Sex pictures and movies around the net

Do you like to workout, Vanessa?

“Yes, I do. I’ve always been active. Exercising just makes me feel better. I get so many benefits from it. I stay healthy, fit and horny! I really think that exercising is the key to feeling sexy. It keeps your body in shape so you feel confident, and I read somewhere that it makes you want to have sex and helps you last longer when you do. It seems to be working for me. And I find that one of the best times to have sex is right after you workout when you’re all hot and sweaty.”

What’s so great about post-workout sex?

“I think it’s the subtle smell of the other person’s sweat and that post-workout high that you’re already feeling. It triggers some kind of animal magnetism in our brains or something and it just makes sex feel so good.”

What’s your favorite kind of exercise?

“I like to run and do yoga and lift weights. But sex is definitely my favorite form of exercise. It’s intense, it gets your heart rate up, it feels amazing, and it’s something that I’m always willing to do.”

As slim ‘n’ stacked MILFs go, they don’t come (or cum) any hotter than Brooke,Tyler, a 43-year-old divorcee and mother of two from Dayton, Ohio. Brooke measures 40-24-35, and we’re here to tell you that chicks with DD-cup tits and 24-inch waists don’t come along too often. But you already knew that. Brooke is the kind of woman with a waist you can wrap your hands around. You could lift her, drop her gently on your hard-on and pound away. And you know what? She’d love it.

How do we know that? Well, take Brooke’s story about the time she went to a male strip club.

“One of the dancers took me to the private couch room, which wasn’t so private,” Brooke said. “I ended up fucking him in front of the whole club until management came up and made us stop. We didn’t get to finish until the next day, and when we did, it was over-the-top great and I had huge orgasms.”

Okay, so sex in public places? Check.

Sex with other women? “Yes. Many times. I love them. I often get caught in the stores following and staring at all the hotties I find.”

And how about this for a sexual fantasy?

“The last one I have left is to get pulled over by a real cop and get myself out of the ticket by sucking him off on the side of the road,” she said.

Advice to Brooke: Drive faster.

Luccia’s a trouble-maker…

“I’m grounded because my parents caught me having sex. It was so embarrasing; I wanted to die right there! They had gone out and I invited my boyfriend over. They came back early and caught us off guard. They threw him out and told me I couldn’t leave my room for two weeks!”

Bummer. You must be going stir crazy.

“It does suck. My vibrator is the only thing that’s keeping me sane. I must spend a few hours a day getting myself off. I mean, what else can I do? My parents even took away my cellphone. And they were so pissed when they saw all the dirty texts I had in there! But the past couple of days I’ve been waiting till they fall asleep to use the house phone to have phone sex with my boyfriend. It’s nowhere near as good as the real thing, but I’m sure all the anticipation will make the sex really hot the next time we do it. I don’t know what the point of grounding me is. I’m still going to go back to my horny ways once I’m ungrounded. Maybe even worse since I’ve been deprived!”

So what exactly did your parents see when they caught you fucking?

“I was riding my boyfriend and my ass was facing the door, so they saw everything. He didn’t even realize they had opened the door, and he stuck it in my pussy two more times while they were standing there and before I could roll over and cover us with the blankets. As embarrassed as I was, I was also pissed. Not because I was gonna get grounded…well, a little bit because I was gonna get grounded. But I was mostly pissed ’cause they walked in on us right as I was about to cum. The last time I was going to have sex in like two weeks and I didn’t even get off. Ugh! I was so close, too! After the screaming match with my parents that followed I finished the job and made myself cum. My parents might be able to stop me from fucking, but they can’t stop me from cumming.”

Can you get un-grounded for good behavior?

“Nope. They know I’m a bad girl and there’s no way they’re letting me off the hook. They want to keep me locked up as long as possible. But I don’t really care as long as I can masturbate. But if they really wanted to punish me they would take away my vibrator!”

Elektra is a former porn star who has something for everyone. For the big-tit lovers, Elektra has DD-cups. For those of you who love hairy pussies, Elektra has a full, overflowing bush. For those of you who love big pussy lips, Elektra has pliable ones that she loves to tug on and twist. She has an engorged clit, too. “Don’t forget my ass,” she said. “I love getting it fucked.”

Elektra usually doesn’t wear panties, but she did for us because we wanted to see her pussy hair overflowing her G-string. If you’re ever with her and want to satisfy her, go down and eat that hairy pussy. “It’s my favorite thing to have done to me,” she said. “That might sound boring, but I’ve lived out all my fantasies. Two girls, three girls, gang bangs, interracial. I’ve even been in a movie with Nina Hartley.”

Yes, Elektra did say that she’s been in a porn movie with Nina Hartley. Back in the 1990s, she also got fucked on camera by Ron Jeremy. So if you’re wondering about the answer to the question we always ask, “Why did you pose for 40Something?” it’s simple. “Because it meant I’d also get to fuck on camera, and there’s nothing I love more. It really excites me to know that men are watching me get off!”

Cherries are like nature’s candy.

“I always heard that guys liked cherries, so I bought these panties with cherries all over them for my boyfriend. I thought it was kind of weird that guys liked cherries so much. I thought they’d like hamburgers and pizzas more or something. But then my friend finally told me that a cherry is a virgin. Duh! I thought they meant like, real cherries. Well, good thing for my boyfriend that my new panties weren’t the only cherries in the bedroom. I was one too, and I was ready to pop it.”

Did your boyfriend like the cherry panties you wore for him?

“He did, but I think he liked the cherry inside of them even more. When I told him that I just learned what cherry really meant, he laughed and said not to worry, that he’d take good care of mine. That’s when he pulled down my panties and put his mouth on places that no guy had ever been before. He even licked my butt; it totally caught me off guard!”

How did you like it when he licked you?

“It felt really good. I’ve touched myself before but him giving me oral was way better than that. His tongue felt so warm and soft and wet down there. It made me want to give him the pleasure he was giving me, so I gave him my first blow job. I put a lot of love into it, and he told me I did really good for my first time.”

Did it hurt when he finally put his cock in?

“Not really. He meant it when he said that he’d take care of my cherry! He was gentle when he needed to be and didn’t go hard or fast until I asked him to. And I was so wet from all the foreplay we did that his dick just slipped right inside. I felt a little pressure when my cherry popped, but it was barely anything. I think the hottest part about me losing my virginity was when my boyfriend told me to cum, I did! He would start moving a certain way and I guess he could tell I was getting close, and he would start whispering, ‘Cum for me, baby. Let it go,’ in my ear. And I would! It was almost like I was cumming on command. I felt like he was in control and I was his little sex puppet. After I came the third time I had to stop him ’cause I was so tired and sensitive. But overall I think my first time was a total success!”

A door-to-door salesman is selling vacation packages, but Margo Sullivan doesn’t need to go anywhere to indulge in her passion: fucking. Particularly getting fucked in her ass. Margo, who’s 49 and divorced, clearly has a thing for men who come knocking at her door. Last time we saw her, she was fucking the guy from the bank’s foreclosure office. Which proves that this door-to-door vacation salesman is a bit of an idiot: If Margo can’t afford her mortgage, how can she afford to go to Hawaii? Doesn’t that guy look at 40SomethingMag.com?

Well, maybe he does. And that’s why he came knocking at her door. It’s kinda like Margo’s version of Halloween. Trick or treat? “How about my ass!”

How’ve you and your juicy pussy lips been since we last saw you in the Nov. ‘09 issue?

“I’ve been good and so have my pussy lips. Actually I take it back. Lately I’ve been kind of bad. I’ve had this overwhelming desire to show off my camel toe in really tight shortshorts. You know the kind–coochie cutters. When I go out to the store wearing my short-shorts the guys are all staring at my crotch. I know they’re looking at my pussy and wondering if it looks as juicy on the inside as it does outside my shorts. It’s so naughty…I love it! They’re not even checking out my ass or tits; they’re looking straight at my pussy. If they looked a little harder they might see the wet spot spreading from me being so horny.”

What’s a fantasy that you haven’t fulfilled?

“One day I’d like to have a threesome with two guys. I wouldn’t mind having one with a girl and a guy, but something about fucking two guys at once is so dirty. It must feel so good to be full of cock–one in your mouth and one in your pussy at the same time. Then when we were done with all our fucking I’d want to get on my knees and jerk them off at the same time so they would both cum all over me. I know that’d be a ton of cum but I could handle it.”

How can you spread your bumhole so wide?

