Clara was turning 40. Her friends had made a big thing of it, taking her out and celebrating with the usual amount of fake funereal trappings. It had been a hoot but now she was home and was left with it it, just left with it. She was turning 40 and was mopey about it.

She wandered around fairly early that Saturday, and moped. She had a cup of coffee and just looked her house over. She called it always 'the old girl', and at times, when sadness was on her, she talked to the house.

"What do you think, Old Girl?" she said. "40! Not the end of the world you say, at 125 yourself? Maybe not but it feels like the train is making its way out of the station."

The house was an old brick victorian, a style that Clara loved and it was her main treat in life, living there. But even the 'old girl' seemed to be down at the heels these days. That made her even more morose.

Clara had a good business head. She was head of the finance and accounting department for the firm; she'd worked her way up to that position and enjoyed it but she didn't have a head for decoration.

At that point she laughed at herself and said ruefully:

"Not decorating the house, and not decorating yourself!"

Clara was, for anyone who had the eye or took the time to notice, quite a physical dish. She had large, 38c, breasts with big nipples; her hips flared very nicely, thank you, and pouted into a nicely shaped ass. But Clara draped herself; she didn't really dress, she draped herself and unconsciously hid all of that away. Clara was, to be sure, there for the taking but no one seemed to know that, least of all Clara herself.

So, Clara moped. She ended up in the breakfast room with the morning paper. She read through it idly, letting her mind drift actually over the tasks that needed to be done by her department within the next few weeks. She wasn't paying attention.

She got to the back section, and an advert caught her eye. It was, it screamed, for "Makeover Inc.". It declared itself a newly established business that would help with makeovers. It declared also that Charity Simms was the proprietor, and gave a number.

For some reason Clara was struck by it and noted the number.

"Maybe I should give the 'old girl' a makeover!" she said, and that caused a caustic laugh and the comment in her head:

"Maybe you should give yourself a makeover!"

It made Clara laugh, and comment further:

"Yeah, for my 40th, a personal makeover."

But a counter voice in her mind spoke up then and said:

"Get a grip, girl, they do makeovers for houses, not old maids!"

The very harshness of what she'd just said to herself plunged Clara into her funk again. But she was determined by now. It's what she'd do for herself for her 40th birthday: a makeover for the house.

"That might just push me into making myself over a bit!" she thought then but realized what a scary thought that was, and pushed it away.

She grabbed the phone, determined now.

A chirpy, cheerful voice answered the phone immediately:

"Makeovers Inc, this is Charity."

"Uh, hi, my name is Clara Wilson and I was wondering about an appointment to have you look over my, er, house."

(Clara realized that she'd almost said herself; she immediately banished such thinking to the back of her mind, where she hoped it would stay and leave her alone.)

"Love to!" the chirpy voice said next. "Tell me where and a bit about it."

Clara went on to give the address and describe her home to this 'Charity'.

"Oh," the light, yet sweet voice said next, "That does sound lovely. I can come as soon as you wish."

"Well, I'm not dressed," Clara said, "Since it's Saturday but come ahead. Let me just throw on some sweats and I'll be ready for you."

"Good enough," Charity said, "Expect to see me in about 20 minutes."

Clara flew up the stairs to the bedroom and tossed her old indian blanket robe onto the bed. She took off her flannel pjs and grabbed a pair of used but serviceable sweats and a tee shirt. Then she remembered and took off the tee shirt, swearing now, and put a bra on.

"Otherwise," she said to herself, "You're a walking porno promotion, girl!"

There was a giggle response to that somewhere in her system but Clara couldn't quite manage it this morning.

She was barely finished, when she heard the door bell ring. She flew downstairs now and went to the door, almost out of breath.

She opened the door and found a young, thinnish woman, probably mid 20's, standing there. She had black stretch pants on, that looked like they were painted on her, as shocking red tee shirt topped it off, and black ankle boots. Her hair was spiky and a dark reddish black color.

Clara put her hand to her chest, a little out of breath, and said:

"Hi, I'm Clara; forgive the way I'm dressed but it's Saturday."

"Charity," the young woman said, taking Clara's offered hand. "Please think nothing of it."

