"I've never had black cock before, and I'm counting on you to show me a good time," Jennifer says to her new fuck buddy in the DVD Muthas Who Luv Brothas. The guy seems a little hesitant--maybe Jennifer's husband will walk in on them--but his hesitancy disappears as soon as Jennifer starts sucking on his chocolate stick. Before long, Jennifer's black stud is dicking her in every possible position, and Jennifer is having orgasm after orgasm. "Fuck me with your big, black cock!" she screams.

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Fucking a complete stranger, she would never see again, got Roxie's panties soaked with her pussy juices in this scene from the DVD Chubby Twats. As a busty, mature amateur, Roxie trembled with nervousness. The stern, authority-figure dude, was ready to give Roxie a hard fuck, provided she did what he said. Roxie couldn't get enough of her tits being handled and her pussy stuffed with cock, so she happily followed his strict instructions to the letter. She was grateful for the attention and obeyed him every step of the way.

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Audrey Maxx lives in a bedroom community in Tampa, Florida. She has a husband. She has a son. She's a member of the PTA. She volunteers at her son's school. Audrey Maxx has nine tattoos, shaves her pussy daily and enjoys fucking men outside of her marriage. Yes, the two Audreys we just described are the same person. Ant that's what makes this so great! You see, there are plenty of wives and mothers out there who openly play the part of super-slut. And than there is Audrey. Who, by the way, once had a threesome in the ladies' room at The Four Seasons Hotel.

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The idea here is that 43-year-old Mikela Kennedy is a parole officer who gets off on bad guys. We see her rubbing herself while looking at FBI "Wanted” posters. Then we see her trying to be tough. The parolee is obviously an idiot. He doesn't understand that he doesn't need to like doing community service, he just needs to do it...or else. Or else what? Well, let's see. Officer Kennedy asks him what he's carrying in his pants. Turns out he's carrying a big, hard cock. When he pulls it out, the real Mikela—horny MILF who can't resist the chance for a good porking—comes out, gets on her knees and shows him who's boss. WARNING: DO NOT GO OUT AND COMMIT A CRIME IN THE HOPES THAT MIKELA, OR A WOMAN LIKE HER, WILL BE YOUR PAROLE OFFICER. There. You've been warned.

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Georgie made her first appearance in 40Something in the June '06 issue. She thought she had achieved something close to anonymity and privacy when she moved from her hometown of Chicago, Illinois to a small city about an hour west and north of Chicago. "Things had been hectic in Chi-town, to say the least," the 54-year-old divorcee said. "First I lost my job as a teacher because I got caught fucking the principal. Then my husband divorced me. I needed to find a place where nobody knew my name and they definitely didn't know how many times I came! The fact is, a lot of good came out of my troubles," she continued. "I got rid of a bad husband, and I got to be in 40Something, which was very exciting, especially for a woman who was supposed to be over the hill. But despite that, about a year ago, I decided I needed to get away from it all. I had to start a new life. So I found this qui-et little town and bought a house in a very nice neighborhood. I figured nobody would know me. Well, that lasted about a day."

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There is the frequent flyers' club. There is the mile high club. For Lucy Holland, a stewardess, there's the frequent fuck club. Lucy is a charter member. But screw her first before talking about mile high sky-waitresses and air-hookers and dork-talk like that like this dude, who almost messes it big time. Fortunately, she likes the big-mouthed driver. Lucy knows exactly what she wants and she goes after it. She lures the driver into the back of his shuttle and proceeds to bestow upon him the best suck-off he's had in years. Look how she acu-pressures his balls and deep throats the shaft, fucking his dick with her mouth. They decide to find a nice, sleazy motel with themed rooms, near the airport and fuck their brains out. Lucy has fucked all of the pilots of her airline. That's flying the friendly skies, all right! That's why it's called the cockpit.

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Christina may suck at being a maid, but she's a pro when it comes to getting a guy rock hard with her mouth. She couldn't dust a desk if her life depended on it, but she'll take your meat down her throat and then pump it with her pussy till you squirt. "How do you think I've managed in the cleaning biz for so long?" Christina says. "I can get away with being a crappy maid 'cause the real reason my employers keep me around is to fuck me." Which is exactly what this guy does, hard and nasty.

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"My fantasy is to be fucked by many young guys at once," Rachel said. When we asked her what her idea of young is, she smiled and said, "Younger than me, although if a guy has a hard cock and he looks older than me, I'm not going to ask him for his driver's license." Rachel knew it was time to get divorced when her husband of 12 years got angry at her for having her pussy pierced. She filed for divorce the day after he caught her stuffing her pussy with a giant dildo while she was watching a porn DVD. "Life is too short to not get all the cock I can," she said. "I don't need to be with people with hangups."

