I should have probably just left well enough alone when I heard my sister Elaine crying in her room that night, but I couldn't go without trying to help. I knew how she felt, but I was able to bear up under the teasing and insults better than she could. We both took more than our share from the kids at school, but the gibes and such directed at her were much more vicious than those directed at me. She couldn't hit back, whereas I most certainly did, and had. After the last guy who called me an ugly geek had gotten his cast the rest weren't too keen on keeping up the gibes. One week's suspension was well worth it.

Elaine, on the other hand, was not able to fight them. I had tried to fight for her, but I couldn't be with her all the time.

I should probably take this time to describe us so that you can get an idea of why we were going through such hell. We were both ugly, I mean butt ugly. Our eyes were close set and separated by a sharp beak of a nose. Our mouths were pinched tight above a chin, which receded so fast it left an undertow. Our hair was dark brown and while Elaine wore it long and straight, down past her shoulders, I kept it cut short in what used to be called a crew cut. Our faces were narrow and our ears stuck out from the sides of our heads. You could even see the tips of her ears past Elaine's hair. Facially we looked alike, and just like our mother and father. From there down we differed. I was rail thin with jutting elbows and knees and stood almost six four. Elaine was only 5 feet 1 and while she wasn't exactly fat, she was very chubby. Her acne had left scars and mine would too when it finally ended. She was 17 and a senior, while I was 15 and a sophomore.

I tapped on her door and went in, to discover that she was sitting at her makeup table with her dress down at her waist and her tits bare.

She looked up into the mirror and saw me looking at her and immediately put her hands up to cover her boobs.

I turned my head away. "I'm sorry sis, I heard you crying and wanted to help. I didn't know you would be bare."

"Is there something wrong with my tits Billy?"

"Not that I could tell sis. Why do you ask?"

"Because nobody wants to see them, Sue Johnson's are smaller than mine and all the guys keep trying to get a peek, but nobody tries to see mine."

"That's not quite true sis, I try to get a peek whenever I can."

"But that doesn't count, you're my brother."

"Why shouldn't it count? I'm a boy and I like the looks of your tits." As I was saying this I could see that her hands were relaxing and I could just start to see the beginnings of her right nipple.

"Do you really Billy? Or are you just trying to make me feel better?"

"If you want proof, just look at my pants." I said, as I knew that I had a major stiffy.

"You've got an erection from me? But I'm your sister, you shouldn't be thinking that way about me."

"I'm a horny adolescent male, a cute pair of tits exposed in my direction is going to get me hard. My dick does not have a conscience and could care less about incest."

"Could I see it Billy?"

"See what?"

"Your thingy, you know your penis."

"Why do you want to see that?"

"Because I've never seen one before, and the way my life is going, I'm never going to. Unless, of course, you show me yours."

I couldn't resist, "you show me yours, and I'll show you mine."

"But I've already shown you mine."

"Move your hands away."

She dropped her hands and turned around to face me.

I had had short glimpses or her tits before, but this was the first time that I had had the chance to really look, and I liked what I saw. Her tits were very large and conical with big nipples like thimbles and the areolas were conical as well, kind of puffy. My cock got even stiffer trying to get out of my pants. Her tits were as good or better than those of any model in the magazines my friends and I jacked off to.

"OK Billy, now it's your turn."

I hesitated while I drank in the sight of her; then I reached to my belt. As I undid my pants I tried to think of it as no different than the guys and I taking off our pants to jerk off. We saw each other all the time and it just added to the excitement. This was certainly just as exciting with the potential for much more if I played my cards right.

When my jeans were unbuttoned and unzipped I let go and they dropped to the floor leaving me in my briefs. My sister licked her lips looking at the bulge while I slowly grabbed the waistband and lowered them to the floor and stepped out of them and my jeans at the same time. We never wore shoes in the house so this left me dressed only in a Black Sabbath t-shirt and white tube socks with my dick sticking straight out pointing at my sister.

Her mouth was open and her eyes wide as she looked at me. My dick as not as large as some of my friends, we compared of course, but I thought it was ok. About six inches long and pretty wide, my hand could go around it but I had large hands.

I lifted my t-shirt off and stood there getting a little nervous.

"Do you like it sis?"

"Oh Billy, it's big. Can I touch it?"

"Go ahead. Can I touch your tits?" She just nodded as her hand reached out to close the distance between us.

I stepped closer and reached down to get my hands onto those luscious tits. Her touch was so light and it felt amazing. When my friends and I had touched each other it had never felt that good. She was caressing me with pure concentration on her face. At first I don't think she even realized that I had my hands on her tits. They were very firm and almost the instant my palms touched her nipples they turned into rock hard bullets. Here I was standing with both hands full of titty and my sister fondling my rock hard cock. This couldn't last long. As Elaine reached one hand down to caress my balls I had to warn her.

