Chapter 1

To start with, she never was ugly.

Wait. Introductions first. I’m Charles Dexter. Sometimes called “Char,” like charcoal but without the coal. There’s my sister, Charlotte Dexter. Her nickname is “Shar.” Yeah, together, we’re Shar and Char. Then there’s Gracie Gorblin. Of course, her nickname is “Gracie Goblin.” Finally, there’s Clyde Stamford. No nickname, just “Clyde.” Of course, there’s mom, dad and teachers, etc., but they don’t play a big role in this story.

Charlotte, my sister, had a few extra pounds but was still really cute. She has an adorable face, long, black hair and pretty brown eyes. Her body was starting to develop curves. Her breasts were just starting to show. Smaller than average for a girl her age, I thought. Just when she entered puberty, she withdrew into herself. I admit I didn’t notice all that much. I mostly devoted my energy to physical activities. I ran cross-country track and was on the swim team. In addition, I worked out strenuously. Overweight is a family trait and I didn’t want to get caught up in it. I was successful. My body was in pretty good shape, especially for a young boy my age.

One Thursday afternoon, there were no practices and I didn’t feel up to working out. I came home directly after school. I grabbed a shower and wrapped a towel around my waist. As I passed her room, I heard her crying. “What’s the problem, Shar?” I asked.

“Oh Charles, why does everyone hate me?” she wailed.

“Sweetheart, everyone does not hate you. For one thing, I love you. But why would you think that?”

“I asked Clyde to the Sadie Hawkins dance and he said he couldn’t go with me. That I’m too fat and ugly.”

Making a mental note to cause damage to Clyde, I let it pass for the moment. “You are NOT ugly! You have a few extra pounds but you aren’t fat!”

Now she was crying. “I am too,” she whispered. “Look!” She tore off her blouse and dropped her skirt.

As the skirt fell, my cock rose. I was still young, but I had been getting an overload of hormones lately. I just stared. True, she didn’t have ‘proper breasts’, a late bloomer, she had just erotic swellings on her chest with nipples that stuck out at least a half-inch. Her panties were thin and hung on wide hips, and I could see her pussy slit through them. I couldn’t see if she had hair.

The towel slipped from my fingers and joined her skirt on the floor. Too bad. I could have hung it on the hard on I was sporting.

Charlotte gaped at me. Mouth open, eyebrows raised. I stared. Slowly, she raised her hands to cover her breasts. “No” I said. “Please don’t cover up. You are abso-fucking-lootly-beautiful. Let me look for a little longer.”

She walked over to me and wrapped one hand around my cock. “Did I do that?” she said in a tiny voice. She moved her hand up and down slightly, not really jacking me off but nevertheless creating friction. I totally lost it and sprayed cum all over her hand, her belly and her small breast bumps. My knees started to give way. I had to move over to her bed and sit on the edge. I had been masturbating for about a year, but never had I had an orgasm like this one.

“Shar, I’m gonna go to my room and put on some clothes. You do the same. I’ll be right back.”

I threw on shorts and a t-shirt. When I returned, she was wearing thin panties and just pulling one of her own t-shirt. “OK, sweetie. I read somewhere that succeeding is the best revenge. Do you want revenge?”

“You’re not going to hurt Clyde, are you? Please don’t. Even after what he said, I still like him. Usually, he’s kind and smart and funny.”

“No promises, Shar. It makes me mad if someone is mean to you. I’m going to at least talk with him about his manners.”

“OK Charlie, but please, no hitting.”

“Like I said, succeeding is the best revenge.” She looked puzzled. “I don’t understand.”

“Look. You’re already beautiful...”

“No I’m not. I’m ugly.”

“Shaddup! Just listen. Like I said, you’re already beautiful. What you aren’t is ‘spectacular.’ We’re gonna fix that.”

“I don’t understand. What? How? What do you mean?”

“OK, who’s the most spectacular girl in your class?”

She didn’t hesitate. “Gracie Goblin.”

Grace Gorblin (note the ‘R’) had the unfortunate nickname ‘Gracie Goblin.’ A goblin she wasn’t. She was truly beautiful, with great tits, medium long blonde hair just brushing her shoulders, a thin waist and wide hips on long, slender, muscular legs. She flirted outrageously, but didn’t have a ‘reputation.’ She had a great sense of humor and didn’t take herself too seriously. She even called herself ‘Gracie Goblin.’ And, with all that, she was smart. In the three classes we shared, she was almost always at the head of the class, trading places with me. She was in my class but all the girls of her class and Charlotte’s class hung out together. She didn’t date but went out with numerous friends in a group from time to time. And yes, I was a little in love with her. Maybe more than a little. To me, smart is sexy.

“Sweet sister, I don’t want to turn you into another Gracie, but into your own version of you that is just as spectacular.”

“I don’t think it’s possible...” She paused. “OK, what do I have to do?”

“First, do you have a bra?”

“Yeah. Mom bought me a training bra a couple of months ago. But I don’t like it and don’t wear it unless she insists.”

