Note: This story was dynamically reformatted for online reading convenience. One of my best friends from my Childhood was a girl named Kim. She and had been in the same grade since she moved into the area. We had often been seated in class together because of the alphabetizing of our names, and therefore were often project partners. Well, one year we had a particularly involved science project to accomplish and we decided it would be better if we did our work at each other's houses as we didn't have enough time during school hours. About a week before our final project was due, we were working at my house. My mother had taken a one week trip to go visit her parents in another state, so that left my dad in charge of my older brother and I. Jerry, my brother was four years older than I, 15 at the start of my story. That made Kim and I both 11. So Kim and I were laboring away at our project, when my father had emerged from the shower. He was still glistening and was wearing only a pair of loose fitting sweatpants. He sat down on the couch near where we were working and was observing our progress. He could see we were at an impasse, and suggest we take a break. He told me to go and get some sodas for Kim and I from the fridge, and grab him a beer. I had yelled back from the kitchen that there was no beer in the fridge. He told me to check the basement fridge, where we kept our excess drinks and meats, and anything else that didn't fit upstairs. Before I headed down I went to the bathroom, got the beer and sodas, and made my way back to the living room. All told I was gone about five minutes. When I got back, my father and Kim were chatting. I stopped for a second to listen to what they were saying. Basically, she was telling him about her other hobbies, particularly about her dance classes. My father said `I would really like to see what you have learned so far. Why don't you show me your best?' She started to protest, mostly that she couldn't dance without music. So my dad got up, and turned on the radio to a pop station. I decided to walk back to them and hand out the drinks. I sat down as Kim got up to give us our show. She danced for a few minutes and but stopped because she felt kind of weird about dancing for us. My father said she just needed to relax a little, he said some beer would help. So he offered her his can, and she took a big gulp of it. Then my father told me to go bring up the rest of the six-pack from the basement. I left, and got the cans. When I came back, Kim was finishing off the first beer. I handed him five beers from the basement. He took one, and passed out one to Kim and I, and told us to drink up. I nursed mine, while Kim and my father both chugged theirs down. Kim was obviously feeling the effect of the alcohol on her slight 11 year old body. The music was still playing and my father suggested to Kim she should be relaxed enough now to continue dancing for us. Lo and Behold she was, and she started swaying to the music. She was dancing provocatively, especially for an 11 year old. My father told her she looked very sexy dancing the way she was. He asked her if she wanted to be shown how to dance really sexy. She giggled and nodded. My father stood up, and I could see the bulge of his half-hard cock in his pants. Kim saw it to and her eyes locked in on it. She asked if there was something wrong with in his pants. He told her it was a way to tell if a guy likes what a girl is doing, and that he really liked what she was doing. So my father walked over to her and told her he was going to show her how to dance really sexy. He got behind her and put his hands on her hips. He was towering over her and guiding her body to an arousing dance. Her hips were swaying, knees bending, her whole body moving to the seductive sounds of the music from the radio. His hands were all over her, manipulating her little form into an arousing display. )Clearly arousing as I was very excited by the performance). My father started dancing with her, very closely. Her hair was on his bare torso, and groin rubbing up and down the length of her body as they moved and swayed together. My father told her that the sexiest dance of all is stripping, whereby he proceeded to lift up her shirt. She meekly complied and I was granted a view of her budding nipples. She had no real breasts to speak of, but a sleek, thin body. I could see the muscles of her chest and stomach contact and release as they continued to sway. She told him she felt funny, like they shouldn't be doing this. He asked if she felt good though, and she said she did. He said that if it feels good, how can it be bad? If it feels good, why should they stop? She, in her alcohol laden and aroused state found no flaw in that logic. My father then began to slide her pants down exposing her white cotton underwear to our view. She stepped out of her pants, almost robotically. I remember looking into her face, her eyes. It was as if there was no though behind the eyes, just a look of confusion and pleasure. Her