Matures porn

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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Hey, what's going on here? What's this guy doing in Kristyna's daughter's bed? Kristyna knew her daughter was a slut, but...well, at least she has good taste, Kristyna thinks. And, like her mother, she likes black cock. So, rather than waste a perfect opportunity...rather than getting her panties in a wad over it...Kristyna does what her daughter has most likely already done: She sucks and fucks Asante.

This scene marks Kristyna's return to 40SomethingMag.com. She's a 43-year-old divorcee from Pittsburgh, Pennsylvania, who was a bit nervous her first time here but loosened up and took a load of cum all over her face. Here, Kristyna takes charge of the scene and ends up with another facial.

We asked Kristyna to tell us about her kinkiest sexual encounter.

"I was 19, and this guy I'd been dating came to see me in Milwaukee, which is where I was living before college," she said. "He took me to the Polaris Room for dinner, which is a revolving restaurant at the top of the Hyatt. There is a glass elevator that goes up to the restaurant and runs through the middle of the hotel. Even at that time, I did not wear panties, and he undid the clasps on my dress and left me standing with him in this elevator wearing only a garter belt and stockings. He proceeded to fuck me up against the outer glass so that anyone looking up could see exactly what we were doing. The elevator did stop at one floor as he was finishing, and another man got on. He looked very shocked and uncomfortable, but we finished what we started, and my friend picked my dress up and told me to step back into it. By this time, we were at the top, and the elevator doors opened as he did the back clasp for me. The other gentleman in the elevator was blushing when I stepped past him. We watched him go and sit with his wife, and we were convinced that he was telling her what he had just seen as she gave me a horribly nasty look."

Dude, if you're out there, we hope you're jacking to this. You deserve it.

See More of Kristyna Dark at 40SOMETHINGMAG.COM!

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"All the utilities are included, the rent is 500 a month, and there's a little private entrance around the side in case you want to bring the ladies over," Jenny's husband, Sergio, explains to the perspective tenant. But he seems more interested in 43-year-old Jenny than he does in the rental terms. She's dressed in a sexy, low-cut top and a skirt so short, the new guy can see her panties when hubby goes off to take a phone call. When hubby returns, he says to the guy, "I was on the phone, and you were checking out my beautiful wife here. Look, we'll rent you the room, but it's not just the utilities that are included, if you know what I mean."

So, how does this go? Jenny knows the drill. She sucks her hubby, then the new tenant, then her hubby, then the new tenant again, going back and forth sloppily, making those hard puckering noises a woman makes when she's sucking really hard. Before long, the new guy is fucking her from behind and her pretty face is ramming into her hubby's cock, then they switch places, and they're fucking her upside-down and every which way before both of them shoot their loads on her face.

"I want your cum, baby," she begs the new tenant. "I want your cum on my face."

This all ends with Jenny's face absolutely glazed with cum. She's a fuckin' mess!

And, of course, the apartment gets rented. See how easy that is?

See More of Jenny Mason at 40SOMETHINGMAG.COM!

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There's a lot to love about newcomer Cristy Lynn. There's her body, for one: a tight, right 36D-24-34. There's her favorite sport, roller derby, which indicates that she's a fun lady. And, when asked what kind of guys she likes, she said, "I like hard cocks." But the thing we love most? She's a librarian! Yes, Cristy, who can already be seen getting her pussy filled with cum and taking cock in her ass right here at 40SomethingMag.com, is a prim-and-proper librarian by day, a cock-loving swinger by night. "I posed for 40Something because it's something a librarian isn't expected to do, and I like doing things I'm not expected to do," she said. "Like the time I had all my holes filled while my hands were tied behind me." We're guessing that the average librarian doesn't have big, fake tits and a pierced pussy. "I don't know for sure," Cristy said, "because I haven't had sex with any female librarians, but I'm guessing that you're right." We're also guessing that the average librarian wears panties under her skirt. "I don't, and when I do, they're very small G-strings." Finally, we're guessing that the average librarian doesn't share Cristy's sexual fantasy: "Feet behind my ears, handcuffed to my nymph girlfriend for the entire night, guys taking turns on our pussies. I love the idea of men taking advantage of me, or thinking they're taking advantage of me. I love being handcuffed and spanked. I'm into squirting, too." Cristy Lynn's favorite TV show is (or was) Sex And The City--no surprise there--and her favorite actress is well-known hottie Jennifer Aniston (no surprise there, either). Her hobby is "curling up in bed with my rabbit vibrator" (does this girl do anything that doesn't involve sex?), she starts each day by masturbating, often spends her entire lunch hour with a dildo in her pussy and says she just might hide this issue of 40Something in the stacks at the library. "If somebody finds it and tells anyone and I get fired, so be it!" she said. "Right now, I'm living for the moment." And her moment is now.