"I'm going to cum if your keep that up sis."

"What do you mean Billy?"

"I'm going to spurt you with jism in just a few minutes. My cock is going to squirt a bunch of sperm and if you don't catch it in something it will go all over you."

"Oh that sounds exciting. Go ahead and squirt it Billy, I want to see."

"Grab me a little more firmly and move your hand back and forth and you will definitely get a show."

She did as I asked and it only took three strokes and my balls tightened up and I was cumming. My first shot got her right on the chin. I moved my hands to her shoulders for support and the next shot got her between the tits. Her hand was getting shaky so the last couple of spurts went all over her tits till at the last I was just dribbling over her hand.

Elaine let go and brought her hand up to her eyes for a better look. She took her other hand and rubbed it into the jism checking out the feel of it.

"It's slick and kind of gooey. I like the feel of it."

"That was pretty intense sis. I have never cum that hard before."

As I said this she was looking down at her chest and was using both hands to rub cum all over her breasts. Her tongue reached out and licked below her lower lip where some had landed.

"That tastes kind of good. Not a lot of flavor, but not bad at all. I could get to like this."

"That felt great sis. Let me do you now."

"What do you mean let you do me? What do you want to do Billy?"

"Go lay down on your bed and I'll make you feel good too."

"We shouldn't Billy. You are my brother after all."

"Oh come on sis. If I can't make you feel good who will. Any guy you get to have sex with you will just be out to get his rocks off, he won't care about you like I do and he won't take the time to make you feel good. Let me show you how it is supposed to feel before you get disappointed."

"Why do you care about me Billy? I haven't been the best sister lately."

"You have been a little preoccupied of late sis, but I understand. We've always gotten along pretty good and I know you are having trouble in school."

"I wish I was a smart as you. I'm failing almost everything and I don't know if I'll even graduate. I may have to stay another year and I don't think I can stand that. Another year of taunts and catcalls about being ugly, and then they would be able to add stupid to it. I don't think I could handle that."

"Maybe my friends and I could help you study to get through the tests. If you pass them they have to let you graduate. But that is the future, for right now go over to your bed and let me make you feel loved. You need a good cum."

"Ok Billy."

She stood up and the dress, which had been gathered at her waist, fell to the floor around her bare feet leaving her dressed only in a pair of white briefs and my cum. The briefs were stretched tight around her wide hips and her belly hung over the waistband just a bit. I could see pubic hair sticking out at her crotch, as the panties were pulled tight into her cunt. They were probably a couple of sizes too small. Our folks were not doing well and our clothes had to last as long as possible. It had most likely been a while since mom got her any new underwear. As she stepped out of her dress and moved over to the bed I started getting hard again. She hadn't wiped the sperm off of her neck and chest and the sight of her firm tits with cum on them was getting me aroused again.

"Go lie down sis. I'll make you feel real good."

She did as I asked and soon was laying full length on her bed looking at me. She was absent-mindedly spreading cum around on her chest.

"Go ahead and work it in sis. They say that it is good for your skin."

"Really Billy? Maybe you should put it on my face next time."

Now that was a picture to get me hard again.

I knelt on the floor beside her bed and put my right hand onto her left tit and my left down at her stomach. I started massaging her skin with both hands. I was just gently touching her moving my hands in circles. She moaned softly as my left hand kept getting closer and closer to the top of her panties on each pass. My right hand was now brushing the tips of her nipples each time around. I wasn't paying any more attention to them than to the rest of her breasts, but every time I went by Elaine gasped.

My left hand kept getting further and further toward its goal. Finally I was there and placed my hand directly onto Elaine's pussy outside of her panties. I pressed down and could feel the length of her slit. I bent my middle finger and searched around the top of her slit looking for that place that all of the men's magazines said would give her the most pleasure.

I knew that I had found the clit when she gave an extra loud gasp and arched her hips up at me.

I kept on rubbing that spot gently then reached down and licked her nipple. Elaine's hand reached out and grabbed the back of my head.

"What are you doing to me Billy? This feels so good, please don't stop."

"I'm just showing you how much I care about you Elaine. No matter what those assholes at school say to you, you can always come home and be loved by me. I will never hurt you sis."

I put my head back down to her tit and that was all the talk for a bit as she was working her way to a major orgasm. Her breath was coming in short spurts and her groin was moving back and forth like she was fucking my hand. It didn't take much of this before she was grunting and her eyes were squeezed closed. Her breath was whistling through her nose and suddenly Elaine clamped her legs together and trapped my hand. She inhaled for the longest time then just collapsed on the bed.

