(This story is based on a real event but the names have been changed to protect the not so innocent)
Colleen and Sheila had been friends for a number of years now and enjoyed going out shopping together; especially for new clothing. Each woman was a married mother who was into their middle aged years; Colleen was 40 and Sheila 38. Each enjoyed trying out new clothing at shops they went to and generally dressing up, but Colleen tended to be the more staid of the two and, at her age, rarely ventured into something more exotic or provocative in her appearance.
One afternoon, after a long day of shopping and enjoying their day together, the two women returned back to Sheila's house to try out some of their new clothes, as they were wont to do, and continue their gossipy chit chat. After getting cool refreshments, the ladies sat down together at the couch and began their conversation, whereupon Sheila suggested they examine their purchases more closely; something Colleen easily complied with.
Pulling out the various skirts, tops and other articles of clothing, the women sifted through each other's acquisitions and held them up to their bodies to model them to one another.
"Hey, why don't we actually change into some of these clothes to see what they look like on us?" Sheila suggested innocently.
"That's a great idea, Sheila, I'd love to see how we look and always wanted to be a model!," Colleen chortled at the thought.
Both women were quite tall; Colleen was 5'9" while Sheila was 5'7", but although both were showing some of the tell tale signs that they were approaching mid-life and had children, the latter was generally the thinner and fitter looking of the two; as Colleen was rather curvier and more buxom, without being chubby; more voluptuous than anything. To be expected, Colleen's breasts were larger, at 40D to Sheila's 36C, with wider, well rounded hips compared to the still shapely features of Sheila's frame. Sheila's complexion was paler, with crystal blue eyes and wavy, shoulder length dirty blond hair, while Colleen had long, thick, auburn hair, green eyes and a slightly darker toned complexion with a smattering of freckles across the bridge of her nose.
The women were dressed quite plainly for their day out: Sheila in a tee, plus tee shirt bra and jeans and Colleen in a buttoned up knitted top, full cup bra and Capri pants.
Sheila bounced up with her purchases and pulled out a pretty pleated skirt and fine sheer white blouse. Colleen quickly joined her, also bouncing up in such a way that Sheila noticed her sizeable breasts leap up then drop into a fine jiggle with her. Although she had once 'fooled around' a little with another woman when she was much younger, Sheila had never really thought of her friend this way. Now she was feeling a strange sensation in the core of her lower abdomen and down through her pelvis and hips. It was a little bit of an unusual feeling, so she was about to write it off as nothing when she happened to glance down and notice that her nipples were pushing through the thin fabric of her tee-shirt, in spite of her tee-shirt styled bra. It was also apparent that Colleen could see the same thing, so Sheila just evinced an awkward, nervous grin and tried to get the two back on topic.
"So, you first, I'd love to see that cute little tube dress you bought or maybe that flowery sun dress you got for summer," Sheila smiled more confidently at her friend, which seemed to do the trick as far as avoiding the obvious.
"Ok, sure, I'll try each in turn . . . but don't laugh when I get changed, alright?" Colleen pleaded with her friend.
"Now why would I laugh at one of my best friends? . . . . I am sure you will be fine!" Sheila reassured her friend, stroking back Colleen's lovely, thick auburn hair; tilting her head a little with a warm smile on her face. "One thing, though, you have to try on your new lingerie too, ok?"
Colleen was a little dumfounded at the request. The two had frequently tried on new outfits in each others' living rooms or bedrooms; even mixing and matching clothes with one another, where they would fit, but this was different. Other than occasionally quickly slipping off and on a new bra or bikini top, the two had never tried on new lingerie while they were together.
"I'm not sure . . . even the panties?" Colleen asked apprehensively, lightly biting her lower lip, "I'm a little scared of what I have on, let alone changing them in front of you."
"Oh, don't be such a prude, Colleen! There's nothing you have I haven't seen before. We're both grown, mature, married women. If you want, I will even close my eyes while you change them, ok? Besides, I'll start changing right after you. So we'll hardly notice each other the whole time!"
