Includes: Penny Pax, PepperXO, cum in mouth, and a creampie

Pepper is 36 years old, she looks incredibly young for her age, but she has a step-son, and she's been divorced and living alone now for almost . Penny is Pepper's best friend, they've known each other since they were in school, and ever since the girls graduated college, their lifestyles changed. Pepper traded in her college clothes for professional attire, flats, classy wrap dresses that fit well below the knee, absolutely no cleavage, no makeup, her hair tightly wrapped in a bun. Penny has not changed all that much, she's traded in her sequin party dresses for form fitting pencil skirts, 4 inch stilettos, designer blouses that accentuate her full breasts just as nicely as the spandex she used to wear in their college heyday.

Penny has convinced Pepper to change up her life by changing her wardrobe first. Pepper tells her, "you can still look professional and hot, but we've got to give you a total make-over." Penny has dressed Pepper in similar clothing now, sexy pencil skirt, silk blouses, designer makeup, manicured nails with a little sparkle in them, but still appropriate for her job as a Court Stenographer. Pepper feels like a brand new woman, and she's growing more confident as the days pass, she humbly accepts the compliments from her peers, and even her boss, everyone loves the new Pepper.

"It's time for you to get out there on the dating scene," Penny tells Pepper. Pepper takes her advice without hesitation. She "feels sexy" now, she feels youthful, she's even fantasized about dating a man, feeling his body close against her's when the time is right, he unbuttons her blouse to see a lace bra, black, NO white, white is sexy, but not in that 'trying to get laid' type of way.

On a rainy Friday afternoon Pepper confesses her embarrassment about her lingerie. "I'm still wearing the same bra that I wore twenty years ago! My panties remind me of my step-mother's. Please, please, help me." Penny's eyes light up. Lingerie shopping is her pastime. "Let's go," Penny enthusiastically sets her glass on the table and grabs her purse. Pepper put on her signature worried face, "not today, my step-son, it's my week with him." Penny looks over her shoulder, the boy is pretending not to hear, he has his headphones on and his laptop on his lap. Penny smiles at him. "let's take him with."

The boy was hesitant to go to a ladies lingerie shop, but Pepper assured him that he could wait outside the shoppe, or go across the street to the arcade. Penny rolled her eyes, "the boy is coming with us. We'll make him useful." Pepper scrunched her brow but didn't have the energy to consider how the boy could be useful. After all, the excitement of buying brand new lingerie was so exciting, so scary! They crossed into the store and Penelope smiled at the ladies from behind the desk. Everyone in this little town knows that Penelope is the biggest gossip to walk the planet, her squeaky voice, and watchful eyes make Pepper's skin crawl. Pepper is well respected in the community, and she looks over her dress, she hopes that Penelope won't find it distasteful. Penny grabs Pepper's arm, I'll start at this rack, and you go to that rack. You'll try on my picks and your own. The boy walked behind them, trying not to make eye contact with any women in the store, he feels embarrassed to be in a room full of sexy gauzy, lace, and silk unmentionables.

The ladies quickly made their selections and walked towards the dressing room. "Wait outside," Pepper told her step-son and Penny, "I'll let you know if they work out." Only a couple minutes passed when Penny was tapping her foot impatiently, "are you done yet? Lord.." she huffed. "we're so hungry." Penny let herself in and grabbed the boy's jacket. Pepper was standing in an ankle length cotton gown, fit for an elderly woman. Pepper covered her body in modesty. Penny rolled her eyes at the fashion faux pas, "let's try something else." She sifted through the items she selected, slinky camisoles, lace thongs, and form fitting body suits, and she stopped at a deep blue sheer bodysuit, the same color of Penny's sapphire eyes, "how about this one?" Pepper looked it over, "it's not for me." Penny smiled, "I have to try it on." Penny began to get undressed, and Pepper looked at her step-son. "Penny, please," she said in desperation, you need to get your own room!" Penny told the boy to turn around and face the wall. Pepper thought about Penelope, the other ladies in the store, what they would think, three people in a dressing room. two women, and one of them is her own step-son! Pepper's excitement to quickly try on the lingerie clouded her judgment and allowed Penny to win this argument. Pepper took off her nude bra to try on a beautiful lace bra, plunging to show off her supple cleavage. Penny noticed the boy was shifting in her pants. Penny has always had a little crush on Pepper's step-son. She was to show him her body. Penny swayed her hips erotically from left to right, showing him inch-by-inch her perfect body.

Pepper's step-son looked over at his step-mother, worried she would catch him staring unapologetically at her friend, but Pepper was busy with her lingerie. Penny turned around and revealed the pink of her perfect nipples underneath the sheer blue lace, the shape of her toned ass, and she licked her lips, her blue eyes starring into his. Penny is his dream woman. She's a mature woman who knows what she wants, and she wants him, it's no longer a secret. Pepper looks over to see the boy starring, fully erect under his jeans, she calls out, "Penny!" Penny casually explains, "hey.. he can give us some tips. Let us know what young men like these days." The sales woman knocks on the door, she heard some commotion, Pepper was sure of it. Pepper answered her, "we're doing just fine, thank you." Penny smiled at Pepper, another overreaction is very typical, Penny put her purse over the boy's erection, "you'll carry my purse to hide your pecker." The boy threw the purse on the floor. He didn't know why he had done it, only that he has never felt this turned on in his entire life, and he was eager to see what would happen next if he refused to leave.

Watch the story unfold...

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