"That was fantastic Billy. Thank you so much for showing me that."

"It's only the beginning sis. There is a lot more we can do to make each other feel good."

"But we shouldn't do any more, it's wrong."

"Say's who? What we do that does not harm someone else is our business and no one else's. Let's face facts here sis. Neither one of us is ever likely to get a mate. We have to be each other's mates, that is the only way we can be happy. If we try to do it the usual way we'll spend our life lonely and miserable. No one could love us like we love each other."

"You are probably right Billy, but I need some time to think about it, and about tonight."

"That's OK sis, take your time, I'm not going anywhere." With that I gave her tits a last caress then picked up my clothes and went to my room.

Sleep came surprisingly easy after such a tumultuous evening.

I was dreaming that Elaine was rubbing my cock again when some sound woke me up. It wasn't a dream. Elaine was kneeling beside my bed and had my cock out of my boxers and was exploring with her head real close.

"Elaine; what are you doing here?"

"I thought about what you said and I realized that you were right. I could never find anyone who would love me like you do. No one else would ever think of my pleasure first like you do. I want you to be my boyfriend and teach me how to feel good. Right now I want you to teach me how to give you a blowjob. I keep hearing the girls at school talking about them, and I want to know what it is like."

"Are you sure Elaine? I don't want to hurt you or take advantage of you."

"I'm sure Billy. Please let me do this for you."

With that she leaned down and sucked my cock into her mouth.

"Just keep your teeth out of the way and lick and suck and it will feel good sis."

Elaine didn't answer but just kept on with what she was doing. I could feel her tongue licking inside her mouth and she was starting to bob her head up and down.

My friends and I had touched each other's cocks when we beat off but no one had gotten brave enough to try a blowjob. What Elaine was doing felt great, but it wasn't getting me to the point of no return very quickly.

"Just keep the end in your mouth and use your hand to jack off the rest dear."

She did what I said and pretty soon I could feel my balls tightening up.

"That is great sis. I'm gonna cum real quick now so you might want to take your mouth off. Yeah, baby, yeah, yeah, yeah, right now!!"

Elaine kept her mouth on my cock as I blasted her with three hard ropes of cum. This was even more intense than earlier and I could feel each blast as it shot out of my dick. Elaine sounded like she might be choking, but she gamely kept her mouth on my cock trying to swallow all of my spend. The sight of her trying to do that and having some of my cum escaping at the corners of her mouth was the most erotic thing I had ever seen. When I finally stopped cumming she lifted her head and licked her lips, catching most of what had escaped.

"Damn Billy, I didn't think you were ever going to stop. I really like the taste of you and how much you shoot. I'm going to do that a lot."

"I hope so. That was really great sis. I could sure get used to having that done on a regular basis. When can I return the favor?"

"What do you mean return the favor?"

"You know, use my mouth on you. Eat your pussy. I really want to do that. I know that you will taste great."

"Oh God, you really want to do that? The girls at school say their boyfriends won't do that to them."

"Well we won't go by what those idiots will or won't do. I can't think of much that would be better than putting my face between your legs."

"You can do that tomorrow night Billy. I just wanted to let you know that I agree with you tonight. We need to get some sleep for now. I am going to hold you to it though, I can barely wait."

"OK sis. Good night, I love you."

"I love you too Billy. Good night."

It didn't take much for me to go back to sleep and the next thing I knew was my alarm going off.

Elaine kept using every excuse she could to touch me while we were getting ready for school. It was as if she couldn't believe that last night had actually happened. She had a mile on her face that was as big as Brooklyn and her eyes had a kind of a sparkle in them. I could not remember that last time I had seen her this happy.

Mom made some kind of remark about it and sis just told her that she was glad that school was almost over. From the look mom gave her I could see that she didn't believe it for a minute.

I tried to distract her by asking if Elaine and I could get a car this summer. Elaine would need one to get a job and I could use some help getting around as well.

She said the she and dad would help if they could, but we would have to get most of the money ourselves. I already knew this but at least it got her mind off of Elaine's behavior.

We didn't have any time to talk on the way to school as my friends all joined up with us as we left the building.

My family lived on the third floor of an old four-story building near the center of town. Our apartment was one of 24. Five of my seven friends live in this building as well. The other two live in the twin of ours next door.

These two apartment buildings were all that was left from an urban renewal that fizzled twenty years ago. The rest of the neighbor hood was being taken over by Spanish-speaking immigrants running the many storefronts and living in the rear of their businesses. I had learned some Spanish, but was not interested in getting along too well with them. They weren't trying to fit into our area, they were trying to take it over and create their own little Mexico. We mostly ignored them.