“I’m not sure. I just can! I haven’t done anal yet, but sometimes when I play with myself I’ll put a small toy in my butt. Guys have asked me if they could put their dicks in my ass, but I’m not ready to try that yet. I will one day though. They also ask me to spread my ass super wide for them, too. When I do that they love to bury their face in it and lick away. The wider I spread my cheeks the deeper they stick their tongue into my butt. I like it; it tickles. But that’s as much as I like them to do. Right now I feel more comfortable playing with my asshole by myself. That way if I put a toy up there or something I can control how deep or fast it goes. Putting things in my asshole is new territory for me, so I’m still getting used to it. I would rather explore that on my own before I let someone else up into my asshole. It’s sensitive, so I have to be careful!”

How often do you like to have sex, Mya?

“As often as possible! My boyfriend right now is Mr. Wiggles, my favorite vibrator. He’s a lot of fun to use and all, but I’d prefer some flesh and blood cock. I’m not getting as much sex as I’d like ’cause I don’t have a real boyfriend right now. So I just mess around with my vibrator. But when I do have a boyfriend I like to have sex every day, multiple times a day. I’m a very horny girl, and when I’m dating a guy I get even hornier. I’ve been told that I have a very high sex drive for a girl my age.”

Skinny, tattooed fuck-slut Isabella Loren opens her encore by bending over, looking back at the camera and spreading her asshole good and wide. Hey, you didn’t expect this horny Latina to hit you with any of that glamour bullshit, did you? “Given the choice, I want it in my ass,” Isabella said. “And since I might show these pictures to the next guy I’m with before I fuck him, I want him to know what I want.”

What’s Isabella doing with the hose of that vacuum cleaner? Letting it work its magic on her kinky pierced nipples while she works some finger magic on her always-aching pussy. “I’m basically insatiable,” Isabella said. “Not more than 10 minutes after I’ve been fucked, I want to fuck again, even if I’ve just cum 10 times. I basically spend most of my day thinking about sex. If I’m cleaning my house, I’m thinking about sex. If I’m in my car, I’m thinking about sex. There’s never, ever a time when I’ll turn down a good, hard fucking.”

Isabella pierced her nipples and had tattoos placed around her pussy for a simple, strategic reason: “I always want to draw attention to my erogenous zones,” she said. “You might have noticed my tattoos almost act like arrows directing you toward the areas where I want you to pay attention: my pussy and my ass. In all honesty, I’ve never known a woman as horny as I am.”

“My body is very little, so guys are always afraid they’re going to break me in half if they fuck me too hard,” Isabella said. “And then when it’s time for anal, they always think they have to be gentle. Not with me, they don’t! When it’s time for anal, my ass is always wet and juicy, so you can pound it. Stick your dick in my asshole and work it! Slap my ass and fuck me until my ass is sore. I love it, baby! I don’t even mind if you go right from my mouth to my asshole and skip my pussy. I’m a woman who loves it hard, deep and dirty!”

“We’re not your regular mom and daughter. We’re way more fun!”

That’s what Elli told us during her shoot with her mom, Desi. We have to agree with her. We don’t know too many mothers and daughters who get naked together for the camera. “We’re best friends and we have a very open relationship. I can come to my mom for anything. We always change in front of each other and we even share the same clothes. Hopefully when I get older I’ll be as hot as my mom!”

You two share all of the same clothing?

“Ok, not the bras! My mom’s boobs are way bigger than mine. But that’s okay. I like having little boobs. I don’t even have to wear a bra most of the time. My friends all seem to like my mom’s rack though. They all tell me that she’s a MILF, and then I tell them not to talk about my mom that way.”

Jodi West, who’s 46 years old and from Las Vegas (by way of Scottsdale, Arizona), describes herself as “happily married,” and we think it’s wonderful that her presumably happy hubby doesn’t mind that she flies all the way to our studio to fuck total strangers. She puts her occupation as “cam host/XXX star/Internet personality,” which means hubby really doesn’t mind what she does.

Anyway, judging from these initial photos, Jodi sucks well and fucks well. She says she’s into exhibitionism, light bondage and costumes, and when we asked her about her sexual fantasy, she said, “I’m living it right now!”

You know, sometimes you never can tell about a girl. Jodi was a virgin until her prom night on her senior year in high school. And 28 years later, she’s doing this!

By the way, if you’re wondering about her tight body, which we’re sure you are, the vitals are 5′6″, 120 pounds, 38-24-35. Nice. And her bra size?

“34Delicious!”

“The last guy I slept with was so mean!”

“So this guy and I were fooling around in his dad’s old Buick LaSabre. I’d much rather fool around in a bed, but if I had to choose a car to screw in, that’d be the one. It’s so big and cozy. Anyway, one thing lead to another and we were about to have sex. But he wouldn’t give it to me. He was just like, holding my pussy open with his hands and sticking the tip of his dick in. I kept begging him to put it in all the way but he wouldn’t. It was ike he got off on watching me squirm. I told him he was mean, but the truth was I kind of liked squirming and begging for sex.”

What position were you in?

“We were both in the front seat. It was reclined all the way back and we were kinda spooning, only I was lying on my back, not my side. My legs were slightly open and like I said, the guy was holding my pussy lips open while putting the head of his cock in. He was rubbing my clit at the same time, and I felt like I was on the verge of cumming the whole time. If only he’d just stick his damn cock all the way in! I kept pressing down and trying to squirm my way down his pole, but he wouldn’t let me. He kept me on the edge. I was so wet I think I left a spot on the front seat. Oh well! That’s what he gets for being so mean.”

So did you finally get to cum? He couldn’t have been that mean.

“Yeah, I did cum. A lot. I was horny as hell, so I knew he had to be really horny, too. I mean like, how long was he really going to hold out? His dick was super hard and leaking all this precum so I knew he wanted to have sex bad, too. He was just fucking with me before he actually fucked me. So he finally put his dick all the way inside me and left it there for a few seconds, and I came just like that! I could feel my pussy squeezing his cock and all this juice oozing out of me while he rubbed my clit. Every time he’d pull out and then slide his cock back inside of me, I’d cum. I guess that was the advantage of him making me wait for his cock. No one has ever done that to me before. Usually guys are so quick to stick their dick inside me and then hump me all fast and crazy like a rabbit. Then they cum in two seconds. You can tell those guys are amateurs. But the sex I had with the ‘mean guy’ was way better. He was a pro. I liked the build up and the anticipation, and my orgasms were sooo juicy, and I was so loud when I came.”

So how did it end?

“He came all over my tummy, and right then a cop flashed his light on us! But luckily the windows were fogged up–because of the cold and because of our breathing–so he couldn’t see us inside. Thank goodness we had already both came. I would’ve been so pissed if that cop ruined my orgasm. Especially since I’d been waiting so long to get it. But aside from that, it was kind of fun. The cop rolling up on us made it even more exciting.”

“Doing this is exciting,” Kira Lynn said. “It’s something a woman isn’t supposed to do, and I like doing things I’m not supposed to do.” It’s especially something Asian women aren’t supposed to do. You might have noticed that we haven’t had many Asian MILFs in 40Something. We’ve looked, but Asian women tend to be conservative. Not Kira.

Kira Lynn is a 5′4″, 118-pound bundle of fuck toy with a cute little body, a nice ass you can cup in your hands, a mouth for sucking and a pussy for fucking. “The thing about Asian women is that we’re unlike Latin women in that we tend to dress conservatively, but we’re very much like Latin women in that we put a very high value on pleasing our men in the bedroom,” Kira Lynn said. “But unlike a lot of Asian women, I like to please myself, too.”

Take a good look at Kira Lynn’s pussy. There’s something about it that looks… “Tight?” Kira Lynn said, laughing. “A lot of men have said that. A few months ago, a man actually asked me if I was a virgin! Can you believe that! I’m divorced and have kids, and he thought my pussy was that tight! That made me feel good.” Kira smiled. “It’ll make you feel good, too!”

Tessa! What are you doing to this guy? Can’t you see he’s working?

“Well you know what they say, all work and no play make Johnny a dull boy. And being a traveling salesman must get so boring sometimes. Having to walk in the heat with a suit on and then dealing with all those people slamming doors in your face. I could tell this guy was having a bad day so I invited him inside. He was selling life insurance, but he only got about two sentences into his sales pitch before he got lost staring at my tits popping out of the bottom of my little shirt.”

There’s nothing wrong with mixing business with pleasure. At least in this case!

“That’s what I’m saying! I’m sure people would be a lot happier at their jobs if they could take fuck-breaks. And this set-up was too perfect. No one supervises him, and no one was supervising me since my parents weren’t home. And I was just about to go to town on my pussy with my vibrator when he knocked on the door. Talk about opportunity knocking! So he was there staring at my tits, and I told him that honestly, I wasn’t interested in what he was selling, but I sure was interested in what he was packing. I moved in close to him and grabbed his crotch, and he was totally hard.”

