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“I haven’t always been such a horny, open girl. When I lost my virginity I was so nervous. I was kissing this boy and I got all wet. He was rubbing my crotch through my pants and it made me tingly. I wanted him to touch me underneath my underwear, but I was too scared to let him know what I really wanted. What if he thought it was gross or something? But I was so horny I gave in and told him to touch my pussy. It felt really good. Then he took off my panties and looked between my legs. He said it looked so good he wanted to eat it. I told him just to stick it in, ’cause I still felt a little insecure about a guy’s face being up in my cooch. But when he popped my cherry I lost all inhibitions. Now I’m all about getting my clit licked!”

For most women, spreading their pussy during a 40SomethingMag.com photo shoot would be enough. After all, how many women do you know who bared it all for everyone to see in an international men’s magazine or adult website? But for 43-year-old Mikela, it’s not enough. She didn’t start modeling because she wanted to show off her body. She started modeling because she wanted to get fucked by as much strange cock as possible. So it was no surprise that, in the middle of a photo shoot, Mikela announced that she was bored and went off looking for some cock. Which she found. And sucked. And fucked. Suddenly, Mikela’s boredom was cured.

Hi, Naomi! Welcome back to Booty Mag. It’s great to see you again!
“It’s great to be here again! I know a lot of guys saw me for the very first time in BootyLicious, so it’s kind of like I’m coming home. The thing I really love about BootyLicious is that you guys love asses. I mean, sometimes all anyone wants to do is fuck my ass, but you guys worship asses. You’ve always made my ass feel very appreciated.”

When curvaceous Caroline Pierce realized her student’s mind was wandering during his first piano lesson, she put her foot down�literally. She ordered him to his knees and chastized him for his shortcomings. Then she made him undress while she stomped around him in her heels. She pulled his hair, then she told him to lick her shoes as his punishment, but they both knew it was his pleasure to comply.

Victoria used to be a big lesbo, but something happened along the way. Something that changed her life…for the better. She got a taste of cock and decided she liked it better than pussy. Now she will still occasionally have a taste of twat, but most of her time is spent blowing and riding dick. Watch this former lezzie use her new skills on this guy as she slobbers all over his tool and fucks him like a dick-crazed maniac.

Ah, young love. It is a magical thing, full of the flitting and fluttering of emotions and the quick rush of inexperienced passion. Nothing exudes more heat than two young lovers lost in experimentation and giving in to their newfound lust. Kirra is a virginal cheerleader who doesn’t know much about sex, but she knows that she harbors secret desires that she is afraid to share. In a bold and brash move, she asks her boyfriend to smell and lave her toes and when he does she becomes wanton and wild, giving him her cherry and her feet to cum on.

“Sometimes I think something is wrong with me. All I do is think about boys and sex and dick. When I’m in class, taking a shower, eating dinner, even riding in the car with my mom, all I do is think about someone touching me and licking me down there. My pussy is wet and tingly all day ’cause I’m so horny. And then I masturbate with my dildo whenever I’m alone, sometimes for hours! Is it normal to be as horny as I am?”

Diamond would like you to do her a fa-vor while you’re looking at these pictures from her scene in the DVD “I Fucked Your Wife…Again!” Said Diamond, “I want you to take off your pants so your bottom half is totally na-ked. I want you to look at these pictures of me sucking cock and imagine that it’s your cock I’m sucking. Then I want you to grip your dick tight and stroke it.”

Diamond said it’s important for you to grip your dick tight while you’re jacking to her photos “because then you’ll know what it feels like to be in my mouth or pussy. I’ve been told I have the tightest pussy ever, and when I suck cock, I suck extra hard so you can feel the pressure around your dick. So, c’mon! Tighten that grip around your cock and work it hard. Stroke that big thing!”

Look at how firmly Diamond’s cunt is gripping that dick. “Part of it is because the guy had a big dick and part of it is because my pussy has this special talent of gripping tight around any sized cock,” she said. “Why do you think he blew such a big load on my tits? ‘Cause I can make your fucking balls explode. Stroke it!”