“Why?” because it rubs against my nipples and makes me feel funny.” I decided not to pursue the ‘feel funny’ digression for now and said, “What I want you to do is put a little, thin padding of cotton in the cups. Just enough for now to reduce the friction.”

“What do you mean, ‘for now?’?” As time goes on, we’re going to increase the thickness of the padding. Before long, you’ll need a real bra and we’ll pad it as well.” To my surprise, she didn’t object at all. She just nodded her head.

“And here comes the hard part. You’re going to start exercising with me. You’re not fat, but it won’t hurt for you to shed a pound or two. Besides, some muscles are sexy on women. Finally, Ronald MacDonald is your enemy. No more fast food or junk food. Fruits, veggies, lean meats and so on.

She sat quietly for at least five minutes. Then took in a deep breath, walked over to her dresser, rummaged in it for a few seconds and came out with a brassiere. She skinned off her t-shirt and tried to put it on. After fumbling with it for a few seconds, she asked me to help. I was hard again, but at least there was only a bump in my shorts, not a lance sticking out in the open air. I helped her settle it in place. I could see why she was having trouble with it. It was too small. We adjusted the straps and settled it in place. It actually looked sexy. She wiggled a little and said, “See, it’s chafing. I’m getting an itch down below.”

“Hold on a second.” I went out to mom’s ragbag and got an old torn t-shirt. Using scissors. I cut out a pad and handed it to her. “Put this under the cup.” After struggling with it, she handed it to me and said, “Here, you do it for me.” She seemed totally unaware of her partial nudity or what effect it might have on me. I pulled the cup away from her chest and slid the pad underneath it. “Umm, that feels nice.” She said. I cut another pad from the t-shirt and slid it into the proper place. Her nipple was hard and I took a couple of seconds to rub it with my fingers. Then I realized what I was doing and slit my hand out. She looked disappointed but didn’t say anything.

“OK, sexy” I said. “Put on your shorts and some tennies and let’s go for a run.” She did and we did. I have to give her credit. She lasted almost a complete mile. We stopped and rested for a minute or so and returned. I took us three “legs” this time, but she hung in there and didn’t complain. When we got back, though, she said her legs hurt. I had her lay down on her belly and I got some oil and massaged her legs. At first, the massage hurt her, but after a minute or so, the muscles relaxed and she started to purr. I rubbed for about fifteen minutes and was careful not to go too high, despite the temptation. At the end, she fell asleep.

Dinner was uneventful. Mom serves good meals with lots of vegetables. We watched a little TV and Charlotte took off early and went to bed.

The next morning, she complained that her legs were sore. Mom wanted to know why. I explained that she had accompanied me on my run yesterday and we hadn’t taken the time to cool off properly. For me, one mile was almost trivial, but for Charlotte, it was a stretch and we should have followed good exercise practices.

My bad.

We left early for school and walked instead of taking the bus. By the time we got there, her legs felt much better. I skipped practice that afternoon and we went directly home. I introduced her to the exercise machine. I told her to stay away from the free weights unless I was there to spot her. To emphasize this I softly put a barbell on her tummy. “Imagine if that were to fall on you,” I warned. While she struggled with the barbell, her upper chest pushed out and her tits were suddenly much in evidence. I lifted the weight off of her and asked, “So how is the bra working out?”

“Much better, she said. In fact I put another layer there and it feels even better.”

“Great, I said. Don’t build them up too fast. We want those titties to seem to grow gradually, not pop up overnight.” I showed her how to stretch, we did a good, if not too strenuous, workout and afterward, we walked around the block to cool off.

She asked for another leg massage, so I obliged her. Hell, I liked touching her. Again, she fell asleep.

That was the start of it. I was surprised at how tenaciously she took to the exercise routine. I was, at best, a mediocre swimmer, so when I quit the swim team, they were sorry to see me go, but shed no tears. This left me more time to exercise with my sister. I really enjoyed the time we spent together. As the year progressed, she extended her runs until she was almost able to match my distance. Eventually, she got to the place where she not only kept up with me, but also could outrun me over short distances. Because I was taller and had a longer stride I was always able to keep ahead of her, but it wasn’t easy.

Her workouts with the exercise machines also progressed. We wanted her to have a firm, muscular body but not to bulk up, so we added weights carefully. During the summer, for no particular reason, I decided to take up karate. After my first lesson, I suggested that she join me. She did. I was always stronger, but she was much faster and took to the sport with great enthusiasm. Towards the end of summer, she could kick my ass almost every time.

Her body had continued to develop and her hips were wider, her waist was narrower and her boobs were starting to show, for real. She stopped stuffing her bra with padding and graduated to the “real thing” at the end of the school year. By then, she sported solid and well-filled “C” cups.

We continued with the massages. She learned how to massage me. As time and the exercises progressed, we moved from leg to back to whole body (nude) massage. Usually, I’d do her and then she’d do me. One time, though, I had overdone and was cramping up badly. She stripped me and had me lay on the mat. She proceeded to give me a deep massage. The kind that isn’t all that soothing but really unclenches the muscles. I rested for a couple of minutes and then she nudged me with her bare foot and said, “My turn.” She pulled off her clothes and lay face down on the mat.