Were you afraid at all that he’d turn you down?

“[Laughs] No! As soon as I opened the door he gave me the once over…twice! That was the green light for me. After I grabbed his cock we started making out and he fondled my tits, so I was right about him wanting me. I can read guys pretty well.”

Did he fuck you how you like?

“Yep. He didn’t hesitate to eat my pussy, and that’s always a good sign. I was nice and wet for him by the time he was ready to fuck. He was really into it and was moaning and stuff. I thought it was hot, and it made me enjoy the fucking even more. I liked it so much that I told him to cum on my face, and that’s rare for me!”

Remember Cassy Torri? She’s the 44-year-old divorcee who made her 40SomethingMag.com debut a short while back by fucking and sucking. Well, this is her mother: 66-year-old Miranda Torri, who, if possible, is even hornier than her daughter. She’s making history here by becoming the first mother of a 40SomethingMag.com MILF to also appear at 40SomethingMag.com.

Here’s what happened. When Cassy got home from our studio, she called her mother, told her what she had done and said, “Would you be interesting in doing that?”

“I told her, ‘Yes, I would,’” Miranda said. “That’s how it started, and here I am! We’ve always had an open relationship. I don’t judge what she does, and she doesn’t judge what I do. We’re very open with each other. And she knows how open-minded I am and that I love to party.”

For a truly unique experience, put photos of Miranda and Cassy side-by-side on your browser and jack to mother and daughter. Go ahead. Do it. They want you to.

Hi, Yulia. Tell us a bit about yourself.

“I live in a small town in Missouri. I was actually born in Russia but came to the States when I was very young. I’m a senior in high school, and I’m so excited that I’m the valedictorian of my class! In the fall I’ll be going to an Ivy League college. It’s bittersweet. I did well in school, but I never had a social life. I missed out on all the partying and hooking up that other girls did, but I’ll have time for that in college. And it’s probably a good thing that I never had a boyfriend or even kissed a boy before. I already played with myself so much. It could be very distracting at times, so I can just imagine that fooling around with boys would’ve taken up all my time.”

You’ve never kissed a guy before and you’re posing nude for us?

“Yeah! I know it’s weird. I’m a goody two-shoes, but I’m pretty open-minded at the same time. I figured these pictures would be like, a work of art, right? And if I meet a guy and date him I think it would be cool to show him these pictures. That way he won’t be completely turned off that I’m a virgin, ’cause if I posed nude before then that means I’m not completely prude, right? I’m just a little worried that guys I meet in college won’t like me ’cause I’m some inexperienced good girl from a small town. But I have my naughty side. I just haven’t had much of an opportunity to exercise it. But I think college will be the perfect place to finally pop my cherry.”

How do you like to masturbate?

“I use a vibrator or rub my clit with my hand. I tried to stick a dildo inside of me once but I was too tight or something, and it didn’t work.”

Debbie looks like a biker chick, doesn’t she? Well, she is a biker chick, but you’re not going to find her on the back of someone else’s Harley. She has her own. Debbie has a need for speed, a need to do daring things…like show her stuff in 40Something.

“I have a fantasy that I’m in a hotel with my man, and we’re making out,” Debbie said. “He sits me in a chair and blindfolds me and tells me he’ll be right back. When he comes back, he’s touching me, kissing me, fondling me. He puts me on the bed, and we get very excited. I’m still blindfolded, but that’s when I feel extra hands and lips on me and realize there’s more than just the two of us. Is that daring enough for you?”

“Most people would consider it daring for me to spread my pussy and ass in 40Something,” Debbie said. “Well, a lot of the biker guys I know are readers, and I’m looking forward to showing my pictures to them. Maybe we’ll have a nice, moonlight circle jerk with me in the middle. Wanna cum, fellas?”

Krystal, what’s this loophole you mentioned?

“Well, technically I’m still a virgin. You know, in my pussy. But that doesn’t mean I’m a virgin in my ass. I have done anal a few times, but I want to save my pussy cherry for when I get married. But I can’t wait all that time without having any kind of sex. And besides, there’s all kinds of good things about doing anal. You can’t get pregnant from it, and it feels super good. I was scared that I wouldn’t like it at first, but it was awesome. I got the idea from my friend. She comes from a religious family and she has to be a virgin when she gets married, so she does the same thing. So we get to fuck and keep our virginities at the same time!”

You don’t stick anything in your pussy at all?

“Just a little bit of my finger sometimes. I want to make sure my cherry is intact for my wedding night. I don’t want to risk breaking it by sticking a dildo all the way up there. ‘Cause guys can tell when your cherry is there and when it’s not. But my butt is a different story. I love sticking things up there. I have anal beads and a toy just for my butt. If I stick a dildo in my assand rub my clit I’ll cum really hard. But sometimes if I just feel like playing with my pussy, I’ll put a vibrator on my clit and cum that way. Or I’ll lie down in the bathtuband let the water run over my pussy. That gives me the most intense orgasms, but then my parents start knocking on the bathroom door and tell me to stop wasting water. Sorry, but a girl’s gotta cum!”

What was your first ass-fucking like?

“It was very, very slow. I was nervous so I made sure the guy took his time. He licked my butt for a long time, and then he worked one finger in there. Then two. That was fine ’cause I was used to putting a small dildo in my ass. I got out a bottle of lube and told him I was ready for him to fuck me in the ass. He poured a ton of lube on my butthole, and then stuck his dick in inch by inch until his balls were practically pressed up against my ass. He started pumping slowly then taking his dick all the way out of my ass and then putting it all the way back in.”

Have you ever had oral?

“Yes, but I have to be careful with that one. It makes me so horny that it’s hard to control myself. One time I almost told a guy to fuck me when he was licking my pussy. Luckily I stopped myself before I could say it.”

Now free of her controlling first husband and happily married to her second, 49-year-old Marina Johnson is free to do whatever she wants to do. And that includes fucking a total stranger on the set of 40SomethingMag.com. Sucking his cock and letting him fuck her pussy. Her ass, too.

“My first husband would have a fit and probably have a heart attack if he saw these pictures,” Marina said. “He’d probably send this magazine to my mother just to get back at me. My mother knows nothing about this. When I got divorced, my entire family sided with my ex-husband because they couldn’t understand why I was leaving him. I got so pissed off.”

Marina’s happy now. In her first appearance here, she fucked a hung, black stud, and this time, she’s taking the action a step further.

“My first husband would never dream of having anal sex with me,” she said. “His loss.”

And our gain.

Lexia, is it true that you’ve never had a cock inside of you before?

“Yes, it’s true. But I don’t know if I’m a virgin or not. I’ve put a toy inside of me before, so am I still a cherry? I’ve asked some of my girlfriends and they’ve all given me different answers. Some say I’m still a virgin, and others say that if I got a toy all the way up there then I’m not ’cause I popped my cherry. Well, I think I’m a virgin, and so does my boyfriend. He wants to have sex with me but I still want to wait some. He asked me if he could just stick the tip in, but I’m afraid to let him ’cause his thingie is so big! And one of my friends told me that once he sticks the head in, I’m gonna want the whole thing in. So I don’t know what to do!”

Why don’t you want to have sex with him?

“I want to wait till marriage, but it’s like, super hard. And my boyfriend did something the other day that’s made it even harder. He went down on me. It felt really good…better than I expected. While I was having an orgasm from him licking me, I wanted to tell him to stick it in so bad, but I didn’t. You know, I think he did that so that I would want to have sex with him!”

And you still don’t want to have sex?

“I do, but like I said, I want to wait till marriage, or at least until I’m absolutely sure that he’s the right guy to give it up to. We’ve only been dating for a month! I don’t think I’m going to have full sex yet, but I might let him stick the tip in. You know, just to see what it feels like.”

Mercedes, do you like being a cheerleader?

“It’s awesome! There are so many perks when you’re a cheerleader. You’re popular, you get invited to all the parties and you get to date all the cute football players. All the girls want to be you and all the guys want to be with you. That’s ’cause everyone knows that cheerleaders are the best at sex. Some people like to spread rumors that we’re sluts, and well, I guess it’s kind of true! I know I’m not the only one on my squad who likes to fuck.”

What’s it like when you’re cheering during a football game?