Sara’s favorite part of having sex is when the guy cums all over her face. Some girls don’t like it, but this teen hussy can’t live without it. And we guarantee you she’s thinking about a bucket of splooge spraying her face as she stuffs her slit with this toy. She revealed to us that she loves the salty-sweet taste of cum and it turns her on to know that she can make a guy climax with her wet pussy and hot mouth. Guys always bust a nut when they’re fucking Sara.

Kelly Leigh, 42, was our “Divorcee on the Prowl” when she made her 40Something magazine debut in the June 2006 issue. Now she’s a full-blown porn star who’s into taking it up the ass and giving blow jobs. We should’ve known this would happen. When we first saw her, Kelly, describing the first time she had sex, said, “How was I to know most girls didn’t take it in the ass right off the bat?” It seems as if Kelly hasn’t stopped taking it up the ass since then, especially post-divorce. Gentlemen, this is a MILF slut who loves sex, and it shows in every picture. If these pics don’t get you off, nothing will.

Soleil Hughes is a MILF with a big set of titties and a nice ass. She was born in Barbados but she’s now living in Los Angeles, where she makes her living getting banged. And after work, she gets fucked some more. And when she’s not fucking, she has her fingers or a dildo stuffed deep inside her snatch. “I cum a lot,” said Soleil, who lists her hobbies as horseback riding and fucking. “I don’t care what color the guy is, as long as he has a big cock, and I don’t care where we fuck, as long as I can cum. I’ve fucked on airplanes and I’ve masturbated on airplanes, even in my seat. Fucking in a kitchen was a new thing for me, but I liked it. I guess I just like fucking.” By the way, Soleil hadly ever wears panties. “They just get in the way and slow things down,” she said. Okay, guys. Enough talk. Watch Soleil do what she does best.

Dominique is all about business. She is one of those hard, ball-breaking bosses who takes no shit. So when her incompetent employee, Joey, spills water on her shoes and hose, there is hell to pay. She tells him to clean the mess up right away…with his mouth. Dominique is pleased with teaching this fucking grunt a lesson and sits back to enjoy herself as he licks her feet and shoes. “That will show him who is boss,” she thinks with a sneer. Little does she know that her punishment is EXACTLY what he wanted in the first place.

The first time I had sex was in the back seat of my boyfriend’s car. It was a white Toyota and every time I see one of those cars I remember that night. His dick was so big I was afraid it wasn’t going to fit in my pussy. I had sucked it before, but I didn’t know if I could handle fucking it. So he licked me till I was wet then finger-fucked me while sucking my tits. Then he slipped it in. He had to go slow at first but then once I got used to it, it felt so good in my tight hole. And I only bled a little bit!

I love to touch myself while looking at my brother’s porn magazines. I bet he’s wondering where they all went! Little does he know that they’re hidden under my bed and the pages are stuck together from my pussy goo. I whip them out before I go to bed and imagine myself licking all those pussies and sucking all those cocks. Then I get out my trusty vibrator and go to town on my pussy. One time I moaned so loud that my mom knocked on my door and asked if I was OK! If she only knew…

Randi Layne is a 54-year-old dominatrix from Michigan who’s into hot cum facials and gets off on the idea of guys watching her masturbating when she doesn’t know they’re watching. “Then, suddenly, they’re on me, working my vibrator for me, working my clit til I scream.” In this video, Randi’s in charge, cracking the whip, letting you know you’re a bad boy, sucking your cock. Hey, wait a second! We’re bad, so we get our cocks sucked by Randi? Deal!

Welcome to Booty Mag, Baby Doll. Tell us about yourself.
“Okay! I was born in Tampa and I’m living in Miami, Florida. I’m a dancer in a strip club, and I love giving, hot, nasty lap dances. My favorite TV show is I Love New York, and my favorite actor is Denzel Washington. My measurements are 36-24-40, I weigh 135 pounds and I’m only five-feet tall, so you can pick me up and toss me around in bed, and I’ll be your very own fuck toy!”

