Grace The Ugly Duckling

I was taking a day off from work just relaxing alone by my pool for the first time this year, enjoying the sun on my body and the absence of the trials and tribulations that life seems to always be throwing my way. The cold beer in my hand, sweat pouring from the bottle, was the only thing keeping me from simply dozing off as I basked in the serenity you only feel when no one else is around.

"Hey neighbor." I heard a familiar voice call from behind and the fence. Looking in the direction it came from I saw nothing but knew that voice well. It wasn't a sweet sound, more abrasive than anything. Even without visual confirmation I knew exactly who had produced it. It was my neighbor, well my neighbor's daughter to be more specific, Grace.

Grace was anything but graceful though, clumsy and awkward would have been a better suited name for the 18 year old girl currently standing at the gate that separates my front and back yards. She didn't have what most would consider a pretty face, it was thin like her, her lips much larger than needed for her petite size, the only thing good about her oversized lips was the fact that they covered her buck teeth as much as possible. Her hair was blonde, about shoulder length, and very mousy. She was always wearing a pair of cheap glasses that did little to help her in the looks department. Her thin frame had no curves except for the little mounds that were where breasts should have been.

"Hey Grace, how's it going?" I called back before polishing off the beer that was starting to warm up in my hand.

"Care if I do a few laps?"

Since her mother had rented the house next door to mine she had been using our pool to cool off during the blistering humid heat that encased the Midwest in it's hellish grasp every summer. They moved in about 4 years ago and the house didn't have central air, they had a couple of window units that did little more than make it bearable.

"Of course chipmunk." I called out hearing the latch as the gate was opened and slammed shut. I had called her chipmunk since our second meeting. She had been helping her mother move their belongings in while wearing a T-shirt that was red with a big yellow 'A' on it, an obvious throw to the chipmunks cartoon, when I first met her and I felt it was so comedically accurate that it stuck in my mind and when I saw her the next day I just ran with it.

"You don't mind do you, it's just so fucking hot outside" she harshly said making her way to the edge of the pool. When she finally entered my line of sight I was so surprised I dropped the empty bottle I had been holding onto, causing it to shatter all over the the cement below me.

"Don't move, I still got my shoes on, I'll grab the broom really quick." she said heading to the shed next to the pool that we used to keep all of the equipment required to maintain a pool. This was one reason I never minded her swimming here, she always left things better than when she had arrived.

"Guess this is why they say not to have glass around a pool." I chuckled watching her open the door and disappear inside the small building.

I couldn't believe it, she looked so much better than she ever had before, obviously putting on a little weight since last summer. She was still as skinny as a pole but had added a little padding to her body in all the right places. Her ass now had an attractive plumpness to it that gave it definition without causing it to stand out too much. Her little bug bite titties had blossomed and were now about the size of a softballs. The waist that used to be boney and rigid looked soft, just enough fat or muscle to hide her bones causing it to look so smooth and sexy. Her cheeks had a little more meat behind then making her lips seem smaller than before. The white bikini she was wearing seemed to give her an aura of innocence as it contrastingly displayed everything about her that told me she no longer was.

She quickly emerged with a small broom and dust pan combo and began to sweep up every shard of glass in sight. I couldn't help stare at her young body as she swayed while using the undersized broom, thinking about how much better a woman looks with a little meat on her bones.

"Can't believe I dropped that," I finally said breaking the silence "but at least it was empty!"

"Want me to grab you a new one?" Grace asked as she closed the shed door.

"Sure. Thanks!"

"Least I could do, I feel like a burden always asking to swim." She said disappearing into my garage to raid the fridge we kept out there for drinks. Emerging moments later with the ice cold beer she was working into a coozie.

"This should help you hold onto it better."

"And keep it colder." I said thanking her for the gesture. "Looks like my little chipmunk is finally growing up."

"Huh?"

"Oh, I just meant you seem to have finally gained some weight."

"Yeah, I put on like 10 pounds over the winter. I should start running again but it went from freezing cold to super hot in like a freakin day!" Her now attractive body seeming to make her abrasive voice less caustic to my ears.