“It’s a lot of fun! Since I’m so tiny they always pick me to be the one who gets tossed around and be at the top of the pyramid. And I’ll tell you a little secret…one time I didn’t wear panties! I was in sooo much trouble. I almost got kicked off the team for flashing my coochie to the whole school. I think I would have gotten away with it, but some ugly girl snitched on me ’cause she was jealous. I don’t know how I got myself out of that one. Oh wait, yeah I do. It’s because I totally blew the assistant principal in his office!”

That’s hot. What other slutty things do you do?

“I had a threesome with my friend Vanessa. She’s also on the cheerleading squad, and she’s blonde and has big boobs. She kept saying that she gives better head than me, so I had to prove her wrong! We chose this guy Todd to be the judge. He graduated last year. And he got a lot of action, so we figured he’d know what a good BJ was. We got in the backseat of his van and Vanessa started sucking him first. She did a pretty good job, but then I went down on Todd and totally blew him away. Literally! He came all over my face and said I was the winner.”

What happened next?

“Vanessa was pissed that she lost, so I ate her out to make her feel better. I was so horny from sucking Todd’s cock I didn’t even think twice about it. Then we took turns riding him, and when he came again he sprayed us both!”

Nice, fake tits with a tattoo. Meaty pussy. Pierced clit. Yes, the all-American girl is being redefined right here at 40SomethingMag.com, and don’t you love it?

“I do,” said Jenny Hamilton, a 42-year-old divorcee from Nevada. “Men are always surprised when they see the jewelry on my pussy because even though I took them home and started sucking their cocks 10 minutes after I met them, they still have this old-fashioned idea about me.”

An idea that, in Jenny’s mind, she thinks she reinforces.

“Old-fashioned women took care of their men,” she said. “I definitely do that, even if it’s with a lot of different men!”

And here she is again, smashing, once and for all, the traditional vision of the all-American girl. Does the all-American girl suck a total stranger’s cock?

“This one does!” Jenny says.

Does the all-American girl fuck on camera?

“This one does,” Jenny said.

Of course, all-American girls do walk into pool halls and make heads turn.

“It’s what I do on the pool table that makes me special,” she said.

Chastity, you look like such a sweet girl. But we know you’re not…

“Shhh. Don’t tell anyone! My innocent look is why guys like me. I know some guys like slutty-looking girls, but lots of guys also like sweet girls like me. Sometimes it’s good when a girl doesn’t wear much make-up or dress too fancy or sexy. I may look like a virgin, but I’m so not! The truth is that I love to have sex all the time. I also watch a lot of dirty movies, too. They give me inspiration for when I have sex. I really think watching dirty movies has made me better at sex and oral.”

Where do you get these dirty movies?

“I get them from my neighbour. He has a pool, and I don’t, so sometimes he lets me swim in it. And he’s paid me to clean his house as a summer job. That’s when I found his porno stash. I totally took some of the videos home. When I watched them, I got so horny. So I got the idea to watch them while I have sex. It worked great because my guy and I really got into it. If you think watching dirty movies makes you horny when you’re alone, you should try doing it with someone else! And whenever the people in the porno would do something, we would try it ourselves. It was so fun and adventurous. It made me feel all grown up!”

Your neighbour isn’t pissed that you steal his pornos?

“Nope! I was kind of worried about that the first time I took some DVDs and magazines of his, but he never said anything to me about it. In fact, I think it kind of turns him on that I take his pornos! He probably masturbates to the idea of me masturbating to his stash. A lot of the girls in his videos and magazines look like me: young and with little boobs. I think as long as I come over to his house to clean and play in his pool he doesn’t care what I do. And I have a confession. The other day I took off my top while I was in his pool. I just wanted to see what would happen. I can’t say for sure that he saw me, but I think he did. The next time I cleaned his house he had a whole stack of new videos in his usual hiding place. I felt like he put them there to thank me for showing off my titties in his pool.”

Would you ever fuck your neighbour?

“Oh, gee. I dunno. I’ve fucked older guys before. But I’ve known my neighbour for so long it might be too weird! But I’d gladly prance around naked and let him jerk off to me. I would probably even put on a little masturbation show for him. He’s so nice, he deserves it. But if I were to masturbate for him, all bets are off. I might just fuck him…or let him eat me out. I turn into a total horny slut when I’m getting myself off. If there’s a dick in close range to me I just have to have it inside of me!”

The readers have spoken!

In the Jan. ‘10 issue, we asked readers if they’d like to see a teen and MILF set with Sophia and Georgette. The answer was overwhelmingly yes. Well, here it is! You guys asked for it, and now you’re getting it. And what makes this layout even more special is that this is the first three-way for Sophia and Georgette. Both of these ladies were curious about tasting girl flesh, but little did they suspect they’d end up chin-deep in vag that’s decades different in age! A spring chicken and a cougar getting it on…just goes to show you, you’re never too young and never too old to try new things!

Sophia, how did this happen?

“Ms. Parks is actually my neighbor. I’ve seen her out on her lawn and stuff and waved hi before, but I never really talked to her. She always seemed nice enough though. Well, I was passing by her house one day and it was super hot outside. She called to me and asked if I’d like some lemonade. I was sweaty and tired and she was so welcoming, so I told her sure. When I came inside her and her boyfriend–I guess that’s what he is–were real nice to me. They asked me what I like to do for fun and if I have a boyfriend and stuff like that.”

Okay, but how did you end up in a threeway?

“Ms. Parks told me that her and Mr. Pepper had been in a relationship for a long time, and the reason it works for them is because they like to try new things together. Then she asked me if I like to try new things, and I said yes. Then she asked me if I’d like to try new things with her and Mr. Pepper. I got the hint. I thought about it, and I was like, why not? So I sat down in between them and said that I knew what she meant, and leaned in to kiss her.”

Whoa. So…how was it?

“It was really good–the freakiest thing I’ve ever done! Older people have a lot of sex experience, so they can teach you things. And they know lots of different techniques to make you cum. Mr. Pepper’s cock was great. It shot right up for both me and Ms. Parks. I ate her out and she tasted great. Some women really do get better with age! They liked fooling around with a girl as young as me, too. Ms. Parks kept sucking on my boobs and saying, ‘They’re so perky and cute!’ It was a good experience. I think I’ll be going over for more lemonade soon.”

This lovely piece of ass was born in Graz, Austria and is now fucking her way through Southern California. Her name is Shasha, she loves Latex clothes, fantasizes about getting fucked in a beautiful castle (typical Austrian fantasy, right?) and claims to have 976-BIG DICK on her speed dial. Translation: Shasha has a lot of fuck buddies in her sexy life.

Shasha posed for us because she’s already a model and wants to be a porn star. “I love my toys, I love my men and I love beautiful women,” Shasha said in her sexy accent. “I love sucking cock and eating pussy, and I love having my pussy eaten while I’m sucking cock. I’m a grown woman, and I don’t see why I can’t do whatever I want when I want.” Shasha, you can!

Why are mature women better? Shasha explains. “We suck cock really hard and long,” she said. “Our pussies get wet much faster. And we’ll do anything.” At 40SomethingMag.com, Shasha gets fucked in that sweet ass of hers. Why? Because Shasha gets what she wants.

Why are you all sweaty, Giselle?

“Probably because I’ve been working on my bike in a hot garage. My dad taught me a lot about using tools, and I’m a tomboy, so I like being able to fix things on my own. And now that Spring is here the temperature in the garage gets really high. I have to wear as little clothing as possible because of it. But aside from all that, another reason I might be sweaty is because I’ve been thinking about having sex all day. I think it’s time to take off these sweaty clothes and get to work playing with my little pussy.”

So we take it you’re good with your hands.

“You could say that. I know how to handle tools and fix things. But I’m also good at making guys cum with my hands. I’ve been told I give really good hand jobs. But it doesn’t stop there. I’m also good with my mouth and my pussy, if you know what I mean. I love sucking dick and fucking and it shows. And now I’m gonna think about all that naughty stuff while I make myself cum with a toy and my hands!”

What do you do to make yourself cum?

“I play with myself. Pinching my nipples while I rub my clit feels really good. I like to finger myself too, but my clit needs to be touched for me to cum. What gets me off real good is when I put a dildo in my pussy and drill it fast, and use my other hand to rub my clit. I cum so hard that I can feel my pussy squeezing the dildo. I like to tease my butthole when I masturbate, too. Not all the time, but sometimes. It’s a new thing for me. I used to never want to have my butthole played with, but then I went out with some guy and he got me into it. At first I was like, ‘Hell no, you are not touching my booty hole!’ But he was persistent, and with time I realized that I like to have it licked and fingered. I still haven’t had a dick up there yet though.”

