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"I've always had big tits and I've always known what to do with them,” says Arizona divorcee Rose Marie. "If a guy's not touching them while we're fucking or having foreplay, I'll direct his hands to them, and if we're fucking and he's not playing with my tits, I'll play with them myself. The day I discovered that I can suck on my own tits was one of the best days of my life. It was like having a new toy!” Notice how Rose Marie tweaks her own nipples while giving a blow job. "I kinda wanted him to play with them, but he was too focused on the blow job,” she said. "I can't blame him, but that doesn't mean I shouldn't be able to get off while sucking cock. And if I'm excited, I'm gonna suck deeper, so it's better for him.” Today's lesson: play with your MILF's tits while you're fucking her.

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For her first appearance, Karen, a 46-year-old married swinger from Kingston, New York, is going to take a hard cock in her ass in a variety of positions. "I love anal sex, so why not?” Karen said. Why not, indeed? Karen has "sex” written all over her, and at the end of this pictorial, she has it written all over her face...with cum. Very cute, right? "I don't know what my favorite position for anal is,” Karen said. "I just like it when the guy's dick feels like a giant log in my ass.” By the way, for those of you who aren't into anal (although we have no idea why that would be), Karen sucks a good cock and uses her pussy well, too. Of course she does. She's a mature woman. She knows what she's doing.

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Before she gets down to fucking and sucking in front of a video camera for the first time, Carmelita reveals some of her deepest, darkest secrets. Well, not exactly secrets. Just vital facts. Like she's been married for 20 years and swinging since 1996. Like her husband likes to watch her fuck younger guys, and she brings girls home for him. Nice wife. We should all be so lucky. Revealed Carmelita, "I wanna be a porn star.” Well, we see no reason that can't happen. Just watch and you'll see why we say that.

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Carmelita Lopez is a chunky Latina who was born in Utah 45 years ago and now lives in Southern California. She's not your typical MILF. You know, the curves, the hips, the tits. DD-cups, if you need to know. The measurements? 43-32-45. Now that's something to grab onto and fuck! "I'm into gang bangs and getting my pussy and ass fucked at the same time,” said Carmelita, who obviously isn't shy. "I love having lots of guys cum on me, too.” Here, in her 40SomethingMag.com debut, Carmelita sucks and fucks and takes a sticky load all over her face. She loves to rub it in. "It keeps my skin looking young,” she said. Hey, chicks are still falling for that line?

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In these photos, Casey Bryant, a 44-year-old housewife from Marietta, Georgia, gets a heaping portion of man-meat that doesn't belong to her husband. Casey's hubby likes to talk dirty to her while she plays with herself. And we're figuring there's gonna be a lot of dirty talk in the Bryant household when he gets hold of these photos. "He's gonna want to fuck me immediately,” Casey said. "I'm glad I have an open-minded husband. I think.” She's going to find out, but either way, we get to jack. So the story will have a happy ending for us.

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Super busty Milf Penny Porsche can barely stay contained within her swimsuit. Her tits are way too big, thank God. Penny's much-adored boobs float and bob in the pool as she romps. She is in such a big hurry to suck the cock that she pulls a boob out of Tony's mouth so that she can start sucking. As her hooters float, she swallows his cock lustily. They fuck in the pool like they haven't gotten any in six months. Her knockers hang down and look awesome as Tony is nailing Penny. Tony can no longer hold back the surge of his squirt soldiers and pumps his penile platoon all over Penny's precious pontoons. The only question is: who's gonna clean the pool? Running Time: 19:05

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She's 50something, so, obviously, Rose Marie has fucked a lot in her life. But she's never fucked in front of the camera, for your jacking pleasure, and this first time had her very excited. "It's kind of exciting to know that there are men sitting at home watching me have the most intimate of acts with a total stranger,” this busty divorcee said. "I really got into it.” Obviously. She takes it up the ass. "I know a lot of women don't like that. Anal sex, I mean,” Rose Marie said. "But it's one of my favorite things. I think most women would like it if they tried it, but I can't tell people what to do. I'm old enough to know better than that.” She's old enough to know that just because she takes it up the ass on camera doesn't make her a slut. "No,” she said, smiling. "It makes me adventurous!”

