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Payton Hall, a 50-year-old real-estate broker from Phoenix, Arizona (born in Portland, Oregon) makes her 40SomethingMag.com debut by stroking and then sucking a lucky dude's cock. The woman has skills. In these photos, she seems to be trying to figure out how many ways she can suck a cock. One of our favorites is when she lifts a leg high to give us a clear view of her MILF cunt while she's sucking. She also doesn't shy away from a face-fuck, either. Not at all.

Payton is pretty and slutty, which is a nice combination. She's 5'2", 104 pounds. She's a basketball fan, and when we asked her about her hobbies, Payton said, "I like sex a lot." Preference: young guys. Sexual fantasies? "I pretty much live them," she said. "I have a great boyfriend who is very flexible. We don't have rules, so we enjoy lots of other people and situations. We swing!"

Payton is here with his blessing. She plans on sucking him off while he looks at these photos. Imagine that while you enjoy.

See More of Payton Hall at 40SOMETHINGMAG.COM!

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It happens all the time. A middle-aged white woman sexually inflamed by raging hormones is neglected by her husband. Desperate for pussy stuffing, she seeks satisfaction with black cocks. Such is today's case with Jennifer Janes, a wife and business owner from Burlington, Wisconsin. She bids her husband good day and promises him a fine dinner when he gets home. As soon as he leaves, a tall, black man emerges from behind Jennifer. Jennifer is in love with his dick. She becomes his cunt-slave, begging for harder and harder thrusts in all positions. The woman is insatiable, but our man is up to the job. He likes to make old white women his fuck-dolls. Jennifer's life now has new meaning. Her stud squirts his load in her mouth, and she drinks the sap of his balls, savoring every drop. She makes him promise to fuck her again as soon as possible. How will she be able to make dinner for her husband after being slammed by the brotha? Life goes on.

See More of Jennifer Janes at 40SOMETHINGMAG.COM!

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Carrie Romano has a secret. You're looking at it. Of course, it's no secret that Carrie is a sexy lady. She's 56 and has one of the tightest bodies we've ever seen. But what her co-workers in Miami, Florida don't know is that when Carrie called in sick recently, she wasn't really sick. She was at our studio. Doing this. "They think I'm conservative," Carrie said. Have they got her wrong! Carrie had no intention of becoming a model when she posted her photos on a swingers website. She was looking for some new playmates. But her pretty face and tight body caught the attention of one of our recruiters. "He emailed me," Carrie said. "My husband had always wanted me to do porn, and I'd always wanted to try it, so this seemed like the right time." Carrie describes herself as "conservative," but these photos (and her two XXX videos at 50PlusMILFs.com) say otherwise. "Oh, my pussy is so wet," Carrie says as the stud has his way with her pierced pussy. "Cum all over my tits," she says while offering up her big, pointy breasts. In another scene, Carrie gets drilled hard by a black stud with a monster cock, and she takes every inch, enjoying every thrust. "What would I say if somebody from work saw my photos and asked me about them?" Carrie said. "I'd probably say, 'You naughty boy. What are you doing looking at dirty magazines?' And then he'd blush, and then I'd probably ask him, 'Did you see my videos?' And then he'd blush again, and I'd know that he had. See? We all have secrets. I love mine!"

See More of Carrie Romano at 40SOMETHINGMAG.COM!

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Naughty Alysha is in bed, stuffing her pussy with her fingers, and what does her husband do? Sleep, that's what. He's got a horny, sexy 40something in bed next to him, sucking her pussy juices from her fingers, and all he can do is sleep. What's a woman to do? Well, in Alysha's case, sneak downstairs to where her son's best friend is sleeping on the couch and wake him up with a blow job. And what guy doesn't love being woken up by a blow job, especially by his best friend's mom?