Why haven’t you tried anal yet? Are you nervous about it?

“I’m only gonna give up my booty hole to someone special. And by special I mean a guy whose dick isn’t that big. I’ll admit that I’ve stuck a toy–a small toy–up my ass before. It felt good, but I don’t think I’m ready to have a big, ol’ dick up there. I’m down to try freaky things, but not that. Licking and fingering is okay, but no dicks, please! It’s funny how in my pussy I want a big dick, but in my ass I’d only take a small one. But in my mouth I’ll take either. Big ones I can handle ’cause I’m good at deep-throating, but small ones are okay too ’cause it’s easier to fit the whole thing in your mouth, and your jaw doesn’t get as tired.”

You may not believe this (and you’ll believe it even less when you see her pictures) but Sheri Fox is shy. She’s shy when she’s talking about herself and when she’s talking about sex in front of the camera. But 52-year-old Sheri, who walked into our studio with her admiring husband, isn’t shy when her clothes start coming off. The truth is, she’s a wild woman!

Sheri is a horse trainer from Central Florida. She loves anal sex. And she’s into a fetish that she and her hubby enjoy but most people don’t know much about: pony play, in which the participants dress up as ponies and are hitched to carts and sulkies. Then they parade around public places as horse and driver.

As these pictures prove, Sheri is also into fucking her tight, mature cunt with big, black dildos. Which is proof that Sheri isn’t shy. As if you needed any more proof.

What’s up with the pigtails, Nikita?

“I think they look cute on me. Like I’m Pippi Longstocking or something. Some of my girlfriends think they’re dumb ’cause they say that my pigtails make me look immature, but I don’t care what they think. I still like the way they look, and I also like to have them tugged when I’m fooling around. I guess it’s kind of like when boys used to tug your hair on the playground to let you know that they liked you. Only now guys do it when they’re fucking me!”

There’s no way we can ignore your juicy tits. Tell us about ‘em.

“I like to have those played with, too. Sometimes people ask me if they’re fake and it pisses me off sooo much! I’m 100 percent natural. And if you don’t believe me, all you have to do is squeeze them and you’ll be able to tell. Well, even if you do believe me, you should squeeze them anyway. But if a guy is going to be playing with my boobs, he better be ready to lick and fuck my pussy. Because when someone touches my boobs I get wet, and I want to have sex really bad. I’ve been told that I’m like a guy ’cause I get horny so easily and I always want to have sex.”

Does that mean you’ve fucked a lot?

“Not a whole lot. I’ve had sex with two guys, and the one I had the most sex with was the second guy. He was my English professor, and he’s the one who got me into pigtail-tugging. I had just started my first semester of college and on the first day of class I knew we were gonna fuck. I came into class sucking on a lollipop and his mouth practically dropped to the floor. He was staring at me the whole time. We were having sex by the end of the week. I would wear little schoolgirl skirts with no panties to class and then fuck him after. He’d get boners while I sat there, crossing and uncrossing my legs so he could see my shaved pussy.”

Have you ever tit-fucked before?

“I actually haven’t! I know it’s weird ’cause you’d think that’s one of the first things a guy would try to do with me since I have big boobs, but I dunno! I guess the two guys I had sex with were more interested in fucking my pussy. I saw a porno where a girl gets tit-fucked and then sprayed with cum on her chest. I wanna try that!”

You look awfully happy, Tinah.

“I’m always happy. Sometimes my friends even get annoyed by my happiness, but that’s just how I am! And I’ve been in a really good mood lately because I finally gave up my cherry. I can’t wipe this smile off my face! This must be the post-sex glow that I’ve heard so much about. I was like, the last virgin in my class. It was so annoying–like I got held back a grade or something! I would even get teased by some of the girls in my class for it. They said I was scared of cock, but that so wasn’t true. But now I’m all caught up with the other girls who are having sex, and I feel so grown up!”

How did you know the guy that you lost it to?

“He was actually my ex-boyfriend. We dated for a bit and broke up. It was mostly ’cause he wanted to have sex with me but I wouldn’t put out! I was really upset when we broke up, but I got over it and then we became friends. We’d still make-out and stuff, but it never went further than that. Well one night we were hanging out and I was just like, ‘Fuck it. I want to fuck!’ He was shocked that I was saying that.”

Tell us how your first time went.

“It was fun and it felt great once I got used to it. Apparently I have a really little Asian pussy. That’s what my ex-boyfriend told me anyway. I don’t really know too much about sex so I took his word for it!”

Did his cock feel big in your little pussy?

“Are you kidding me? Even his finger felt big in there! He only put two fingers in but it felt like four! When he put his thingie in he had to go really slow. But after a few minutes I got the hang of it and he could go a bit faster. I still need more practice though!”

Hi Brittney. What kind of guys do you like?

“If you would’ve asked me a few months ago, I would’ve said hot, muscular guys that are my age. But then I dated a guy like that and I realized they are not all that! Now I’m way into older men. I’ve got a new boyfriend and he’s 43, and I love it! He’s actually married but that doesn’t bother me. He says that him and his wife hardly ever fuck anymore, and that she’s a total bitch. That’s the complete opposite of me!”

What is it that you like so much about your new and much older boyfriend?
“Everything! He’s so sexy; he has little sprinkles of gray in his hair and a nice, trimmed goatee. He has his own money and he likes to buy me things. And he loves to eat me out. Like, he really takes his time. He told me that my pussy tastes really good and he loves licking it. He doesn’t even go down on his wife ’cause he says her pussy is too hairy! That other young guy I dated would only eat me out for a second, then fuck me and cum super quick. My new guy satisfies me way more.”

Are you afraid she’ll find out?
“Not really. And not to be a bitch, but if she does, it’s not my problem! For now I’m just enjoying the ride and all the great sex my boyfriend gives me. Older guys are really great in bed, and he always makes sure I cum first. I even told all my girlfriends at school that they need to try an older guy!”

How did you meet this guy anyway?
“This is so naughty, but he’s a friend of my dad’s! He came to a dinner party my parents had, and we hit it off. I was in the kitchen preparing the hors d’ouvres while my parents entertained the guests, and he came in to help me. He ended up fingering me in the kitchen while my parents and his wife were in the other room!”

Julianne Spencer, who’s 43 years old and from Madison, Wisconsin, walks into an adult novelty store and checks out the toys. She asks the store clerk for some help with lingerie and tries it on right out in the open. He walks over and starts fondling her body and sucking on her tits, and she sucks his cock. Obviously, she’s taking that “Of course I love you…My dick is hard, isn’t it?” T-shirt to heart. For Julianne, loves means giving up her pussy to a total stranger and taking his load all over her face.

Julianne has never been married. She’s a pre-press specialist (that means she gets printing jobs ready for the press). In an incredible coincidence, she enjoys giving hummers and her favorite car is a Hummer. She enjoys reading and working out. Her tits are C-cups. She’s 5′3″ and weighs 126 pounds. She fantasizes about having a four-way with another woman and two men. And she once had sex on a golf course. We would’ve asked her what her handicap is, but that wouldn’t be gentlemanly.

Did you have fun studying, Khristina?

“Hell no! It was so boring, and I was so horny! I was trying to do research online but I kept looking at dirty pictures and videos instead. I knew if I wanted to get any work done that I’d have to take a break and get myself off. It was the only way I’d be able to concentrate!”

How long did your “cum break” last?

“Much longer than I expected. I played with myself for like an hour! But it was fun. I started off rubbing my clit with my finger, and when I started to get wet I stuck my finger in my hole. I was getting super turned-on so I got out my favorite toy. I knew I was going to need something bigger than my finger to take care of me this time around, and my toy did just the trick. I was so into it that I swear it felt like the real thing! I closed my eyes and pretended it was a flesh-and-blood cock penetrating me. It was what I needed, because when I finished I breezed through my studying.”

When is the last time you had sex?

“It’s been like, a month! That’s probably why I’ve been so horny and distracted lately. It’s been that long because I’ve had so much schoolwork to do that I have no social life. But when I’m not getting sex it’s hard for me to concentrate on my work. It’s a vicious cycle! College is hard. I thought I would be having sex all the time, but I’m always studying! But the semester will be over soon and then I can relax and get laid. I would get a steady boyfriend to take care of me sexually, but I don’t just want one dick. I’m young and I want to try different ones! So for now I’ll have to stick to masturbating while I study. It’s funny; the subject that makes me the horniest is math! Probably ’cause it’s so boring that my mind wanders and all I can think about is getting fucked by a hard dick!”

So Channell, how did this mechanic end up revving your engine?