"Come in," Clara said, stepping aside as Charity walked in, and in the process Clara couldn't help but notice the movement of Charity's ass cheeks framed by the black stretch pants.

"Stop being a goon!" Clara said to herself severely.

"Coffee? Tea?" Clara asked.

"That would be nice," Charity said, "Then we can talk about your plans for this wonderful house! What a great, great place to live!"

They went into the breakfast area, and all the while Charity was all eyes for the house. She sighed a number of times, when she saw the features of the house.

"This house is super grand!" Charity said enthusiastically.

"I'm afraid that it's like me," Clara said with her rueful laugh, "It's a bit faded and down at the heels!"

Charity giggled and said: "Nonsense, just a bit of sprucing up is all that's needed."

Clara went completely and noticeably red at that and it caused Charity to giggle again and say:

"I meant the house of course!"

Clara laughed and said: "Too bad, I need it worse than the house!" Then she broke off from that and forced herself to the main subject again:

"I just turned 40 and want to give myself a kind of gift and I think that sprucing up the 'old girl'--that's what I call the house--is just the idea, just the gift that I want."

"Good for you," Charity said, smiling at Clara, "Sprucing up the old girl!"

Clara blushed again and that caused Charity to giggle again, and say:

"Yes, I'm talking about the house too!' That got a laugh from both women, which settled them down, and Clara pushed the issue of her own personal makeover away from her mind. She discovered very quickly that, despite her kind of prickly exterior, her decoration, so to speak, Charity was genuinely warm and easy to talk to. They found their succeeding conversation to be wide ranging and interesting.

They seemed to simply enjoy themselves, as they had coffee and Clara got out some cinnamon rolls that she'd made.

"A birthday treat for me!" she explained.

"Good for you; you deserve a birthday treat!"

"Thank you," Clara said simply and her features wandered into a blush again.

"I like it when you do that!" Charity said.

The comment took Clara off guard and she said: "Do what?"

Charity laughed her infectious laugh and said: "Blush!"

"Oh," Clara responded, "I do easily, I'm afraid."

"Well it's becoming!" Charity said, and they left the subject there between themselves.

Clara asked Charity how much time she had to spare, and Charity explained that she was only going over the books etc, which was a terrible project for her today and had the day.

Clara laughed: "Maybe we should exchange here; I'm an accountant for Dawes Inc, I run their finance department."

Charity brightened and said: "Maybe we should; let's keep that in mind. You can become my angel."

Clara blushed! Charity giggled.

Charity turned the conversation in a different direction then:

"Would you show me the house?"

"Yes, but I warn you, I've done no clean up!" Clara said and the inner voice added an unnecessary:

"Not even on yourself!"

But again Clara pushed that voice away into the back of her head.

They went off to show the house, and Clara found herself, as they went toward the stairs disappointed that Charity wasn't going to walk ahead of her so that she could get another glimpse of her ass.

That thought too was simply pushed back and away. Clara told herself strictly to 'behave'.

They went through the house, including Clara's bedroom, where the dreadful robe was still on the bed and her flannel pjs were there also.

When they got finished with the whole walk through, they sat again at the breakfast table and Clara said a nervous: "Well?"

It was then that Charity took over:

"You need a make over, girl!" she said firmly.

Clara nodded but then was shocked wide eyed, when Charity continued:

"Now I mean you, you personally, you physically; someone needs to help you stop being, making yourself so drab."

"Ohhh!" Clara said and was suddenly close to tears.

But Charity went on:

"Don't you worry, girl, Charity's here and in charge and we're gonna do this together, girl friends like."

"Ohhh!" Clara said again only this time it was a brighter 'ohh'. She was surprised that Charity ended up knowing what was on her mind so clearly.

"Thank you," Clara said softly.

"No thanks needed, wait 'til you see my books!" Charity said and they shared a laugh.

Then Charity plunged ahead: "I'm gonna take you and this lovely, lovely house, the old girl, and make them shine."

Clara blushed!

"You'd best blush," Charity said "Because the makeover starts with you, and the house from the foundation outward."

"Ohhh," Clara said.

"You say that a lot," Charity quipped.

"I do, when I'm surprised," was Clara's answer.

"Surprised now?" Charity asked.

