"I'm so horny," 43-year-old Samantha Ray says as she rubs herself all over. "I'm all by myself. I wish I had a big, hard cock. It would feel so good. I just need one right now." She turns around and shows us her ass. "You like my ass?" she asks. "Ooooh, you wanna lick it? You like that big ass? That big, juicy ass?" "Big ass"? "Big, juicy ass"? We definitely like that! Once upon a time, if you told a woman she had a big ass, she'd slap you upside your face. You know, "Does this dress make my ass look too big?" the question all men dreaded? Those days are gone, and it's nice to see a woman like Samantha Ray who's justifiably proud of her big, juicy ass. "What a sexy outfit," Samantha Ray's stud tells her. By sexy, he means that the G-string she's wearing doesn't cover her asshole. And then the action begins, and Samantha Ray is a hot, horny performer, much hotter than you'd ever expect from a first-timer... and a woman who has been married to the same guy for 23 years... and a PTA mom... and a woman who spends a lot of her time on the sidelines cheering on her kids at sporting events. A soccer mom. That's what she is. We'd say we scored.

See More of Samantha Ray at 40SOMETHINGMAG.COM!

"I love big black cock gang bangs," 61-year-old divorcee Jeannie Lou told us even before she walked into our studio. Well, we couldn't provide the gang, but we did supply the big, black cock, much to Jeannie's pleasure.

"I don't know why I love big, black cocks," Jeannie Lou said. "I just do."

Jeannie Lou likes a lot of things, like bondage and spanking and fucking in public places.

"The more the merrier!" she said "I love long, three or four hour sessions of vaginal and anal sex with as many men as I can handle. Or as many men who can handle me! I go to private parties, and I do a lot of threesomes at home. I'll invite a few guys to my place, and we'll have fun all night!"

Having sex in our studio with a total stranger is almost vanilla for Jeannie Lou who once had sex in the back of a truck while mechanics were working on it.

"It was the middle of the afternoon, and we were a rockin' and a rollin', and they were working on the engine and we were having fun," she said. "It was my Mexican friend. He said to me, 'I can't do that,' and I said, 'Oh yes you can, baby!' and we went at it. I was sucking his cock, and he was fucking me, too."

That was 10 years ago. Her engine is still running strong.

See More of Jeannie Lou at 60PLUSMILFS.COM!

In black stockings and sexy lingerie that shows off her nice ass, 43-year-old Samantha Ray from Michigan enjoys her first on-camera suck and fuck. Samantha describes herself as "very happily married," and we're glad to hear that her hubby doesn't mind sharing her. "I did a DP with my husband and a male stripper for my birthday," she said. The stripper fucked her pussy. Her hubby did her ass. "Now my fantasy is to have a threesome with my husband and the pool boy in the islands." She didn't say which islands, although we assume the Caribbean, and she didn't say which pool boy, although we assume she doesn't plan on having her pool boy travel with them from Michigan to the islands. More about Samantha: She measures 37-30-37. She likes to travel. She's into squirting. She's into women. She's a mom. Her first time was with her husband. They were parked on an old gravel road, and cars were passing by and honking. And she says she's never heard a pickup line. "I have been married for 23 years and I dated him for two years before that," she said. We'd say she's a one-man woman. But we all know that's not so!

See More of Samantha Ray at 40SOMETHINGMAG.COM!

When this scene opens, 51-year-old housewife and mom Karen already has the guy's cock out, and within seconds, she's sucking it, something she'd never done on-camera. Her big tits are hanging out of her sheer lingerie, and she's displaying some excellent blow job skills, going deep and getting the cock all wet. It's very important for a woman to have a wet mouth, and different women have different levels of mouth wetness. Karen's? Very wet. Karen's pussy? Also very wet. Karen's mouth is especially wet when she opens it for cum. "I'm proud of my age," Karen said, and she should be. Her body is one of the best we've ever seen, especially if you like women with big tits and curvy asses. She is an impressive on-camera sexathlete, even though she's not a swinger or a nudist. Even though she never imagined she'd be doing this at 50PlusMILFs.com. But then again, that's one of the things that makes this special.

See More of Karen DeVille at 50PLUSMILFS.COM!

The interview is over, and 47-year-old divorcee Tahnee Taylor is ready for action! The guy she's with is 25 years old, and Tahnee immediately takes on the challenge of getting his big cock into her mouth. She succeeds and even lets him fuck her mouth. The more she sucks, the deeper she goes, and at one point, she has to come up for air, but she goes right down again. How much can Tahnee take? A lot. "You just made my pussy wet," Tahnee says as she goes down to suck some more. You gotta love a MILF who gets wet from sucking cock. Next, Tahnee lies back, spreads her legs and gets fucked. Her huge, natural tits jiggle as she gets boned, and she likes to tweak her nipples and play with her clit, too. Tahnee gets fucked in every possible position, and her reward is a mouthful of cum. Next up for Tahnee: the ass-fucking she craves.