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Ginger is a sex addict. She can't help it. 30 years ago, they used to call a woman like Ginger a lying skank. Now they have the more clinical term "sex addict.” Well, excuse us! She greets her husband's best friend at the door. They fuck on her hubby's prized zebra rug. Ginger places her ankles around her ears. What talent! What a hot cunt! Ginger gets fucked in front of the fireplace, then she kneels and blows the man. She tells him to get dressed and get out. He's served his purpose. Now he can brag I Fucked Your Wife! Her husband deserved it for that ugly zebra skin.

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Jewel is 60, a sexagenarian, but that doesn't mean she's ready for a convalescent home. Jewel has the vigor of a 40-year-old. Because of her high libido, Jewel has been sneaking around on her hub. When he finds out, he tells her boyfriend that it's okay to keep fucking Jewel so she services the BF's cock and balls and screams at him to fuck her. She cums when he spanks her clit with his one-eyed snake. The husband has been watching all along in the closet. Because he's a perv. Now the BF can brag I Fucked Your Wife!

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If you are a dude who has a best buddy, you are responsible for a few things. The first is lying for your buddy whenever he needs you to. If his ball and chain comes snoopin' around, you deny and lie until you die or at least get your friend on the phone to warn him. The second thing you are responsible for is breakin' your friends' balls at every opportunity. This is important as it builds character and is just plain funny. The last thing you are responsible for, and probably the most important thing of all, is getting your buddy some strippers for his bachelor party. And not just any run-of-the-mill-dancing-for-dollars stripper, either. Nope. You are responsible for getting him a hot slut who is going to drain his nuts of every last drop of his single-man baby batter. A slut like Holly Halston. This stripper takes it up her slutty snatch, in the mouth and most-importantly, up her tight ass. So remember, when the time comes to do right by your best bud, give him the gift that keeps on giving. Give him a big-tit hooker.

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Delilah's hub is out of town. Now's her chance to lie down and open her married pussy for her young neighbor. She's been eyeballing him and wants to fuck him. Now she can take his meat in her mouth like she's always wanted to. He licks her clit and finger fucks her before sticking his dick in her. She rides his cock like a pony, the better to show off her pierced cunt. Cheating wives. You'd have to be crazy to trust them. So just fuck them and go home. If you don't take our advice, then have an exit strategy just in case.

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"On the outside, I am the local mall mom and member of the PTA,” Brenda James says. "On the inside, I am a cum-swallowing hottie who thinks about getting cock all day long.” At 38, Brenda is two years shy of being 40something, but we hope you'll forgive that once you see her getting ass-slammed. Yep, first time on 40SomethingMag.com, and Brenda already has a dick in her ass. Good for her! A few basic facts about Brenda. She lists her occupations as "model, actress, director, mom.” She's from the midwestern United States. She measures 36-26-36 with C-cup tits. Her sexual fantasy is "to be standing in the kitchen and have my man hug me from behind, then lift up my skirt and do me from behind.” We assume she means in her ass. But you know what happens when you assume.

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Christina Cross, the 42-year-old MILF from a suburb of Dallas, Texas, is fucking again, and that's always good to see. Christina is the kind of MILF we love: super-hot body, horny as hell, looks her age facially. And we mean that in a good way. Let's face it: The fact of the matter is that if we wanted hot-bodied babes who look like they're 21, they're all over the place. A dime a dozen. But we don't want that. We want a mature woman with a great body, a woman whose maturity shows on her face. They're definitely not a dime a dozen, which is what makes Christina special. And you know what? Christina might not like reading that. Women want to be told they look like they're 20. Fuck that. Christina looks exactly the way we wish all women would look.