So starts Alysha's first hardcore scene at 40SomethingMag.com in over nine years, and it was worth waiting for. Alysha uses her mouth to make love to his cock, so by the time this dude wakes up, he's rock-hard in her mouth. Resistance is futile. A woman never has more power than when she has your dick in her hand or her mouth. Then she gets fucked hard and deep, moaning, not caring who she wakes up, and when her son's best friend needs to shoot his load, he fires away deep inside Alysha's pink, pulsating cunt.

Yep, it's a creampie for Naughty Alysha, and a well-deserved one at that. And here's the good news: There's lots more of Alysha to come.

See More of Naughty Alysha at 40SOMETHINGMAG.COM!

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"I love to be watched," Barbie Lynn said. "That's why I decided to model for 40Something. What could be hotter than being watched by thousands of men at the same time, and they all have their cocks in their hands!" You've got that right, Barbie. And in about a second, many of those guys are going to squirt all over your pussy. "Yummy! I just wish I could watch." Long-legged Barbie Lynn was born in Texas and now lives in the Pacific Northwest, where she's living the life of a wild divorcee on the prowl. "One time at a local adult club, my date arranged a surprise gang bang for me," she said. "I don't know how long it lasted. It must have been hours. All I know is that 15 guys must have fucked me, and when we were done, I was drenched in cum." We asked Barbie if she plays any sports and she said, "Do orgies count?" We asked her how often she has sex and she said, "As often as possible. Sometimes three or more times a day." We asked her how she'd be dressed if we saw her in public and she said, "I love to dress sexy. Stilleto heels and short skirts to show off my long legs. Stockings and all the accessories. I call it my 'Fuck me' gear." Barbie once tried pussy because she thought it might be fun then decided cock was the only item on her menu. "My fantasy is to have a stranger approach me in a bar and take me from behind," she said. "I don't wear panties when I wear a dress, so all he'd have to do is lift my dress a little and slide right in. Don't worry about lube. My pussy is always wet." And after you shoot your load, don't leave. With Barbie, the night's just getting started. "We'll go back to my place so you can explore every inch of my body. But it's not all about me. I know how to please my partner and make sure we're both satisfied." We never had any doubts.

See More of Barbie Lynn at 40SOMETHINGMAG.COM!

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How naughty is Naughty Alysha? Naughty enough to stuff her 40-year-old pussy with thick, giant dildos, as we saw on a recent 40SomethingMag.com posting. Naughty enough to sneak downstairs in the middle of the night while her husband is sleeping because she's horny for her son's best friend. His name is Johnny, and he wakes up with Mrs. Morgan's hand down his briefs.

"But Mrs. Morgan, I'm your son's best friend!" Johnny protests weakly.

"Shhhh," Alysha says. "Mr. Morgan is sleeping upstairs."

Resistance is futile. Mrs. Morgan wants Johnny's cock in her mouth and in her pussy. Is Johnny aware of Mrs. Morgan's love for monster dildos? Probably not, but he need not worry because although Alysha's cunt is extremely accommodating when it comes to huge dildos, it snaps back into position for regular cocks, too. So he doesn't have to worry about satisfying Mrs. Morgan.

"I'm always satisfied," said Alysha, who just might be the nympho we all dream about.

Oh, and did we mention the creampie in this scene? Guess we just did!

See More of Naughty Alysha at 40SOMETHINGMAG.COM!

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Jenna Bouche, a 44-year-old, happily married woman from Jacksonville, Florida, continues her 40SomethingMag.com debut with an introductory interview, followed by her first video tug job. Asked if she'd fantasized about what you're about to see her do, Jenna says, "I'd thought about it often, and most of my adult life, I never had the confidence or the courage or felt free enough to do it."

Part of the reason Jenna felt free enough to do it this time is because her children are grown and out of the house. She's a swinger. She sells life insurance. And she can stroke cock and talk at the same time. Even with her husband watching from across the room.

Jenna has impressive skills with her mouth and tits. Should we invite her back to see how the rest of her works?