See More of Cristy Lynn at 40SOMETHINGMAG.COM!

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In her return to 40SomethingMag.com, 43-year-old Jenny Mason, a wife and very horny woman from Indiana, plays out one of the most-popular fantasies: MILF gets fucked by her hubby and another guy. In this scenario, Jenny and Sergio are trying to rent an apartment to Mirko. Turns out they're having a move-in special this month. "We'll rent the room to you," Sergio says, "but it's not just utilities that are included. My wife here...she likes variety. and she's a minx. We have an open relationship. So why don't you two get better acquainted?" And away they go! Does the guy take the apartment. What do you think? Wouldn't you?

See More of Jenny Mason at 40SOMETHINGMAG.COM!

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Lake, wearing glasses that make her look even sexier than usual, greets her new client. She's a shrink, not a hooker, by the way. Now, her patient isn't doing too well with the ladies. "I've been having inadequacy problems lately," he tells her. "It's kinda embarrassing to talk about. I used to not have this problem, but then every time I get close to someone, something happens." Or doesn't happen. Meanwhile, Lake is in her own little dream world. Her husband thinks she wants to have sex with a black man...and you know what? He's right! Well, therapy is all about honesty on both sides. The patient has to be honest. The therapist has to be honest. In this case, Lake honestly wants his cock. And she's honestly wearing a very short skirt. "You just have to trust me," Lake tells Mr. Black. "You have to stop worrying. I'm your doctor. You must trust me and do what I say." Translation: "You must let me suck your big, black cock. You must trust me when I put it in my pussy. And you must trust me when I ask you to stick it in my ass." Problem solved. The woman is a genius.

See More of Lake Russell at 40SOMETHINGMAG.COM!

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"After I got divorced and settled into a new way of life, I decided I'd do whatever I please, and one of the first things was to pose for these photos," said Kira Lynn, who also can be seen fucking at 40SomethingMag.com. "Women my age aren't supposed to do this sort of thing, especially women with kids, but it's not harming anybody. I've been skydiving twice, flashed my tits at Mardi Gras and been in an orgy at a swingers' club. And I'm just getting started!" Like so many of the ladies who appear in 40Something, Kira was fascinated by her pictures in the magazine. When she got her copy of 40Something #199, she couldn't stop looking at her layout. "One of my kids walked into my room while I was looking at them and almost caught me," she said. "He said, 'What's that, mom?' Fortunately, his cell phone rang and he forgot about it, but even the thought of almost being caught by my own son got me excited. But he'll never know. The thought of all you men looking at my naked pussy and what you might be doing while you're looking at it really got me excited and wet," she said. "I love when my pussy is really wet. That's why this time, I wanted to get my pussy as wet and juicy-looking as possible, so I fingered it for a while, then I poured oil all over it. Do you like it? If you do, let me know! I can't wait to hear what you did while looking at my pictures!"

See More of Kira Lynn at 40SOMETHINGMAG.COM!

