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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?

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Arowyn White, who's 43 and from Indianapolis, Indiana, is back for a second go-round, which might make you wonder, "What is she going to do this time that she didn't do last time?"

"Well, I'm going to get fucked in my hot, tight MILF ass!" Arowyn said.

Yes, she is, and as these photos prove, she took it hard and deep, and when the guy was ready to cum...

"He shot his spunk all over my ass cheeks, and it dripped down into my asshole, down into my pussy, down my legs," Arowyn said. "I really made him cum!"

Good going, Arowyn! We love having you back.

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When this video opens, 43-year-old Bella Marino is standing in a doorway, naked except for the towel wrapped around her ass. There's a guy sitting in bed, stroking his cock, which is what most of us would do if Bella was in view.

"Are you ready for me?" Bella asks. "Have you started stroking that cock like asked you to?"

Bella walks in an shoves her beautiful tits into his face. Then she gets into bed and says, "I'm going to turn the light on. I want you to see my pussy." This is something most women wouldn't have the guts to do (most of them want to turn the lights off during sex, although we're not sure if it's because they don't want us to see them or they don't want to see us), then Bella demands that he eat her pussy.

Bella, who was born in Germany and lives in South Florida, takes a serious pounding in this video. The guy's big cock pummels her in all positions, our favorite being when she rides him cowgirl, the camera moves underneath the action and we get a great view of the cock assaulting her pussy. Her asshole puckers, her ass cheeks beg to be grabbed. Bella is a mature woman, so she can take a hard fucking. And love it.

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"I love to flirt and tease," said Demi La RueRue, who was born in Michigan and now lives in Tampa, Florida, the swingers capital of the United States. But Demi isn't a swinger. She's just a divor-cee who likes to fuck a lot. "Posing for 40Something is the ultimate opportunity to flirt with thousands of men and tease them. But don't worry, guys. I don't tease and then not deliver. That's what 20-year-olds do. I'm a horny 54-year-old gal who loves to tease and please."



Demi's hobbies include belly dancing and gardening. She enjoys kayaking, scuba diving and watching the Tampa Bay Buccaneers play football. She fantasizes about having a five-way with four guys from out of an old black-and-white movie. Demi seems to have a bit of a movie fetish. She once had sex in the loft of a movie theater with two tech boys. "Boy, did I ever help out!" Demi said.



Demi wanted to do it all when she came to 40Something, so she sucked, fucked and took it in the ass for 50PlusMILFs.com. The guy who fucked her was 21 years old...33 younger than Demi. When the scene was over, he said, "I've fucked a lot of 18- and 19-year-olds, and Demi has the tightest pussy I've ever had." He didn't mention her ass, but judging by the way he was piledriving her butthole, he was enjoying it. "I loved it, too," Demi said. "I hope the 40Something readers get to see it. I mean, here's this kid who's almost young enough to be my grandson, and he's totally into fucking my ass and just pounding me. That kind of thing makes a gal like me feel good!"

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We don't comment on a woman's back too often, but the truth is, it's one of the most overlooked parts of a woman's body, and Bella's is beautiful. Smooth, shapely, curvy, Bella Marino has the kind of back that you want to touch. She's truly a super-MILF with a beautiful face and a great body, and the fact that she loves to fuck on camera is an added plus.

Bella is 43 years old, was born in Germany and now lives in Boca Raton, Florida. Her measurements are a perfect 36C-26-34, she works as a makeup artist and she's the kind of woman who likes to relax with friends...and fuck. Enjoy Bella, one of our hottest MILFs ever.

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When this video opens, 41-year-old Montana is standing by a window, wearing a crop-top sweater that shows off her tight stomach and very tight blue jeans.

"I am one of the fucking horniest, hottest 41-year-olds you're ever going to meet," she tells us as she rubs her thick, pointy nipples. "I love when someone's sucking on my tits. And then I also like when someone goes down on my pussy."

Montana does a slow strip, then lies back, spreads her asshole with one hand and two-fingers her pussy with the other. "Is this girl gonna get some cock?" you might be wondering...that is, if your brain is still functioning. Suddenly, a guy shows up and starts eating her pussy, and before we know it, the pussy that Montana spent so much time preparing for cock is getting some action. Of course, she sucks the cock, first, sloppily, lovingly, so when it enters her pussy, it's rock-hard. If you haven't guessed by now, Montana is a dirty-talking fuck. She's also a dirty talking masturbator, so this video is actually two jack films in one!