See More of Jenna Bouche at 40SOMETHINGMAG.COM!

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"I was raised in a conservative, religious household and community, so I denied my desires until about the age of 35," said Jenna Bouche, a happily married 44-year-old from Jacksonville, Florida. "Since then, I have been fortunate to have fulfilled many fantasies, but a few remain and new ones emerge."

Being at 40SomethingMag.com, jacking one of our studs to orgasm, talking dirty along the way, was definitely one of her fantasies. And another?

"To be the sexual focus of several men at once. I always love being the center of attention."

Although, in these photos, Jenna makes JMac's cock the center of her attention, she's the center of ours, and Jenna smiled when we pointed out that thousands of men would be jacking to her photos.

"That makes me happy!" she said.

A few details about Jenna. She played softball when she was young and is now an avid runner, having competed in several marathons and triathlons. She works in sales. She can be a dominatrix when the mood strikes.

"In general, my husband and I have a wife-led marriage," she said. "I discover more and more about myself with every sexual encounter, so you never know where that might lead."

Jenna, we hope you learned something today. We did. We learned that we have the hots for Jenna.

See More of Jenna Bouche at 40SOMETHINGMAG.COM!

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Ivan needs condoms, and who better to go to than the guidance counselor, sexy MILF Jenny Mason. Unfortunately, she's out of condoms. Fortunately, she has a solution: anal sex! A girl can't get pregnant when she gets fucked in the ass or, as Jenny so nicely puts it, "You don't have to worry about getting pregnant if you take it in the rear."

As Ivan is about to find out, 43-year-old Ms. Mason is one of those guidance counselors who believes in showing as well as telling. Turns out you can't get pregnant from sucking cock and balls, either. But what's most interesting about this video is that even though Ivan's cock does go from Jenny's mouth to her asshole, he ends up fucking her pussy. Uh-oh! Danger zone! Is Jenny going to have Ivan's baby?

No worries. Jenny sucks off Ivan again and has him cum in her mouth. And that, of course, is another way to keep a girl from getting pregnant while still emptying your nutsac.

See More of Jenny Mason at 40SOMETHINGMAG.COM!

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"Ivan, you can tell me anything," guidance counselor Jenny Mason, 43, says to her student Ivan. "What you say here is confidential."



"Well, Ms. Mason," Ivan sputters. "I need to score some condoms from you. My girl wants to go all the way. I heard you have condoms for free."



"Sorry, Ivan, but I'm all out of condoms," Ms. Mason says. "You're the tenth student that's come by this week. The school is supposed to receive more next week."



"I can't wait till next week," Ivan protests. "What if my girlfriend changes her mind?"



"Well, there's always oral sex," Ms. Mason offers.



"I'm over blow jobs," Ivan says. "I need something new, but I don't want to knock her up."



"Well, if it's pregnancy you want to avoid, there is one way to have sex, but your girlfriend might not be ready for what I'm about to show you," Ms. Mason says.



Show him?



"You see, Ivan, first you undress your girl friend and bend her over. You get her asshole nice and wet. Then you bend her over and whisper in her ear, 'I'm going to fuck you up the ass now.'"



Yeah, that's right, show him. Because in this guidance counselor's office, nobody goes out into the world without hands-on experience. Not to mention cock-in-the-guidance-counselor's-ass experience.

See More of Jenny Mason at 40SOMETHINGMAG.COM!

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It was the great Paul Simon who sang, "There Must Be 50 Ways To Leave Your Lover." Here, we're singing, "There Must Be Six Ways To Fuck A MILF's Asshole."



You just slip it in the back, Jack.

Shove it in her rear, ya hear?

You don't need to be coy, Roy.

Just get your cock free.

Hop on her butt, Gus.

You don't need to discuss much.

Just pound that trunk, punk.

And get your cock free.



Or something like that.



We're not songwriters, you know. Just a bunch of guys who know a good anal MILF scene when we see one.