"Totally!" Clara replied. "You somehow know what was the basic thing that I had in mind all along. It's me. I need the makeover, and I don't know what to do. I'm 40 and I'm already old."

Clara cried then, and Charity moved to her immediately and pulled her head to her shoulder in comfort. Clara put her arms around Charity and said:

"Thank you."

Charity's response was to give Clara a kiss on the cheek.

Clara brightened: "How and when do we start?"

"Today," Charity said. "I need to go and get a few things and I'll be back and we'll be ready. I want to talk to you also about ideas for the house, and I'll warn you that we're going to begin with your bedroom. It has to be changed from a dark blah room to a place where a girl goes to find herself."

"Ohh," Clara said, and Charity laughed.

They went to the door, with Charity just a little ahead of Clara, giving her the chance to scope out Charity's ass again.

Charity stopped, turned around and asked, hands on her hips: "Are you looking at my ass?"

Clara blushed and shook her head a quick 'yes'; she didn't even think of denying it.

Charity laughed and said: "Good! You just keep on, girl!"

Clara said: "Ohhh!" and Charity was gone.

Clara flew into action then. She knew that Charity was coming right back and she wanted to shower and clean up first.

Charity was indeed back soon with a bag of what looked like cosmetic products.

When Clara opened the door, Charity beamed at her and leaned in to kiss Clara's cheek.

"I like you!" Charity said.

"Thank you," was Clara's response.

"Got my stuff," Charity began, "First task is the makeover of our Clara! Ready!"

"No!" Clara said blushing.

"Good!" Charity responded, "I love a nervous woman."

"Ohh!" Clara said getting the corresponding giggle from Charity.

"You go first," Charity said, "No eye candy for you until we've done our makeover."

Clara went up the stairs ahead of the younger woman and was self conscious about it.

"Not bad," Charity said, "Lovely even, but too hidden!"

Clara looked at her and Charity beamed at her:

"Your ass, I mean!"

Clara put her hand over her mouth then and giggled.

"Come on, girl," Charity directed, "Bedroom will be our basis of operation first."

Clara was responding like a school girl flirting or entering a crush and didn't understand it at all. The look of concern and question were on her face because Charity said:

"Okay, tell me."

"You can read me that easily?" Clara said in wonder.

"Yep!" Charity said, "Spill."

"It's embarrassing," Clara said.

"All the better," was Charity's response.

Clara took a deep breath, she realized that there was no way that she was going to not do what Charity told her to do. She didn't weigh that decision or instinct, whichever it happened to be; she just recognized that it was there and acted on it.

"I'm afraid that with the giggles and the 'ohhs' I'm acting like a school girl here!" Clara said.

"Little crush going on?" Charity said with a grin.

Clara just nodded her head and Charity smiled, stroked Clara's cheek and said:

"Good, business woman's got something going!"

Clara only smiled.

"Okay then, rules," Charity began. "While we do this, I'm in charge; you do what I say. Got that?" She was blunt about it.

"Got it!" Clara affirmed, not wanting to even think about where it was leading.

"Okay, then first things first," Charity said. "I need to see you, girl."

"See me?" Clara said in a tiny voice, realizing, however, what Charity actually meant.

"Take your clothes off, please," Charity said.

"Off?!" Clara mentioned, simply struck by the idea, totally struck by it.

"Or clothes your eyes and I'll take them off you myself," Charity said then.

"Ohhh," Clara moaned.

"I love that sound," Charity said, getting up from the chair she was sitting in.

But that was enough to get Clara moving; she grabbed the tee shirt she'd put on and hauled it over her head, depositing in on a bedroom chair. That left her, above the waist, in a shapeless cotton bra.

"Bra's a no-no," Charity said, "Take it off, discard it. It's ugly."

"Ugly," Clara echoed and removed the bra.

"Here," Charity said, handing Clara a pair of large shears from the bag she'd brought with her. "Cut it up; out with it!"

Clara shook her head 'yes' and actually cut the bra into pieces, putting it into a bag that Charity had brought with her.

"Very, very, very nice breasts, Clara! Shouldn't hide them in ugly clothes," Charity commented to a blushing Clara, and taking time to run her palm across Clara's breasts and nipples, getting yet another "Ohh!" from Clara in the process.

