Karen is sick in bed. She can barely move. She feels AWFUL! Her hubby, who’s already late to work, wants to help her as much as he can, maybe give her a little tender loving care, but all she wants is to be left alone. Or so he thinks. Because when he leaves, Karen gets the cure for what ails her: Cock, and we’re talking about the prescription dose: Two cocks, one for her ass and one for her pussy. And by the time she’s done, Karen no longer has a stuffy nose. She has a stuffed pussy and asshole.

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A woman’s first time is always special and it’s even more special when that
first time comes when she’s 45 years old. No, this is not the first time
Trisha, a secretary from upstate New York, has had sex, but it is the first
time she’s had sex on camera. “I’m excited and nervous,” she says as she
stands on the balcony of an apartment in Miami, Florida, the traffic roaring
way down below. But it’s not the first time she’s had sex with people
watching. She’s a swinger, with guys and girls. Now, a few notes about this
video. First, Trisha Lynne performs a sexy striptease for us. Then, when
she’s sucking this guy’s cock, she tries to talk with her mouth full. She’s
unsuccessful, but the effort is sexy, anyway. So enjoy Trisha’s first time.
It’s only gonna happen once.

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When Barbie made her 40Something debut in the January ‘08 issue, she said, “I always make sure I have time to get laid. It’s for everyone’s good. If I don’t get some cock regularly, I’m miserable.” Let it be known that Barbie doesn’t discriminate when it comes to cock. “I love black cock. I love white cock, too, but there’s still something a little forbidden about a white woman fucking a black guy. When the stud 40Something gave me was fucking me, I kept looking down at my pussy. I loved how his big, black cock looked against my skin.” Barbie fucks and sucks a big, black cock in our first 40Something interracial DVD, Muthas Who Luv Brothas. But, like we said, she likes black dick, white dick, any kind of dick, as long as it’s big and hard. She likes pussy, too. Her fantasy is to have a man and a woman together. Preferably, two women and one man, all servicing her. Barbie, that can be arranged. “You know how some people think women dry up when they get older?” Barbie said. “Not me. I’m wet all the time. I’m always in the mood to cum. The fact of the matter is that other than the color, there’s no difference between white cock and black cock,” Barbie said. “If I had closed my eyes and didn’t know, I couldn’t have told you which color cock was fucking me. And, as you can see, a guy’s cum is always white and creamy. That’s the best part.”

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First, the stats: sexy Violet is 5′3”, weighs 125 pounds and wears 34C bras. She’s always on the move because she is a lounge singer, one of those entertainers you might catch in a hotel lounge, casino or private club. She’s kinda at the lower end of the age scale to be in the cougar-class of babes, but she sure as hell qualifies! “I don’t like to be ignored when I’m performing, so I always dress very sexy and handle the microphone like it’s a cock,” she said. “So the guys, at least, will watch me. I use whatever tricks I can to get attention. I flirt with guys when I’m performing, and if I see a sexy guy who appears to be alone– not with a woman–I’ll make it quite clear to him that he interests me by playing up to him as I’m singing. Don’t get me wrong; I’m not off screwing a different guy every night of the week,” said Violet. “But I get horny and my toy doesn’t always do it for me. So, younger guys are my first pick: guys in their early 20s are the best. They have the quick recovery thing going for them which is a big deal for me.?I mean, I don’t want to have just one fuck during a one-night stand. I want a full night of action with oral and multiple fucks and if the guy really gets me turned-on, some anal sex as well. Guys my age and older can’t manage that. I want to fuck till we’re exhausted and can’t move.”

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This one all starts so innocently. Karen Kougar, a 46-year-old swinger from upstate New York, is modeling some sexy lingerie. This is going to be a glamour shoot right? Wrong! Suddenly, she’s in bed. She picks up the phone. Uh-oh. Two guys show up. Double uh-uh. And before we know it, Karen is on her hands and knees, slurping cock and balls while getting her pussy eaten. That mouth is gonna get fucked and that pussy is gonna get fucked. Innocent lost. But remember: this is Karen Kougar. And there are two guys. And she loves taking it up the ass. So what does that mean? DP action! Cunt and asshole jammed full of dick meat at the same time. Karen filled with the rim in every one of her orifices. How sexy. How glamorous!