"You look much better like this." I said while trying not to blatantly stare at her newly developed features

"Even with all of this blubber?" She grabbed a pinch of skin just below her belly button and tried to make her stomach jiggle which made me laugh at her attempt.

"I guess no one is ever satisfied with their own body." I responded opening the beer and taking a long drink to cool me off.

Our conversation halted there as Grace started to get into the pool, acclimating herself to the cool water by first dropping just her feet in the pool. As she worked her way slowly into the water I caught myself having some pretty dirty thoughts about her newly developed body, wondering about how it would feel against my rough and calloused hands. What it looks like without the beautiful bikini covering her most private areas.

"Aren't you hot sitting there in the sun?" Grace called out pulling me back to the present.

"That's what the beer is for!" I said holding the insulated bottle up in a mock toast action before taking another drink. I must have been lost in my thoughts for longer than I realized as I was letting the last drop roll from the neck of the bottle into my thirsty mouth. "Mind grabbing me a refill?"

"Yeppers!" She said as she turned at the far end of the pool and swam back in my direction with surprising smoothness, gliding through the water like it was her natural habitat. Reaching the edge, just below my feet, she lifted herself out of the water effortlessly and was soon standing over me with her hand stretched waiting for the empty bottle.

I found myself staring helplessly as I watched droplets of water roll down her body, tracing her newly developed breasts, sliding south over her firm body. The white suit, once conveying innocence, now screamed sexiness as it had nearly become transparent, allowing her large nipples to be seen with ease, I could even see her dark areolas that supported the stiff nipples in their center. Her naval appeared to be crying as it released drop after drop to roll down and into the small piece of fabric covering her teenage pussy. It left little to the imagination, showing clearly that she was completely hairless and that she had what I would call a fat pussy. Her pubic mound was prominent, her lips just as thick and plump as the ones on her face, creating the most delicious looking camel toe I had ever seen. The bottom fabric of her bikini was releasing it's own droplets down the inside of her long and lean legs, forcing the creamy skin to glisten in the sunlight and call attention to just how smooth and supple her skin truly was.

"You gonna give me that or what?"

'Fuck,' I thought 'how long was I staring at her?' Handing her the bottle as soon as I remembered how to work my extremities I enjoyed the wonderful action her ass made as she turned and started towards my garage. Her walk wasn't a strut, hell you couldn't even tell her feet were making contact with the ground, she just seemed to float away. She returned seconds after disappearing carrying two bottles of beer handing me one and sitting down on the lounge chair, just inches from my leg. Her proximity causing my previously sleeping cock to swell, glancing quickly down to see how visible it was I noticed that there was no hopes of hiding it. The fabric covering my inner thigh now had a protruding bulge that travelled down almost to the hem, which had slid up from where it was supposed to lay at my knees. Returning my attention quickly back to her face I noticed that she had looked down as well, probably just wondering what had caused me to look down.

"Holy shit!" She gasped. I tried to explain but I think I just ended up making a few unintelligible noises before she said "That explains a lot."

Still unable to form my thoughts into words I took a large swallow of beer before deciding that whatever I may come up with would just exacerbate the situation and instead just took another drink.

"I heard you, well your wife I mean, the other night. I wasn't trying to listen but my bedroom faces yours and my window was open to let the cool night air in. I thought you guys must have been fighting because it sounded like she was crying or something. I actually thought you were beating her because of the noises she made." She still hadn't taken her eyes off of it but had removed the cap and took a drink before continuing "I guess you were beating her up pretty bad, but in a different way than I thought" she laughed before taking another long drink. "Can I see it?"

"Your mom already hates me and my wife would kill me." I said trying to not let the situation escalate.

"My mom's gone for the day, I wouldn't risk having a beer if she was home."

"But the other neighbors can see us chipmunk, plus I don't go around just showing him off to every hot chick that comes along."

