Brianna is a 40-year-old MILF from Las Vegas, Nevada. She's 5'2?, 106 pounds, and she dresses like this all the time. Why? "Because I like to attract attention,? she said. "Because I like to get laid.? In these photos, Brianna is standing on a street corner in Miami, Florida, dressed like a hooker. But the truth is, women in South Florida dress like this all the time. If this was New York City or Philadelphia, Chicago, even, you'd know for sure that Brianna was a hooker. But in South Florida, and even in Vegas, it can get confusing. Anyway, whether Brianna is a hooker or just trying to get picked up, the result is the same: She gets fucked. Hard and deep. Check out the gyno photos in this pictorial in which you can see the cock spreading her tight pussy. "I felt like my pussy couldn't stretch anymore,? she said. "God, that cock was so good!? Glad you enjoyed it, Brianna.

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This video opens with some dude sitting in Joclyn Stone's kitchen, getting served breakfast (or something). The guy eats like a slob, he drops crumbs all over the place, but somehow, that turns Joclyn on. Hey, what can we say? EVERYTHING turns Joclyn on. Of course, the big question is, "What's this guy doing here in the first place?? Apparently, he's a friend of Joclyn's son, which reminds us of one of our cardinal rules: NEVER LEAVE YOUR FRIENDS ALONE WITH YOUR HOT MOM! Hear that, guys? If you do, before you know it, he'll be slapping his big wiener against her big, fat tucchus, and then all hell is gonna break loose. Okay. Forget about your mother for a second. Forget about your friends. Just watch Joclyn and jack it. Her orders, not ours.

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Actress. Model. Stripper. Gigi has led an eventful life, most of it in front of the camera or performing for horny men, and now it's time for her biggest role: centerfold in 40Something. "I'm ready for my closeup,? she said, laughing. Gigi spent most of her life living in Honolulu, Hawaii, but recently moved to South Florida. "The whole time I was in Honolulu was adventurous because of the vacation type of energy that makes everyone horny,? Gigi said. "But I decided I wanted a relationship, and that's why I moved to South Florida. I'm ready to explore my opportunities and take advantage of them. That's what being in 40Something is all about. I'm ready for something different.?

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"I've never met a man who can resist my ass,? said Joclyn Stone, who's back to fuck for the 40SomethingMag.com cameras for the first time. "You wouldn't believe how many times I've heard guys say to me, ?Oh, her ass is too big,' but when I offer it up to them, they're always takers.? Joclyn has gotten the same reaction to her hairy pussy. "Guys say they're into shaved these days, but don't believe it. Guys are into pussy, and I've never had a guy say to me, ?Oh, Joclyn, I'd fuck you if only you'd shave your pussy.' No way. Shaved or unshaved, they want it.? Thanks for clearing that up, Joclyn.

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Here, Rose Marie, a 58-year-old divorcee from Phoenix, Arizona, is a masseuse. Say what? Dressed like that, in skimpy lingerie with her big hooters hanging out? Hey, we didn't say she was a licensed masseuse, did we? The idea here is that the guy needs a shoulder massage. The problem is that as a masseuse, Rose Marie sucks. Sucks cock, that is. And fucks it, too. Women like Rose Marie are giving masseuses a bad name. Or a good name. It just depends on whether you care more about your shoulders or your cock.

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Here at 40Something, we love the woman-next-door. You know what we're talking about. The hot 40something in line in front of you at the supermarket. The 50something you saw jogging in the park with her husband. The real-estate agent who just helped you find a new apartment. Hot. Sexy. But not a porn star. Just an everyday woman. That's 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. And we love making fantasies come true.

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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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Karen, who's married and swings a lot (to the point where she even takes it up the ass in her swinging life) is a feisty one. Sexy and sexually aggressive. A loyal wife of over 13 years, this 46-year-old MILF has rewarded her husband with the kind of life many men only dream about. "I love to cook and entertain at my home almost as much as I love to have sex,? Karen said. "My ideal evening would be to invite a group of hot men and women to my home and prepare all of them a huge, delicious meal. After dinner, it'd be time for the entertainment: a marathon orgy. Everyone always leaves my house parties satisfied, even if I have to make sure of it myself.? Here, Karen entertains one man, and a very lucky one at that. View on!

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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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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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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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Casey doesn't feel like working. She feels like fucking. Hey, that kind of thing happens around here all the time. So, when some married man comes into her florist shop looking for some makeup flowers because he cheated on his wife, Casey doesn't see what the big deal is. Hey, so he fucked another woman. Casey wouldn't care. Her hubby fucks around all the time, and she's okay with that. As long as she gets her share of strange cock, too. You can guess what happens next. Married man decides that Casey is his kind of woman, and when she gets down on her knees and starts sucking his cock, he doesn't stop her. Wife? What wife? Flowers? What flowers?

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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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Arowyn White, a big-titted, 42-year-old blonde from Indianapolis, Indiana, makes her debut on 40Somethingmag.com by fucking and sucking a big one. She's a refreshing change of pace from a lot of MILFs you see these days. You know, the ones who can't pull themselves away from the gym for more than five minutes. The kind that think men are turned on by skin and bones. Not Arowyn. She has big tits, big tits, a big ass...she's a big girl, and she's proud of it. "Tits and ass are some of the things that separate women from men,? she said. "I like my men to have something to grab onto so they know what they're dealing with.? With Arowyn working your knob, you'll always know what you're dealing with.

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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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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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The opening of this video might be the hokeyest thing we've ever seen, but that's okay. Ginger, a 46-year-old homemaker from Houston, Texas, shows us her tits (very conveniently, we might add), then uses the dildo she conveniently hid by a tree to pleasure her pussy. We also get to hear her sexy MILF voice, which is always a plus. "Doing this video was just a lot of fun, partly because I got to do myself outside, which doesn't happen too often," she said. "I'm going to have to make it happen more often."

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