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“I love that I can still go to the beach wearing skimpy bikinis,” said Ginger, a working mom. “My goal is to still be able to wear my bikinis to the beach when I’m 60. I want to be the hottest 60-year-old at the beach!” At 46, Ginger is a long way from the big six-O, but we’re willing to bet she’s the hottest 40something at the beach. “I get a lot of attention, especially when I’m wearing my string bikini,” she said. “My double-D-cup tits pop out, and the bikini string disappears between my ass cheeks. Men love it!” Ginger’s favorite TV?show is Dexter, her favorite movie is Crank and her favorite actor is Vin Diesel. She’s a big sports fan who loves baseball, hockey and golf and works out five times a week. “I have to keep this body in shape,” she said, smiling. “I plan on staying hot enough to fuck.”

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“I love to get freaky,” said Trisha Lynne, a 45-year-old secretary from upstate New York who’s getting freaky right off the bat in her 40SomethingMag.com debut. Here she is, fucking and sucking as naturally as she might…take dictation? Do secretaries still do that? Or do they just fuck and tease their bosses? Trisha Lynne, who stands 5′4″ and weighs 118 pounds (with measurements of 36C-26-33) does it all, and she does it well. “I love riding a motorcycle, walking, sewing, and spending time with my kids and grandkids.” She’s a GILF! “I have many fantasies. One that I’ve yet to fulfill is to have multiple guys at the ame time. Lots of cum all over me would be so hot!” We’ll see what we can do, Trisha.

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When Dani needs to move into her new apartment, she tries to depend on her boyfriend do all the heavy lifting. But like the true cad he is, he leaves her stranded with a twisted ankle. Luckily for her, her foot-loving neighbor has been waiting for an opportunity to cradle Dani’s feet in his hands and lift her toes to his lips. Dani is so grateful that he is going to help her move her things, tend to her wounded ankle and suckle her peds, that she gives a foot job and fucks him hard. Watch this blond bombshell strip off her Keds and give him her peds on his couch. Her long legs are perfection and her feet get a thorough coating.

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Cougars prowl bars and clubs looking for younger guys to fuck. Jazella is 5′ of dynamite. She weighs 100 pounds and wears 32B bras. She is divorced, and is a salesperson in a major department store. What department? “The menswear department, of course,” she said. “I volunteered to work there. It’s a great place to meet guys and get dates. Really! See, I enjoying going to bars and clubs but I’d rather go to them with a guy than with my girlfriends. Jazella knows what she wants when she gets a guy naked and into bed. I’ll suck his cock some to get him going, but?I’d rather he hold off cumming and do it inside me a bit later. (When I do give a complete blow job I always swallow!) I’ll get the guy to lick my pussy and make me cum, then I’m ready to screw. I love doing it doggie-style–my pussy or my butthole–but I also really enjoy missionary style with the guy’s weight on me, especially if we can cum together.”

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“I love cock,” 50-year-old divorcee Kelly Alston tells us near the beginning of this video. She also reveals that she’s had 100 cocks enter her pussy during her lifetime. Make that 101. Kelly gets it good in this scene, and she gives it good, too. Now, just one thing. Kelly keeps on saying, “I’m old.” Okay. Whatever she thinks. But we think she’s ripe. Mature. Plush (check out her cushiony ass, fellas). And if we turned out to be #102, well, that would be perfectly fine.

