Every day, Phoebe popped in to see Penny in her office to remind her of their Tuesday evening date. Finally Penny gave in and assured the young girl that she would be there.

"Thank you, thank you, thank you, Miss Perkins! What are you going to wear?"

Penny hadn't even thought of that, and she wondered if she should do the granny thing again to appear respectable for Phoebe, or put on her sexy lingerie that she and Mr. Brown enjoyed so much.

"What are you going to wear?" she countered.

"I usually go naked under my street clothes," she replied matter of factly.

"Yes, I noticed," said Penny getting a quick, naked, mental picture of her exhibitionist friend who now often flashed her when she popped in to her office.

She went on, "This is a photoshoot, right? Perhaps we should both wear something special."

"I don't have anything like that," moaned Phoebe. "I wish I could afford it."

"I don't have anything special either," lied Penny. "Why don't I take you to the shops later today and we can get something for us both. My treat. Wouldn't that make you feel better about the whole thing?"

It was Phoebe's day off at the market, so they agreed to meet after the Y closed that evening. When the time arrived, Phoebe climbed excitedly into Penny's car.

"Where are we going?" she asked.

"Well, we can't shop in town; people will notice. We'd better drive over to Morristown. I think there's a place over there which might have what we're looking for," she said, knowing perfectly well exactly where ‘Lascivious Lingerie’ was located.

They parked behind the store and went in. Penny was relieved to see the salesgirl she already knew. She hurried over to her and whispered in her ear.

"Don't let on that you know me!"

Then out loud she told her, "We're both here for some sexy lingerie for a photoshoot. Can you suggest something?”

"Certainly," said the girl, "come this way. And please, call me Sophie."

She took them to the curtained area at the back of the store and sat them down on chairs.

"Let me explain how we operate here. The boss has given us new rules. No longer can we let our customers try on the lingerie because they often get so excited that they stain the crotches with their dampness. We keep one set of everything we have as a demo. I put it on and model it for you to see the effect. Is that clear? Now, how can I help you? What kind of a photoshoot is this?"

Totally avoiding the question, Penny explained, “We'll be modeling together, so what do you have that will match and look good together?"

"I have several choices," replied Sophie, "but first I need to have an idea of your sizes and body types. I'll step out for a moment while you strip down to your undies."

She left through the curtain and Phoebe looked to Penny to see if this was normal practice.

"Absolutely! It's totally private in here, you can take your things off."

Both of them removed their street clothing. Penny was left in her modest underwear, but Phoebe, being the commando she was, stood naked trying unsuccessfully to cover herself with her hands. Penny no longer felt inhibited about openly staring at her, and longed to touch her soft, young body all over. Sophie asked if she could come back in, and stepped through the curtain with a selection of garments.

"Oh good," she said, looking them both over. Then paying particular attention to Phoebe she commented, "Interesting; your breasts are quite a bit larger than they seemed when you were dressed. Very nice!"

She put out her hand and cupped one of Phoebe's tits. "Very nice," she said again. "And very firm too; you are a lucky girl. Most of my customers would give anything to have big ones like yours. Now, take a seat, and enjoy the show!"

Phoebe blushed and sat down tightly cross legged, trying to cover her chest with one arm.

Sophie saw her discomfort. “Oh, sorry, I forgot to tell you. You can get dressed again now.”

“No,” replied Penny who was in no hurry to see Phoebe dressed again, “Let’s not waste time. On with the show!”

Sophie stepped out of her store uniform and slipped into a long, pink, silky diaphanous dress. It had slits up to the armpits which opened and closed as she moved.

"This is especially good with a back light," she told them as she turned on a lamp behind her and the two women could clearly see her naked outline through the thin material.

"Very nice," said Penny clearing a lump in her throat, "but it's a little too classy for our cameraman."

"I think you're right," agreed Phoebe.

"Miss Perkins, it's surprising, you know him so well after only meeting him once."

Penny let that pass. "What else do you have?"

Sophie pulled the dress over her head and picked up a colorful pair of crotchless panties with the tiniest beaded miniskirt around it. It was the way she did this that surprised Penny. It was almost identical to the way Phoebe behaved in the Y's changing room; bending over at the waist and showing her backside to the audience with the slit of her vagina peeking through her thighs.

"Another exhibitionist," she thought to herself. “That makes three of us.”

"This is particularly good for live shows," Sophie told the pair, adjusting the skirt around her waist. "See how it moves when I turn?"

She did a quick twirl for the pair, and the mini skirt moved with her, flaring out in a ring as she turned; when she turned back the beads slapped her pert bottom half way down with a tinkling thwack.

"Then, if you are in a teasing mood, or perhaps for a strip tease dance, you can lift the mini skirt and show your pussy through the open crotch, like this."

She demonstrated, revealing a patch of bright red hair. "I dye mine, for fun," she confessed to the two.

"Now, this comes in two different styles; one that would suit you," she said referring to Phoebe, "because you need less coverage being shaved the way you are."

Phoebe blushed again knowing that nothing had escaped the eye of the sales girl.

"And for you," Sophie went on to Penny, "you have a larger bush to cover, like mine, so this style would be better." This time it was Penny who blushed.

She tried on the second one, and then boldly pulling it down in front, she presented the women with a display of her pubic hair. It was shaved into two neat letters, L L.

"Lascivious Lingerie," she giggled.

"Matching bras would look like this," she continued, stripping off her own bra and putting on another that she had brought.

"This one has a flap that can be released to expose the whole tit. We call it our Janet Jackson model. And this one - hang on a second - has the hole through the center which highlights the nipple. Let me see which one would be best for you, young lady. Oh my, you have wonderful nipples. This one is certainly for you."

"Now there are other types of material, but feel this one first." She took hold of one of Penny's hands and one of Phoebe's and pulled them both to her breasts where they felt the warmth of her skin through the flimsy material.

"Oh, that feels good," she said, "I hope your photographer has nice warm hands like yours!"

Sophie modeled a few more items for them, behaving exactly like Phoebe in the change room at the Y. Every time she changed, she would bent over from the waist and give them both intimate views of her more private parts, and both of her clients stared with obvious desire at her, but kept their distance and concentrated on their task of selecting the best outfit.

They liked most of Sophie's choices, but went with the beaded mini skirt set because they thought they might in fact do a little dance and a little tease for Mr. Brown's camera. Penny had the hardest time not letting on that she knew exactly what Mr. Brown's likes and dislikes were, but she felt pretty sure he would like the mini skirts and crotchless panties.

Penny went to pay and sent Phoebe off to wait for her in the car. Sophie quickly remarked to Penny, "Well done! You've picked up a very attractive youngster for yourself. I'm jealous!"

"No, you've got it backwards! She picked me up! But it's a very complicated situation, I can't begin to explain it to you."

"I understand. I won't pry. But if you ever need a new model, I'm available. Here, take my card. And by the way, I want you to know, I find you very attractive!"

"I bet you say that to all your customers," replied Penny, turning red in the face as she hurried out.

The story ends with Penny’s Other Life, CHAPTER 6 & epilogue.