Colleen nodded timidly then proceeded to begin the ritual; quickly unbuttoning her top in a way that was unusually frantic for her. After removing her top she reach down to her pants and similarly unclasped them and began to tug them down; all the while trying to shield her body from Sheila's view, which only heightened her friend's curiosity. Sheila had soon joined her friend in the act of removing articles of clothing; starting with the quick pull over of her tee and its accompanying bra, followed by the unhitching and zipping of her jeans and leaving them part way down, enough to expose a bit of her black thong underneath, before she stopped to inspect her friend who was inching farther away from her.
"What you trying to hide, honey?" Sheila began to tease, pulling at Colleen's arm to make her come away from behind the couch she was almost hiding behind. Colleen only pulled away to avoid exposure, which merely elicited a more physical grab by her more lithe friend. The resulting tussle caused Sheila's breasts to flap about uncontrollably, occasionally pummeling the side and arm of her larger friend, while Colleen's own, larger mammaries still managed to shake until her bra strap fell down her shoulder and allowed one breast to break partially free from its bra cup. Although neither woman had entered into this altercation within any hint of sexual desire, the actions soon led to that very thing; albeit at a truly nascent level. Each felt a tinge of pleasure in their engagement, both feeling warmth and slight wetness affect their pubes and, in alternating turn, they noticed much firmer, perkier nipples pushing forth from their breasts. Since she had already removed her bra as well as top, Sheila's breasts were the more obvious and Colleen's eyes widened at what she was witnessing. Sheila was no less entranced, although her view of Colleen's nipples was limited to the one free, left orb that, even then, was only partially free from its cloth cage.
Finally, as the women wrestled, Sheila managed to drag Colleen just far enough from the back of the couch to see why her friend had been hiding. There, right before her, was her dearest, old friend standing in undergarments she'd have expected to see her mother or grandmother would wear. She released her friend and burst out laughing at what she saw.
"Granny panties! I can't believe it, you're actually wearing granny panties!"
Colleen blushed and shrunk back in embarrassment.
"You said you wouldn't laugh!" Colleen frowned and put her head in her hands and shed a few tears in her shame.
Sheila rolled her eyes but felt pity on her friend; taking her into her arms, she tenderly held her, stroking her hair and rubbing her back with the two women's now bared breasts gently, but firmly, pressed together in their embrace.
"Oh, now, now, honey! It's not that big a deal, I was only teasing. It's just that you should think about wearing something a little less frumpy and more stylish for a woman of your looks and distinction."
At this point, Sheila could feel her companion's hardening nipples graze her bosom, eliciting an unusual sensation in her own breasts, as well as in her vagina. Her hand gently traveled down Colleen's back, to the base of her spine, caressing her soft skin before finding the tips of her fingers tracing the edge of Colleen's plain undergarment.
"You should think of something much more sensual and pretty than these old lady's clothes," Sheila again chuckled a little, her mouth near Colleen's neck as they hugged; her breath blowing into her friend's ear, tickling it and making Colleen squirm in these same unadorned panties as they increasingly gather the wetness seeping from between her legs.
"But, what should I wear? . . . I mean, I've worn some lingerie, but only for special occasions; not for everyday wear," Colleen pulled her head back a little to look into Sheila's face as she spoke, feeling their nipples caress each other and still aware of her friend's fingers gingerly running along the waistband of her underpants.
"Hmmmm, well since it is clear you didn't buy any lingerie, I'll have to think about that, but first let's get these off you, alright?" and before Colleen could speak or protest in anyway, Sheila's hands slid inside her panties; spending more time than would normally be expected for someone just helping her friend undress feeling the curvaceous woman's bottom and hips, then gradually tugging them down toward her knees. As Sheila slowly tore down her chum's simple wear, she could see her obvious excitement by how sticky and wet the panties were around their lower front, how much her clitoris seemed to be protruding and the pungent scent that quickly wafted through the air and filled Sheila's nostrils as they made their way down past Colleen's delightful flower.
"I'm . . . I'm not sure about this, this is . . . different," Colleen nervously stammered and grabbed at her panties, trying to pull them back over her hips.