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After meeting 43-year-old Jenny Mason in the video interview the other day, we wondered what kind of hardcore performer she'd be. You see, Jenny seemed a little nervous. But, having seen this video, we can now say that Jenny's the kind of woman who would rather fuck than talk. Nervous Jenny is gone in this scene, replaced by horny, cock-hungry Jenny. The phone rings. It's Jenny's husband. He's sending over an employee to pick up some files. "Love you," Jenny says. Maybe, but when the employee shows up, Jenny gives him a glass of wine. Who does that? And she's sitting there in a short skirt with her legs slightly spread so he can look up her dress while they talk about her husband. "I kinda get a little horny when he's not here," Jenny tells Asante. Who says that? He's taken aback. "Horny is good," he says. She starts rubbing his leg, then invites him to sit next to her. Before we know it, he's eating her pussy. "Ah, lick that pussy," Jenny says. Then he's standing over Jenny and fucking her face. Ah, fuck that face, Asante. And she's making loud, sucking sounds. Ah, slut it up, Jenny! Since you're probably wondering, this scene ends with Asante shooting his load inside Jenny's pussy. Love you?

See More of Jenny Mason at 40SOMETHINGMAG.COM!

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Now that you've seen her pictures, it's time to get to know Jenny Mason, a 43-year-old wife from Indiana. This is Jenny's first time in front of a video camera, her first time being interviewed, and her nervousness shows. But she's excited, too, as she tells us. You'll be excited, too, when you see Jenny's sexy little body (she's about 5'7", 114 pounds) in a sexy blue bra and blue panties (which your editor asks her to remove at various parts of the conversation; she actually conducts most of the interview topless, her tits firm and pointy, and she's perfectly comfortable with that). You also might notice, like the interviewer did, that Jenny is reminiscent of Ruthie Hays, another Midwestern housewife, in her mannerisms and her barely concealed excitement over what she's about to do. As 40Something MILFs go, Jenny is as real as they come. And that's a very good thing.

See More of Jenny Mason at 40SOMETHINGMAG.COM!

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Yeah, you read it right. That wasn't a typo or a mistake. Yeah, sweet-faced, woman-next-door Gillian Sloan is a hooker. She fucks for money. She works at several legal brothels in Nevada and loves her job. "It's exciting," she said. "It's something the people who know me would never expect." Gillian likes that sort of thing--doing things that people would never expect her to do. Like posing for 40Something magazine and fucking at 40SomethingMag.com. Gillian says the first time she hooked, she was nervous. Then, when she saw the size of the guy's cock, she was absolutely terrified. "He was huge!" she said. "I think he had trouble getting girls to sleep with him more than once because his cock was so big, so he went to escorts. The first thing he had me do was suck his dick, and forget about my mouth. I could barely get my hand around it. But then I sucked him, and I could feel my pussy getting wetter. He slid right in, and it was great sex. Intense. It was a total adrenaline rush. I was hooked." So to speak. "If you have to work for a living, you might as well enjoy what you're doing," Gillian said. "I love my job." Her special techniques are on display at 40SomethingMag.com, where she sucks and fucks Lucas's very big, black cock. "I love black cock. I love white cock. I love big cocks and small cocks," Gillian said. "I'd say I'm a very lucky girl!"

See More of Gillian Sloan at 40SOMETHINGMAG.COM!

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Up until a few years ago, Jenny Mason was as inexperienced as any 40something woman you'd ever meet. She had had sex with exactly two men in her entire life: her husband and her ex-husband. Sure, she fantasized about other men (particularly one guy she flirted with at work), and her married sex life wasn't exactly vanilla (she enjoyed anal sex), but Jenny was your typical Midwestern wife whose experiences were limited. And then...she discovered swinging. It was her husband's idea. He asked her if it would be okay to invite his friend into their bed for a threesome. Jenny said, "Sure." Since then, it's been full-speed ahead for this 43-year-old from Central Indiana. "I'm very excited," Jenny said of her first-ever pro hardcore photo shoot. "I'm not sure what to expect." Well, she could have expected to have her pussy eaten. And her face fucked. And her pussy filled with Assante's big, black cock. Maybe she didn't know what a creampie was before she walked into our studio, but she does now. We love the genuine look of excitement on Jenny's face, the lustful look in her eyes, the expressions that say, "Can you believe I'm doing this?" Two years ago, Jenny herself would have said, "No way!"

