Here's another look at Brianna, a 40-year-old singer/songwriter/entertainer from Las Vegas, Nevada, and, yeah, she's fucking again. This is a mature chick who has "slut" written all over her. Her face looks like it was meant to be fucked, her pussy like it was meant to be stretched by a cock. "I've actually had men come up to me and say, 'You look like you need a good fuck,'" Brianna said. "That line never works, although it definitely gets me thinking." It just goes to show ya, even a chick like Brianna needs to be treated with a little respect once in a while...before you slam her cunt hole and jizz her face. Join 40SOMETHINGMAG.COM Today!

Here's the video version of Erica Lauren's first anal scene for 40Something, and we'd like you to take note of a few things. First, it's obvious that Erica is a very pretty, sexy 40something, but if you saw her in the storepicking out, say, a zucchini or a cucumber for that night's dinnerwould you ever think she was a porn star? No, you wouldn't. But she is! An anal porn star, no less. Second, check out how easily Erica takes that cock in her ass. Now, as our stud told us, Erica has a tight ass. But her asshole functions almost as a second pussy, accommodating that cock with no problem. You know how some women say anal is painful. They should ask Erica. "Anal isn't painful," Erica said. "It's pleasurable." Take it from Erica. She's 54. Old enough to know better. Old enough to know what she wants: a cock in her ass. Join 40SOMETHINGMAG.COM Today!

"I never thought I'd be having so much sex when Iwas 54 years old, said Heather, who's making her 40Something debut in a big way as this issue's covergirl. "When I was in my 20s and 30s, I didn't even like sex. But I sure do now! When Iwas married, sex was just another chore for me, said Heather, repeating a tale we've heard so many times. "But then Igot divorced and started going out with some of my single friends. We'd go to the local casino and get picked up by men who loved action and loved to fuck and knew how to treat a woman. Before long, I loved sex! Join 40SOMETHINGMAG.COM Today!

We've seen Erica Lauren, a 54-year-old from Los Angeles, California. But this is the first time we're seeing her with a cock in her mouth, pussy and, yes, her ass. This devoted wife and mother has gone the porn-star route! "I have sex almost every day, either with my husband, a couple we met or on camera with a hung stud I didn't even know an hour earlier, she said. "I'm having more sex than I ever had in my life, and I'm loving it. Even anal! Even anal? "Well, you know how most women think they don't like it? They should try it. They'll love it. Good advice for a woman who's old enough to know. Join 40SOMETHINGMAG.COM Today!

In her first video, Lorena Ponce, a 44-year-old divorcee from Southern California, not only shows off her body. She kinda directs the shoot, too, telling the cameraman when to move in and when to move back. Is she the kind of woman who will direct a man in bed, too? "Maybe, she said teasingly. "You could say I know what I want, but I shouldn't have to always ask for it. Yeah, right. Slam the salami between Lorena's big tits. Fuck her mouth. Slip your sausage inside her mature pussy. We betcha Lorena won't tell you to move back. Join 40SOMETHINGMAG.COM Today!