Clara smiled at the compliment and said a quiet 'thank you'; she was frankly feeling overwhelmed here but not feeling any need to do anything about it.

"Pants!" Charity said next, and Clara nodded; she'd gone far enough down this road to not disagree with anything that Charity wanted. She just reminded herself that Charity was doing a job here.

She took off the pants she was wearing again, an older pair of sweat pants, and handed them to Charity.

"Out with them!" Charity said.

"Out!" Clara said, and Charity echoed: "Exactly; ugly!"

"But look at this!" Charity said next pointing to Clara's white cotton panties, that had a tear at the waist band.

"Where's your drawer for panties?" Charity wanted to know and Clara went to the bureau drawer and opened it. It was filled only with the same kind of panties.

"Okay," Charity said severely, "Cut them all up; every one of them!"

"All?" Clara asked, wide eyed.

"All," Charity said clearly.

Clara began to cut up her panties. One after another everyone in the drawer got cut up and disposed of until the drawer was empty. Clara stood there not knowing what to do next but realizing that she'd be told what to do.

"Those!" Charity said, pointing to the panties that Clara was wearing.

Clara was nervous but by now had no will to assert to stop the process.

"Yes," she said, realizing that she'd almost said 'yes, ma'am, '.

Charity laughed because she realized the nearness of that declaration also.

"Off and cut them up," she said.

"But I won't..." but Charity cut her off:

"Clara, we go shopping for new underwear today, and you don't get to wear panties because yours are so ugly."

Clara's response surprised herself totally, she giggled!

"That's the spirit!" Charity said, "And we'll see if you have a decent bra next or else no bra either!'

"Eeeep!" Clara said in surprise.

"I guess 'eeeep'," Charity said. "Show me the bras."

Clara did and they found one that was lacy and Charity said that Clara could wear it to shop. Then Charity wanted to look over the other clothes. Many of them were severe but serviceable for work but there were no acceptable clothes that would make Clara look good.

"You've got nothing here that's even remotely nice!" Charity said, and Clara began to cry.

"I know," Clara said, crying, and then quickly she was in Charity's arms and Charity said:

"Hey, hey, girlfriend, that's why I'm here! We're going to take care of this."

"We are?" Clara asked.

"Totally..." Charity said but was interrupted by Clara kissing her.

Clara didn't know why she did it; she loved the feel of it; she discovered that she loved the idea that she was naked and Charity wasn't but she was chagrined by having made the step.

"I'm ... I'm so sorry," she said in a shaky voice.

"No, no, no," Charity said, brushing her lips to Clara's, "No 'sorries'; nice kiss. Nice!"

"Thank you, ma'am," Clara said, finishing the sentence without thinking.

Charity just beamed at her then.

"Good girl!" she said and then kissed Clara, and this time Clara's mouth was open, her lips soft and the invasion of Charity's tongue was a flat out turn on for her.

And then Clara was crying again, and again she wasn't sure why.

"I know," Charity began, "I know Clara; I know. Here you are now 40 and feeling left out and overlooked and kind of down at the heels like the old girl here."

"Yes," Clara said in a tiny voice.

"And I think that this thing that's going on now between the two of us is kind of weird, kind of frightening, kind of sexy, kind of exciting, all of those things! That's what I think."

Clara shook her head 'yes' to that but didn't have words.

"And you're not just sure what little Charity is going to do, correct?" she asked next.

Clara shook her head 'yes' again, and Charity got really close to her and said, lips to lips:

"Whatever I want! That's what I'm going to do!"

"Ohhh," Clara moaned and followed that with a 'yes'.

Charity hugged Clara to herself and said:

"But not now, honey, not now!"

"No?" Clara wondered out loud.

"No, first we're going to do a makeover for our Clara and then it's shopping with Clara and Charity; the girl friends are going out to buy new undies for our Clara."

Clara smiled broadly at that.

Charity sat Clara down in front of the bedroom mirror and began to rummage in her bag for items. She took them out one after another. She spent the next 20 minutes working, first with her eyes, eyebrows and lashes, some face cream and then she spent the next 15 minutes with Clara's hair.

When Charity was done, she smiled and Clara, looking into the mirror at what Charity had done gave out a loud "Ohhhhhhh! How lovely!"

