An Updated "Ugly Duckling" Story

The ugly duckling is a story I can really relate to. When I was a young girl, I was skinny, had freckles, and wore glasses. I was made fun of by some of my class mates and bullied by others. My childhood was best described as miserable.

Things got worse by the time I reach high school. I had no close friends and had never had a boyfriend. I was never asked out on a date. My body had filled out, but I hid it by the clothes I wore.

There were clicks in school. The Beautiful People they called themselves. And obviously, I was never a part of that.

But things began to change when I was 18 and a senior in high school.

A new girl transferred to our school. A drop-dead gorgeous girl named Nancy Jo Barnes. Nancy Jo definitely caught the eyes of the guys. But the girls of the click saw her as competition and decided to freeze her out.

The beautiful girls warned the guys if they showed any attention to Nancy Jo, they would be cut off. They got the message.

Nancy Jo also got the message, and she also quickly caught on to my situation.

Nancy Jo asked me if she could talk to me and invited me to her house after school. I was stunned and wondered why she would want to talk to the school's ugly duckling. At first, I declined, but when Nancy Jo said, please, I relented.

In the privacy of Nancy Jo's bedroom, she asked me to give her the load down on these snobbish kids at school.

I started to tell her that beginning in elementary school they had made fun of me and bullied me, and I began to cry. With empathy, Nancy Jo took me in her arms and held me. She soothed me with her kind words. She said she understood.

I responded, "But you are so beautiful, how could you possibly understand?"

"I was not always as you see me now. I had crooked teeth and was cross eyed from a bout with whooping cough. But 3 years of braces and years of corrective glasses fixed those issues," she replied.

"But you don't wear glasses now," I said.

"Surely you have heard of contact lenses," she said.

"You are so beautiful and sexy" I gushed.

"And you can be too," she said. For the first time in my life, I had a real friend, albeit a girlfriend.

"Mary Beth, you have a terrific body, and with some new clothes, make up, and contact lenses we can transform you into hot sexy young lady," Nancy Jo said.

I literally swooned and Nancy Jo began stroking my body. Strange feelings began to course through my body. Feelings I never had before. Then Nancy Jo placed a soft kiss on my lips. I swear I could feel my pussy getting wet. I was falling in love with another girl.

Nancy Jo began slowly undressing me and saying, "I need to see that nubile body you have been hiding under these god-awful clothes."

Nancy Jo had to catch her breath when my tits came into view. They were firm and perky with elongated nipples. Licking her lips, she said, "Mary Beth they are lovely," before taking one between her lips and sensually sucking.

For the first time in my life, my pussy was on fire and dripping wet. When she removed my panties she said, "As part of your make over, I will trim your pubes very close in a nice little V shape, but first, I have to taste your sweet pussy."

My mind was in a whirl. I think I heard this gorgeous creature say she wanted to taste my pussy. I was totally in her power. She laid me back on her bed and spread my legs. I had never contemplated being made love to by another girl, and here I was, craving it.

Nancy Jo crawled between my legs and snaked out her tongue making contact with my pussy lips. I involuntarily jerked. The feeling was awesome. Then she licked up and down my slit making contact with my protruding clitoris again causing me to jerk. Her tongue entered my pussy and as she tongue-fucked me, I could feel an orgasm building from deep within me. I had masturbated to orgasm before, but the buildup was nothing to compare with what I was feeling now. The coup de grace came when she took my engorged clit between her lips and sucked it like a small cock. As my orgasm overtook me, I rewarded her by gushing my love juices over her tongue, lips and face.

I screamed as I came, and I think I fainted. When I began to regain my wits about me, Nancy Jo was lapping up my remaining juices.

I had experienced my very first mind blowing orgasm.

When I was able to speak, I said, "Nancy Jo that was the most incredible thing I have ever experienced. May I return the favor?"

"Please do, just try and duplicate what I did to you," she said.

