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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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Cougars prowl bars and clubs looking for younger guys to fuck. Dee Dee has guys and gals coming to her for sex because she runs an on-premises swing club. Check it out at blackrosehouse.com. She gets all the sexcitement she could possibly want and then some–whether it's watching couples in action or joining them. She probably gets more sex in a single weekend than any of you readers get in a year...or two. Dee Dee is close to being the perfect naughty neighbor as far as we're concerned. Can you imagine having her living next door to you? You wouldn't have to be furtively peeping to see her because she'd probably be getting dressed or undressed right in front of an open window, inviting attention–and loving it! Dee Dee's favorite sex is whatever her partner–or partners–want, as long as she gets to cum, too. Hell, she's bound to have done sexual things and cum in ways that the rest of us have only fantasized about. If Dee Dee doesn't epitomize the term "cougar,” then we don't know who does.

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It's encore time for Lacey Grant, a 45-year-old housewife, mother of two and–get this–a house dancer at a strip club in North Carolina. She debuted in Dec. '07, and she's eager to get naked for us again! "I've always loved to show off my body and turn people on,” said Lacey, who swings with her second husband and says she gets a lot of attention from the other swingers when she wears a low-cut top. "I love showing off my tits,” Lacey said of her DD-cup bombers. "They're my favorite part of my body. Most men like them best, too, although some prefer my ass. I used to think my ass was too big until I realized what an asset it is.” It's an asset because men want to fuck it. "Good! Some women don't want to be looked at as sex objects. But I do!” Lacey's luscious ass is very important to her. "My favorite position is getting it doggie-style,” she said. "I love being pounded from behind as my boobs sway back and forth. But then again, having my legs up and over my shoulders is great, too.”

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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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You'd be a very lucky man if your neighbor was Ginger Taylor, a 46-year-old divorcee from El Paso, Texas. That's because she has DD-cup tits, a nice ass and loves to show off her body in sexy clothes. "I have to keep this body in shape,” she said. "I plan on staying hot enough to fuck for a long time.” Ginger says she's been known to do her yard work in "tiny shorts that creep up my ass” and "lie around my backyard pool in a tiny bikini, sometimes nothing at all. The neighbors can definitely see me from the second floor.” As for fucking strangers, Ginger says, "I'm definitely down with that. Less complications.” So, like we said, you'd love to be Ginger's neighbor. Except the guy who lives next door to Ginger has no intention of moving. Wonder why.

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There's a look a woman gets in her eyes when she's really enjoying a cock. It's that dreamy look that tells you, "This cock is something special. It's doing things to her that she hasn't had done to her in a long time." Caelea has that look on her face in these pictures...even though her boyfriend was watching as she sucked and fucked this giant cock. Who knows what she was thinking? All we know is that she's devouring that meat stick as if it were her last meal. It's hard to believe that before her divorce, Caelea never masturbated. She was trapped in a sexually unsatisfying marriage and had never even seen a men's magazine other than Playboy. The sexual tigress in her was waiting to break loose, and it did after her divorce...to some extent. When we asked her about her kinkiest sexual encounter, she replied, "I am not sure I have done that yet." Maybe this will top the list, then, Caelea. Fucking some stranger's cock on camera isn't something every woman does.

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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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Lorelei is 5'7” weighs 110 pounds and wears a 34C bra. She only wears Victoria's Secret panties–usually thongs. She is very busy with her online business, but this horny divorcee needs a fix of men and dicks on a regular basis...and she makes sure she gets it. "There are a couple of smooth adult-type clubs I go to and also a couple of bars in downtown hotels,” she said. "I'm into one-night-stands, but if I happen to meet a guy who's in town for a few days, that's a different story. I prefer younger guys, but I'll settle for a guy about my age if I'm really horny. I don't go for older guys; that's not my style. I have one firm rule when I meet a guy. I won't go to a hotel room or someplace else with him,” said Lorelei. "He has to come to my place–I have a condo downtown–or the good times are off before they've even begun. I feel safe and secure in my place and my bed so I can relax and we can both have a super-sexy time. (And I have some safeguards to keep me secure, too.) The guy had better be really good at oral sex because he won't get a blow job unless he's gotten me off that way. He can cum in my mouth if he really wants to, but I'll tell him I'd much rather he cum in my pussy or my ass...the first time.”

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"I wasn't feeling very sexy anymore–don't you dare use the "old” word–even though my husband and I still usually have sex three nights a week. He came home with a NN he found in the locker room at the golf club, and we checked it out in bed. He bet me a weekend in the Bahamas that NN would accept these photos he took. I lost, so he's off to Las Vegas with his friends for a long weekend.”

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"I'm built for men who can handle a real woman," said Joclyn Stone, who's celebrating her 40th birthday by making her first appearance in 40Something. "If you like skinny girls or romantic sex, I'm not for you. If you like to fuck hard, I'm your girl." Joclyn is the second woman in this issue with a hairy pussy. "First of all, I don't like to shave," she said. "And second, if I want to make it in porn, I need to set myself apart. So, I'm a MILF, I'm not a skinny chick and I don't shave my pussy. I'm also a great fuck. I love when men slap my ass," Joclyn said. "It shows they appreciate what I have. I love when men grab my butt while I'm riding their cocks or when they're fucking me from behind. I love spreading my pussy for a man while he eats me out. It makes me feel slutty."

