delicious darling Holly.  How
wonderful you are.  That was the best thing ever in my whole life," Tom
whispered in her ear.  "It was the best thing in my whole life, too," Holly
whispered back.  "I'd like to just hold you in my arms like this forever,
my precious Holly." She snuggle closer and hugged him even tighter.  Her
life up till now had been devoid of men.  She never wanted to let go of
this one, who had made her feel so good and so special.  She decided that
she would do anything for him.  Stand naked in the kitchen, follow him into
the restroom and hold his beautiful cock, and ask him to lick her pussy
again and again.  In short, Holly was in love.