Nancy Jo quickly undressed and I saw a goddess. Her body was exquisite. She had large firm pear shape tits, a tiny waist with flared hips, and a gorgeous ass. I was so impressed. She was the most gorgeous thing I had ever seen.

She stretched out on the bed and spread her legs. I was stunned to see your pussy was shaven clean. I could see her clit was protruding outside her pussy lips. Even though I had never tasted a pussy, I was salivating.

"Come on girl get to eating," she said.

I did not have to be told a second time. I went directly for her cunt, and began lapping up and down her slit, touching her clit as I did.

She moaned as my tongue worked its way inside her pussy. The wetness gave off a nice aroma and very sweet taste.

"Damn girl, are you sure you have never done this before?" Nancy Jo asked.

"I'm only trying to do to you what you did to me," I responded.

Nancy Jo began pushing her mound in my face causing my tongue to go deeper.

"Suck my clit," she said.

Doing as told, I took her clit between my lips and sucked hard. As I did, Nancy Jo began to yell and buck. I kept her clit between my lips, as she yelled, "I'm cummmming.

When her orgasm hit, she flooded my tongue, lips, and face with her orgasmic juices.

I fell back, as the thought ran through my mind, oh my god, I'm a Lesbian.

When Nancy Jo came down from her orgasmic high, she said, "Mary Beth you're a natural."

"So, you think I'm a Lesbian," I said.

"No way. I did not say that. I meant you are a natural at eating pussy. I think you're probably bisexual like me. I eat pussy, but I'm not Lez. We need to give you a make-over and get you fucked." Nancy Jo said.

That last part, get me fucked, stunned me.

The next day Nancy Jo and I went on a shopping spree for new clothes for me. She said I needed clothes that did not hide my nubile body, but accentuated it.

After getting new and exciting clothes, Nancy Jo did as he promised, she shaved and trimmed my pubic hair. When finished, she said, "That should drive the boys and girls crazy with lust.

But what came next drove me crazy. She inserted a finger in my pussy. Then two fingers, followed by three fingers. She proceeded to finger fuck me saying, "This should give you an idea of what having a hard cock deep in your pussy would feel like." I came do hard I quaked and shuddered. It was awesome. Simply incredible.

The following week my optometrist fitted me with contact lenses. With the aid of makeup, my freckles seemed to disappear.

I walked into school with Nancy Jo and immediately caught the attention of both boys and girls. At first, they did not recognize me, but I could hear low wolf whistles. Cold chills ran through me.

I heard a guy say, "Holy crap, Nancy Jo and Mary Beth are the two hottest girls in school."

The guys were salivating and the girls were green with envy. They could not believe the change in me.

Between periods a guy named David accosted me in a hallway and said he could not believe the changes in me. He blurted out how hot he thought I was and said I gave him a boner. I was a bit stunned and shocked by his admission, but yet excited.

His boldness surprised me, but my reaction surprised me even more. My pussy was getting g very moist. I had to get away. I excused myself and beat a hasty retreat.

Later I told Nancy Jo what had happened. She laughed and said, "Hell, I can hardly keep my hands off you, so I can only imagine the hard-ons you must be giving the boys."

"Mary Beth, you may not realize it, but you now have the power," she said.

I tried to understand, but this was all new to me. I was bowled over when she said, "Time to get you fucked."

If fucking was anything like the finger-fucking she gave me, I was all in.

Nancy Jo told me to be at her house the next day at 4 pm and to wear my sexiest new outfit.

With the greatest trepidation I arrived promptly at 4 pm. I was shock to find two boys there with Nancy Jo. One was David the guy who said I gave him a boner. The other was Bobby Waller, the boyfriend of Sally Rogers, the leader of the click known as the Beautiful People.

Before my make over, neither David or Bobby would ever give me a tumble.

Nancy Jo announced the occasion was to make me into a woman. And that special privilege was being reserved for David. But first he had to earn the privilege by eating me to orgasm.