See More of Tahnee Taylor at 40SOMETHINGMAG.COM!

If you've ever been a 40SomethingMag.com member or a 40Something magazine reader, you may have seen Karen before. She's a housewife from Wilmington, Delaware who appeared in the May 2008 issue and told us, "When my husband first suggested that I pose for 40Something, I looked at him like he was crazy. But then I thought, 'Karen you're the woman who gets off on having sex in public places.'"

Karen didn't have sex for us back then, but she did pose for some scorchingly hot solo photos in which she showed off her great tits and beautiful ass (she has one of the nicest buttholes we've ever seen) and dildoed her pussy, too. But when she returned to our studio recently, now 51 years old, she went all the way, fucking and sucking on-camera for the first time, and here are the photos!

This is a really special occasion. A lot of times, a woman will pose for 40Something or 50PlusMILFs.com on a lark, just for fun or to say, "I did this," then she'll go back to her normal, everyday life, never to model again. And when a woman disappears off the radar for three-plus years, we usually think she's gone forever and will remain just a fond jack fantasy. But here's Karen, taking her fantasy one step further, and we think you'll agree that the years have served her well.

By the way, in case you were wondering: 36C-26-38. Damn impressive.

See More of Karen DeVille at 50PLUSMILFS.COM!

"I love being fucked doggie-style and hard," said Kristyna Dark, a 43-year-old divorcee who was born in Milwaukee, Wisconsin, lives in Pennsylvania and is into bondage and S/M. "Grabbing my hair and pulling my head back during sex really does it for me, although fucking me while I'm in bondage will also do that. There are so many things I find sexy, although I suppose the sexiest thing in the world to me is a natural dominant. I love a guy who can take control, tell me what to do, turn me into his slut. I adore bondage, and I am a masochist as well as a sadist."

Kristyna is here because "I wanted to have sex on-camera for the first time, although I was nervous about doing it. I'm a bondage and fetish model, but I'd never had sex on-camera." And then she got fucked twice at 40Something Mag.com. "I loved it," she said. "Loved every minute of it." Kristyna says she "likes men who can take control without being some sort of macho idiot. Men who are naturally dominant can get me to do what they want without even noticing it's happening. And I love playing out fantasies of being taken."

See More of Kristyna Dark at 40SOMETHINGMAG.COM!

Tahnee Taylor, a 47-year-old divorcee from San Diego, California, isn't exactly new to 40SomethingMag.com. Yep, you've seen that sexy face and those big, natural tits before. Yep, you have previously set your eyes on her sweet ass and pretty pussy. Three years ago, you saw her here as Liana. She called herself "a lady in the street but a freak in the bedroom." She proved the latter by sliding the heel of a shoe into her pussy.

This time around, she's proving the latter to be true again by sucking and fucking and taking a load of cum all over her face.

"It's great to be back," Tahnee said, "especially since I get to fuck."

Tahnee is one of those women-and we get a lot of them around here-who seems shy and reserved until she takes off her clothes. Then the wild woman inside of her-the freak in the bedroom-comes out and takes over.

Or, in some cases, the freak outside of the bedroom.

"I once had sex next to the train tracks in Orange County, California, on top of this guy's Camaro," Tahnee said. "When the train came by...talk about an orgasm."

We asked Tahnee about the funniest pickup line she's ever heard. It was, "Hi, I'm an astronaut, and my next mission is to explore Uranus."

Funny. That's our next mission, too. Stay tuned.

See More of Tahnee Taylor at 40SOMETHINGMAG.COM!

This kind of thing happens all the time: A guy is working in a health club. Thinking there's nobody in the women's locker room, he goes inside to make sure there are enough towels. But, sure enough, there is somebody in there."What are you doing in the girls' locker room?" 63-year-old Jacqueline says."I didn't hear anybody in here," Juan says."You're not gonna be here when I shower, are you?" Jacqueline asks."I'm leaving," Juan says. He seems really bent out of shape. Is he going to get fired for this obvious breach of health-club etiquette? Uh...no. "Well, that's too bad," Jacqueline says, "because I could really use you to wash my back." Wash her back? Then why is Jacqueline stroking his cock through his pants? What's that all about? "I want to fuck you right on this bench," Jacqueline says.Hey, what happened to the shower? Hey, that can come later. Jacqueline's gonna have to wash the cum off her face eventually.