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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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"Worship my feet and you can have your way with me,” says MILF, Calliste Garnet. "I love it when I find a new, younger lover who is eager to please me and to learn how to satisfy women in general. I like to teach them from the bottom up, so the first thing I tell them to do is to get on their knees and kiss my feet. You can't teach an old dog new tricks, and the same goes for men. It's so fun to teach these young pups how to pleasure me. Sometimes I like to invite another woman into my sexual training sessions. I like to look down and see my feet resting on my lover's face while watching a hot woman suck his big cock. I always encourage my lovers to breathe deeply and enjoy the aroma of my feet. Sometimes I like for them to shoot their load all over my feet, only to have my lady friend lick my feet clean.”

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A lot has changed since Susan, 61, made her debut in 40Something #81 five years ago. "I got divorced," she said. "Being in your magazine made me realize how boring my sex life had become. Now it's exciting. The downside of getting divorced was I had to find a job," Susan said. "The upside is I've had the opportunity to explore more of my kinky side. It was always there. I've had my pussy jewelry for some time. But you can imagine how excited the fellas get when they find out that the lady working in the book store has pussy jewelry."

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Whoa, Layla. What in the hell is going on?
"OK, so I was sleeping over at a friend's house and I totally had the hots for her dad. So I followed him into the kitchen and pretended to get something to eat. I stuck my ass out to tease him and next thing I know we're fucking! Then his wife caught us! I thought I was in serious shit, but she jumped right in and licked my pussy."

How did you like fucking a married couple?
"It was pretty sweet. That old MILF showed me some tips, like how to deep throat the right way. And her husband is a stud. I've never been fucked that good before. The MILF was great at oral, too. I can't wait to fuck more older couples!"

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Arowyn White, a big-titted 42-year-old from Indiana, introduces herself by sucking cock and fucking. Oh, and by taking a dick between her big, natural tits, too. This is the kind of thing you gotta love: A trashy, busty, chunky blonde who's old enough to know what her body is best used for. Pleasuring men, pleasuring herself. Women with bodies like Arowyn's are rare on 40SomethingMag.com. So many mature women spend far too much time in the gym, hoping to somehow achieve society's ideal body. Arowyn is just happy to have big tits. "They make my men happy,” she said. "And they get me what I want.” Which is? "More men, silly!”

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This divorced GILF (grandma I'd like to fuck) is 5'6”, weighs 138 pounds and wears a 36C bra. "I got divorced after 34 years of marriage, so I took stock of my life and decided to do some things I'd never done before,” Joanne said. "That meant buying some sex toys and having some one-night stands and trying bum sex. I've even screwed some university boys and given them a helluva ride. My kids would be disgusted if they knew their mum went to pubs to pick up blokes to shag,” said Joanne. "But I deserve a sex life, and it's my choice; just as posing for these photos was. I'm certainly not going to shag some bloke who's my age. Even if he was in good shape and all jazzed up on some pill for his willy, he wouldn't be near as much fun as shagging, say, even a 40-year-old. I want guys who are skilled at fucking, adventurous, have plenty of stamina and will ride me and keep me cumming till I tell them to stop. I'm a happy GILF.”

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Cougars prowl bars and clubs looking for younger guys to fuck. This divorced horn dog believes in standing out from the crowd. "That's why I got my tattoos and body jewelry,” Lucy said. "Okay, some of it only my lovers get to see, but I know they are there and that's what matters.” Lucy manages the office for a large warehousing company that has a big turnover in staff. That suits her just fine. "We get some really good looking young guys working in the warehouse and I've had a few of them,” Lucy said. "No, not all at the same time! I swear them to secrecy on the promise of getting more pussy, but I know that the odds are real good that they'll be gone before long anyway. I took a couple of the guys home to my place to screw, another one I just fucked in my SUV, and the guy who took these photos got his piece of heaven in the warehouse one Sunday morning, and then I took him home. He was something of a keeper 'cause he had a big dick and a clever tongue!”

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"It seems like all I ever do anymore is fuck," Kelly said. "Getting a divorce was the best thing that ever happened to me." As you can tell from these photos, Kelly isn't the least bit shy. "I don't have time for shy," she said. "I only have time for sex. After I divorced my husband, I got into porn, and now it seems like I spend every minute of my days cumming. If I'm not getting fucked by some stud on camera, I'm playing with my dildos at home or eating out another girl's pussy. My life is one big, fantastic orgy."

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"It's fun playing nurse," Mishka Lee said. "I get to fantasize about what it would be like to be a naughty nurse who sucks off guys to meke them feel better. I'd be a very popular nurse! I once fucked on the hood of my car in the parking lot at work," said Mishka, who co-owns a sign-making business. "While he was fucking me, he grabbed my big tits and pulled them out of my top, then he stopped fucking me and came all over my tits. I don't think anyone saw us, but I can't be sure."