See More of Jenny Mason at 40SOMETHINGMAG.COM!

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It's time for your private session with Lexi McCain, a 64-year-old divorcee from Fort Lauderdale, Florida, who has been getting a lot of cock over at our sister site, 60PlusMILFs.com. Lexi came to us courtesy of super-popular MILF Rita Daniels, who's also in her 60s. They met on a swingers website and had done some swinging together when Rita asked Lexi if she'd be interested in modeling for us. Lexi was definitely interested.

"I like bad boys and confident men who are not afraid to approach me," Lexi told us. "A little dangerous, mysterious. Men who ooze confidence. Add a big, wide smile and I'm wet!"

Lexi gets very wet in this video. She starts off wearing tight jeans and a colorful top that shows off her big tits. Her blonde hair is luxurious. Then she takes off her jeans and displays her long, curvy legs, asking, "You like what you see, don't you?"

You'll like what you see even more when Lexi exposes her tits then starts playing with her pussy. It's a pussy that's been getting a lot of action, both in our studio and in her personal life.

"I love telling guys that they're about to fuck a porn star," Lexi said. "How many men can say they've fucked a porn star?"

Thanks for steering her our way, Rita.

See More of Lexi McCain at 40SOMETHINGMAG.COM!

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"With my dirty mind, anything can be sexy," said Gianna, a stunner from Arizona (born in Florida) who has no sexual inhibitions. "I believe sex keeps you healthy, so I usually do it every day." She did it the day she walked into our studio, sucking cock and getting fucked in her pussy and her asshole. She tells her stud, "Fuck me with your finger!" When he slides his cock into her butthole, she says, "Fuck my tight little ass." When he cums, she moans, "Oh, I love that big sticky load."

Gianna told us that she decided to pose for 40Something because "I want to get fucked by hung studs." And that she did, getting her tight, lithe body fucked twice, the second time enjoying a creampie. But first, she went solo, and she turned that photo shoot into an adventure, too, tearing open her pantyhose so you guys could get a good look at her moist, experienced pussy. "I want to be as dirty and nasty as I can," Gianna said. "When your recruiter asked me what I'll do on camera, I told her, 'I'll do anything.' Blow jobs? Love 'em. Cum in my pussy? Hey, that's where it belongs! Anal? When I fuck a guy in my personal life, I always offer him the anal option."

You don't have to be a muscleman or look like a movie star to get into Gianna's pants, but you do need to make her laugh. "Funny guys get me every time," she said. "I like guys who are easygoing and can laugh at themselves. Guys who aren't stuck on their image. Sometimes when I laugh, I can feel my pussy getting wet." And that's the first step, but not the last step. "The next step is I take him home," she said. "We watch some good girl-girl porn, and I suck his cock while he's watching. And then, who knows? I'm open to any experience." Gianna, we kinda already got that idea!

See More of Gianna Phoenix at 40SOMETHINGMAG.COM!

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This is the photo version of Cassidy's scene in the DVD Fuck My Old Ass #3, in which Cassidy uses her big tits and tight pussy to seduce the plumber and convince him to fuck her old, tight ass. Cassidy is a divorcee from Las Vegas (born in Philadelphia) who once told us, "I have done everything I fantasized." She had not, however, gotten her ass fucked on camera until this scene, so, as she told us, "I stand corrected." Cassidy is a proud member of the Mile-High Club and has also fucked in the rest room of a restaurant a bunch of times. She likes to cum by rubbing her clit on a pillow, "and sometimes I'll stick something in my ass at the same time." So anal isn't something she does solely to please her man. She enjoys it, too. "I like the tightness," Cassidy said. "I like the pressure. And, of course, I like that I'm an old slut who's getting fucked in my ass!" We like that, too, Cassidy.