The stars of this video are Rose Marie, Raquel Sieb, Karen Kougar, Daisy, Lativa and Melanie.



There must be Six Ways To Fuck A MILF's Asshole.

Which is your favorite way?

See More of Karen Kougar at 40SOMETHINGMAG.COM!

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You know it's a special issue of 40Something when you have a librarian (Cristy Lynn) in one pictorial and a 76-year-old granny getting fucked by two guys in another. But that's what makes 40Something the world's greatest MILF mag: You never know who's going to show up and what they're gonna do. So here's Sandra Ann, our oldest model ever, back in action! This layout attempts to answer the oft-asked question, "Can a 76-year-old woman ever get enough cock?" In Sandra Ann's case, the answer is no. She sucks Lucas's big, black cock while jacking John's white tool, then sucks the other while jacking the first. She sucks hard and jacks hard, then gets on all fours to get fucked from behind by white cock while sucking more black cock. "Oh, fuck that pussy!" she moans. My, granny, what a horny, filthy slut you are! Sandra Ann is an amazing woman. She's into sex in public places. She once fucked a man while he was driving a motor home (she sat on his lap, and he looked over her shoulder as she worked her pussy over his cock). And while her 70something friends are sitting at home on the couch watching TV, Sandra Ann is getting fucked by two studs she met about five minutes earlier. "Two's just getting started for me," Sandra Ann said. "Why do you think I have GANGBANG QUEEN tatooed on my right breast? I got it with my money from 40Something. I'll definitely pick up a guy I just met and take him back to my place and fuck him," Sandra Ann said. "I might even suck him off on the car ride home. A lot of guys, especially the young ones, are surprised by that behavior. They see this nice little old lady in the grocery store and offer to help her with her groceries, then before they know it, they're sitting in her car with their cock in her mouth and calling their friends to see if they want to join in. I know at my age, I'm supposed to be home knitting. I prefer fucking."

See More of Sandra Ann at 40SOMETHINGMAG.COM!

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"I was always very self-conscious of my body," said Stacie King, a 43-year-old wife and mother of two. "I always got undressed with the lights off. I never knew what toys were until I was in my 30s. I never played with toys. I'd get compliments from people who told me I had a nice body, but I'd think, 'They're seeing me with my clothes on. They don't know what's underneath."

Here, we get to find out as Stacie seduces her step-son's friends and has a wild, interracial threesome. Coupon-cutting Stacie quickly turns into cock-sucking Stacie when her step-son leaves to pick up his dad and ends up getting fucked every which way before being rewarded with a double cum facial.

"It's something I never would have dreamed about doing when I was in my 30s," Stacie said. "Never. No way. But my husband loves it. I hope you guys like it, too!"

See More of Stacie King at 40SOMETHINGMAG.COM!

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"Why did I get into porn?" Robin Pachino asked rhetorically. "Because I wanted to get fucked by young studs. Because I thought it was the best way to enjoy anal sex. Because my life was boring and I needed some excitement." She's getting lots. "I love the way you guys tried to glam me up for these pictures," she said. "It didn't work. I'm not glamorous. I'm bad!" Robin was just starting out in fuck films when she debuted in 40Something in 2006. We brought her back recently because we needed a nasty, dirty MILF to pair with Honey Ray for a wild three-way with hung, black stud Lucas Stone (you can view the scene at 50PlusMILFs.com). "Me and Honey hit it off right away," Robin said. "We shared everything. I ate Honey's pussy while Lucas fucked my ass, then we ate his cum off of each other's faces. I'm lucky that I love anal sex," Robin said. "Men love my ass and always want to fuck it, and I'm not the kind of girl who likes to say no." Robin almost never says no, but it didn't matter here. We didn't even have to ask her to fuck her asshole with a dildo. "I get a lot of pleasure from having my ass played with," she said. "My entire body is a pleasure center. One of my favorite parts of my scene with Honey Ray was when I was on my back getting ass-fucked by Lucas, and Honey Ray was kneeling over me rubbing my clit. Honey Ray didn't take it up the ass this time, but I definitely think I got her intrigued. I told her, 'Honey, you don't know what you're missing.'" These days, Robin isn't missing much. "My ex-husband says I'm a slut. I tell him he's an asshole for losing the best piece of ass he'll ever have. Eat your heart out, baby!"