Terri Vargas, a 45-year-old divorcee from a suburb of Minneapolis, Minnesota, used to be one of "those women. You know the type. Married. Looks down upon women who aren't married. Seems to notice every time the divorcee living down the block has a date. Refers to her as "that slut when speaking to her equally judgmental friends. Then, when she gets behind closed doors with her husband, just lays there like a log while hubby does his business. Might as well pick up a book and read it while the poor guy tries to fuck her disinterested pussy. Yeah, you know the type. And you don't like her one bit. "Iwas a terrible person, Terri recalled as she slipped off her bra and turned around to show off her shapely ass. "Ihad something to say about every single or divorced woman who was getting laid, and meanwhile, Iwas miserable. My marriage was totally unfulfilling. Ihadn't had good sex in 10 years, and at least part of that was my fault because I didn't care about sex. Sure, I went to the gym and kept myself in shape, but that was because Iwanted to look good in the expensive clothes I was always buying for myself. But sex?I definitely didn't care about sex. "But my husband did. Yeah, her husband did. And she takes part of the blame for the fact that he had had an affair with about 20 different women over the course of their marriage. "I'm not excusing his affairs, Terri said. "I'm just saying that men have needs, and if their wife isn't satisfying those needs at home, he's going to look elsewhere. That's just a fact. Of course, it would've been easier if he had told me he was unhappy. Easier than going to a local hotel restaurant with her friends for lunch and seeing her husband, who was supposed to be at work, getting off of the elevator with his 27-year-old secretary. Easier than hearing him admit, in a fit of anger, that he had to "find something to fuck because your pussy was dead for 20 years. Easier than her asking him, "How many women have you slept with? and him replying, "I'd say 20, but I lost count. Now, another woman might have been angry. Another woman might have been hurt. "But I've never been like that, Terri said. "Whenever I've been confronted with a crisis, I'vealways said, What could Ihave done to prevent it?' In this case, my marriage was over. There's no way I could have stayed with him. But Ialso realized that if I didn't change in some way, I'd be unhappy for the rest of my life. Not wanting the di-vorce to drag on, Terri reached a comfortable settlement with her husband that enabled her to keep the house. And then, one day... "After I took my morning shower, I stood in front of the mirror, just looking at myself, she said. "Iguess you could say I was taking inventory of my own body, and I liked what I saw. Ithought I looked pretty good for my age, which at the time was 43. So Idecided to do something I never, ever would have done when Iwas married. I grabbed my shortest skirt and hemmed it to make it even shorter. Then I put on a push-up bra and a white, button-down shirt, but Ileft the top three buttons open. The shoes I couldn't do anything about be-cause I didn't own any sexy shoes, but Ihad to make do. Then I got into my car, drove over to St. Paul and walked down a busy street. It was amazing. I felt like every eye was on me. At least every man's eye. It was quite a turn-on. Ifelt something in my pussy I hadn't felt in a long time. I was horny. "It was summer, so I sat down to have lunch at an outdoor cafe. I crossed my legs as sexy as I could, and Inoticed that an attractive man, probably about my age, was looking at me. And Ifound myself flirting back! Me! So he came over, and one thing led to another. Of course, I checked his left hand first. No wedding ring. After what I'd just been through, Iwasn't going to have sex with a married man. Anyway, to make a long story short, we got a room, and we fucked for hours, but what was amazing about it was that I sucked his cock, something I hadn't done for my husband for years, and I rode his cock. This after years of doing it only missionary style. "And you know what else was amazing?I came! For the first time in six years, I came! I enjoyed sex, and Iwanted more. I wanted his cock all day, and Iwas disappointed when he said he had to go back to his office for a meeting. "But I'll tell you what else was amazing. He asked me for my phone number, and Iwouldn't give it to him. I actually said to him, You know what? That was really nice. Let's just enjoy it for what it was.' Well, we both knew what it was:a cheap fuck! Terry remembers the date of that big event: August 8, 2006. "The day that changed my life, she said, spreading her naked pussy for em-phasis. The day I be-came the neighborhood fuck slut. The day I became the woman me and my friendsor, shall Isay, my former friendshad looked down upon for all those years. The woman, as I realize now, I was secretly jealous of because I wanted to be her. "Now I'm the neighborhood fuck slut,slipping a finger inside. "And it feels great! Terri officially became the neighborhood fuck slut a month after her encounter in St. Paul. It was just before dawn, and she was getting ready to go out for a run. "I'm standing in front of my house, and I look down the street, and there's a strange man walking to his car,she recalled. "I figured he had to be coming from Doris' house. Doris was the neighborhood fuck slut. You know, the divorcee who me and my friends were always talking about. "So I'm thinking, He just spent all night fucking Doris.' And then Ithought, I'm going to be his sloppy seconds.' So I jogged down the street, and just before he got into his car, I said, Hi, I'm Terry. I'm Doris' neighbor. Would you like to fuck some more? "Well, of course he did. No man is going to turn down that offer. Not that I gave him the chance. I got down on my knees, right there in the street, and started sucking him off. I don't think anybody saw us. It was early. But I didn't care. "So we get back to my place, and we're starting to have sex when I think, He's been in Doris' pussy all night. Ineed to give him something different.' So I said to him, You didn't fuck Doris' ass by any chance, did you?' He was shocked, but he shook his head. Then I said, Good. Fuck mine.' "Well, that was the first time I'd had my ass fucked in 10 years, and it was great. It must've been even better for him because my ass was really tight and he came in less than a minute. "That's also the day my friends became my ex-friends. You see, one of them saw this guy leave my house, and she told everyone else. Now I was the new neighborhood fuck slut. Me, who didn't even enjoy fucking her husband. And I've never been happier! Now there's no turning back for Terri...well, except for one thing. "Recently, I knocked on Doris' door, and when she answered, I apologized for all the bad things I'd said about her. And next week, we're having a threesome! Join 40SOMETHINGMAG.COM Today!