"Why the fuck not!" She nearly screamed "With a package like that most guys would whip it out every chance they had." Taking another drink, this time very slowly as if she was savoring the flavor that flooded her mouth, licking her lips gently after lowering the bottle away from her mouth. Just the sight of her tongue caused my dick to stiffen even more, to which she let out a soft moan making the outline of my cock lengthen even further. "I think he wants out." She said, her voice no longer abrasive, instead in a very sultry tone that only caused me to continue growing in my shorts.

Taking my reaction to her last statement to signal a change in my original refusal, Grace reached over and used both hands to push the leg of my shorts all the way up. My now freed member was pulsing in the sunlight, slowly bobbing with each beat of my heart. With most of my 8" on display I took another drink and watched her face as she looked it up and down. The pre-cum leaking from the tip made it almost sparkle with each slight twitch caused by my increasing heart rate. As the initial excitement left her face it developed a puzzling look as her lips started moving, almost unnoticeable, like she was having some kind of internal dialogue. Her pupils, once narrowed in the bright sun, started to dilate and she shifted her body so her left knee was on the ground, her right resting down to her knee on the chair with her foot just hanging freely in the air which slightly spread her thighs. Grace slowly cupped her mound and made several slow rubs around before just holding herself.

"it needs...it deserves a kiss." she said and quickly leaned forward planting a quick peck were the fluid was seeping from. The sudden movement caused her leg to slip off the lounger leaving her in a kneeling position with her fingers still clamped over her puffy pussy. Still reeling from having a teenage set of lips just touch my dick, I just blankly gazed at this extremely gorgeous woman in front of me on her knees, only an hour before I had thought of her as just annoying and nothing much to look at. She just stared at my swollen fuckstick for a couple minutes before finally pulling her hand from between her supple legs and reached out towards my lap. I braced myself expecting her soft hand to grab ahold of the object she couldn't peel her eyes from, but she didn't. Instead she gently pulled the leg of my shorts back down.

Relieved the potentially dangerous situation was over with I stood up to jump in the pool, hopefully allowing my now aching cock to relax. Grace had other ideas though and had my shorts around my ankles with a swift tug of her hands. She was looking eye to eye with my dick when she raised her hand, this time firmly grasping her hand barely around its circumference, about as firmly as a good handshake, near the root of my tool. Lowering her head with purpose she had me inside her warm and silky mouth before I could say anything. Running her tongue across the slit, tasting my fluid she made an approving humm, then ran it around the edge of my helmet a few times before taking more of my length into her mouth. Rubbing the tender tip against the roof of her mouth and back to her ulala, showing me she had no gag reflex as she just kept going. Only getting the head into her throat she slowly backed her lips up my shaft, flicking her tongue from side to side she attempted to taste every square inch of me causing me to moan at her exquisite technique, That seemed to encourage her because she picked up speed with her tongue and started bobbing her head up and down, taking my head to the entrance of her inviting throat each time.

I cupped her breasts, thinking at least it's a handful, and gave a couple gentle squeezes before untying the top allowing it to fall away from her body. My first time seeing teenage titties for quite a while, in person anyway, was an amazing one. Her nipples were pointed higher than I would have thought possible, her newly added mass being deposited mostly below them, somehow her boobs seemed to defy gravity looking almost like they were being held up by invisible strings tied to her nipples.

I replaced my hand on the newly exposed flesh, kneading them gently, letting my rough palms brush her nipples back and forth pressing them in one direction then another. They quickly hardened and she was soon moaning her approval around my cock, as I pinched one between my finger she snaked her free hand under her bikini bottoms. As her pace on fellating my pole slowed, the pleasure I felt seemed to grow, it was no longer a freaky BJ but she was now worshipping it. She was working it like an artist sculpts clay, each movement was fluid, precise, and with purpose. She seemed to have found a rhythm with her hand, her body was grinding back and forth, lunging her hips in time with the bobs of her head. It made me wonder if she had taken two guys at once before, questioning the extent of her kinky side I now had new hopes for possible future endeavors.