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When she made her 40Something debut in the May '07 issue, Portia told us, "When the children go off to school in the morning, I like to have sex sessions with delivery men, which I tape. I never tell my husband about it beforehand, but later that night, when the children have gone to bed, I'll put the tape on the video player in the bedroom. He likes to wank as he watches me fuck another man, then cum all over my stomach." Portia's hubby must have loved seeing his wife fucking and sucking a porn stud in the DVD Dick Hungry MILFs. "My hubby knew I was posing for 40Something," Portia said. "What he didn't know was I had already made plans to fuck a big-dicked porn stud I'd never met before. I managed to keep it a secret until the DVD came out, then I made a big ceremony out of it. I put on my sexiest stockings and bra, laid down in bed with him and started sucking his cock. Then I turned the TV on."

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Big-titted Rose Marie, a 58-year-old divorcee from Phoenix, Arizona, says the guys call her "Easy Rosie.” The reason is obvious. "I suck a lot of cock and fuck a lot of cock,” this former nurse said unabashedly. "I've been sucking and fucking a lot more since I got my divorce.” Rose Marie says guys are attracted to her big tits and "the fact that I dress like a tramp. But I've found out that the best way to get good cock is to act like you want it. And I want it!” Fucking on film wasn't a major deal for Rose Marie, who also said, "I really don't care who watches, as long as I'm getting laid.” We wish all women had her attitude.

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The first time Shawna Winters, a 42-year-old laboratory technician from Cincinnati, Ohio, realized it was time to divorce her husband was when she found herself staring at her hubby's best friend's crotch during a dinner party and daydreaming about what it would be like to have his cock in her mouth. The second time Shawna realized it was time to get a divorce was a half hour later, when she found herself on her hands and knees in the upstairs bathroom sucking the forbidden cock down to the balls. "It was the first time I'd ever cheated on my husband, and it was the last time," said Shawna, who still seemed a little embarrassed when she told the story. "I'd never thought of myself as a woman who would cheat on her husband. I'd always looked down upon women who did, but there I was, sucking my husband's best friend's cock and enjoying every single minute of it."

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Boy meets girl. Boy picks up girl. Boy takes girl home and fucks the shit out of her. Isn't that the way those old black and white movies of yesteryear used to go? No? Well, yeah, they did, except we never got to see the fucking part. We just had to guess. Ginger Taylor, a 46-year-old homemaker from Houston, Texas, doesn't keep us guessing. This guy picks her up on South Beach, and if timing is everything, he got it spot on. She says she's enjoying South Beach, recalling her younger, wilder days. Say what? She tells him she used to make "sexy movies.” Okay, now we're getting the picture. She's ready to relive her wild youth. He's ready to slam a big-titted MILF. And they fuck happily ever after. The End.

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"I'm just a small-town housewife who wants to have a little fun," said Lucy Holland, who lives in rural Georgia with her husband and two teenage children. "Everybody needs to let their wild side out once in a while." The first time Lucy turned her wild side loose was when she got a tattoo on her left breast. "I could tell my kids were outraged, but they didn't say anything," Lucy said. "They don't know about the next two things I did, of course. Very few people do." In the middle of what she called "an outrageous period of horniness," Lucy surprised her hubby by getting her nipples pierced. "He reacted to that with the biggest, longest hard-on I've ever seen. It was like one of those four-hour Viagra hard-ons. Once that happened, piercing my clit was like a no-brainer."

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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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This divorced hottie is 5'5", weighs 128 pounds and wears 38DD bras. She has an active and varied sex life. "I love role-playing where we both dress up and live out some scene or another," said Fancy. "If it involves screwing in different places and in lots of different positions, than so much the better. Just having sex in a bed is a last resort as far as I'm concerned."

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This divorced hottie is 5'5", weighs 128 pounds and wears 38DD bras. She has an active and varied sex life. "I love role-playing where we both dress up and live out some scene or another," said Fancy. "If it involves screwing in different places and in lots of different positions, than so much the better. Just having sex in a bed is a last resort as far as I'm concerned."

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Cougars prowl bars and clubs looking for younger guys to fuck. As a telecommunications sales rep, this 5'7" mature hottie runs into lots of horny guys on a daily basis. "I might go to lunch with a client (they're usually guys) or, occasionally, meet one for a drink after work, but that's it," said Lorelei. "I don't shit where I eat. When I'm in the mood for some new male company, I know some great, stylish bars and clubs where I can meet up with my girlfriends and pick up a sexy guy for the night."

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The first time Cheyanne Rivers appeared in 40Something magazine, back in SCORE Special #87, she told us, "The most fun any woman could have is cumming. No matter how bad your day is, if you have an orgasm, all of your problems seem to disappear." We're happy to report that her attitude about sex hasn't changed at all over the past five years. Oh, sure, other things about Cheyanne have changed. For one t