Pretty face, nice tits, firm ass. That's Lorena Ponce, a 44-year-old divorcee who was born in Anaheim, California, lives in San Diego, California, and will soon be making her magazine debut as a 40Something covergirl. "Sexy to me comes from within," she said. "It's the way a person carries themselves with confidence and pride. Sexy is a twinkle in the eyes, a beautiful smile and the way someone walks. A confident yet humble man isn't afraid to ask for what he wants. I'm usually assertive sexually, but sometimes I just want to be taken, and I need a man who has the confidence to do that." Are you that man? Join 40SOMETHINGMAG.COM Today!

Liz Summers, a 43-year-old personal trainer from San Diego, California, knows that exercising every day is a great way to stay in shape. But fucking is a great way to stay in shape, too. These days, she's fucking more than ever. "I went through a kind of an exploratory sexual time when I was in college, then it slowed down as I got older and then married, she said. "I was loyal to my husband, and we had a normal amount of sex. But now I'm back to my old self, so to say! Her old self? "Yeah, she said, blushing a bit. "I've been fucking a lot. Like we said, ya gotta stay in shape. Join 40SOMETHINGMAG.COM Today!

"My pussy keeps gushing, thinking about all you guys looking at my pictures, said Lori Black, who's extremely excited about her 40Something debut. Lori is a Filipino from California who describes herself as "a very horny swinger. She said, "a friend told me all about 40Something, and I thought it would be fun. I'm basically a try-anything-once kind of girl. Well, I did this once, and now I want to do it lots more times! Our photographer had a difficult time shooting Lori. "She was more concerned about getting herself off than anything else. I had to keep reminding her, Lori, we're trying to do a photo shoot here.' And she'd smile, say I know' and keep doing what she was doing. To her, shooting for 40Something was just a fun, new way to get off. Join 40SOMETHINGMAG.COM Today!

"I'm certain, me being in 40Something will cause a big hubbub, said Scarlett, who recently got divorced. "But I'm already used to that. I seem to be in the midst of a lot of big to-dos these days. Scarlett is a teacher. At least she used to be. Chances are not many schools in the UK will be eager to hire a woman who, by her own estimation, "shagged about a dozen of my students' fathers over the past two years. In all honesty, I didn't care whether they were married or not. I was just having a good time. I've always been a horny woman, and when I turned 50, I decided to act upon it, Scarlett said. "What I would do is, I would call in my students' parents for conferences. If the mother or both parents showed up, I'd go on to the next student. If the father showed up by himself, I would seduce him and shag him. Of course, word eventually got out, and I lost my marriage and my job. But that's okay by me. I had some wonderful sex. Join 40SOMETHINGMAG.COM Today!

Brenda James, a 38-year-old real-life mom with a smokin' hot bod, is in the bathtub, rubbing herself to orgasm. She cums, cums again, then catches her guy watching her and fucks him. That's one of the advantages of being a woman. Guys? We cum, then go to sleep. Women? They can masturbate, cum, then fuck. We can't do that, usually. Anyway, Brenda fucks well. "The first time I had sex was in high school, she said. "I had to have sex to satisfy my curiosity more than a sexual desire. It was very quick! I wasn't sure what happened. Thank goodness I tried again! And again. And again. Before long, Brenda was getting fucked in the ass, as she is here. You've come a long way, baby! Join 40SOMETHINGMAG.COM Today!

As hard-bodied MILFs go, they don't come any hotter than Jerrika Michaels. "Ilove having bit tits and the kind of body men desire. I don't mind being looked at as a sex object. That's just the way Iwant it! This probably isn't the first time you've seen Jerrika. Although this is her 40Something debut, she fucked and sucked in the hardcore DVDCum Sucking MILFs, which she calls, "the most daring thing I've ever done. I got very horny after I turned 40, and I've gotten really good at having sex whenever, wherever. I even carry a small vibrator around in my purse, just in case I need some relief. Other than this, the kinkiest thing I've ever done was have sex in a park behind some trees with a few people watching, Jerrika said. "I knew that being watched that time turned me on, so I knew it would turn me on again to get naked in front of the camera. And I was right! Join 40SOMETHINGMAG.COM Today!