I got the oil from the warmer and rubbed it in, starting at her neck and working down from there. I rubbed her shoulders, back and buttocks. I moved slowly and gently. I was still spacey from my massage, so I just “zoned out” and let my hands go where they wanted to go.

After a while, I noticed that her right arm was under her body, with her hand right under her pussy. As I rubbed her back and legs, I saw that she was moving her body along with me. When I went down, she moved up. When I went up, she pressed her pussy into her hand. I shifted my rubbing to the side of her hips and emphasized the motion of her body, back and forth. Gradually she raised her butt a little. I concentrated on the insides of her thighs and my hands moved upwards and eventually were rubbing her pussy lips. She was wet. I moved my fingers across her pussy lips and moved my index finger into her. There was no hymen but I wasn’t surprised. With all the exercise she’d been getting, it was probably lost months ago.

As I finger-fucked her, she moaned and raised her hips up even higher. I moved forward and the tip of my cock touched the lips of her cunt. I pushed forward just a little. She moaned and pressed back. I leaned forward end put my mouth right at her ear. “I’m gonna fuck you now, Charlotte.”

“God, yes, Char. Do it now.” I pushed into her slowly. Her cunt was narrow and muscular. I had tough going. Since this was my first time, I didn’t know what to expect. Like most inexperienced teens, I thought I was “underendowed.” As it turned out, I was slightly larger than average (but I didn’t find that out until sometime later). She was wet and slippery. I was crazy-horney and determined to get inside her. I kept pushing, pulling and pushing. Eventually I found myself fully inside, fully enclosed by my sister’s warmth. I cannot describe the feeling. I will only say that it was mind-blowingly wonderful.

She wiggled her hips and said, “Fuck me Char. Fuck me. I’ve waited so long. It’s time. Fuck me.” I took the hint and pulled back and then pushed in again. And again. And again. Charlotte squealed and matched me stroke for stroke. We lost our minds and fucked and fucked. After a little while (A minute? An hour?), Charlotte stopped, raised her ass way up, shook it, and said in a low voice, “Ohgod ohgod ohgod. So good.” I wasn’t quite finished but it didn’t take me long to cum. I buried my cock as deep in her as I could and pumped and pumped and pumped until I had nothing left. I collapsed on her back and we both fell forward on the mat and just breathed.

“Oh my god, Charlie. That was wonderful.”

“Are you sorry?”

“Only sorry it took so long. I love you so much. You take good care of me. I haven’t felt ugly for a long time. Now though, I feel beautiful. Thank you so much!”

“Thank you, my darling sister. I love you too. And not just as a sister.”

“Yeah, I could tell.”

For the next several months, we made love whenever we could. We were both terrified that someone, like parents, would catch us. Also, we were under no illusions about ‘forever.’ We knew that there would be other loves and lovers. There were. We had started as scared virgins and became sexually engaged adults (well, semi-adults, anyway). I found out later that we both developed a subtle swagger, as if to broadcast to the world, “Eat you hearts out suckers. We fuck and we do it damn good, too.” Some of our friends probably guessed, but we never broadcasted it. With one exception.

Part 2

When school restarted, her self-confidence had built to the point where she no longer slunk around trying to be invisible. Instead, she moved through the crowded halls as if she owned them. During the second week back, I heard that she had been in a fight. We only had two morning classes together so it wasn’t until the end of the school day that I had a chance to ask her what had happened.

It seemed that Clyde had cornered her and asked her for a date. She turned him down. “Why?” he asked. She said, “Because I’m too ugly and fat.” And turned to leave.

She went on, “He grabbed my arm to stop me and said, ‘Hey, don’t turn your back on me.’”

“That does it,” I fumed. “I’m gonna hurt him.”

“Don’t bother,” she said. “I already did. I bounced him off a locker, threw him to the floor, and twisted his arm. No, I didn’t break it, but it’ll hurt for a while. I don’t think he’ll bother me anymore.” Later, I looked up Clyde. His right arm was in a sling. “Don’t mess with people, Clyde, I said. Don’t lay hands on girls without their permission. And never, ever EVER mess with my sister. OK? ... pause ... OK?” I asked in a low tone. “OK, OK he said. Look Charles, I’m really sorry. I like Charlotte a lot. I was way out of line last year and mostly I wanted to take her out and apologize for my stupid stuff. And I screwed up again.” I’ve done a lot of stupid things over the years, so I understood what he was saying. I nodded.

“Is it OK if I ask her out again?”

“OK Clyde. Apology accepted. Trouble is, except for ‘crowd dates,’ she’s not allowed to date. Ask her for that if you want but remember, no hands.”

Within a week, Charlotte was asked to sit at the table with Gracie Goblin and some of her friends. “She’s nice,” she said. Not stuck up at all. And I think she likes you. She asked why you quit the swim team. She liked the way you look in your swim suit.”