See More of Cassidy at 40SOMETHINGMAG.COM!

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When you're married to a hot piece of ass like Bibette, you need to do the right thing. The problem is, Bibette's husband has definitely not done the right thing. It's Bibette's birthday, and...



"I kind of screwed up," he tells his buddy as they jog along the road. "I don't have anything planned yet."



Fortunately, what Bibette wants is not available in stores.



"She has a thing for you," Bibette's husband tells his buddy. "She always has. Don't you know that? How'd you like to fuck her? I know she'd love it."



Cut to Bibette's living room. She's wearing a tight, sexy pink dress that shows off her DD-cup tits.



"Baby, I got you a very special birthday present," hubby tells Bibette. Her present is his best friend!



Before we know it, Bibette is sucking her birthday present, then she's getting her pussy hammered by her birthday present, and she's having a grand old time. Because birthday's come only once a year. Bibette cums every day.

See More of Bibette Blanche at 40SOMETHINGMAG.COM!

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Here's Connie McCoy, who has grownup children as well as a lot of friends and relatives who would be shocked to see her here, showing everything she's got in a men's magazine. The truth is, Connie is kind of shocked to see herself here, too. "It's a rush to think I can still turn somebody on," she said. "I feel like I have some kind of expiration date on my back." Well, there is absolutely no expiration date on sexy, sensual, women-next-door like
Connie. "I enjoy the idea that there are so many men out there who are looking at my pictures and enjoying what they're seeing," she said. "It's definitely a rush to know that men are fantasizing about me. I feel like at some
point, somebody's going to come up to me and say, 'Hey, lady, put your clothes on.' But until they do, I'm going to enjoy this."

Connie gets her feet behind her head, then reaches down with her wrinkled hands to spread her pussy. Not that it needs spreading. Connie's cunt is a gaper, and since it's almost always wet, you can slide right in no matter how big your cock is. "Some guys probably look at my pussy and say, 'She's loose,'" Connie said. "Well, I have a lot of sex, but my pussy is very tight, even if it doesn't look that way." We told Connie that readers love her gaping pussy and she said, "You know, I would've thought just the opposite. But that's what's so great about being in 40Something. You love me for who I am."

See More of Connie McCoy at 40SOMETHINGMAG.COM!

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The way things play out in these photos, Elle Denay is a warehouse manager who catches one of her workers goofing off. She threatens to fire him but offers him the chance to fuck her and avoid being fired. And not only does the deadbeat fuck her mouth and pussy right there in the warehouse, he fucks her ass, too. Does this kind of thing happen in real life? Yeah, probably. Because women like Elle are out there, and they're always looking for a way to get some cock.

Elle is a 52-year-old restaurant manager from Austin, Texas, who told us, "I once had four guys at once." She also said, "I actually had sex in my son's bed while he was out one night!" And when we asked about her favorite position, she said, "Anything that has to do with getting fucked in the ass."

She was a latecomer to this anal thing, not doing for the first time until she was 30 and not fully enjoying it until she was in her 40s.

"I think my asshole is cute," Elle said. "Sometimes I'll sit in front of a mirror and spread my cheeks and stare at it. That always leads to me sticking a finger in there! And it's very tight. The guys who I did anal with always told me that, but I didn't realize exactly what they were talking about until I put my finger up there and felt it for myself!"

Tight. And right. And yes, Elle, your asshole is cute.

See More of Elle Denay at 40SOMETHINGMAG.COM!

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If you're looking for a profession in which you can get laid a lot, you could become an actor. Or a doctor. Or a politician.



Or a pool boy.



Yeah, pool boy, because judging by the porn videos we've seen, they get all the action. Here, Dee Dee Derian, who recently turned 50, is watching the pool boy do his job. She's wearing a skimpy one-piece and rubbing herself.



"Hey, pool boy, come in here," she calls out. "It's raining and I think you've done enough outdoors work."