See More of Jacqueline Jolie at 60PLUSMILFS.COM!

"Look what I bought for you baby. Do you like?" Stella Rose says as she shows up at her guy's bedside wearing skimpy, red lingerie that covers very little and sexy, black stockings. Yeah, he likes, especially when she starts rubbing his crotch.

"I'm so horny right now," she says. "Grab my titties. I just wanna be fucked so hard."

Her tits come out--they're very nice, natural C-cups with dark areolae--then the guy's cock comes out and Stella sucks it. She has an excellent blow job technique, something you can say about most 47-year-olds because, well, because that's the kind of thing that comes with experience. So does the ability to take a good, long fucking, as Stella does.

But one more thing about Stella: Her pussy. It's really pink. Her pussy looks like a fresh, young, 18-year-old's pussy, but it's a 47-year-old's pussy. She flips over her on her back so we can watch the cum flowing out of her fresh, pink pussy and down to her asshole.

Stella Rose is a cam girl, and she told us her fantasy is "to be in a porno." Fantasy fulfilled!

See More of Stella Rose at 40SOMETHINGMAG.COM!

When Jacqueline Jolie sucked, fucked and enjoyed a creampie for her 60PlusMILFs.com debut, she told us, ""I definitely enjoy sex and I'm definitely a horny woman. When Lin Boyde told me about 60Plus MILFs, I got very excited and wanted to pose. Being here is a once-in-a-lifetime experience for me, but I'm having such a good time, I hope it's more than once-in-a-lifetime."

Well, how about twice in a lifetime, Jacqueline? Yes, here she is again, sucking and fucking and this time getting the cum blast on her pretty face. Now that's Jacqueline's idea of a workout!

Jacqueline is an outdoorsy woman who enjoys horseback riding, hiking and playing tennis. She has a thing for cowboys and feet. She was born in California and lives in Arizona. Her tits are DD-cups (we knew you were wondering!), and she enjoys passionate kissing while having her clit stimulated, so rub that cunt while you've got your tongue crammed down her throat. Then slam your hard cock in her pussy and cum in her 63-year-old cunt or on her face. Judging by what we've seen so far, the choice is yours!

See More of Jacqueline Jolie at 60PLUSMILFS.COM!

"I fantasize about having sex in public," said Stella Rose, a 47-year-old divorcee from New York who's doing the next-best thing right here: sucking and fucking for the 40SomethingMag.com cameras and finishing things off with a creampie. "I once had sex standing up at a park. I don't think anybody realized what we were doing." That's probably because Stella wasn't dressed as sexily as she is here in slinky lingerie that doesn't cover much of her curvy body. Stella works part-time at a gym and is also a student and a camgirl. She used to play softball. She enjoys watching baseball (the Yankees), football (the Giants) and basketball, working out and going for nature walks. She likes funny, outgoing guys. She's into feet. And she's had a threesome with two other women. "I like to wear tight jeans with tight tops," Stella said. "I love shirts that show off my cleavage. Sexy to me is confidence in yourself." Stella looks very confident to us!

See More of Stella Rose at 40SOMETHINGMAG.COM!

The video could have been titled "Turnabout Is Fair Play." It's about a 52-year-old woman--we'll call her Trinity--who discovers that her husband has been cheating on her...and right there in his office. "It's so humiliating," Trinity says to Tony, looking as if she's about to tear the jezabelle's panties to shreds. Poor Trinity. Stupid husband. What a big dope, cheating on a piece of ass like Trinity. And probably with a young secretary who's nothing more than a head-sucker. Tony tries to console her, tries to show some real feeling for her situation, and wouldn't you know it, she feels his hard cock through his pants. "I think you just gave me an idea how I can fix this," Trinity says. "The bastard cheated on me. I'm going to cheat on him."

Great idea! She hands Tony her address and says, "Bring a friend."

The friend is Asante, and Trinity gets back at her husband by taking their cocks in her mouth, pussy and asshole. Yes, her asshole. Because there's revenge and then there's Revenge, and everybody knows that Revenge is a dish best served with anal.

See More of Trinity Powers at 50PLUSMILFS.COM!

