First-round leader Bruce Lietzke stumbled with a pair of late bogeys, but still managed a 2-under 69. He shares second place with Bruce Fleisher and Jim Thorpe at 8-under-par 134.
Pooley began his round in a share of second place at Glen Oaks Country Club. He got going with a birdie at the par-4 fourth and followed with another birdie at the sixth.
The 2002 U.S. Senior Open winner closed out his front nine with a birdie at the par-5 ninth.
Around the turn, he kept it going with a birdie at the 10th. When he drained a six-footer at 11, that gave him three straight birdies and moved him to 10 under.
Pooley dropped a shot at the par-4 13th, but closed with five straight pars to hold the overnight lead after Lietzke stumbled late. The 36-hole lead for Pooley is his first on the Champions Tour.
'I played real well starting out,' said Pooley. '(Sunday) should be exciting. There's too many good players who have won a lot of tournaments that are right behind me, so I don't know if I'm comfortable. I am excited about the opportunity I have.'
Lietzke struggled on his front nine with bogeys at the fifth and seventh. However, he came back to consecutive birdies from the eighth to make the turn at even par for his round.
On the back side, the only multiple winner on the Champions Tour this season got rolling at the 11th. He two-putted for birdie from 20 feet out and followed with another at the 12th.
He made it three in a row with a five-footer on 13. After a birdie at the 16th, Lietzke stood at 10 under and alone in first. However, trouble loomed as he closed with back-to-back bogeys to fall into a share of second place.
'It was a real up-and-down day,' Lietzke said. 'Overall, it was a decent round but not too big of a deal. I kept myself in there.'
Fleisher had it going early and often during his round. He began his day tied for 32nd but quickly climbed the leaderboard. He birdied the first, but followed with a bogey at the next.
The 54-year-old then sank back-to-back birdies from the third. He really got hot around the turn. He birdied eight and nine to make the turn at 4 under on the day.
He kept it going with birdies at Nos. 10 and 11 to make it four in a row. Fleisher also drained consecutive birdies from the 14th to get to minus-9 for the tournament. He posted his second bogey of the day at the 17th to drop into second.
'I made some putts today,' said Fleisher. 'I gave myself a chance tomorrow. I'm probably still going to need to shoot 5 or 6 under to win tomorrow.'
Thorpe notched four birdies and a bogey on his front nine to head to back at minus-7. He got to eight-under with a birdie at the 13th, but dropped back one shot with a bogey in No. 15. He came right back to birdie the par-4 16th to close out his round.
Former major league baseball player Rich Rhoden remained in contention with a 5-under 67. He stands at 7-under-par 135 and shares fifth place with Allen Doyle and Morris Hatalsky.
Bob Gilder, the 2002 champion, and Tom Kite are one stroke further back at minus-6.