Nancy Jo began undressing me in a slow sensual way. I was both scared and excited at the same time. She caressed my body as she slowly removed my clothes. When she caressed my tits, I swooned and slumped. She caught me and held me upright. It was if she was making love to me and I was becoming so aroused.

My eyes caught David and Bobby who both had their cocks out and were stroking. I was mesmerized by the sight of their hard cocks. It was my first time seeing big hard cocks. Hell it was the first time I had seen any cocks other than pictures.

Once my clothes were all removed and I was standing naked in full view of David and Bobby, Nancy Jo ordered David to get on his knees between my legs and eat my pussy.

David sprang into action. When his tongue made contact with my pussy, my knees buckled. Nancy Jo caught me and kept me upright. David snaked his tongue between my pussy lips and touched my very sensitive clit. I slumped even more and Nancy Jo lowered me to the floor. David was between my legs and lapping my pussy. I was on fire. When he took my clit between his lips, my eyes flew open and I saw Nancy Jo sucking Bobby's cock. Oh my god, oh my god, I thought.

David was eating me as good as Nancy Jo had and an explosive orgasm racked my body. Little did I realize David had ejaculated on the floor.

While coming down from my orgasmic high, I glanced over and saw Bobby filling Nancy Jo's mouth with his cum. I had never seen a boy's cum before, but got my first view as cum was coming out the corners of her mouth. Nancy Jo was greedily swallowing Bobby's cum.

After a short period, Nancy Jo announced it was time for David to deflower me. But David's cock had gone soft.

It was then, that a chasten, David admitted he had cum while eating my pussy. That elicited a laugh from Nancy Jo and Bobby.

"Well, we have two hot girls that need fucked. I suggest that Mary Beth and I suck you both back to hardness," Nancy Jo said.

I had not contemplated sucking a cock, but since I saw Nancy Jo sucking Bobby, I figured it must be okay.

"Just watch me, and do as I do," Nancy Jo said.

Nancy Jo engulfed Bobby's flaccid cock causing him to moan. I followed suit and did the same to David and got a similar response.

I was amazed how much I like having David's cock in my mouth. I could feel it growing and starting to throb.

I was a little disappointed when Nancy Jo said, "Time for Mary Beth to get fucked. But we don't want her to get pregnant so I will inject a spermicide in her pussy.

Nancy Jo filled a tube with Emko and inserted it in my pussy. She then injected the foam which was to protect me from pregnancy.

"Be gentle with her David, remember this is her first time. You are getting a virgin," Nancy Jo said.

David climbed aboard and placed his now hard cock at the entrance to my pussy. He very slowly began inserting. There was some pain but minimal. As his cock continued down my love tunnel, my hymen was torn and broken. I felt a flash of pain and momentarily saw stars. As the pain subsided, a warm wonderful feeling began taking over. David achieved balls to the wall and was fully inserted. I had never felt so full. He held for a short time before slowly starting to fuck me. He continued until he was slam fucking me. I was in a state of bliss. Nothing I had ever experienced to topped the feeling of getting fucked, it was exquisite.

For a brief moment, I saw Bobby fucking Nancy Jo. We were both moaning and screaming at the same time.

Then David said, "Mary Beth, I want to fuck you, doggie style." He pulled out, flipped me over and quickly entered me from behind. His cock went deeper and was now hitting my cervix.

David had lit a fire in me that was indescribable. I wanted the fucking to never stop, but an overwhelming orgasm shook me to my very core and I fainted.

When I came around, I saw a smiling Nancy Jo peering down at me. "Did you enjoy, Darling?" She asked.

The look on my face is all the answer she needed.

In later episodes, we switched partners. Bobby fucked me and David fucked Nancy Jo.

We became the most popular girls in school with the boys. There were a bunch of very jealous Beautiful People girls. But as Nancy Jo said, "FUCK THEM!"