See More of Robin Pachino at 40SOMETHINGMAG.COM!

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So Alex invites his friends Lucas and JMac, over to his house to watch the game, and Stacie, being a good step-mom, has prepared the boys some snacks. Chips. Burgers. Drinks. Wings. But, suddenly, Lucas and JMac aren't watching the game, and although they're hungry, their hunger can't be satisfied by food. "Dude, your mom is hot," one of them says. "She's my step-mom, actually, so I'll let you say that shit this time," Alex responds, a bit taken aback. Well, a few minutes later, wouldn't you know it, Alex gets a call from his father. Dad's car has broken down, and now Alex has to go pick him up...and leave Lucas and JMac alone with his step-mom. So Alex leaves, and Stacie is sitting at a table near where the boys are sitting, cutting coupons, looking over her shoulder at the boys, who are starting to get the message and sending a few of their own. "Dude, are you thinking what I'm thinking?" "Yeah, but you think she'll go for it? I mean, it's his step-mom." You can probably guess most of what happens next. What you probably won't guess is that 43-year-old Stacie gets fucked in the ass by both of her step-son's friends. Hey, it's not her fault the damn car broke down!

See More of Stacie King at 40SOMETHINGMAG.COM!

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"I like new experiences. Trying different things. I like to have sex," 45-year-old Sahara says at the start of this video. Asked if she's comfortable being naked in front of people, Sahara says, "I love it." But does she love having sex in front of people? Watch the video and find out.

"I like to workout," Sahara says. "I like to socialize. I like to hike. I like to bike."

Then Lucas walks in, and he's absolutely huge compared to her, and we're not talking about his cock (although that, too). Lucas eats Sahara's hairy pussy, and she obviously likes that. He tickles her asshole and makes her squirm, and now we know that Sahara enjoys having sex in front of people.

At only 112 pounds, Sahara is a little woman, but she can take a big cock and a big load...on her face. Just thought we'd throw that in.

See More of Sahara Blue at 40SOMETHINGMAG.COM!

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She's the type of woman who inspired MILF mania back in 1999, when American Pie changed the way the mainstream public thought about older women. Blonde and beautiful with a tight body. She looks like she might have been an exotic dancer or a porn star, but no: Julianne Spencer is getting naked on camera for the first time, and we get to watch! "My friends are always telling me, 'Julianne, you have such a great body. If I looked like you, I'd pose for a men's magazine.' I never took them seriously, but then I was in a store and saw 40Something magazine. I saw the ad for models on the back cover--you know, the one where all the hot ladies are with sexy studs--and I thought, 'That might be a lot of fun.' But I'll let you in on a little secret. I didn't tell my friends I was coming here." Julianne doesn't plan to let her friends in on her secret until this magazine comes out. Then, she said, "I'm going to buy five or six copies and invite my friends over for coffee. I'm going to lay out the magazines on my coffee table so when I'm in the kitchen getting everything ready, they'll see the magazine for the first time. I can't wait to see their reactions." What does she think their reactions will be? "Anywhere from, 'I can't believe you did it!' to 'Julianne, you little slut.' I hope they think I look great. Most of my friends are going to be seeing my pussy for the first time," Julianne said. Most of them? "Well, not all of them. I've had sex with a couple of my friends and their husbands. One of my friends, we get together pretty regularly when our guys are out of town. I call her my pussy pal. She calls me her cock substitute because I like to fuck her with a strap-on." And what does Julianne think about her photos? "I think my pussy looks great. Don't you?"