Her name is Dee Dee Derian, and although this is the sexiest thing she's done for public viewing, it's not the most famous. Back in 2001, when Dee Dee was living in West Point, Utah, she received national attention when her stuffy neighbors complained about her doing yard work in a skimpy, animal-print bikini. The charges were eventually dropped, and Dee Dee went on living her sexy life, first as the owner of a topless maid service and now as the owner of one of the biggest sex clubs in Arizona. Yes, this lady loves to fuck! Don't you love that Dee Dee wore a skimpy, animal-print swimsuit for her first hardcore fuck-and-suck in 40Something? "I couldn't resist, she said. "I'm sure some of my hypocritical neighbors will recognize my swimsuit because a lot of them were ogling me in it, and I'm sure a lot of them were jacking off to me behind closed doors. Now they can see me doing what they probably always wished I would do to them. Actually, I would have. All they had to do was ask. I enjoy giving pleasure. In the DVD MILFs on the Prowl, Dee Dee has her eyes on the pool boy. Her old pool boy used to fuck her, so why shouldn't this one, too? Dee Dee calls him in and proceeds to suck his cock, then wrap her tight, shaved cunt around his giant rod. "It's not too unlike some of the things I've done, Dee Dee said, smiling. "I'm never one to waste a good cock. Join 40SOMETHINGMAG.COM Today!

Brianna is late. She's headed for a band convention in Miami Beach, Florida, but she can't find her way. Well, turns out that she's late. It's over. How does she find out? From some due on the street who obviously has his eyes on her tits. Well, Brianna falls for the oldest line in the industry and ends up sucking and fucking her way to stardom. By the way, in this video, we get to hear Brianna (who's a real-life singer) sing. She has a very nice voice. But we'd rather watch her suck cock. Join 40SOMETHINGMAG.COM Today!

She made a big splash when she debuted in the January '08 issue and shoved a big dildo up her bald pussy. And now, by popular demand, here's Valerie again, this time looking super kinky and sexy! "I bought this outfit for myself for my 68th birthday, Valerie said. "I love that I can go into the fetish stores and still buy stuff like this. Most of the gals shopping in the store are half my age, and when they see me, they just stare or give me the thumbs up, like You go, girl!' If only they knew how many men I'm taking away from them! After Valerie showed her stuff in the January '08 issue, she finished second to Georgette in the "60something Hot Bod Contest. "Finishing second was flattering, Valerie said. "Georgette is very sexy. I'd love to do a threesome with her! Join 40SOMETHINGMAG.COM Today!

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. Join 40SOMETHINGMAG.COM Today!

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. Join 40SOMETHINGMAG.COM Today!

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. Join 40SOMETHINGMAG.COM Today!

"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. Join 40SOMETHINGMAG.COM Today!

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. Join 40SOMETHINGMAG.COM Today!

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. Join 40SOMETHINGMAG.COM Today!

"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. Join 40SOMETHINGMAG.COM Today!

Karen Kougar, 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! Join 40SOMETHINGMAG.COM Today!

It's encore time for Lacey Grant, a 45-year-old housewife, mother of two andget thisa 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. "Ilove 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 Ido! 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. Join 40SOMETHINGMAG.COM Today!

For her first appearance, Karen Kougar, 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. Join 40SOMETHINGMAG.COM Today!

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. Join 40SOMETHINGMAG.COM Today!

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. Join 40SOMETHINGMAG.COM Today!

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? Join 40SOMETHINGMAG.COM Today!

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? Join 40SOMETHINGMAG.COM Today!

"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." Join 40SOMETHINGMAG.COM Today!

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. Join 40SOMETHINGMAG.COM Today!

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. Join 40SOMETHINGMAG.COM Today!

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." Join 40SOMETHINGMAG.COM Today!

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! Join 40SOMETHINGMAG.COM Today!

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." Join 40SOMETHINGMAG.COM Today!

"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." Join 40SOMETHINGMAG.COM Today!

"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." Join 40SOMETHINGMAG.COM Today!

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!" Join 40SOMETHINGMAG.COM Today!

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." Join 40SOMETHINGMAG.COM Today!

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. Join 40SOMETHINGMAG.COM Today!

In the video version of Ginger Taylor's South Beach pickup, we finally get to see the 46-year-old MILF's tits jiggle, ass shake and pussy work its way up and down over a cock. And it turns out that Ginger has a sexy voice, too, as she stands on a corner of Ocean Drive, wearing a sundress that exposes a good chunk of tit. Now, that might be an unusual sight in small-town U.S.A.--chick standing on a corner with her tits halfway outbut in South Beach, it's business as usual. Or, shall we say, no-business as usual because a woman dressed like that on SoBe usually isn't looking to make a pay-for-play business proposition. Ginger isn't. She just wants to have fun. Relive her wild youth. Only she wasn't as good a fuck in her youth as she is now. "That's for certain, Ginger said. "And that's good for both of us. Both of us. Meaning her. And you. Join 40SOMETHINGMAG.COM Today!