"Don't worry, girl friend, it's just me and I'm only trying to help you have a little more style in all your clothing; you deserve it you know?" Sheila whispered breathily, as her fingers slipped back inside the 'granny panties' and caressed then more deeply rub over her friend's buttocks and hips in an attempt to reassure her and help pull the underwear away from her bottom again. Colleen gasped and moaned a little at Sheila's touch, her legs parting a little more as well, thereby exposing her hairy muff even more as the panties began to pull away from her fanny. Colleen soon could tell Sheila's face was very near her pubic area, as her warm breath streamed over her thighs and pussy; she glanced down to see Sheila's transfixed gaze on her lower anatomy and felt a tingling as Sheila's fingers ran down her legs with the dampened panties. The mop of coarse hair became more exposed with each shift of the fabric drawing back like a curtain down her thighs; the dewy evidence of her heightened arousal lining the crotch of her panties and dampening down much of this same coarse hair, with its pungent scent filling the air around the two women as the cloth peeled away.
Sheila actually felt her tongue lick over her upper lip as her hands glided down over Colleen's rounded curves and her face inched nearer to her furry vulva. As the matronly undergarment slid down past Colleen's knees, Colleen could feel the intensified rush of warm air that was Sheila's breath getting closer to her mound. Looking down she could see Sheila's mesmerized gaze and the nearness of her partially opened lips to her bushiest region. Colleen felt unable to control her movements as she began to shift her hips and open her legs more in sync with the inching, trance like movement of her friend toward her pussy.
Colleen tried to regain her composure and break the trance by speaking, "W-w-what would you think would look better on me; considering my figure?"
Sheila snapped out of her state and looked up to Colleen, her face but a couple of inches from its unplanned destination.
"I might have one or two things you could try on," with that she helped Colleen step out of her panties but before she could reach for her shopping bag, she slipped a little and found her face almost pressed to Colleen's wild womanhood. She returned to an entranced state, still feeling uncertain about these feelings, and gingerly ran her fingers over her friend's hips; drawing closer to her pubic region.
"Would you mind, if I just slightly touched you?"Sheila bit her lip and blushed in embarrassment at what she was saying. Colleen joined Sheila in her crimson shade, feeling a rush of excitement and uncertainty wash over her.
"You mean, just run your fingers over my . . . my," she was unable to complete her sentence, instead just nodding her approval. Sheila gently ran her fingers through Colleen's pubic hair and over her fleshy mound; just grazing her clitoris and lips with her smooth, soft digits. Colleen gasped a little and moaned quietly, shifting her hips and opening them in response to Sheila's sensual, albeit rather timid, manipulations.
"May I . . . kiss it . . . I mean just a little kiss near the top? It just looks so cute . . . never felt quite like this before, but it is, it's prettier than I ever thought of these things," Sheila softly pleaded before dropping her head down in shame at asking such am unseemly thing.
"Well, I guess, maybe, sure . . . I mean just a little one wouldn't hurt. It's just so weird," Colleen offered and Sheila dreamily nodded her agreement at this sentiment. "I've just, well you know, I've never done this sort of thing before."
"Nor have I . . . stop me if you feel uncomfortable at this ok?" and with that Sheila leaned in and sweetly pecked a kiss on the nub of Colleen's clit; resulting in another small gasp and moan from an obviously excited Colleen.
Sheila took this as her cue to continue and even push the boundaries a little more. She could feel Colleen's coarse, dark hair scratch her face and even enter her mouth and nostrils. She could smell the strong and growing odor of her excited friend. She could taste the salty, tangy flavor around her dear friend's clitoris; finding it both overwhelming and enticing at the same time. She could sense the almost electric excitement coursing through Colleen's body as her mouth gathered round more of Colleen's clitoris, suckling and even chewing a little on it with greater anticipation and delight. Within little time, Colleen's already spongy vagina began to exhibit drops of fluid inching their way down the insides of her fulsome thighs. Colleen shifted and clenched her thighs then let them open up more than before, as Sheila's hands found their way over her hips; caressing and fondling her buttocks.
"Oh Sheila, I . . . I never knew how amazing this could feel . . . you're wonderful," Colleen stammered and moaned; her fingers stroking back and playing in Sheila's thick hair as Sheila's mouth worked its charms on Colleen's bushy vulva and deeper between the crevice of her labial lips.