See More of Julianne Spencer at 40SOMETHINGMAG.COM!

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Tiny Sahara Blue gets fucked by Lucas's huge, plastic-wrapped cock in her return to 40SomethingMag.com. Sahara, who was born in Taiwan, China, and now lives in Phoenix, Arizona, had never before modeled nude, and wouldn't you know it, in her first two hardcore scenes, she took on two huge cocks: first JMac's and now Lucas's. Damn impressive for starters. "I loved it," she told us. "I figured if I was going to do this, I might as well go all the way. I've always fantasized about getting fucked by a big-dicked porn stud, and now I've had two." Sahara is a traditional woman whose friends would be shocked to see her here. She's a business analyst in Phoenix, and she doesn't like to talk about sex. She prefers to do it. "This is so out of character for me," she said. "But I'm really happy that I had the chance to do it." So are we, Sahara. And we hope you enjoyed your facial. Lucas had to rip off his rubber to give it to you.

See More of Sahara Blue at 40SOMETHINGMAG.COM!

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It's difficult being a single, divorced woman with a teenage daughter. Kristyna's on the phone with a friend, bemoaning the difficulties of child-rearing.

"I hate to say this," 43-year-old Kristyna says. "She's my daughter. Well, she's turning into a slut."

Suddenly, Kristyna hears something going on upstairs, and when she investigates, she finds Asante, practically naked, lying in her daughter's bed.

"Who the hell are you, and what are you doing in my daughter's room?" Kristyna asks.

"Your daughter said I could crash here," he says.

"Did you and my daughter fuck?"

"Yeah. Just a little bit."

A little bit? "How does one fuck a little bit?" Kristyna wonders.

"She just has a thing for black guys," Asante explains. "She likes 'em large."

What does he mean by large? And how large?

Well, like daughter, like mother, Kristyna is about to find out.

See More of Kristyna Dark at 40SOMETHINGMAG.COM!

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There's nothing like a girl's first time, especially when she's a nurse (yes, we did say "nurse"), and engaged (yes, we did say "engaged," as in to be married). Say hello to Ginny May, a 41-year-old bundle of tits, ass and pussy from Seattle, Washington who's now living in Canada. Ginny found us while surfing the Internet--she was getting off on some porn--and her soon-to-be-hubby encouraged her to send in some photos. "He's very excited about this," she said. "So am I." Ginny is a swinger and an exhibitionist, and although she had never posed nude or had sex on-camera before walking into our studio, her pretty tits, full, fleshy ass and pierced pussy told us that it was only a matter of time. "I'm very horny," she said. "Like I said, that's how I found out about 40Something in the first place, and fortunately, my fiance is very willing to share me with others." Good thing or else her marriage would be doomed. "I fantasize about having a cum shower," she said. "I want three to five guys. It would be nice if I had them all at once. A basketball team would be good." Ginny May fluttered her eyes. "I'd have to put an ad on the Internet so they can apply. Or maybe the 40Something readers can write in and we can set something up." Where would it take place? "Outside would be good. I like having sex outdoors." Ginny May works at a hospital, and two of her nurse friends knew she was coming here to pose nude and get fucked. "They think it's neat," she said. "They wish they could do it, too. I'm going to tell them all about it when I get home." All about how one of our studs made a creampie out of her pussy and how another of our studs fucked her tight ass? "Maybe I won't give them all the naughty details," she said, "but I'm gonna tell them where to find my pictures and videos. But the other people at the hospital, I hope they never find out. I don't think they'd approve of what I did." As you prepare to shoot your load on Ginny May's ass or maybe deep inside her pink cunt, you might like to know that she played basketball in high school and enjoys skydiving. Her hobbies include going to gravel pits to "look for cool rocks," and she once had sex in the back pew of a church... after church, of course. Now uncork those cum showers, men!

See More of Ginny May at 40SOMETHINGMAG.COM!

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