She asks the pool boy if he can please her. "I think so," he says. He's not a man of many words, but she doesn't care about that. She cares about his cock. He cares about this piece-of-ass MILF who's taking his cock out of his shorts.



Turns out that he has the proper equipment to fuck her mouth, eat her pussy and cram her shaved, mature pussy. She has the right equipment to ride his cock and take a load of cum all over her face.



By the way, once upon a time, Dee Dee attracted national attention when her neighbors complained about her doing her yard work in a skimpy, animal-print bikini. Here, she's again wearing a skimpy, animal-print swimsuit, but all the fucking is going on indoors. So keep your mouths shut, neighbors!

See More of Dee Dee Derian at 40SOMETHINGMAG.COM!

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40SOMETHING: Hi, Carolyn. Welcome to 40Something. It's great to have you here. Now, don't throw a shoe at me, but I'm going to ask you the question women hate: How old are you?

CAROLYN: I'm 55 years old, and I'm proud of my age.

40SOMETHING: You look amazing. You're beautiful. Tell us a little bit about yourself.

CAROLYN: Well, I'm single. I've never been married. I live in Florida. I grew up in New York, so I went from the cold to the warm weather. I like the warm weather a lot better because you wear a lot less clothing, and I don't like wearing a lot of clothing. It's warm year-round, so I can be outdoors all the time. I love the outdoors.

40SOMETHING: You said you don't like to wear a lot of clothing. What do you wear to go grocery shopping?

CAROLYN: To go grocery shopping or really any of my everyday activities, I might wear sandals and a little sundress. That's about it.

40SOMETHING: Carolyn, is it okay if we get a bit personal?

CAROLYN: Sure!

40SOMETHING: You're going to the grocery store. You're wearing a sundress. Panties or no panties?

CAROLYN: Sometimes yes and sometimes no. It depends on the situation.

40SOMETHING: What's the deciding factor when it comes to panties.

CAROLYN: It depends on how short the sundress is and where I'm going. If I'm going to the grocery store during the day when moms have kids with them, maybe yes. If I'm going to the mall, probably not. I don't like wearing panties, so if I have my choice it's usually no panties.

40SOMETHING: Now, Carolyn, the story of you coming to 40Something is very interesting. Can you tell it for us?

CAROLYN: Well, I got a call just a few weeks ago from someone in your studio saying they saw my photo on the Internet. I have done a tiny bit of modeling, but just your basic stuff like mainstream commercials for beauty products. I've done a couple of photo shoots for clothing, and that's why my photo was on that website. So I got a call from someone in your studio asking if I might be interested in doing some adult modeling, and the more she told me about it, the more intrigued I became, and here I am!

40SOMETHING: So this is the first time you're doing adult modeling?

CAROLYN: This is actually the first time I've done any nude modeling, in private amateur stuff. I have never, believe it or not, even gone skinny-dipping. Can you believe it?

40SOMETHING: Does anybody in your personal life know that you're here?

CAROLYN: No. No one.

40SOMETHING: What would your friends say?

CAROLYN: They would not believe it. Most people who know me think that I am the all-American girl. Growing up, I had straight-As through school. I always did everything I was supposed to do. Followed the rules to a T. I'm very organized. I never cause trouble. I'm just a very mellow, easy-going person who is easy to overlook, to tell you the truth, and one of the reasons I decided to do this was because I felt the need to break the mold a little bit and doing something for myself that's a little bit crazy. To me, this is a little bit crazy.

See More of Carolyn Khols at 40SOMETHINGMAG.COM!

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Sindy's a 56-year-old divorcee, a hard-working businesswoman who deserves a little relaxation, a little pampering once in a while. Time to relive the stress of everyday life. So she does what many women in her situation would do: She goes for a massage. But this is a private massage. And unlike most women, Sindy doesn't use a towel to cover her body when the rubbing starts.