“I am a secretary for the CEO of a large financial conglomerate in the UK,” says stunning beauty Maria. “My boss makes me wear dowdy business suits, opaque tights made of wool and oppressive, clunky shoes. I’m not allowed to wear anything colorful, have my nails painted or wear my hair loose. Some women might consider this a form of torture, but not me. I think of it as a test of my ability to behave. You see, all the while I sit still and don’t scratch the itchy fabric on my legs, or complain, he is watching my every move and that’s beyond erotic.”

Missy and Alexa are best friends. They do everything together–walk to school, homework, listen to music…they even shower together. Hell, they even like to suck cocks together. Watch them in this video as they share their love with one lucky guy. What starts off as a threeway kiss ends in a threeway fuckfest. Missy and Alexa nibble on his cock like it’s the last ice cream in the desert and then give him a double dosage of pussy.

Are you a powerful businessman by day and a perverted, little sissy boy by night? Do you need to be disciplined and shown your place by a cold-hearted mistress? Sure you do. We know that you like a woman to tell you what to do and make you crawl on your knees and paint your pretty, pouty little lips with lipstick. We know that you want to be bossed around and told when and how to fuck and yelled at to lick shoes clean. And so does ice queen Puma Swede. Watch as she humiliates her boss and treats him like the overpaid, disgusting pig that he is. This is how sissies like you need to be treated so watch and learn a thing or two. Watch it now, you disgusting slave!

Ashley is a horny little slut who wants you to cum all over her ass. Unfortunately, she’s grounded because her parents caught her fucking a guy she snuck into her room. Bad girls never learn. Now she spends all day stuffing her twat and dreaming about what cock she is going to ravage next. Who knows what kind of antics Ashley will get into when she’s finally ungrounded. Dick-deprivation can make a girl go crazy. Whoever she gets to first will definitely get the ride of their life.

We wind up this issue of 40Something the same way we started it: with fucking and sucking. There’s never been an issue of 40Something with more hardcore sex (four pictorials in all, including the XXXtra section), and now we want to know from you: Is that a good thing? Or is four too much of a good thing?

“When I am on the beach and the sun is on my body and the breeze is tickling my nipples, I am already turned on. But the minute I scrunch the sand between my toes, and I can feel the texture of it on my soles, well then I have to cum. Right then and there. I don’t even care if people are watching me. In fact, the idea that they might be makes me cum even faster.”

“I’ll take my sex any way I can get it,” said Mikela, a 43-year-old MILF from Seal Beach, California. “That doesn’t mean that I’m desperate to get laid, it just means that I’m as happy and comfortable to have a quickie in the back of a car or the bathroom at a club as I am to spend a whole night in some big, soft bed, screwing till I can’t take anymore. It’s the quality that counts for me, not the quantity. Position-wise, I love doggie-style the best, but it always feels great when my man and I are really in sync with our fucking.” Mikela is definitely in sync here. Now the trick for you guys is to sync your jacking with her fucking. Good luck.

Soleil Hughes is a MILF with a big set of titties and a nice ass. She was born in Barbados but she’s now living in Los Angeles, where she makes her living getting banged. And after work, she gets fucked some more. And when she’s not fucking, she has her fingers or a dildo stuffed deep inside her snatch. “I cum a lot,” said Soleil, who lists her hobbies as horseback riding and fucking. “I don’t care what color the guy is, as long as he has a big cock, and I don’t care where we fuck, as long as I can cum. I’ve fucked on airplanes and I’ve masturbated on airplanes, even in my seat. Fucking in a kitchen was a new thing for me, but I liked it. I guess I just like fucking.” By the way, Soleil hadly ever wears panties. “They just get in the way and slow things down,” she said. Okay, guys. Enough talk. Watch Soleil do what she does best.

“At my dancing gig, there’s always one kid’s father who checks my legs out and I know automatically that he is a total pervert. So, I complain loudly about my aching feet and then I discreetly give him my phone number. When he calls, I’ll invite him over and make him rub my smelly feet. I’ll even shove all of my toes in his mouth and force him to suck them clean!”