“My car was smoking and overheating so I brought it into an auto repair shop. It was bittersweet because it really sucks that my car broke down, but at the same time I’ve always loved watching sweaty, dirty car mechanics work. I guess it has something to do with them being good with their hands. Right away I started flirting with the mechanic who was working on my car. I asked him if he could teach me a little bit about my engine, and as he was pointing stuff out I bent over so he could get a good view of my ass. My slutty ways totally gave him a boner.”

Her car is broken, but she still went for a ride!

“I wanted him to put his dirty, greasy hands all over me, and I wanted him to take his tool out of his pants and put it inside me. Forget the car, my pussy was in serious need of servicing!”

Were you satisfied with the service you got?

“Totally. I got my car fixed and I had really great sex. I didn’t even have to pay for the repairs! I think it’s ’cause I let him cum on my face, and I talked super dirty while he was doing it. He really seemed to like that ’cause he shot a huge load. It just kept coming and coming! I’ll definitely be coming back here again. This guy knows his stuff!”

Some women have bachelorette parties before they get married. Not Victoria Peale, a 58-year-old flight attendant from Arizona. You’re looking at her bachelorette party. The weekend after she posed for these pics, Victoria got hitched!

Victoria is, in every way, a porn virgin. Never stripped. Never taken her clothes off for an amateur website. So how did this divorcee, mother of three and grandmother end up in our studio just a week before her wedding? Well, her fiance, a 40Something reader, encouraged it. “I thought he was just trying to cover up for something he did,” Victoria said. “You know, make it equal. But it turned out he wasn’t, and I was only too happy to come here and have my last wild fling!”

With her beautiful face, big tits and overall incredible body, Victoria is a natural for 40Something. She was so comfortable in front of the camera, even shaving her pussy, we had a hard time believing she’d never modeled. “Nope, never,” Victoria said. “But I’m a flight attendant, so I’m used to being in front of people. My sexual fantasy is to perform sex acts on stage in front of an audience, and this is probably the closest I’m going to get.” That’s right: Victoria also fucked, and you can see her XXX debut online at 50PlusMILFs.com.

Victoria enjoys watching porn, too. “I usually pop in a porn video when I masturbate,” she said. “I like to watch women with women or women with large breasts playing with themselves. I love having big breasts because women with large breasts are the kind that turn me on.” Everything seems to turn Victoria on. It’s almost too bad she got married because…well, because she’d make a great MILF porn slut. “Oh, I’ll definitely come back,” she said. “All you have to do is ask!”

Hey Raven, are you like, a goth chick? We heard goth chicks are slutty.

“Yeah, I’m a goth girl, but I don’t know if I’m slutty. I like to have sex and give blow jobs, but that doesn’t necessarily mean I’m a slut, right? Well, there was this one time I went to a rock concert and totally gave a guy head behind a trailer. He probably thought I was easy ’cause I was on my friend’s shoulder flashing my boobs. But that incident doesn’t count, right?”

Um, it kind of does…

“Oh well. That was only one time! Maybe showing my boobs off to the crowd turned me on. I always get a little excited and horny when I’m naked in public.”

When else are you naked in public?

“Does changing in fitting rooms count as being naked in public? I don’t know why, but I find something arousing about undressing inside a store. I’ll take pictures of myself on my cellphone and send them to my boy du jour. And sometimes I get the urge to run out of the fitting room naked and go streaking inside the store. I’m way too shy to try it, but the thought is always on my mind. But what really satisfies my craving to be naked in public is going to nude beaches while I’m on vacation. That’s a lot of fun, but I have to watch out ’cause I’ll sunburn if I’m not careful! But that kind of works in my favor ’cause I get to ask hot guys to rub sunblock on me. I even let them rub the lotion on my butt and titties. I guess that’s a little slutty, but not all the way slutty.”

What would you consider ‘all the way slutty?’

“Like, let’s say I asked one of those guys who rubs sunblock on me to go fuck in the water or something. That’d be all the way slutty. I prefer being half-way slutty. That’s like when you’re not afraid to get kinky, but you still have some standards when it comes to guys. You don’t give up your pussy to just anyone. Like, I’ll dress gothy and slutty, but it doesn’t mean I’m gonna put out. I have to kind of know you for that. But once I’ve decided that I want to fuck a guy, I’ll let loose. I like to have hot candle wax poured down my back, and I just love sharing a cock with another girl. And I always want to try new things!”

As hot-bodied MILFs go, Cassi Torri is one of the best we’ve ever seen. She’s 44-year-old a court reporter who was born in Hialeah, Florida and now lives in New York City, where she is, fortunately, divorced. We say fortunately because that means we might have a shot at her, although you know how these 40Something women are: Even if they’re married, we still have a shot at them.

Anyway, Cassi is 5′7″, 127 pounds, measures 38-26-32 and says she doesn’t have any fetishes, although her fantasy is to be in a three-way with two men, “one in my mouth and the other in my pussy.” Actually, she said “crotch.” Really. She also once had sex at the top of a mountain with lots of people around. We’re assuming that wasn’t Mount Everest.

Cassi has one thing in common with most of us: She likes to watch porn when she masturbates. Then comes the difference: We’ll be watching her.

When did you get all those curves?

“Just recently. Last summer I went from being completely flat to having these boobs! At first I was a little embarrassed about them, so I didn’t even bother to get new bras. I was still wearing my old training bras! It was okay cause they kept my boobs squished down, but they all eventually broke.”

Why were you embarrassed of your boobs?

“I’m really short so I think I look funny with these big boobs, but it’s mostly ’cause of all the attention. Before boys never really paid attention to me, and especially not my body. I was always just one of the guys. But now that I have boobs they think I’m a slut. I’m so not! I’m just a nice girl with big boobs. I haven’t even had sex yet, so I don’t think it’s fair that I get called a slut just because of my chest.”

Don’t most girls want bigger boobs?

“I guess other girls do, but I was fine being flat. But I don’t want to keep talking bad about my boobs. I like them now. One thing I’ve noticed is that they’ve become really sensitive. When I was flat my nipples didn’t have much sensation, but now when I touch them I get so turned-on. And now that my chest is bigger it tends to rub against things more, like my desk at school. When that happens I get chills down my spine and wet in my panties. That’s definitely a good thing.”

She twirls her curls to get your attention.

“The first thing people notice about me is my hair because it’s so thick and curly and long. I had short hair once but I’ll never go back to that. Having long hair is so much more fun. I like to have it pulled when I’m having sex, and I think it looks really hot when I’m naked and riding a guy and my hair is draped over my shoulders and sticking to the sweat on my forehead.”

Do you like to have rough sex?

“Sometimes I do. It depends on my mood. Sometimes I like it gentle. The best is when there’s a combination of the two. I like to get pounded for a little bit and then get fucked slowly. I’ve heard a lot of my girlfriends say that they cum from getting fucked hard, but I’m the opposite of that. I cum from being fucked nice and slow. But that doesn’t mean that I don’t enjoy a good, hard fucking. I love sex, no matter how I’m getting it. And I like to go more than once. I’m the kind of girl who wants to cum over and over again. I stay juicy and horny for hours, so the guy better keep up!”

What’s the most you’ve ever cum?

“No one ever believes me when I say this, but 10 times in one night. It’s not something that happens often, but I guess I was super horny at the time. It was from a combination of masturbating, oral and sex. My fuck-buddy had to change the sheets when we were done because they were drenched in sweat, cum and my pussy juice.”

How many times do you orgasm normally?

“Usually like three or four times. The first two are always the most intense. It always takes me a few minutes to recover from them, but then I’m ready for more lovin’!”

“My dream fuck is a threesome with a guy and a girl,” personal trainer Semmie, 49, said. “After dinner and drinks, we head to the bedroom and 69 each other. There’s always a mouth or a cock on my pussy, and hands are everywhere on my body. And if he wants to fuck my ass while I eat the other girl’s pussy, that’s great, too!”

Semmie was born in Chicago, Illinois and now lives in Las Vegas. She also works as an administrative assistant. Her measurements are 38-26-38, and there isn’t a tattoo or piercing anywhere on her body, most unusual these days.

40SOMETHING: Amazing. What’s the best part of your body?

SEMMIE: My mind. [Laughs]

40SOMETHING: No, Semmie, the best part of your body that we can see.

SEMMIE: [Laughs] I like my boobs. I like my abs. I like my ass. I like my shoulders. I like my biceps. My triceps. My deltoids. My latissimus dorsi. My gluteus maximus.

40SOMETHING: I’m speechless. Where are you from?