So the masseur works his hands all over Sindy's body, and she's getting hornier by the second. He is, too, and suddenly...hey, wait a minute, is the masseur supposed to be spreading his client's ass and checking out her pink pussy?

"Sure," Sindy said. "Why not?"

Before we know it, he's rubbing her tits, and she's rubbing his cock, and then she's massaging his cock with her mouth and...hey, who's massage is this? And then he's using his cock to massage her cunt walls. Yipes!

We're assuming no tipping is required.

See More of Sindy at 40SOMETHINGMAG.COM!

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Audrey, an exotic 40something with a husband and son at home, is out for a night on the town, showing off her sexy side. Audrey's playing pool with a couple of young guys, and they think they can hustle her. "If we beat you, you buy us drinks for the rest of the night," one of them says. "And if you win, we'll buy you a bottle." "If I win, how about when I win...I'll tell you what I want," Audrey says. Well, two against one seems unfair, but much to the guys' surprise, Audrey clears the table. "So, I get to tell you what I want now," she says. "You're two cute boys. I think I'd like to have you both at the same time." They fill her mouth, they fill her pussy, doing much better with her fuck holes than they did with the holes on the pool table. She jacks both of them onto her face. Two against one? Unfair. Two on one? In Audrey's world, definitely fair.

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"The first time I had sex, it was New Year's Eve in a treehouse," said Blair Sanders, a 49-year old divorcee who was born in New York and now lives in South Florida. "The second time I had sex? Don't remember. But I'll always remember this. I've been wanting to do it for a long time." By "this," Blair means getting naked in an international men's magazine and getting her pussy pounded on our website. "I'm being a very bad girl, and I'm having a very good time!"

Blair likes the old-time TV show I Love Lucy, swimming and dogs. She's into having her feet played with, enjoys eating pussy once in a while and says her perfect day would be spent on the beach. She's a proud member of the Mile-High Club, and now she's done something most women don't do. "Hey, it's their loss," she said. And our gain.

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Here's one that somehow got buried in our archives: a never-before-seen photo set of Honey Ray when she was 53 years old and a brunette. Ah, the more things change, the more they stay the same. Whatever that means. These days, Honey Ray, now a 55-year-old blonde, can be seen sharing cocks with porn star Robin Pachino over at 50PlusMILFs.com. But when this set was shot, Honey Ray--a married executive secretary--was a beginner at porn, fucking on camera for the first time. And what a first time it was. Damn, you'd think Honey Ray was a pro. The dude, who's half her age, spreads her pussy then fucks her face, and Honey Ray opens wide and takes as much as she can swallow. She sits on his face so he can spread her pussy and tongue her asshole while she squeezes her tits. Then they fuck, and Honey Ray spreads her pussy so we can see inside while the cock drills her old, first-time-on-camera cunt. He spreads her legs and hammers her pussy in the missionary position, and she looks up between her legs in the sluttiest manner possible, spreading her asshole wide and looking right into the camera. Finally, the young dude cums on her face. How the hell did this set never see the light of day until now? Was the editor keeping it to himself, burying it deep in his personal collection for off-hours jacking? He'll never tell.

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Man, are these two guys in trouble. They both dated Jillian's daughter, and now they're going to have to answer to her mother. Is she going to call them on the carpet? Well, actually, Jillian doesn't have a carpet. Her pussy is cleanly shaved. As for giving them a piece of her mind...well, actually, Jillian's going to give them a piece of ass. Her ass.



So, what happens next? Jillian sucks their cocks. One guy fucks Jillian's mouth while the other fucks her pussy. Then one slips his cock inside her asshole. Then one's in her ass and one's in her pussy at the same time, and you best believe that Jillian's daughter never gave the boys this kind of treatment.



Of course, there's hope for Jillian's daughter yet. Being a slut is in the genes. Besides, if she isn't careful, she's going to lose all of her boyfriends to Mom.