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We close things out this issue with beautiful covergirl Gia Giancarlo who, believe it or not, is 52 years old. Yeah, we checked her ID. We proofed her. And she’s the most spectacular 50something we’ve ever seen. “Thank you for the compliment,” Gia said as she began to disrobe, revealing a body that most 18-year-olds would be proud of. “I’ve been mistaken for as young as 35 and most people don’t believe I’m over 40. But I’m very proud of my age. When people ask me how old I am, I don’t get offended. I say, ‘52,’ and wait for their reaction. I guess it’s a combination of luck, good genes and hard work.” Her face is gorgeous. Her tits are perfectly formed C-cups. Her waist is tiny. Her legs are long. And her pussy is as tight as it was 34 years ago, when she lost her cherry. “I think if the guy I lost my virginity to had sex with me now, he wouldn’t be able to tell the difference,” Gia said. “My pussy is very tight.” A few basic facts about Gia: She was born in New York City and now lives in South Florida. She’s a businesswoman. And she equally enjoys the sexual company of men and women.

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Kelly Alston, a 50-year-old divorcee from Raleigh, North Carolina, works in medicine, not in porn, so she’s not a porn star. But in face and body-type (shaved pussy, too), she reminds us a lot of uber-40something porn star Kelly Leigh. The tits, the ass, the pussy, are all reminiscent of Ms. Leigh. But will Ms. Alston take it up the ass like the other Kelly? Time will tell, but we’re guessing yes. This is a woman who’s very happy about fucking. Check out JPG 34. Kelly is smiling while she’s sucking cock. How many times have you seen a chick smiling with a cock in her mouth? Never, right? “I love sex, and I’m a born exhibitionist,” Kelly said. “The idea of all you guys looking at me gets me wet!” Looking? We’re not just looking. We’re jacking! And imaging what a three-way with the two Kellys might look like. A battle over cock, that’s what it would look like!

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“When my husband left me a few years ago for a younger woman, I was devastated. I felt ugly and I thought that I would never again know what it was like to be touched by a man. Then my girlfriend gave me a copy of Leg Sex and told me that I needed to explore different things. Seeing all those women dressed in beautiful lingerie, having their feet worshipped by men, opened a whole new side of my sexuality. I started wearing sexy shoes and revealing dresses and went out with my single girlfriends. At first I was very shy because I thought I was too old to be on the dating scene, but things have changed! MILFs are in nowadays and all of a sudden these much-younger men were hitting on me. It wasn’t long before I was having sex with them anywhere and everywhere we could. I even had sex on the balcony of a nice restaurant, doggie-style, sprawled over our table with my dress bunched up over my ass! Now, I can’t get enough sex! I’m currently dating three
different guys and all of them love feet and foot-play! I’m having the best orgasms of my life. There is nothing like having sex with a younger, virile lover who isn’t afraid to explore my newfound kinky side. My favorite thing is when I look down and see my lover-of-the-moment kissing and tasting my toes. And I love giving blow jobs through my sheer pantyhose. I like to wrap the nylon taut around a hard cock and suck and suck for hours. The sensation of the fabric in my mouth makes me so wet!”

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Sexy, seductive Joclyn Stone from Southern California is back and fucking for us. She opens this scene wearing a red dress that barely covers her rack, but we all know that it’s her ass we want to see, and she shows it off. Of course, she’s not all show. She delivers the goods in a big way because, as she says at the start of this video, “I like lots of men.” Does Joclyn always dress to show off her ass? “I can’t help it,” she said. “It’s impossible to hide, unless I wear a sack, which I never do. My ass attracts attention, and that’s good. Attention is what I want.” Her pussy and tits get plenty of attention in this video, too. Obviously, Joclyn is a pleaser.

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“I work in a shop that sells sexy lingerie,” said Ember, a British divorcee who takes full advantage of the employee discount. “These stockings are my favorite item.” Yes, Ember came to her 40Something photo shoot with her own wardrobe, and she proceeded to destroy it, crotch first. “I’ve gone through 20 pairs of these already,” she said. “I love to wear them and have my lovers tear through them to get to my pussy. I wish I had discovered the shop and my love of lingerie while I?was still married,” Ember said, somewhat sadly. “My problem was that all I cared about was keeping a nice home and taking care of our children, when I should have spent more time taking care of my hubby’s needs. Then, when he left, I needed a job, so I started to work at the lingerie shop. That’s when I realized that I love sexy lingerie, and that’s when I realized how much fun the company of a gentleman can be.”

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