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This is our first look at Montana, a 41-year-old MILF from Chicago, Illinois. She's tight and fuckable at 5'6", 107 pounds, 34-24-32. By that, we mean that she's so slender and her pussy is so nicely shaved that she makes cocks look bigger. See what we're saying? You will when you see her spreading her asshole while getting fucked (skinny chicks' assholes are more prominent than fat girls' assholes). Okay, so here's the skinny on Montana: She enjoys tennis, softball, cross-country running, flag football and is a fan of the Chicago Cubs in baseball and the Chicago Bears and Miami Dolphins in football. She likes outdoorsy guys, and if you ever get her into bed (or want to get her into bed), massage her feet. "I'll melt for you," Montana said. And she had her wildest sexual encounter in a broom closet at her sister's wedding. "Me and this guy I'd just met on the dance floor did it in the janitor's cart," Montana said, proving that when you're built like her, you can do it anywhere.

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Elektra, a 44-year-old MILF from Connecticut (she was 43 when this video was shot about a week before her birthday, which is Christmas Day) has long, brown hair, big tits, nipples that poke through her sexy red bikini top and a hairy pussy that overflows her tiny thong panties.

"I've been growing it for months," Elektra tells us. "It's kinda hard to keep inside my panties. It feels really good."

Elektra has an engorged clit, too. And a tight asshole that responds well to cock. You'll see what we mean. By the way, is it our imagination or do Elektra's tits seem to get bigger when she's having sex?

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The big show kicks off this issue with Ruby Thompson, a gal who just turned 40 and is very happy about it. "I've heard that women reach their sexual peak when they're 40," said this divorcee who was born in Michigan and now lives in rural Georgia. "If that's the case, watch out because my sex drive is already pretty high. I wonder how much hornier I can get."



Ruby celebrated the big four-oh by sucking cock and getting fucked in her broad ass, and the whole time that dick is in her luscious butt, she's looking right into the camera. Ruby definitely isn't shy. "The first time I went to a swing club, I had sex in front of a room full of people," she said. "I have been craving the attention ever since." That explains why she posed for 40Something. It explains why she seems to be so happy about spreading her pink, meaty pussy. "Being in a men's magazine is one thing I've always wanted to do."



"I love to touch myself while thinking about a hard cock in my mouth or my hot pussy," Ruby said. "I've masturbated at work and in tanning beds, but that only gets me ready for the nighttime. I try to fuck at least 10 times a week, more if I can. And now that I've finally turned 40, I plan to fuck more than ever!"

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This is for all fans of big tits, hairy pussy and anal fucking. Yeah, we know, we've covered a lot of ground there, but hey, there's a lot to like?and jack to?about Elektra, who's 44 years old and from Connecticut (now living in Florida). The tits are DD-cup naturals. She usually doesn't wear panties, but she did for us because we wanted to see her pussy hair overflowing her g-string. Her asshole gets filled with cock. Elektra likes to go to casinos. She likes older men and being handcuffed. She's into guys and girls. "I once licked two girls' pussies," she confessed. "I've lived out all of my fantasies. Two girls, three girls, gang bangs, interracial. I've even been in a movie with Nina Hartley." By the way, if you're ever with Elektra and want to satisfy her, go down and eat that hairy pussy. Despite all of the kinky things she's done, Elektra is still easy to satisfy.

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What's this video all about? Debbie, a 47-year-old divorcee from Southern California, tells us right off the bat. No surprise endings here! "I'm here to show you how hot and horny I can be," she says. "Today, I'm going to show you how well I take it up the ass." Of course, before she does that, she does a slow strip, gets her pussy eaten and fingered, sucks cock sloppily and noisily and gets her pussy fucked noisily. But when that dick starts drilling her ass, Debbie really turns into a wild woman! Hey, she's a biker chick. What did you expect?

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"I'm ready to start living the good life!" said Lanie, a recent-divorcee who might've been our "Divorcee on the Prowl" except she hasn't been divorced long enough to start prowling. "But it's not gonna be like that for long! When I was married, my husband never wanted to have sex with me. Meanwhile, men were checking me out all the time. Now I'm ready to play!"