breath was rapid, the way breathing becomes when sexual tension fills the air. His face was near he butt, and he planted little kisses on her panty clad ass. At the same time his large hands slid along the taught skin of her lithe legs. I saw and heard her gasp. I was riveted to the expression on her face, lust. Then his hands reached the tops of her hips, he put on hand inside and in front of her panties. She moaned at the invading digits. I could see his hand moving back and forth, rubbing her sex. I could see the material of her already tight underwear become tighter and his hand took up space while manipulating her sex. She gasped and continued to breathe in that lusty manner. No more real sounds coming from her little mouth as she was sexually toyed with by my father, other than that of her ragged breath. He sandwiched her sex and ass between his hand and mouth. He was sucking on the tender flesh of her body as his hands probed the sensitive areas between her legs. He then slid her panties down past her ankles and her pretty little feet. There she stood, naked before her friend and my father, exposed, confused and clearly excited. He told her that she was incredibly sexy, and that now, he wanted to show her the very purpose behind sexiness, which was sex itself. He scooped up the naked 11 year old girl in his strong arms. He full erection pressing and straining the fabric of his sweatpants, and pointed right at me. He carried her down the hall without a glace or word to me. The whole time they had acted oblivious to my existence, as if I could have been on fire and they would never have noticed. The two were entirely wrapped up in the actions and forms related to their sexual desires. I could hear my father giving instructions to her, to pull down his pants, to grab his cock, to kiss it, and put in her mouth. The instructions were dotted with moans and gasps, and phrases like `just like that,' that feels so good sweetheart,' and `your mouth feels so wonderful.' He began explaining to her, that sex would hurt a little at first, but it would get better. He told he would be right back that he was going to get something to make it easier form him to out his larger, adult cock into her child pussy. He walked out of the bedroom door, which he hadn't closed, stark naked and his impressive cock bouncing in front of him. He walked where I was sitting and grabbed the two beers that were left. He said he didn't want to be bothered unless he called for me. No calls, no visitors, no nothing. His erect organ was bobbing inches from my face. It was glistening with the saliva of the preteen conquest in the other room. He walked away from me, his taught ass receding as he padded to the bathroom. He grabbed the lubricant in which to ease the penetration of the young girl's virgin pussy. He stopped in the hallway, grinned and me, then looked toward her, squirted the lubricant on his throbbing dick, gave it a few strokes and entered the room to copulate with my friend and classmate. For the next couple of hours the sounds of my father fucking this girl filled my ears. I could hear he first whimpers of pain and gasps from the intruding phallus. I could hear the rhythmic squeaking of the bed as my father plowed into Kim, which would build to a crescendo of grunts, moans and the sounds of orgasms. My father only called out to me once, to grab another six-pack of beer form the basement. When I entered the room, I saw Kim, naked and red between her legs, on her knees on the floor, with my father's engorged prick in her mouth, as my father lied back on the bed, legs spread wide and dangling over the edge, relaxing and enjoying the sensations of this girl's mouth, which had been newly initiated to the realm of sex. I could see dried come and sweat in her hair, and I could smell the sex in the room. My father was near climax as I had entered. When he noticed me he looked into my eyes, and proceeded to blast and immense load of come into Kim tiny mouth. Her hand which was wrapped around his shaft became coated in the semen that flowed from her filled cheeks. My father took the beers from me, handed one to Kim, took one for him, and set the rest aside. The he told me to go and work my school project without Kim, as she would be busy all day. My father started with fucking my 11 year old friend. She came over more often to see him, than me. They would fuck while my mother went shopping, or did errands, or anything. He would send my brother out to the store, or just to get lost in general. I would serve as his guard. Kim was not the only friend or girlfriend my father fucked. Damn near every girl I had gotten to know, he had sexually enjoyed, and many times before I did. He had gotten several of my friends pregnant, including Kim and including my future wife who I had met in my first year of college. I became a constant source of fresh, young pussy for my father, and I was benefited with the scraps from time to time. Some of the other interesting incidents will be described later.