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." Join 40SOMETHINGMAG.COM Today!

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. Join 40SOMETHINGMAG.COM Today!

It's video time with Kenzie Taylor, a MILF from Philadelphia, Pennsylvania who's into sports. Baseball, in particular. She's a catcher. Spitter or swallower? That we don't know...yet. "I'm always on my knees, she said as she sipped from her martini, seeming very relaxed, looking very sexy. Last time we checked in with Kenzie, she told us she never thought she'd be doing something like this--this being getting naked and spreading her legs so we can jack off to herbut enjoyed seeing her first round of photos on 40SomethingMag.com. "You know how women can be hyper-critical of themselves, but I was happy with the way I looked, Kenzie said. "I don't mean to sound conceited or anything, but I thought, If I was a guy, and I was into mature women, this would probably get me off.' She's exactly right. Join 40SOMETHINGMAG.COM Today!

"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." Join 40SOMETHINGMAG.COM Today!

"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. Join 40SOMETHINGMAG.COM Today!

In the conclusion of My Wife, Your Meat, porn star/soccer mom Holly Halston readies herself for the big moment...her first double penetration! One cock will fuck her pussy, another will fuck her buttholeand for the first time, her porn star husband Troy is not providing the man-tool. It's a new world for Holly--the world of stunt-dicks plundering her holes. Carlos will plug her cunt while Colton Jag will ream her ass. How much can Holly take? And will she give as good as she gets? We'll find out every inch of the way. "I want to thank all my fans for giving me this opportunity to be your ass-fucked slut and to get two new dicks in my ass," Holly says. Don't miss the action-packed ending of My Wife, Your Meat. Join 40SOMETHINGMAG.COM Today!

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 thing, she no longer lists her marital status as "divorced." She's married now, but don't worry. If you're a swinger who happens to live in rural North Carolina, you might have a chance to hook up with her. One thing hasn't changed. She stilll loves to get fucked in all of her pretty holes. Join 40SOMETHINGMAG.COM Today!

This is our first look at Kenzie Taylor, a 41-year-old divorcee from Philadelphia, Pennsylvania who checks in at 5'3", 136 pounds. She's very excited to be part of 40SomethingMag.com. "I really never expected to do anything like this," said Kenzie, who's thinking about exploring the swingers scene. "If you had said to me 15 years ago, ' Kenzie, you're going to pose for naughty photos one day,' I would've said you were crazy. But here I am!" Yes, here she is. Butt naked and spreading her pussy. Welcome to the big show, Kenzie! Join 40SOMETHINGMAG.COM Today!

Brenda James, a 38-year-old real-life mom with a smokin' hot bod, is in the bathtub, rubbing herself to orgasm. She cums, cums again, then catches her guy watching her and fucks him. That's one of the advantages of being a woman. Guys? We cum, then go to sleep. Women? They can masturbate, cum, then fuck. We can't do that, usually. Anyway, Brenda fucks well. "The first time I had sex was in high school, she said. "I had to have sex to satisfy my curiosity more than a sexual desire. It was very quick! I wasn't sure what happened. Thank goodness I tried again! And again. And again. Before long, Brenda was getting fucked in the ass, as she is here. You've come a long way, baby!

As hard-bodied MILFs go, they don't come any hotter than Jerrika Michaels. "Ilove having bit tits and the kind of body men desire. I don't mind being looked at as a sex object. That's just the way Iwant it! This probably isn't the first time you've seen Jerrika. Although this is her 40Something debut, she fucked and sucked in the hardcore DVDCum Sucking MILFs, which she calls, "the most daring thing I've ever done. I got very horny after I turned 40, and I've gotten really good at having sex whenever, wherever. I even carry a small vibrator around in my purse, just in case I need some relief. Other than this, the kinkiest thing I've ever done was have sex in a park behind some trees with a few people watching, Jerrika said. "I knew that being watched that time turned me on, so I knew it would turn me on again to get naked in front of the camera. And I was right!