Wanting to take this farther I grabbed the hand that was tenderly hugging my penis and pulled it away, signalling I wanted her to stand with a tug. She dropped her head one last time, her lips now treading new ground as they moved past where her hand had been before. Soon more than my head was in her throat as her nose came close to to my short pubic hair, her eyes looking up and directly into mine. In one swift movement, not moving her lips a centimeter, she raised her ass off her heels, straightening her legs and putting her body in a 90° angle. Her hand pulled away and joined the other one on my hip for support, her eyes still glued to mine she slowly allowed the final few inches into her hot constricting throat, tilting her head back as far as it would go to accomplish this. Just when I thought I had seen everything that this little vixen had to offer in the oral department she darted her tongue out and started to lick at my sack. Lifting my nuts one at a time, cupping them in her clover leaf shaped tongue, somehow gently squeezing on them, then letting them go and following the path of my internal tubing she licked her way up and onto the part of my shaft not shoved down her neck.

When her tongue reached the back of her mouth she switched sides following the same path down and repeating her actions. It was almost like she was instructing my semen on the correct route to take, it worked apparently because I soon erupted straight down her throat, as soon as the first round was fired off she started a swallowing action that caused her muscles to constrict in a milking motion, working its grip from about midlength of my shaft down to the head. Each time I felt her muscles trying to pull my dick into her hungry stomach I would reward her efforts with another serving of my baby batter. After about six or seven sets of contractions she straightened her body, slowly bringing my cock to a one o'clock direction while slowly removing more and more of my veiny cock. She was able to coax one more load from me, savoring it as she rubbed it all over my now sensitive head, giving a loud 'it tastes good' humm, she swallowed it creating a soft suction on my cock as she lifted her head simultaneously, causing a loud 'plop' as it made it's exit.

"I can hold my breath for well over a minute." She announced proudly, wiping some drool from her chin.

"Wow!" Was the only thing I could say just seconds after the best blowjob I had ever had.

"I practiced holding my breath underwater every time I came over to swim. I've wanted to do that since we moved in."

"Wow!" I said again, not yet having regained enough blood to my brain to be able to say anything else. Grace giggled and gave me a hug, pressing her perky naked tits into my bare chest. I savored feeling her young body pressed into mine but remembering my plan I pulled away, grabbing her hand I led her through the back door and into the living room. Tossing her onto our five foot ottoman I straddled her almost nude body and began kissing her neck. Planting dozens of kisses I moved south, taking her breast into my mouth then sucking on just the nipple. When I grazed it with my teeth she let out a screech and screamed "oh fuck yeah!" Working her other breast in the same manner caused her hand to move towards her only piece of clothing, thinking she was moving to pleasure herself I reached out to stop her but her hand stopped next to her hip. She grabbed the knotted string and pulled, unlocking my prize for me. I undid the other side and pulled the material up the front of her body causing it to stretch even more, her swollen pussy lips made even more visible as the fabric was pulled tightly along the length of her crotch. When the last of the suit slipped from under her her rock hard ass cheeks, it sling shotted up, bringing her mouthwatering aroma to my nose. Her lips had been pulled tight by the friction and sprang back down making a soft clapping sound.

I took just a moment to take in sight of this once ugly duckling who had been transformed into a truly majestic creature. That moment was quick because I had been longing to taste her sweet nectar from the moment I laid eyes on her newfound womanhood. Kneeling between her parted legs I softly kissed her right hip, making my way inwards never letting my lips leave her smooth skin. Dragging them lightly along, stopping to plant a kiss every few inches, I reached her satiny smooth mound. It's plump appearance easily changed by my slight pressure, the supple flesh molding itself around my lips. I traced the cleft to where her lips formed with my tongue, dying with anticipation to coat it in her juices. Instead of getting my first taste I followed the outside of her lip down to the bottom of her flower. Grace wriggled at my teasing touch, grasping my head and running her fingers through my short hair. She wasn't pulling me towards her like most women do, she was simply showing her desire by gently massaging my scalp. I went back up along the inside of her outer lip, not being able to wait any longer, and got my first taste of her sweet juices. My taste buds rejoiced as her earthy flavor washed over them, moaning my satisfaction, sending the vibrations straight into her sensitive flesh. Reaching the point where her clitoris was concealed beneath its protective hood I applied as much pressure as I could, forcing her hood to compress the swollen nub under it.