"Exactly," Charity said, "How lovely is our girl. It's this way, girlfriend. You have two personalities to show here. Your every day business 'Hi, I'm Clara' personality is just lovely plain but here we have kind of the alternative. It's the 'I'm ready for the world' Clara. You know that you're beautiful both ways but this is how we want you for going out.

"Yes," Clara said, "Going out; I don't know how to thank you."

Charity laughed and said: "I'll show you a way later on, and in the meantime you say thanks by being my girlfriend, when we go out."

"Oh, I'd love to do that," Clara returned.

"Okay, let's get the gorgeous Ms Tits 'N Ass 2010 something to wear," Charity said next.

Clara giggled and Charity motioned for her to go to the center of the room and simply twirl around slowly. Clara did as she was told, holding her arms in the air.

"Wow!" Charity said, "If only everyone else knew what I know; there'd be a stampede!"

Clara grinned and put her hand in front of her mouth to suppress the giggle.

"Let's get you dressed, girlfriend, and we're off," was Charity's next statement.

Charity went rummaging among Clara's clothes and came up with a pair of white linen slacks that Clara said were probably too small. They were snug, just what Charity wanted. They fit around Clara's rounded ass like another skin.

"This will drive them all nuts!" Charity said.

The slacks were topped off by a red silk 'v neck'. It was big enough to let a generous amount of cleavage show.

"Heel?" Charity asked. "Only these sensible shoes?"

"One pair of 'come and get me' heels that I bought once for a costume party and never wear.

They were produced and Charity declared that they were exactly right with their four inch heels. Clara practiced walking with them on and got the hang of it pretty quickly.

They went to the mall to do their shopping. They were a smiling, giggling pair, obviously friends out to do their shopping. The shopping was a hoot for Clara, who was really taken by the colors, fabrics and styles that they picked out for her new underwear collection, and a whole host of new blouses, skirts and accessories. They gathered a good deal of male attention, which made Clara even more giggly.

They stopped for a cup of coffee at one point. Clara put a hand on Charity's hand and said:

"I can't thank you enough for all the help you're giving me."

Charity smiled at Clara and said: "Honey, at the end of the day, when I have you naked and to myself, you'll get a chance to say 'thank you' with your lips and tongue, your mouth and all those lovely tits 'n ass parts that you have."

Clara blushed, and admitted:

"This is so sudden for me, so unlike me! I haven't even thought of doing anything like this for such a long time. It makes me tingle."

"That is you ready for me, honey," Charity said, "And I want you to know that I'm not just fooling with you. I'm not a 'do 'em and leave 'em' kind of girl at all. You I want, in lots of ways doing lots of things, and I want to hear about what happened long ago that made you think of doing things."

That made Clara smile, and said wistfully:

"I feel so strange, so attractive; it's so much fun, and, yes, I will tell you."

"Good," Charity said, "It is; it's fun. Here's what we'll do, a little experiment. I want to show you; so you to walk around the mall and we'll see who talks to you. If someone wants to pick you up, they'll ask you directions or some trivial information to see if there's any interest."

"Really?" Clara asked.

"Really!" Charity said. "So, you go and walk the mall and I'll be a way behind you and then we'll compare notes."

Sure enough an elegant looking older woman stopped Clara, as she was walking and asked some directions. It was all that Clara could do to keep from giggling. This is what Charity had told her would happen.

They talked just for a few minutes but in the process, the woman put her hand on Clara's arm to make a contact. It gave Clara a shiver. She'd never been in tune with these kinds of things, and only breathed easily, when Charity finally caught up with them.

"Hey, love!" Charity said, and then: "Sorry to keep you waiting."

"No problem, I was just giving Jane here directions to Macie's. Jane this is Charity."

Jane nodded politely and thanked Clara, moving away a bit once Charity was there. Then Charity spoke up:

"We need to go, the gang will be waiting for us."

"Oh, yes," Clara said, following Charity's lead. "Nice to meet you," she said to Jane and they moved away.

They did notice, however, that Jane was following them discretely, as they went toward a mall exit.

"We'll make a statement to her now," Charity said softly to Clara.