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Randi Layne, a 54-year-old dominatrix from Michigan, cracks her whip and says, "I'm hot today. I want cock. I need cock. First I'll tease it a little bit, then I'll suck it so hard, it won't know what it's doing." This is a woman who knows how to take charge. Yeah, she's dominant. She wants to dominate your cock. "I like cock hard and long," Randi says, and she knows how to make it long and hard by using her hungry mouth and her greasy, well-used pussy. Yeah, we did say well-used. Randi has been a bit of a slut since high school, and ending up on 40SomethingMag.com is the culmination of a lifetime of fucking and sucking. "I want you guys to watch me and jack off," she said. "I demand that you shoot your loads all over your computer screen while you're watching me fuck." Make sure you have plenty of paper towels handy.

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"I'm going to be so late for work today," says Juan, sitting at the edge of the bed.



"Are you sure you don't have time for a little back rub or massage," 47-year-old Tori says, sidling up next to him, wearing sheer lingerie that makes her tits look really nice.



"I can't," Juan says. "If I had the time, I would."



Well, Tori ignores him and starts massaging his shoulder, loosening him up. Hey, maybe he's going to be even later for work, after all. It sure feels good to have a hot MILF working her hands all over your tense body and...hey, now what's happening? Tori's taking off his shirt! And Juan isn't resisting! How many fuckin' jobs is this guy gonna lose because of his hot, older girlfriend?



"Do you think you could do me a little favor, honey?" Tori coos. "Think you can massage my ass for a little bit?"



Okay, now Juan's really in trouble. When a MILF says she wants you to massage her ass, what she really means is she wants you to fuck it...after you stuff her mouth with your cock and fuck her pussy.



Note to members: Notice how pink Tori's pussy is. And enjoy the conclusion when Juan shoots his load in Tori's asshole.



No wonder America's in the economic shitter! Women like Tori are keeping us from getting any work done!

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Tori's man is running late for work. The problem is, she's horny. Yeah, sure, he fucked her last night. In fact, in the middle of the night, Tori woke him up with a blow job and sat on his cock. But she wants more, and her man?

"Honey, I'm late," he says. "I promise I'll take care of you later."

"Oh, honey," Tori coos, "you can be late just this once." And her man is ready to stand up and leave Tori to her own devices when she says, "I'll let you fuck my ass!"

Well, that does it. Even the biggest jerk of a boss can understand, "Sorry I'm late. My wife asked me to fuck her ass."

So, Juan massages her ass and spreads it so he can see into her pussy and butthole. She sucks his cock then he fucks her face. Teabags her, too. He fucks her pussy and then fills her asshole, which is what she and he wanted all along. He cums all over her butthole, and she makes her pussy gape.

And maybe this dude will end up getting fired. But there are worse ways to go through life than collecting unemployment and ass-fucking your 47-year-old girlfriend.

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"The best day at the gym is chest day," says Porsche Lane, a super-stacked personal trainer from Florida (born in Ohio) who recently turned 50. "I love having big tits. It makes me feel like more of a woman. And, of course, there's the added benefit of them looking so good in tight clothes, and that always attracts attention from men."

She's damn right it does, but don't forget about that pierced pussy which, Porsche says, "loves it rough. I'm always horny and sweaty."

The dickslinger assigned to fill her hot snatch first quizzes Porsche while he thinks of what part of her body to jizz after he fucks her. Their horny talk gets both of them hot for sex. He's learned a thing or two, so he asks Porsche to get off the couch and stand up for an inspection. A full-body inspection. He wants to see those tits. He wants to see her ringed clit-hood. He fingers her asshole while eating her cunt and sucking her nipples. Porsche opens her mouth for sausage, inflating it for injection into her hole. They start fucking in doggie, then switch over to reverse cowgirl. Porsche likes screwing best of all. You can tell. She changes to cowgirl, facing him, and rides, his finger up her butt-tunnel. They try fucking in side-saddle, and that gets the meat deep in her oven. Porsche could use a cool-down and offers her tits for the cum explosion.

Now that's our idea of a workout!

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