If anyone doubts that MILFS are the ultimate in voraciously nasty fuck-mates, much sexually hotter and energized than any other female, let them cast their vision to Trinity Powers and forever hold their peace (and piece). Trinity takes on two of the regular ramrod studs here and easily takes their stiff pricks in her talented throat, pussy and asshole. A hooker, a nudist and a swinger as part of her research for her books, Trinity can add 50PlusMILF porn star to her resume. She fucked Asante, spreading her butt cheeks for his beef skewer. She was creamed in her cunt by Juan Largo. Her face was sprayed by a spurting young buck named Ivan. Now Trinity's back to double the pleasure with Asante and Mr. DeSergio, the porn version of I SPY's Alexander Scott and Kelly Robinson. They both take turns servicing Trinity's horny pussy-hole and plugging into her rear-port and finishing off with a cream rinse on her face. Correction. Trinity finishes them off, draining their nutsacs of their precious bodily fluids. This woman has the stamina of a teenager! Trinity is also a great model. She is always smiling this inviting smile that pulls males into her zone. More models across the board of any age should copy her natural smile. How did she find 50PlusMILFS? "I found you on the Internet," Trinity said in her revealing interview published in 50PlusMILFS mag #224. "I was working in a brothel in Nevada, which was another first for me, going behind-the-scenes to find out what being a courtesan is like, and I decided I needed to take it to another level and find another sexual arena, and adult movies and modeling was what I wanted to explore, and you're who I wanted to come to first." If Ms. Powers seems like a very empowered woman--the word "power" is in her name--it's because she is. "I'm a very sensual person, and that's probably why I gravitated toward exploring sex and writing about sex. It's something that's natural for me." And she does it very well. Next up: doing this nasty on video.

See More of Trinity Powers at 50PLUSMILFS.COM!

Don't be intimidated. Sure, it's possible that Cori Gates can kick your ass. It's also very possible that she'll give you the best, most-memorable sex of your life.

"Some people say I don't look feminine," said Cori, a 5'4", 135-pound 44-year-old from California who competes on the pro bodybuilding circuit and is also a porn star. "That's fine. I'm comfortable with me. Some people look at me and say, 'That's ugly," but that's their opinion. Others are intimidated or jealous. People either love you or they hate you. I get a lot of weird looks. I also get a lot of compliments...especially in the bedroom."

And, of course, on the bodybuilding circuit, where she has won some semi-pro competitions and is now trying to find her way on the pro circuit.

"Before I got into bodybuilding, I was perfect for porn," Cori said. "I'm little and I've always had a nice ass. Before, I was too small for bodybuilding but perfect for porn. Now I'm just the right size for bodybuilding, but fortunately, there are still a lot of guys who like and appreciate a woman who is built like me."

Cori, who was born in Maryland, got into bodybuilding when she was 18, then was away from the sport for nearly 22 years before getting back into it when she was 40.

"I've always been fit," Cori said. "My mother got me into it when I was 18, and I was always attracted to weights. But this isn't the kind of thing that most women can just pick up and do. It's a gift. Eighty-percent of bodybuilding is genetics, and the rest is knowing what to do, how to eat right, how to train. I never go to barbeques! But I'm trying to take a slow approach to my career. I want to look healthy. I want to look like a woman. I want to be able to pose for a magazine like 40Something and have a sex life."

See More of Cori Gates at 40SOMETHINGMAG.COM!

Don't be intimidated. Sure, it's possible that Cori Gates can kick your ass. It's also very possible that she'll give you the best, most-memorable sex of your life.

"Some people say I don't look feminine," said Cori, a 5'4", 135-pound 44-year-old from California who competes on the pro bodybuilding circuit and is also a porn star. "That's fine. I'm comfortable with me. Some people look at me and say, 'That's ugly," but that's their opinion. Others are intimidated or jealous. People either love you or they hate you. I get a lot of weird looks. I also get a lot of compliments...especially in the bedroom."

And, of course, on the bodybuilding circuit, where she has won some semi-pro competitions and is now trying to find her way on the pro circuit.

"Before I got into bodybuilding, I was perfect for porn," Cori said. "I'm little and I've always had a nice ass. Before, I was too small for bodybuilding but perfect for porn. Now I'm just the right size for bodybuilding, but fortunately, there are still a lot of guys who like and appreciate a woman who is built like me."

Cori, who was born in Maryland, got into bodybuilding when she was 18, then was away from the sport for nearly 22 years before getting back into it when she was 40.

"I've always been fit," Cori said. "My mother got me into it when I was 18, and I was always attracted to weights. But this isn't the kind of thing that most women can just pick up and do. It's a gift. Eighty-percent of bodybuilding is genetics, and the rest is knowing what to do, how to eat right, how to train. I never go to barbeques! But I'm trying to take a slow approach to my career. I want to look healthy. I want to look like a woman. I want to be able to pose for a magazine like 40Something and have a sex life."

See More of Cori Gates at 40SOMETHINGMAG.COM!