There were eight of us in our group. Most of us had lived near each other for many years. In our building there was Robert and Richard, twins living on the fourth floor, Edgar on the third with us, Thai on the second floor, and Daniel on the first. Next door was Charley and Tommy. We were all in the 10th grade except for Thai and Tommy. They were in the 11th year. They were almost the same age as us, but they had been born earlier in the year and had started school sooner. Edgar was black and Tommy was Puerto Rican and Thai's folks were from Vietnam. That didn't seem to make any difference, I know it didn't to me, and we got along very well together.

You would think that Tommy's folks would get along with the Spanish-speaking people moving in to our neighborhood, but that wasn't the case. Tommy's folks had emigrated legally and were proud to be here and were American citizens. They resented that the Mexicans were doing everything on the sly but were being treated like they were legal. It really pissed them off.

I had established early on with my friends that I loved my sister and that they would all have to treat her with respect or get pummeled. By this time it was an ingrained habit and Elaine got along well with them all. We didn't go out of our way to be with her, but treated her better than anyone else at school did.

This was Wednesday and tonight would be our club meeting. The downstairs of our building had a large equipment room that was being used for storage. Much of what was stored in there was furniture so we took it over and used it as a clubhouse. The door could be latched and Edgar had figured out how to get in years ago and so this sanctum was where we met to talk about girls and sex and to look at the magazines we stole from our dads and Thai from his older brother. We also jacked off almost every time we met. I was looking forward to telling them about what Elaine and I had done, but I wasn't sure how to do it without hurting Elaine.

School today was pretty normal. Elaine and I had to put up with a few catcalls when we got there, same-old, same-old. I was working toward a new program for our district. For the next year I would be going to school half days, and working at a garage the other half. I would be earning money and credit at the same time. The way I had it worked out, I should be able to graduate next year after going to summer school this year. I was already ahead in my classes and only needed a few more credits toward graduation. I could get them in summer school. I was not going to stay here any longer than I had to. When I graduated I already had a job lined up at a garage across town. I would get an apartment near there and be on my own by the time I was seventeen.

After school we went right home. Neither one of us was in any after school activities; why spend any more time with people we hated than necessary? I could throw a mean baseball, but I could not see where the school had given me any reason to help their hapless team. If I had wanted to go to college I might have played for a scholarship, but as it was my future was already planned without the requirement for college. The way I saw it too many people went to college without really knowing why. They did it because it was expected of them. Then they would leave with degrees, which in no way reflected their abilities. After this they would get promoted to positions to which they were not suited based on the erroneous aforementioned degree.

Our principal and several of the teachers and counselors were cases in point. Mr. Adamson could not direct traffic but he was charged with directing our academic efforts. He knew too many people and was well past the Peter Principle. I think that he knew that he was out of his depth, but was too hooked on power to get out.

As we walked home I told my friends about Elaine's problem with her classes. They all agreed to help her out studying for the end of grade tests. Her grades were just good enough to let her graduate if she passed all of her tests. We were going to start tonight at the clubhouse.

When Elaine and I got into the apartment we went to our rooms to put away our stuff and get changed into comfortable clothes. We only had three school outfits each and wore them only to school.

I knocked on her door and she told me to come in. When I opened the door I saw that she was sitting on the bed wearing only a pair of white panties. Her beautiful tits were out for me to see.

"Damn Elaine. What a nice way to say hello."

"Do you still like them Billy?"

"I love them sis, almost as much as I do you."

"Well at least one guy wants to see them. Do you want to play a little before mom gets home?"

"I sure do, but we need to talk a bit first."

"Talk about what?"

"About tonight and the guys. Do you know what we usually do on Wednesday nights?" "Sure, you all look at dirty books and jack off."

"How do you know that?"

"I followed you one night and listened from outside the door. You really should be more careful about how loud you get."

Now I was embarrassed. I shouldn't be considering what we had done together, but masturbation was still one of the great taboos and I felt shame for engaging in it. I know that almost everyone does it at some point, but there is still a lot of shame associated with the act.

"Ok, you know. Well you are wrong about one thing. I am not the only one who would like to see your tits. My friends have all said at one time or another how well you were filling out your sweaters. I think they would like to see what you have developed and would be very appreciative."

"You want me to show my tits to your friends? Why would I do that and have them call me a slut or worse?"

"No one will call you anything. Have any of them ever called you names or treated you with anything but courtesy?"

"No; but this is different. And if they told anyone else I would have to quit school."

