I had promised Sam that I would take her shopping - for some sexy underwear and some equally sexy shoes too.

First stop was an out of the way lingerie shop that was tucked away on the first floor of the shopping mall. It was by appointment only, and they specialised in underwear for ladies with ample tits and slim bodies.

The shop was owned and operated by Heidi, a petite and spritely 60 year old lady with a body that many 20 something year old ladies would be jealous of. She was a true redhead with creamy white flawless skin - her hair was cut short and was naturally wavy.

Within minutes of arriving I had settled into the lounge chair in the corner of the room as I watched Heidi measure Sam to get her correct size. Sam was gloriously naked, and I could sense that Heidi was very impressed by my young lady's body. Her hands seemed to linger on Sam's curves.

"Young lady ... you are an impressive H-cup" Heidi announced.

"A good two hands full" I quipped much to the laughter of both of them.

Heidi had quickly worked out that Sam and I were lovers. I think that she had me pegged as her father until I insisted on staying in the room whilst Sam was measured and fitted with her garments.

After about half an hour of trying on various bra and panty combinations, I suggested that I wanted to see Sam in something that was "smoking hot".

"I have just the thing" Heidi volunteered.

She returned in a couple of minutes with a couple of scraps of fine lacy material.

"Let me help you with this ... this is so delicate" Heidi explained.

Firstly she helped Sam with the panties - they weren't much at all - just a little scrap of lace that tied at the hips. Heidi's face was so close to Sam's naked pussy as she helped fit them. I winked at Sam when our eyes met.

Returning to her feet she helped Sam into the bra. It covered nothing of her breasts - it just lifted them, emphasising their shape and size.

I stood up and walked over to stand immediately behind Heidi who hadn't moved from being close to Sam.

"That's fucking nice" I commented as I moved forward to press against Heidi's firm ass, and slip my hand around her to cup her firm rounded tits through her dress.

"Oh ... what" she gasped. Further words were cut off when Sam drew her into a gentle kiss.

This was Sam's first woman to woman kiss. We had discussed her lack of sexual experiences with a woman, and had decided that if the time was right then Sam would make a move on a woman when I was with her for support.

The kiss deepened as I continued to grope at Heidi's tits and press my awakening cock against her ass.

When the kiss finally broke, Sam directed Heidi's face to against her ample tits and hard nipples.

"Lick me ... suck them" Sam groaned.

Heidi moved her mouth to capture one of Sam's hard nipples.

"Oh god ... yes" moaned Sam.

My hands left Heidi's tits and moved to the back of her dress where I slowly drew down her zipper until the dress parted all the way down to her waist. I gently pushed it off her shoulders and drew it down to her waist. The catch on her bra was next - releasing it and letting the strapless bra fall to the floor.

I slipped my hands back around her to cup her naked tits and pinch her hard nipples. After a few more moments I returned to her waist and slid the dress the rest of the way off her - dropping it to around her feet.

Kneeling behind her I pressed my face against her naked ass. Heidi was wearing a g-string but not for very long. I hooked it by the waist and slid it down her thighs also. I soon had her naked except for her sexy high heels.

With the dress and panties removed, I eased her legs apart so that my face could get close to her pussy and ass. I parted her ass cheeks giving me room to slide my tongue across her sexy asshole. With the intrusion of my tongue into her tight asshole, she pushed her ass back against me.

Over the course of the next couple of minutes my tongue explored her tight asshole and her rapidly moistening pussy.

Sam moved backwards slowly drawing Heidi with her until Sam was able to sit back in the chair that I had vacated. Sitting with her legs looped over the ams of the chair, Sam drew Heidi into a kneeling position between her thighs.

"Lick my pussy" Sam commanded Heidi.

Heidi dove in Sam's pussy like a thirsty woman deprived of water for ages. I watched with growing interest as Heidi devoured Sam's juices, parting her now engorged pussy lips.

Sam looked up at me and mouthed to me "Fuck her".

I nodded and quickly removed my shorts and shirt, releasing my rampant hard cock.

I knelt behind Heidi and with cock in hand I introduced my long fat cock into her wet pussy canal. I eased forward into her tight hotness. Her pussy was impressively tight for a lady of her 60 years of age.

With hands on her hips for leverage, I plunged my cock in and out until I was butting against her cervix. i could feel her pussy walls spasming all along the embedded length of my cock - a sign that Heidi was close to her orgasm.

With my cock as deep inside her pussy as I could manage, I slapped her ass.

That triggered her orgasm with her pussy exploding all around my cock, squeezing it tight and milking it with her convulsions. I held my own cum back - I was going to fuck Sam and deposit my cum deep inside of her.