Old mature MILF friends Red & Lucinda meet up in Red's bedroom to compare recent lingerie purchases - Red in her lacy black lingerie and stockings with shiny black & red high heels, Lucinda in lacy light blue lingerie, black stockings, and shiny black high heels. After some comparisons and helping each other adjust their outfits, they can't keep their hands off each other, caressing each others' huge MILF tits both in and out of their top with lots of rubbing and nipple sucking. Red kicks it up a notch by rubbing Lucinda's clit outside of her panties, then unbuttoning them to lick and finger fuck her shaved mature pussy. Lucinda returns the favor, spreading Red's legs and stripping off her panties to lick and finger fuck her shaved pussy. They end up in a 69 position, giving each other loud wet orgasms with their fingers and mouths.