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Confession time: Holly Halston isn't 40. She's 33. But she's a man's wife, she's fucking another guy and we thought you might like that. Now down to the scene at hand: Having had her pussy greedily plundered by Johnny Rod in Part 1 of My Wife Your Meat, Holly is more determined than ever to make up for lost time. She wants to catch up on fucking other guys besides her porn star husband, Troy. Johnny's dick has made her want even more new dicks. She gets Troy's blessing in this goal, and, in this episode, she also gets Troy's cock in a hot-tub fuck-fest with big-dicked Enzo. This is Holly's first ever three-way with two men. They share Holly's mouth and pussy, taking turns shoveling it up her pussy-hole and down her throat as their busty MILF fuck-toy expertly services them. Holly's talents at fucking and sucking the bloated shafts earn her top ratings from the studs.

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"Isn't getting dirty and fucking a mechanic right there in the garage every woman's secret fantasy?" asked Houston, who debuted in the January '07 issue and gets double-teamed and ass-fucked in the DVD MILFs and Mechanics. We don't know if it's every woman's fantasy, but if it's Houston's, that's good enough for us. Now, guys, take a close look at these pictures. Notice how Houston is the aggressor. She's in charge. She's a horny cougar on the prowl for a double dicking. "What was I thinking about while I was taking these pictures?" Houston said. "I was thinking, 'There's a cock in my mouth and a cock in my pussy, and aren't I the dirtiest slut in the world?'" No, not the dirtiest slut in the world. Just a horny 40Something who's doing things most women her age wouldn't even think about doing. "And that means there's more cock for me, right?" she said. First she sucks one cock, than she sucks the other cock. Then both cocks explode cum all over her face and tits. The sticky man-goop drips down her chest as she spreads her pussy, hoping there's another hard cock in the vicinity. And if there isn't... "Well, then I'll just have to, I'll suck 'em back to hardness." Spoken like a woman who truly knows what she wants.

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In the video version of Luna Azul's first pictorial posted on 40SomethingMag.com, we get to see the 57-year-old SoCal MILF in action. This is not only a big moment for us, it's also a big moment for Luna, who's looking forward to seeing, in her own words, "how a big cock looks in my mouth and pussy.” Which, for us, begged the question, "Haven't you ever seen yourself having sex in a mirror?” Luna thought about that for a second, nodded as if in agreement, then said, "No, no, this is different. When I see myself in a mirror having sex, I have to look up and it distracts me from what I'm doing. This, I can just watch.” And what does Luna plan on doing while she's watching her fuck film? Eat some popcorn, perhaps? A glass of ice tea? No. "I'm going to take out the biggest dildo I have and fuck myself with it,” she she said. Uh, Luna, excuse us for saying this, but that sounds like a distraction.

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Just the sight of a pool table turns on horny 45-year-old Gigi Jewels. "Ooooh, balls everywhere!” she exclaims. Gigi gets a lesson in playing pool, but it turns out she's a ringer because when the game starts, she clears the table with no trouble at all. What's her prize? Guess. It ain't money. Gigi is aggressive in the way only 40something MILFs can be, comfortable with her sexuality, not hesitating to go after what she wants, even if it's a much-younger guy. Would she have done this when she was 20? "Probably not,” she said. "But I probably still would have ended up getting laid one way or another. Story of my life.” It's a happy story. "You bet!”

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Notorious busty MILF about town Holly Halston wants new dick in her ass and pussy. For years, her porn star husband Troy Halston has been the only guy to fuck Holly's mouth, pussy and ass and direct her in numerous videos. He zealously guarded his wife from other cocks. But now he wants her to expand her horizons by getting fucked by other guys and so does she. Johnny Rod's powerful pumping in part one of My Wife Your Meat has made her want more new dicks in her cunt and it seems that she's going to get it, in spades. In this episode, Holly does her first ever threesome with two men, Troy and the long-schlonged Enzo Lorenzo. Enzo watches as Holly hangs out in her hot tub. She's in a skimpy bikini. Her big tits get Enzo stiff and aroused. He makes his move just as Troy shows up. But instead of an argument, they decide to share Holly's mouth and pussy, taking turns shoveling their groin-spears into her pink love-hole and past her licking lips. They take turns fucking the shit out of her while she deep throats the other. Don't miss part two of My Wife Your Meat! Now on DVD from eBoobStore as well as your favorite adult shop. Next: Holly's first new cock in her ass.