SEMMIE: Born in Chicago. High school in California. College in Michigan. Graduate school in New York. Then I spent three years in Europe. I spent one year in Germany and two years in Italy, and now I live in Las Vegas.

40SOMETHING: Let’s talk some more about your body. How do you stay in such good shape?

SEMMIE: I workout. A lot. I’m a personal trainer, and in order to challenge my students, I feel I have to be in a lot better shape than they are, so I’m always in the gym.

40SOMETHING: So you’re with a guy and he goes for your breasts. Licking or sucking?

SEMMIE: He’s sucking.

40SOMETHING: Hard or soft.

SEMMIE: Both. He’s teasing me. He’s changing it up a little. Starts out soft, then hard, then soft again.

40SOMETHING: Do you like having your butt slapped?

SEMMIE: At the right time. Not in an office, but during sex, sure. Not in a grocery store. Having my ass slapped during sex is good.

40SOMETHING: Working out has an effect on your sex life, right?

SEMMIE: Yes. I think being in shape and being strong makes you a better sexual partner. You know, I have a fantasy about being on a back-extension machine. You know that machine that you lean on forward and go down and come up? So if your butt is in the air, having a guy behind me? Sticking it in? [Laughs] I think that’s hot. But I’ve never done it. Only in my wicked little imagination.

The first hookup is the best.

“I’d been crushing on this guy from my school all year long. I didn’t have any classes with him, but his locker was right next to mine. I’d spent so many nights dreaming about what it would be like to taste him and feel him inside of me. No one had ever made me so horny. One day I decided to take action and I left him a note inside his locker. It said, ‘Hey, I’m #246, your next-door neighbor. If you want to hang out give me a call.’ He called me that night to come over! I knew something was going to happen. I was so excited I could practically taste his dick in my mouth already!”

A little less conversation, a little more oral.

“We made small talk, but it was obvious that both of us wanted to be doing other things with our mouths. I sat down next to him and we started tickling each other. Then we kissed and it was on. I couldn’t wait any more. I put his hand down my pants so he could feel how wet I was. He said he wanted to taste it, so he went down on me. The feeling of his tongue sliding up and down my slit was incredible. I came quickly and then dove after his cock. It was so big I could barely fit it in my mouth.”

How did you guys end up fucking?

“After I got him rock hard with my mouth, he pulled me back up to kiss me, and I started rubbing my pussy on his dick. I was soaking wet and my juices were getting all over the place. I kept trying to get him inside of me, but he wouldn’t let me. He was teasing me, letting his dickhead go inside my pussy and then taking it out and rubbing it on my clit. It was driving me crazy, but I loved it. I was so slick and slippery. But eventually he thrust his dick all the way inside of me. That moment was so intense; I felt so filled up. I had to take it slow at first because it was so big and thick–just how I like it! Whenever he would reach the bottom he would pull his dick almost all the way out and then push it all the way back in again. I scratched up his back ’cause it felt so good.”

Have you ever been fucked like that before?

“I don’t know if it was the best sex I’ve ever had, but it was definitely in my top three. He was really good, and he definitely has potential to be my number one. His big dick and the way he fucked me were so good that it made me want to swallow his cum. I never do that! But getting fucked silly like that can make a girl go a little crazy. He had me bent over doggie-style and I had already cum like three times, and he told me that he was getting close. So I told him I wanted him to cum on my face and in my mouth. I think that made him cum even harder; his load was so big! It tasted good, too. Now I know what I’ve been missing all along.”

Nastaya Simmons, a perky-titted 41-year-old housewife who was born in Russia and now lives in a suburb of Los Angeles, makes her 40SomethingMag.com debut by…well, by taking it up the ass. Way to go, Nastaya! Those Russian brides always aim to please. Nastaya, who describes herself as “happily married,” has a smokin’ body: 5′4″, 110 pounds, measurements of 35-26-35.

In addition to being a housewife, Nastaya is a full-time student. She says she’s had sex in an elevator and on an airplane. She was 19 when she lost her virginity to her future husband. Her sexual fantasy is “to have sex on a beach or at a party and have many men.” Where can we sign up?

“My perfect day is waking up to sex, then having more sex, then breakfast, then more sex, then lunch, then more sex, then afternoon sex, a nice dinner, dancing and more sex.” Sounds like a lot of eating.

“I really like it doggie style and when the man holds my hair when he’s fucking me,” Nastaya said. Notice how she said “holds,” not pulls. Be gentle, gentlemen.

When it comes to Jewel, there’s really only one thing that you need to know.

“I love to have orgasms. I get them really easily, too. When I fool around with a guy, I cum at least three times. I get my first orgasm from the guy rubbing my clit, another from him eating me out and a really big one from getting fucked.”

What’s the most intense orgasm you’ve ever experienced?

“It was definitely this one time on the beach at night. I know it sounds cheesy and like the kind of thing that every girl says, but it really was amazing. Everything was just right. I started making out with my date and it was like a switch flipped inside of me–my horny switch. The more we kissed the hornier I got. I laid down and he reached down between my legs and I was already super wet. I came a few times while he played with my pussy, and then I told him, ‘Now would be a good time for you to fuck me.’ He took out his cock and stuck it inside of me while we were in a spooning position. He put his hand over my clit and we went at it. It was like nothing I’ve ever felt before.”

What was so great about that orgasm?

“Well, I’d had like three before that, and when we were having sex I had three more back to back, and the last one was really crazy. I was making weird noises and shivering and shaking like I’ve never done before. I’ve had sex in the spooning position before, but it was never that intense. My date even told me that he came three times back to back, too! When we were done he also told me that it was the best sex he ever had, and I totally agreed. I was so high off the endorphins that all I could do was laugh. It was like we were the only two people in the world. And if you can believe it, after that I wanted to go again. But I decided not to because I knew nothing was going to top what I just experienced. I hope one day I can have another fuck that is as intense as that was!”

What’s your favorite way to have an orgasm?

“With a cock in my pussy. I’m for real! Vibrators and dildos get me off pretty good, but nothing compares to a real cock inside of you. I also like oral, but ultimately I want to be fucked. I can cum from most positions, but if I had to choose my favorite, it would be while I’m on top of the guy and he’s sitting up–like on a couch or in a car. That’s the quickest way to make me cum, and bouncing on the cock is fun, too.”

“Apparently I have like, big boobs!”

“No one ever believes me when I say this, but for the longest time I didn’t realize that guys were checking me out or looking at my boobs. I didn’t even think about my boobs, and I had no idea they were big. I only had one regular bra and the rest of the time I wore sports bras. Then when I had my first kiss the guy couldn’t keep his hands or his mouth off of my boobs.”

That’s when you realized your rack is an asset?

“Yeah! He kept complimenting them and saying that he never would have guessed they were so nice by the way I dressed. It got me thinking that maybe I should show them off a little more. I started wearing tight shirts and low cut tops and I could tell the difference right away. The guys loved it; the girls hated it!”

And how did showing off your breasts effect you?

“It made me more curious sexually. Before, the guys didn’t pay much attention to me so I didn’t think about them or about sex as much as the other girls in my grade. I mean, I liked guys but they were just silly, little crushes. But then guys started looking at me differently and treating me differently. They looked at me like a piece of meat, and to be honest, I liked it. I wanted them to eat me up. I had always been the best friend, now I was the hot chick. I had never played with myself before, and now I do it every day! Thinking about all the boys I wanted to and could play with made me horny like nothing else.”

Have you given up your cherry?

“Not yet. But I’ve played with guys’ thingies, and one of them put it between my boobs! He pumped until he came on my chest. Some of it got on my face and I was shocked; I didn’t know it could shoot that far! That was the first time I ever saw cum. Now I’m curious what it tastes like. I need to give a BJ and find out.”

“I’m a housewife,” said Sabrina, who’s from Galveston, Texas. “Part of my job is to take care of the house while my husband is away at work, part of my job is to take care of the kids and part of my job is to keep myself hot and sexy so he has something nice to fuck when he gets home.” Ya gotta love that attitude, and Sabrina is quick to point out that the last part of her job isn’t work at all. “I love being a MILF. I love that young men want me. I love to fuck. I love that my husband can’t stop fucking me.”

She’s definitely the dream wife. “I got big tits because my husband loves big tits and I didn’t want him looking at other women,” Sabrina said. “I shave my pussy almost all the way because I think it looks pretty and my husband’s mouth gets to my pussy better.”

A 21-year-old girl would get pissed if her husband looked at other woman. A MILF like Sabrina takes action and makes sure he doesn’t want to.

Add Kate plus a male study buddy, subtract the clothes and divide the legs.