Sheila's hand roamed freely over her friend's body as her mouth moved from timid nibbling to full on licking and sucking Colleen's hirsute pie. Her gliding hands glided from Colleen's bottom, up over her sides and teasingly caressing and rubbing her finely endowed bosom, tweaking and turning her large, distended nipples; ensuring numerous moans of satisfaction and excitement, finally leading to a shuddering orgasm that drench Sheila's face and splattered over her hair.
"Girl, I had no idea you were a squirter!," Sheila chuckled as her tongue finished cleaning up Colleen's sticky hole.
"Now give us a kiss and let's see if there's something else you could wear under that cute little skirt you've bought," Sheila grinned, stood up and gave her companion a deep, sensual, wet kiss ensuring Colleen tasted deeply of her own juices. Colleen gasped and looked dazed, as her friend handed her the lovely little skirt Colleen had bought, as well as a thong that came from her own shopping bag and was certainly too small for the curvaceous Colleen. Nevertheless, as commanded, Colleen slipped on the thong, feeling it barely slide over her full, round hips that barely covered her pussy- thereby ensuring much of her pubic hair poked out of the sides with her lips and clitty highly visible; something that became all the more evident due to it becoming wet from the recently climaxed woman.
"Mmmmm very pretty," Sheila crowed as her fingers ran over the thong clad Colleen's mound, "it really suits you to have just cute, tiny underwear. You just seem so desirable." She giggled and kissed Colleen again, their breasts gently slapping together, before Sheila helped Colleen slip on the skirt.
It was certainly a shorter skirt than Colleen usual wore, but she wanted something to wear for the coming summer and felt a short, breezy skirt like this would keep her cool. Sheila quickly joined her, slipping on her own new pleated skirt that was even shorter than Colleen's, but since she had already given her friend her new thong, she remained bare underneath it.
"Don't you just look adorable! Take a turn for me, girl," Sheila ran her fingers over Colleen's skirt down her hip and thigh. Colleen giggled like a school girl and began her sensual parade.
Sheila gazed at her friend's amazing frame, her breasts bouncing as she strode, her skirt barely covering the tops of her thighs, her wondrous hips swaying to a beat that was only in her head and her long, thick, albeit now sensuously messy auburn just teasingly touching the tops of her heavy bosom with her movement. Sheila was once again filled with an immense lust for what she saw, a lustfulness she had never known before and one she was not sure about as yet, but did not seem able to control.
"Oh Colleen, you look so radiant, so . . . yummy!" Sheila made her own sensual way over to her somewhat stunned friend, her smaller, but still sizably perky breasts jiggling wildly with her fast pace, her mini skirt's hem flapping up just enough to demonstrate that there was nothing left to the imagination underneath, her eyes full of fire that very nearly frightened the older woman; until she felt the soft embrace of her friend and their breasts pressing so sweetly together, and the pleasing caress of Sheila's hands under her skirt squeezing and caressing her big hips and cheeks.
"I need to taste you again and . . . I want you to taste me too . . . if that's alright?" Sheila reverted to her more timid self again once she realized what she'd done, but upon finding her friend's hands sliding under her skirt and reciprocating her manipulations, felt assured that it was a mutual desire.
"Mmmmm I would love that, Sheila, but I feel strangely interested in examining your lovely body first before you do that to me again," Colleen blushed at her own indiscreet words, a tinge of guilt at what she was doing and was about to do to Sheila ran through her with a shiver, as she hesitated a second before finding her knees buckle until her face landed crotch level before Sheila. Sheila giggled like a school girl and slowly lifted the hem of her already short skirt thereby revealing her womanly attributes that lay between her legs.
Colleen slowly moved nearer to Sheila's delicate pussy and found that a scent she would have previously found almost disgusting and anything but arousing, an intoxicating odor to her senses. Her nose pressed closer to Sheila's vagina and took in the especially tangy bouquet that surrounded Sheila, then found the tip of her tongue gently darting out of her mouth to taste a little dribble of her feminine juices that she saw running down her friend's vulva. The taste was extraordinary to Colleen, as it was much more pronounced than what she experienced in their kiss not long before; salty and as tangy as it smelt, not at all the repugnant fluid she had always expected. She repeated her friend's sweet gesture with a similar kiss upon the nub of Sheila's clitoris and heard the soft, pleading sounds of her friend and the warm caresses of her hand over her back and strokes through her hair.