"They won't tell anyone and they will treat you right. I guarantee it on the strength of my right fist. Besides, they all like you and want to help. This would just be a way of paying them back. Wouldn't you like the idea of having eight boys looking at you with lust in their minds and their hands on their cocks? I bet you could get them to pull out and jack off for you if you wanted. Wouldn't that be fun?"

"Oh damn. I'm getting wet thinking about it. You said that you would eat my pussy. Get over here and take a taste while I think about your horny friends."

In seconds I was on my knees next to her bed slowly pulling down her panties. I stared at the cleft that was revealed and started caressing her legs slowly from the ankles to the thighs. I could already smell her excitement and the scent was getting me hard as well. I leaned forward slowly and kissed her upper thigh while brushing against her lower lips with my cheek. I could feel the moisture and repeated the gesture on the other side. I kept kissing side-to-side getting a little closer with each repetition. Finally I kissed right beside each lip and then lay the flat of my tongue against her pussy and licked her from taint to mons. I lifted her legs up onto my shoulders and then proceeded to execute a fantasy I had had for a long time. I buried my face in her cunt and licked as hard and as fast as I could. I was exploring her folds and virginal hole trying to memorize ever facet of her sex.

Elaine put her hands on the back of my head and tried to direct me to where it felt good. I went along with her this first time do I could discover what felt the best to her so that next time I could do better. I was certainly going to do this again, just as often as she would let me.

Her moans indicated that she was getting close so I tried to concentrate more on her clit. I sucked the little nubbin with my lips and fluttered my tongue on it. That was the key. Elaine screamed out and clamped her legs together. I was unable to do anything but continue to flutter my tongue on her clit as her orgasm rocked her. She finally sagged her back onto the bed and loosened her legs from around my head. Pushing me away she said enough.

"Please stop Billy. That is too sensitive now. How many other girls have you done that to?"

"You are the first, and probably the only sis. Did I do well?"

"You were great Billy. That's why I wondered how much practice you had. That was just fantastic."

"I'm glad you liked it sis, I want to do that a lot more. You taste good and I love watching you come."

"You can do that as much as you want. I'll never say no."

"And what about tonight?"

"Do you really want me to expose myself to a bunch of adolescent boys?"

"They are my friends and I think that it would be good for you to know that you can get some one other that me horny. As soon as you lower your blouse and show your tits eight young dicks will turn into iron. They will be putty in your hands at that point and you will be able to get them to do anything for you. It will do your ego a world of good to have that much power over them. I love you but I want you to know that you don't have to settle for me. You could find someone of your own if you wish."

"No Billy. I don't want anyone else. You are my perfect match. Just as soon as we can get away from here we'll setup as husband and wife. No one will ever know different. As for tonight, if it goes as you say, then I will do it. I just hope that no one says anything. I couldn't stand the shame of anyone at school knowing."

"It will be alright sis. They will love your tits and will be afraid to miss out if they talk."

"Do you mean that there will be other times?"

"Of course. Every Wednesday at the meeting we will grill you on your tests and you will show us your tits. Tit for Tat as they say, although you won't have to show off if you don't want to. If tonight does not make you feel good about it, then you won't have to do it any more. You don't have to do it tonight. I just think that it would be great if you did. There is only one thing though. Please don't say anything about the size of a guy's dick. Treat all of them the same whether they are large or small. There is no better way to make a guy feel bad than to say he has a little dick."

"Ok Billy, I'll do it tonight, but the future is on hold till I'm sure I want to."

That night I went down to the clubhouse and told Elaine to give me about fifteen minutes to get the guys ready before she came down. As I walked in I saw that everyone was there except Thai. I went over to one of the couches and sat down and as I did Thai walked in.

"Hey guys, can I have your attention please?"

"OK Billy. Wasn't Elaine supposed to come down tonight?"

"She will be down shortly Ed. But I need to prepare you for her a bit. Elaine has been having a rough time lately. She is afraid that she will never have a boyfriend and doesn't think anyone likes her. Unlike me she doesn't have any friends and is very lonesome. She is starved for attention and I think that we should be the ones to give it to her. Does anyone have a problem with that?"

Thai spoke up. "What do you mean give her attention? I like Elaine, hell we all do, but I'm not sure I could go on a date with her or anything like that. She is nice enough; but god damn Billy, she looks like you."

"I know she isn't pretty, but you should see her tits. In fact you will if you are all nice to her. She showed them to me last night and wanted to know if there was anything wrong with them. I told her no, they looked great. The problem is that she doesn't believe me. She thinks that I am just being nice and don't want to hurt her feelings. I told her that you guys would like them as much as I did and she would know by the amount of wood you got from looking at her topless. Did I lie?"