“I hate math. It’s so not fun. But I had to pass my stupid algebra test. Luckily there’s this really smart guy in my class who offered to help me out. I didn’t think he was that cute at first. He’s kind of nerdy, and when he came over all he talked about was quadratic equations and variables. It made my head spin, but I think it turned me on that he was so smart. Either that, or I was just horny. I got tired of hearing about math. I wanted to fuck. So I knocked the algebra book and all his papers on the floor and sat on the desk in front of him with my legs open.”

How did he react to your bold behavior?

“At first I was scared that he was going to get pissed. But he was more shocked than anything. I was wearing a skirt and he could totally see my panties. Once the shock wore off he started getting nervous. I could tell because I pulled him closer to me and I could feel him trembling. It was kind of cute. I scooted down and sat on his lap and kissed him. Then we really started getting into it and dry humping and groping each other. It was way more fun than learning algebra!”

“Now I was the one doing the teaching!”

“Turns out that guy had never slept with a girl before. I told him not to worry, that I’d show him what to do. His first lesson was how to make me cum with his tongue.”

How did he do when he licked you?

“Really good! He was eager to learn and he put a lot of effort in. He listened to everything I told him to do, and I had an awesome orgasm. After he ate me out I got on top of him and went for a ride. He really liked that. He came quickly but he was ready to go again, and again, and again!”

First of all, some disclosure: Even though Valerie will have turned 70 by the time you see this pictorial, she was 69 when she shot it. So we don’t want you to think that you’re seeing the first 70something in 40Something history. That big event is gonna have to wait, but Valerie told us she’d be pleased to have the honor. “I’d love to be the first 70something to fuck in 40Something magazine. It would be an honor. I have a very open-minded husband who can’t take care of my needs the way he used to, but he wants me to be happy.”

This is the third time that Valerie, a former school teacher, is appearing in 40Something but the first time she’s fucking. That has nothing to do with her husband. He gets off on her doing this. “He doesn’t mind that I have gang bangs with hung black guys,” she says. “He gave me a gang bang as a 69th birthday present! And he was fine with me coming to 40Something and fucking a stranger or two. As long as I give him the dirty details!”

Valerie looks right into the camera as her horny pussy gets drilled. She’s one of the stars of the upcoming DVD Chocolate-Stuffed MILFs, and she didn’t flinch when she saw the size of the cock on the stud she was about to fuck. “The bigger the better,” Valerie said. “I can take it. I just wish I had found out about hung, black studs earlier in life.”

The stud pumps Valerie’s pussy hard, then when his balls are about to explode, he withdraws and cums all over Valerie’s face and big tits. That’s how it usually happens in porn, right? Well, right now at 50PlusMILFs.com, there’s a video of a stud fucking Valerie and cumming inside her pussy. Yeah, a cream pie! Valerie’s pussy catches every drop of the dude’s load, then she spreads wide and pushes it out. Watch cum drip from the inside of Valerie’s pussy. Yeah, it’s naughty. “Yes, I enjoyed it,” Valerie said. “Who wouldn’t?” Don’t you love her?

Tell us a little about yourself, Phoenix.

“I just started my first semester of college, but I’m not sure what I want to major in yet. I like to listen to music, go out dancing and play paintball. But you guys want me to get to the good stuff, right? Well, I masturbate a lot, and you could say that I have a healthy dating life. There’s always a guy around to keep me entertained. If you asked any of my friends, they would probably all describe me as really horny and always fucking. That’s why they always come to me with sex questions.”

“So my girlfriend was asking me for some advice…”

“She was really horny and she was going on a date, but she didn’t want to put out too soon. She was asking me what to do. I told her to get her freak on! I mean, why deny yourself? If I’m horny and I’m on a date, I wanna fuck. Then I stepped outside myself and listened to what I was saying, and I couldn’t help but laugh and say, ‘Maybe I’m just like, a slut.’”

As long as you’re cool with being a slut…

“I’m not like, a total slut. I just like to have sex, and I’m not good at waiting. I want cock and I want it now! I just don’t get the point of waiting. Some girls think you’ll ruin your chances with a guy if you fuck him too soon, and I guess there’s some truth to that. But I’m not looking for a boyfriend anyway. Just sex friends.”

Once upon a time, a woman in her 40s wouldn’t have been caught dead in public wearing a bikini. But that was then and this is now, a more open-minded era when women like Valery Lopez, a 44-year-old massage therapist from Colombia, have hotter bodies then girls half their age and are proud to flaunt them. So Valery, who has fucked and been ass-fucked for the 40SomethingMag.com cameras, does something a little less racy but just as daring: She shows off her body in a tiny bikini. She’s poolside on a scorching-hot day in Miami, Florida, and Valery’s body-by-Pilates and kickboxing is tight and right. Now please show your appreciate for Valery.

Ever done the horizontal tango, Tiffany?

“You mean sex? No, I’m still a virgin. I’ve come close to having sex before–like I’ve had hot and heavy makeout sessions with guys and they tried to put their hands down my pants, but I stopped them even though I really wanted them to touch my pussy. I wanted to be a good girl, but now I realize it’s so boring and unsatisfying!”

Why did you want to be a good girl?

“I dunno. I grew up thinking that I was going to save myself for marriage. But I’m over that. I’m so ready to do the next guy I hook up with, even if he isn’t my boyfriend. But aside from wanting to be “good,” I think part of what stopped me from doing it before was that I was afraid I wouldn’t be good or the guy would think I had a weird vagina or something. The only one I’ve ever seen is mine so I didn’t really know. I told that to my best friend and she had a solution. She said we should show each other our pussies to see if they look alike. We tried it out and hers was a little different from mine. Her lips stuck out a bit more, but they were fun to play with. We must’ve spent an hour just looking at and feeling each other’s private parts.”

Did that give you confidence?

“Yeah. So much so that I shaved my pussy and even got my clit pierced. Now I’m ready to get some real action.”

Kylie gets drippy for smooth talkin’ men.

“I grew up listening to DJ Rob on the radio. He was always so funny and witty in his interviews, and he knows a lot about music. Especially classic rock, which is like, my favorite. I applied for an internship at the station he DJs at just so I could meet him. I was so starstruck when I finally did. I acted like a total nerd, stuttering and fidgeting. But he made me feel right at home, and even let me into the studio to show me the equipment. It was fun, but to be honest, I was more interested in the equipment in his pants. His package looked huge, and it seemed to be getting bigger by the minute. I knew this was my chance to fulfill one of my long-time fantasies.”

How was his shock jock cock?

“It was shocking! So big and hard and juicy. I got close to him and put my hand on his crotch and felt his boner. He didn’t stop me so I took it out, and I was very happy with what I saw. It was pointing straight up for me and there was a drop of precum at the top. He was just as horny for me as I was for him. He told me that he wasn’t used to messing around with girls my age, and that he was eager to feel how hot my mouth was and how tight my little pussy was.”

What happened next?

“Both my mouth and pussy were so hot and wet. I was practically drooling to taste his cock. I spit all over it, put it in my mouth and sucked it really hard. He told me to keep sucking his head and jerk the rest with my hand, and he came that way! I’d never made a guy cum with my mouth before. He was pretty impressed, too.”

Was your little pussy as tight as he hoped it would be?

“It sure seemed that way. When he put it in me he kept groaning and saying, ‘Oh, yeah.’ And I could really feel his cock stretching my pussy and filling me up. And even though he already came once, the second load he blew was really big! He said it was all thanks to my pussy.”

Once upon a time, Marina Johnson, a 49-year-old housewife who was born in South Carolina and lives in Florida, was a Sunday school teacher. She sang in the church choir. Her husband (ex-husband now) was a deacon. For Marina, doing what you’re about to see her do was the furthest thing from her mind.

“No way,” she said. “I didn’t even have an opinion about girls who did porn because I never thought about it.”

One divorce, one happy marriage and 19 years later, Marina has done a complete 180. Those D-cup tits? Yeah, they’re fake, they’re very nice, they have pointy nipples and Marina never would’ve gotten them if she was still married to her ex. As for sucking and fucking a total stranger on-camera? No way.

“I recently had sex at a swingers club,” she said. “I gave my man a BJ and then climbed on for a ride while the whole room of people watched. What a rush!”

That time, Marina was being watched by maybe a hundred people. This time, 10s of thousands. If her ex-husband knew about this, she says he’d have a heart attack. We think the man should relax. Get a membership to 40SomethingMag.com. Consider what he’s missing out on. You know the saying: You don’t know what you’ve got ’til it’s gone. Stupid bastard.