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Here's the video version of Jamy's still fuck-and-suck. "I have a little bit of a hobby,” she said. "I'm into the fetish and alternative lifestyle, and I'm a dominatrix. But I was very nervous about having sex on camera with a guy I'd never met. I kept thinking about it the last couple of days, like, ‘I should bring a shot of vodka or something' to calm me down, and I didn't, but that wouldn't have been a bad idea because I was petrified.” It doesn't show. "I think once I saw his hard cock, I knew exactly what to do.” That definitely shows.

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Here's our first look at Jamy Nova, a super-sexy 45-year-old real-estate agent who decided to get naked for 40Something because...well, because, in all honesty, the real-estate market in the United States has been experiencing a bit of a downturn. And because she's a kinky lady, and this is something she's fantasized about...having sex on camera. Now, get this: Here she is fucking and sucking while you're jacking, and she's never even posed nude before. Never! Never stripped, never got naked on an amateur website or cam, never! "This is the first time I've ever done anything like this,” Jamy said. "But it was fun.” Glad you enjoyed yourself, Jamy. Now we're going to enjoy ourselves.

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This is not the usual XXXtra Naughty type of layout, but Rachel, 44, is not your usual kind of gal. See, Rachel is a naughty girl in the best NN sense of the word. Why? Well, for a start, she didn't have a boyfriend when she contacted us about fucking for the mag, and she asked if we could come up with a guy. Done! Then she told us that the guy better be a great buttfucker because that's what she likes best. Okay! Jarrod, who's been in several SCORE Group DVDs, was more than happy to do the deed. "There's a time and a place for quickies, and that kind of orgasm is great, but I prefer drawn-out fuck sessions beginning with oral sex and leading on to pussy and then butt sex," said Rachel. "A session like that will give me four, five or more orgasms. Lucky, aren't I? Mind you, we're talking perhaps a couple of hours, so the guy, if he's in decent shape, should be able to manage two or three orgasms of his own. I fantasize about having two or three guys at once and getting myself fucked and climaxed to total exhaustion." Like a lot of females, Rachel eased into anal sex. "It all started with slipping a wet finger into my butt while I was masturbating. That felt pretty good. One finger led to two and so on. Then came encouraging the guy I was dating at the time to use his fingers. Great!"

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It's fuck-and-suck time with Christina Cross, a 42-year-old MILF from Dallas, Texas, who's overflowing with sexuality from the get-go in this, her second hardcore video for 40SomethingMag.com. "I'm definitely more sexual now than I was 12 years ago,” Christina said. "When I was 30, I could go weeks without sex. Now, I can't even go a day.” Not that she has to. "I'm not bragging when I say I could fuck a different man every day. Men are just naturally horny, and all women have to say is, ‘Let's go,' and they're there. I guess in that way, I have a man's mind in a woman's body. I'm always ready to go.”

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The idea here is that 43-year-old Mikela Kennedy is a parole officer who gets off on bad guys. We see her rubbing herself while looking at FBI "Wanted” posters. Then we see her trying to be tough. The parolee is obviously an idiot. He doesn't understand that he doesn't need to like doing community service, he just needs to do it...or else. Or else what? Well, let's see. Officer Kennedy asks him what he's carrying in his pants. Turns out he's carrying a big, hard cock. When he pulls it out, the real Mikela—horny MILF who can't resist the chance for a good porking—comes out, gets on her knees and shows him who's boss. WARNING: DO NOT GO OUT AND COMMIT A CRIME IN THE HOPES THAT MIKELA, OR A WOMAN LIKE HER, WILL BE YOUR PAROLE OFFICER. There. You've been warned.

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