Her name is Dee Dee Derian, and although this is the sexiest thing she's done for public viewing, it's not the most famous. Back in 2001, when Dee Dee was living in West Point, Utah, she received national attention when her stuffy neighbors complained about her doing yard work in a skimpy, animal-print bikini. The charges were eventually dropped, and Dee Dee went on living her sexy life, first as the owner of a topless maid service and now as the owner of one of the biggest sex clubs in Arizona. Yes, this lady loves to fuck! Don't you love that Dee Dee wore a skimpy, animal-print swimsuit for her first hardcore fuck-and-suck in 40Something? "I couldn't resist, she said. "I'm sure some of my hypocritical neighbors will recognize my swimsuit because a lot of them were ogling me in it, and I'm sure a lot of them were jacking off to me behind closed doors. Now they can see me doing what they probably always wished I would do to them. Actually, I would have. All they had to do was ask. I enjoy giving pleasure. In the DVD MILFs on the Prowl, Dee Dee has her eyes on the pool boy. Her old pool boy used to fuck her, so why shouldn't this one, too? Dee Dee calls him in and proceeds to suck his cock, then wrap her tight, shaved cunt around his giant rod. "It's not too unlike some of the things I've done, Dee Dee said, smiling. "I'm never one to waste a good cock.

Brianna is late. She's headed for a band convention in Miami Beach, Florida, but she can't find her way. Well, turns out that she's late. It's over. How does she find out? From some due on the street who obviously has his eyes on her tits. Well, Brianna falls for the oldest line in the industry and ends up sucking and fucking her way to stardom. By the way, in this video, we get to hear Brianna (who's a real-life singer) sing. She has a very nice voice. But we'd rather watch her suck cock.

She made a big splash when she debuted in the January '08 issue and shoved a big dildo up her bald pussy. And now, by popular demand, here's Valerie again, this time looking super kinky and sexy! "I bought this outfit for myself for my 68th birthday, Valerie said. "I love that I can go into the fetish stores and still buy stuff like this. Most of the gals shopping in the store are half my age, and when they see me, they just stare or give me the thumbs up, like You go, girl!' If only they knew how many men I'm taking away from them! After Valerie showed her stuff in the January '08 issue, she finished second to Georgette in the "60something Hot Bod Contest. "Finishing second was flattering, Valerie said. "Georgette is very sexy. I'd love to do a threesome with her!

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.

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.

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 40Some-thing. "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 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.

"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.

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.

It's encore time for Lacey Grant, a 45-year-old housewife, mother of two andget thisa 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. "Ilove 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 Ido! 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.

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."

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!"

"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."

This is our first look at Kenzie Taylor, a 41-year-old divorcee from Philadelphia, Pennsylvania who checks in at 5'3", 136 pounds. She's very excited to be part of 40SomethingMag.com. "I really never expected to do anything like this," said Kenzie, who's thinking about exploring the swingers scene. "If you had said to me 15 years ago, ' Kenzie, you're going to pose for naughty photos one day,' I would've said you were crazy. But here I am!" Yes, here she is. Butt naked and spreading her pussy. Welcome to the big show, Kenzie!

This is the third big episode of "My Wife Your Meat. The irrepressible Holly Halston has been fucked by a new guy (Johnny Rod) for the first time in Part One. She's done a threesome with her husband, Troy Halston, and Enzo for the first time in Part Two. Now the Florida soccer-mom/MILF is getting a new cock up her butthole after 14 years of marital porn. Holly prepares for anal sex by, in her own words, "stretching out my asshole. So Holly's gone all through that specialized anal preparation for Carlos' dick to ram it. She's very excited in anticipation of taking non-husband cock in her butt while Troy directs the action. " Holly jumped on the cock, just as I knew she would! Troy said. And now grab the popcorn and your mouse. Let's go to the video of this long awaited moment.

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.

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.

"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.

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.

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!

It's encore time for Lacey Grant, a 45-year-old housewife, mother of two andget thisa 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. "Ilove 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 Ido! 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.

For her first appearance, Karen, a 46-year-old divorcee 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.

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.

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.

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?

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?

"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."

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.

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.

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."

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!

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.

"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."

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!

"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."

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."

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.

In the video version of Ginger Taylor's South Beach pickup, we finally get to see the 46-year-old MILF's tits jiggle, ass shake and pussy work its way up and down over a cock. And it turns out that Ginger has a sexy voice, too, as she stands on a corner of Ocean Drive, wearing a sundress that exposes a good chunk of tit. Now, that might be an unusual sight in small-town U.S.A.--chick standing on a corner with her tits halfway outbut in South Beach, it's business as usual. Or, shall we say, no-business as usual because a woman dressed like that on SoBe usually isn't looking to make a pay-for-play business proposition. Ginger isn't. She just wants to have fun. Relive her wild youth. Only she wasn't as good a fuck in her youth as she is now. "That's for certain, Ginger said. "And that's good for both of us. Both of us. Meaning her. And you.

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."

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.