I get myself off every day. I have to, or else I get in a bad mood. I haven’t had a boyfriend to fuck in a long time,
so I’m getting hornier by the day. I’m getting hornier by the day. I’m sure I could get laid if I really tried, but I have standards. I want a guy who is going to lick my pussy and like it. And I want someone who will actually call me the next day. I’m sick of these guys who just want to rip and dip. I think I’m a pretty good lay, and my box is super tight, so why wouldn’t they want to fuck me again? Would you fuck me twice, or even three times?”

Wow, that cock looks huge, Lystra. How does a tiny girl like you handle all that cock?


“Oh, I can handle even bigger ones. I am so great at giving b-jobs! I like it when I have a guy in my mouth and then I look up at him and I make all these little noises in my throat. I know it turns him on! I think guys like to look down at me, too, because I am so cute and small. But going down is not the only thing I am really good at. I’m good at doing crazy positions ’cause I’m so tiny. I can just wrap my body around a guy’s pole even when I am upside down!”



What was your favorite part about being in Flat & Fucked?


“I liked being cum on at the end of my scene. When I feel a guy’s warm cum splattering all over my body, it makes me feel really sexy like a pro porn star!”

Anneke Nordstrom, a 62-year-old divorcee from Tampa, Florida, is a special woman. You just don’t see too many 60somethings doing anal these days, but Anneke takes that cock up her ass like she’s been doing it all her life…which she has, kind of. “I got into anal when I was in my early 30s and realized I could cum just as hard from anal sex as I do from vaginal sex,” she said. In this video, Anneke takes her time getting that cock up her ass, but it gets there. Yeah, it gets there, and Anneke enjoys every inch of it. “I’ll never get tired of anal,” this mature babe said. “Never.”

Welcome to Booty Mag, Danesha. Tell us about yourself!

“Let’s see. I’m five-foot-seven, 164 pounds. I’m from Miami, Florida, I’m a house dancer in a club, I have double-D-cup tits and 38-inch hips. As for men, I like a strong man with a normal dick. A nice dick that’s not huge is what gets me off the best. Like, five to eight inches is good. Any bigger than that scares me! I like to have my pussy eaten good first, but a good, hard fucking is what sends me into spasms. As you can see, I’m built for comfort, so don’t worry about hurting me as long as you get my pussy nice and wet first. Slam it in to the hilt, all the way to the balls, and fuck me hard. Make the bed rock and the walls shake!”

“There is something very exciting about being outdoors and wearing stockings. Especially when it’s nice and warm out and I can sit down somewhere and remove my shoes and then one by one slowly peel off my sweaty stockings. I love the sensual feel of the fresh air as it caresses my smooth, bare legs.”

Misty has an oral fixation. She started off sucking lollipops for hours a day, but it didn’t satisfy her. She needed something bigger and sweeter. That’s when she was introduced to the wonderful world of cock sucking, and eventually cock fucking. Now Misty has a giant pole in one of her holes more often than not. Watch her here as she chokes down a rod and nibbles on fleshy balls. It gets her so horny she can barely wait to bounce on this guy’s cock for the ride of her life!

Hi, Eufrat. That’s an interesting name. Where are you from and whose couch are you cumming on?

“Thanks. I’m from the Czech Republic, hence the name. It’s a little strange, but everyone calls me E for short. And this is my neighbor Tim’s couch. He’s on vacation with his wife, and I’m watching their place and all their porn flicks, too. It’s cool to secretly cum in their house!”

That’s pretty sexy considering all the nanny cams and security people have nowadays. Aren’t you nervous you’ll get caught?

[Laughs] “Oh, I know that I’m being monitored. They have security cams all over this apartment. I’m doing it for Tim. He loves watching me cum and specifically asked me to masturbate all over the house and cum on his pillow, too. He’ll watch the tapes when his ball and chain isn’t around so he can jerk it to me. That’s way kinky, huh?”

Yeah, that’s really freaky. So are you two having an affair?


“No way! He’s married. This is, like, a favor. Some free porn for him to have with no strings attached!”

“When my husband first suggested that I pose for 40Something, I looked at him like he was crazy,” Ka-ren said. “But then I thought, ‘Karen, you’re the woman who gets off on having sex in public places.’”

