"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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