"I have to admit, 40Something kind of changed my life," Lanie said. "I was in an adult shop with one of my girlfriends when I saw the magazine for the first time. My first reaction was, 'I'd like to be in a magazine like that and be admired by guys who like mature women.' So I bought the magazine and when I read the adventures of one of your divorcees, I thought, ?That sounds like fun.' I think every woman, if she's honest with herself, would like to be a slut for a while. Free and easy!"


Lanie knows she has to be careful about slutting it up. She has two high-school age sons at home. "I can't be the town whore," she said. "My boys would never hear the end of it from their friends. But I don't see why I can't go away on weekends, maybe to Las Vegas, and pick up men and have fun. So guys, if you're in Vegas and you see me, I'm ready for action!"

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This is Debbie. She's 47 years old (born December 6, 1962), divorced and she lives in Southern California. She's a biker babe, but that means she rides on the back of someone else's Harley. She has her own. So the girl can ride. Hard. Really hard. In this, her debut pictorial at 40SomethingMag.com, Debbie sucks cock hard, then gets fucked hard in her pussy and her ass. Yeah, her ass. Because a woman like Debbie doesn't do anything halfway. "I usually won't wait for a guy to make the first move," she said. "Maybe I would've when I was in my 20s, but all that has changed. I know better. I think men like sexually aggressive women. I suck cock and ask questions later!" Debbie laughed when she said that. But we think she was serious.

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Lucy Holland and her hubby are having some fun. She's getting naked and he's taking pictures when, suddenly, the hired help barges in. "Your wife's all naked," the garage cleaner accurately points out. The husband says, "We're making a movie and we want you in it. Satisfy my wife." Now, if we're that hubby, we're fucking her ourselves, but go figure. Some guys like to fuck, some guys like to watch and some guys like to do both. Lucy? She just likes to fuck. This 49-year-old housewife (she has two teenage children back home in Georgia) takes the dude's cock hard and deep in her mouth and pussy. And this, 40SOMETHINGMAG.COM members, is what small-town life is all about.

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"I love geeks, metrosexuals and bald guys," said Waya Doyenne, a tall drink of water at 5'11" with hair that goes down below her tits. "Geeks are hot because smart is sexy and they like the same things I like. Metrosexuals are sexually confident without being macho. And bald guys are just totally sexually exotic. Guys, stop combing over and just shave it." And that's an order!


"What gets me off?" Waya said. "Having an orgasm through having my pussy licked, then another through my partner masturbating me, then a final one through penetration." That's three cums if you're counting, guys. "I always imagine that a hot, horny crowd of people are watching me get off with a guy and a beautiful girl," she said. "I can't help it. I'm totally bi. I love women, and I've known that since I was a teenager. I've had more girls than most hetero guys. More than some lesbians, too." But she isn't one. "No way," she said. "I love cock. The thought of you guys getting off to my pics makes me wanna cum!"

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Back home in rural Georgia, 49-year-old Lucy Holland is a housewife and office manager. She lives with her husband and two teenage children, and life can be a little ho-hum if she doesn't inject a little life into it once in a while. For Lucy, injecting life means visiting the 40SOMETHINGMAG.COM studio once in a while and enjoying the experience of a stranger injecting his cock into her pussy while a cameraman films it for all the world to see. That's what she's doing in these photos. She's done some other wild things, too, like getting picked up by four strange men in a local bar and letting them have their way with her. Like fucking on the county courthouse steps at night. She also enjoys playing tennis, reading and horseback riding. So, you see, Lucy is a multi-faceted woman, and small-town life isn't always so ho-hum after all.

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What does 47-year-old Angelique want? Well, she's not shy about it. At the start of this video, this MILF and wife from Washington tells us, "I wanna feel that big, hard cock of yours inside my pussy, and then maybe I'll let you give it to me in my ass. I just want to set my tits free and lick the top of your knob." And the shaft, and the balls, too, as it turns out. "I have a nice, tight asshole just dying to be fucked," she says. But then she adds, "I don't know if I can wait for you baby. Let me show you how I like to get fucked." Okay, so we're going to watch, not fuck, which is fine, especially since Angelique delivers on all of her promises. In the end, the guy fucks her in the end and cums all over her asshole, and we jack and cum while watching. Which is what this is all about, right?

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