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Here's Christina, a 42-year-old MILF from a suburb of Dallas, Texas who's making her 40SomethingMag.com debut by fucking and sucking one of our lucky young studs. When it comes to fucking, Christina isn't picky about age. "I don't judge a man by how old he is,” she said. "He could be 20 or 60. As long as he's mature, has a good sense of humor and cares about satisfying a woman, he has a chance with me. This guy I fucked for this scene, I think all he wanted to do was fuck me as hard as he could and get off.” That's the point. That's what we asked him to do. "Eric, treat Christina like a fuck toy,” we told him. And he said. "No problem.” As you're about to see, no problem at all.

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Here's Gigi Jewels, a 44-year-old Hawaiian chick with a sexy face and a nice ass. In this video, we get an intimate introduction to Gigi as she goes through her morning routine. "I can't believe you guys find this interesting,” she said. "Why would you want to watch a woman getting ready?” Well, because we get to watch you touching yourself, Gigi. And we get to see you all wet and soapy, and wet and soapy hot chicks are sexy. But why ask questions? All we know is that our dicks get hard watching Gigi in action. And that's enough.

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"The good Angelica loves her family, works hard, goes to church on Sundays and is always nice to people," Angelica said. "The naughty Angelica will never get married because she loves sex so much and she knows that no Latin man would ever allow his wife to do the things that I like to do. A Latin man would never allow his wife to go to swingers clubs and have public sex with men she just met."

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46-year-old MILF Shawna Winters hates to be ignored. As a crossing guard, she doesn't like that people keep ignoring her stop sign. It really gets her angry. This one idiot keeps walking past her despite her commands. "Sir! You cannot walk past the stop sign!” Shawna yells. She's somewhat irritated. "What are you gonna do? Blow your whistle at me?” the jerk-off replies in a snotty tone. But the fact is, she's hot for him. Because all women like jerks. Even crossing guards. So Shawna takes him home and before long, she's sucking and fucking the jerk. Her reward is a load of man-paste right in the kisser. Now he's glad he did stop.

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Cougars prowl bars and clubs looking for younger guys to fuck. So Audrey works out to be in shape for sex with younger lovers. "I got divorced about a year ago, and the fact is that at my age if I want men, I have to work to keep in shape. And I want men: as often as possible. My job is very demanding, so I play hard to de-stress. If I'm not hooked up with a guy, I'm out with my girlfriends three or four nights a week. There are four of us and we go out with the sole purpose of getting laid." Getting divorced at age 42 threw Audrey's life into a tailspin. "My ex left me for his 24-year-old secretary." she said. "I was depressed for about three months, so to speak. In the last nine months, I've fucked more and cum more than in my last 10 years of married life combined." Audrey is a busy woman who usually works out at home, but if she's really horny and her girlfriends are buys, she takes advantage of her membership at a local gym. "To some of the younger guys at the gym, I'm the older babe with the tight pussy, even tighter butthole and the deep-throat mouth who'll fuck them to exhaustion," she said. "I know I have a reputation there because my girlfriends -who go there cock-hunting, too- have heard people talking about me, but that's okay."

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Lucy Holland is a hot MILF with a pussy that's tight as a drum. She gets her kicks working as a stewardess, and you can bet that she gets new cock in every state and country she lands in. That's a lot of cocks, and she's got years of experience under her belt. So she knows how to properly slob on a dick, and her man-toys can't resist her wet and snug slit. But what about those long plane rides from destination to destination? Lucy has been known to sneak in the bathroom with a horny passenger to give him good, hard lovin'. Now that's what we call first-class service!

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"I like when a man slams my pussy hard, and I reach down and play with my clit. That way, I can have an orgasm deep inside my pussy and a clitoral orgasm at the same time. I didn't discover that until I was 42. Until I was 40, I never would have had the nerve to masturbate while I was fucking. I would've been too embarrassed. What was I thinking?" When we told Phoenix that she was this issue's covergirl, she screamed. "This definitely is the most exciting thing I've ever done. Better than TV. When you think about it, it's strange to be laid out here with my legs spread and my pussy exposed for all the world to see," Phoenix said. "But that's what makes it so exciting, too. I think everybody should do at least one thing in their lifetime that they never would've dreamed of doing. For me, this is that thing."

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