Bethany James, a 64-year-old tall drink of water from Ohio, plays out one of our favorite fantasies in this scene: Sexy MILF fucks her daughter's ex-boyfriend. Actually, in this case, it's daughter's ex-boyfriends because Bethany has her way with two guys. She sucks them. They fuck her. And when they're done, they shoot their loads all over Bethany's face. Fuck the daughter! Mom's much hotter. There's a lot to love about Bethany. For starters, her nipples, which are always erect. Then there's her bedroom voice. You could get hard just by listening to her speak. And her height. She's 5'11".

"Men have always been attracted to me, and I've always been attracted to them," Bethany said. "I love men. I've never had sex with a woman and I never want to because I love men so much. I love the things they'll do to get into a woman's pants."

For example? "A guy once came up to me in a club and said, 'Do your legs go all the way up to there?' I laughed, then I said to him, "Would you like to find out?"

The two guys in this scene find out.

See More of Bethany James at 60PLUSMILFS.COM!

When this scene opens, 41-year-old divorcee Cami Cline is pawing the stud's cock in much the same way that you or I might paw a girl's tits. Aggressively. Hungrily. She wants it.

"Are you going to give me all that big cock?" Cami asks.

Every inch. More if he could.

"Let me see that cock," Cami says as she gets on her knees and prepares to worship dick. That's what these mature women do, you know. They worship cock. Young girls? Maybe they'll flick their tongue at it a few times. Suck the head. But a mature woman like Cami? Even when confronted with a huge tool, she goes for it with gusto, and she opens wide when the stud fucks her face. That's what being in 40SomethingMag.com is all about.

That and getting fucked really hard. Cami does that, too, and is rewarded with a cum facial.

Cami was born in Iowa and lives in Florida. She measures a juicy 34C-26-35. She splits her time between tending bar and going to school in Tampa.

"I'm a homebody, and my family is extremely important to me," she said. "My perfect day would be spent with my boyfriend and my kids kayaking or on the beach."

She also told us that she has sex "daily." Which means that later, when the kids go to bed, the boyfriend fucks Cami.

"Always," she said.

See More of Cami Cline at 40SOMETHINGMAG.COM!

Juan and Ivan are standing by the door, and they're kind of wondering...what the hell is going on here?

"What's up, man?" Juan says.

"No much," Ivan says. "What are you doing here? Didn't you break up with Stephanie?"

"Yeah, I did. I'm here to see her mom. She called me over."

"Are you for real? She called me over, too."

Ms. James answers the door wearing a robe.

"Hi, boys," Bethany says. "Betcha wonder why I asked you here? Well, don't just stand there. Come on in."

The boys sit on the couch. They're nervous. What IS going on here?

"I guess you're wondering why you're both here," Bethany says, standing in front of them.

The boys are alarmed. Did they knock up Bethany's daughter? Uh-oh. Mom's mad!

"Would you boys relax?" Bethany says. "My daughter's not pregnant. She might be a fuckin' tramp, but she's certainly not pregnant. She's out fucking her new boyfriend. You're here because of me."

Are they in trouble?

"Oh, no," Bethany says. "Consider this your lucky day."

She takes off her robe to reveal her hot body. Her tits are on display. Her long legs are in stockings. This IS their lucky day.

"You boys used to fight over my daughter," Bethany says. "But now you get to share me."

Hmmmm...daughter's a fuckin' tramp. Wonder where she got that from?

See More of Bethany James at 60PLUSMILFS.COM!

This is the first time for Cami Cline, a 41-year-old divorcee who was born in Iowa and now lives in Florida. Cam is 5'8", 128 pounds with C-cup tits and green eyes, which you'll probably notice when the camera zooms in for a close-up of Cami's facial. Yep, a facial first time out, and it's a good one. Welcome to 40Something, Cami!

You know, one thing that strikes us is how often mature models tell us that their first time wasn't good. Cami described her first fuck as "rather painful but thankfully quick." But now, she's doing things like having "oral sex in the elevator of the Peachtree Plaza in Atlanta. I blew him on the way up, and he went down on me on the way down!" Now, she's going after the guys she wants. "I almost always make the first move," she said. And she's having sex every day.

What happens between the first time and now? It's as if these women were turned off to sex for a while, but then, maybe in their 30s or early 40s, they found the turn-on switch, and now they're making up for lost time.

"I love blowing a guy then just getting on top of him and having my way," she said.

Which means the guy is having his way, too. These days, with Cami, everyone's happy. The sex is enjoyable. And, thankfully, it lasts a good long time.

See More of Cami Cline at 40SOMETHINGMAG.COM!