"How?" Clara wondered and then let out a little surprised sound, as Charity swept her hand down and placed it directly on Clara's ass, and began to squeeze her ass cheeks. It was then that Charity looked back and smiled at Jane, who'd stopped. Charity winked at the older woman, who nodded in return, as the pair of women left the building.

Charity took Clara for a drink; it was a quiet place called 'the Velvet Embrace'. It turned out to be a lounge for women. Clara looked around in wonder. She also noted that the older woman had come in and was having a drink there also. Clara pointed that out to Charity, and Charity said:

"Wave to her, honey; it's nice to keep people's interest up."

Clara caught the woman's eye and waved. That brought a huge smile to the woman's face, as she waved in return.

"Okay," Charity said then, "the bathroom is right over there. You go to the little girls' room and say a friendly 'hi' to our mysterious woman on the way."

Clara gulped but got up and was ready to do what Charity told her to do. There was for her a sense of contentment in doing precisely that: what she was told to do. It sent her mind back to scenes that occurred during her college days. But she pushed that thought out of her mind for later, as she approached the older woman's table.

"Hi," Clara said softly, "It's Jane isn't it?"

"Yes, it is," Jane said, "But I have a question for you."

Clara stopped her progress and waited for the question but was hardly prepared for it, when it finally came:

"Are you wearing a thong or are you just not wearing panties?"

Then it was Charity's voice that chimed in:

"She's not wearing panties; I wouldn't let her!"

"How delicious!" Jane said.

"Her panties were all so ugly that I made her throw them all away and now she has no pretty panties to wear, except what we finally bought for her today."

"My, my," Jane said, "More and more exciting."

Charity stepped up and said: "I'm Charity and you already know our Clara."

"In a way, yes," Jane said.

"Well, this is Clara's coming out party, so to speak," Charity said. "She's 40 now and feels overlooked, although if you look at her closely, I don't know why."

"Isn't that the truth!" Jane said. "All that tits and ass!"

Clara blushed a bright red, causing Charity to remark:

"And she blushes. But, Jane, right now Clara's on the way to the loo, so why don't you move over to this side of the table, and we'll both watch her walk back to the bathroom."

Clara blushed again and said: "Ohh!"

"She says that frequently," Charity said pleasantly. "Isn't she a treasure?"

"She certainly seems to be!" Jane remarked.

Then Charity looked over at Clara, who was still looking at the two women and she said:

"Bathroom!"

Clara 'eeeeeped' and turned to go to the back of the room to the ladies'. Charity and Jane watched her closely, as she moved away, and although she was not trying to use a sexy walk, the wiggle of her ass cheeks agains the tight white fabric was entrancing.

Clara returned in just a little bit, and found Charity and Jane deep in conversation.

"Welcome back, love," Charity said.

Jane looked at Charity who was grinning now from ear to ear. The booth that they were in was a round one. Charity instructed Clara to move over so that she ended up between both Charity and Jane.

"That way we each get to have a hand on you," Charity said, kissing Clara on the cheek.

"Ohhh, nice!" Clara said. Then she thought for a moment and said:

"I really have to ask forgiveness here; I'm so out of my depth that I can't even decide what's next. I've never, since college, had so much attention paid to me. I just don't know..."

Charity covered Clara's hand with her own and said:

"We know that, love, and we'll be good guides for you."

"Will you, oh, will you?" Clara said, tears glistening in the corners of her eyes.

"She's the genuine article," Charity said to Jane who nodded her assent.

"Okay, sweets," Charity said then, "The college story: tell!"

Clara blushed, and both Jane and Charity laughed, causing Clara to join in the laugh.

"I'm enjoying this so much!" Clara said, "I'm so glad that I called for the makeover expert!"

"Makeover is taking place!" Charity said.

"Yes, ma'am, it is," Clara said and Charity beamed at Jane, who nodded to show that she too noticed what Clara had said.

"Oh, college," Clara said. "Well, when I was a freshman, I was put into a room with a senior. She wasn't pleased to have me in the room with her. Her name was Tina. She was a very popular athlete. At first I was somewhat in awe of her but she tended to dismiss me, and gradually it made me angry, got under my skin. So, one day we had it out, and the argument ended with Tina dismissing me with the words: 'Kiss my ass!'