These photos–and the ones to come– show that Karen has no hesitations at all about showing off her sexy, womanly, 49-year-old body. “When my marriage was on the rocks, I had sex with my manager in the parking lot where I work,” she said. “And these days, I’m always leaning over and giving my husband sloppy blow jobs while he’s driving, especially on long trips.”

About five years ago, Karen’s oral skills saved her marriage. “My husband was turning 50, and he was going through a late mid-life crisis,” she said. “You know, the new sports car, the hair implants, and he started having a wandering eye, too. I really thought I was going to lose him. Like I said, I even had an affair. But then he realized that no young woman could do the things with her mouth that I can.”

“I’m 49, and I’m my husband’s trophy wife!” Karen said. “How cool is that? And you know what I love just as much? I love that I know he’s going to show this magazine to all of his friends at work. He’s going to say, ‘Look at what my wife, Karen, did!’ I’m planning on having a great time with this. I want him to look at my pictures while I’m riding his cock. I want to watch him masturbate to my photos. I want to see him cum. Sorry, guys, but I didn’t take these pictures just for you. I did it for me, too!”

What’s up, Sadie? Do you always get naked when you do your toes?

“Not always but my boyfriend has a thing for my feet. They make him horny. So when I paint my toenails at his place, I get naked for him and we fuck.”

So, he’s into feet, huh? Are you into it, too?

“I’m kinda new to all sorts of kinky stuff. I guess it’s all right. I’m more into the fact that he is always buying me shoes and stuff. That’s the best part of fucking him. And what chick wouldn’t want to fuck a guy who likes to give them shoes?”

“You know when you fuck somebody for the first time and you can’t stop thinking about it the next day? Well that’s what happened to me! Last night this guy and I hooked up. I’ve been crushing on him, like, forever, so my horniness had been building up. We kissed and my pussy got wet right away, so I shoved his hands down my pants and guided his finger into my hole. He was surprised at how wet I was. Then he licked me real good. I couldn’t take it anymore. I would have sucked his dick but I wanted to ride it even more, so I did. I sat right on his cock and screwed him till we were screaming and all sweaty. God, it was so hot!”

Hey, Cassie. You were into toys and fantasizing about boys in the Jan. ‘08 issue. So, have you landed the man of your cream-dreams yet?

“Not yet. I’m still really shy. I met this chick named Gail at my job and she is teaching me all about being less shy and owning my sexiness. She says that guys like confidence, so she and I practice kissing and touching each other all the time. We like to pretend and take turns being the guy. She makes me blow her favorite dildo and fucks me with it. It feels good.”

Whoa! She sounds like a recruiter for the lezzie squad!

“No way! She has a boyfriend and she said that once I get really good at fucking and sucking that she would even let me practice with him! Isn’t that nice of her?”

What a nice friend. Maybe she just wants to watch you.

“I thought so, too. Oh, well, fuck it. Her man is really fine and I don’t care if she sees. Hell, she could join in, if she wanted to.”

Sonia loves to lick balls and suck dick. Not even the pull of a deep sleep can keep her down when the cock calls. Watch her as she grows hornier and hornier with each pussy lick and mounts this guy for some sweet teen 69 action. Her pussy is tight and his cock is big, but she gladly takes the pounding. Her yearning twat is worthy of a thousands buckets of cum as it slathers her lover’s rod in glistening girl-goo.

So, Ashley, this must be your new dorm room. Are you enjoying your freedom? What kind of crazy things are you doing now that you live alone?

“Ohmigosh! The question is what am I not doing? [Laughs] I love my dorm apartment. I have no roomies so I have lotsa privacy. One of my friends gave me a vibrator as a house-warming gift and the first night I used it for hours and just screamed and came over and over as loud as I wanted to.”

Is it your first toy?

“Yeah. My parents were so nosy and all up in my business when I lived with them that I couldn’t have any kind of toy or they’d have found it. That would have been so embarrassing! Now, I love my toy so much that I am gonna buy a whole bunch of them and use a different one every night of the week.”

Well what about guys? You won’t need toys if you hook-up with a guy.

“I’ve only been with one guy and he could never make me cum. He’d try, but it really sucked. I love my toy and it makes me cum every time I use it. It’s reliable!”