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When this scene opens, 71-year-old Katherine Merlot is going over some house plans with Tony. She's wearing a tight, blue dress that shows a lot of cleavage. She's stunning with her creamy skin and red hair."I thought there were a few other options we could explore before I make a decision," she tells him, grabbing his tie. But she's not interested in cabinet colors, which she makes obvious by climbing onto the desk, spreading her legs and rubbing her pussy through her panties. "I prefer something much more exciting than cooking," Katherine says. "Do you like older women? Do you like older cunt? Ooooh, baby, do you like that nice, mature, juicy cunt?" He obviously does. She obviously loves having it fingered. And fucked. And creampied. Katherine's actions here might seem unusual, but they really aren't, at least for women over-50. Girls in their 20s would rarely be as sexually aggressive as Katherine is here, going after Tony's 33-year-old cock and talking dirty, referring to her pussy as her "cunt." But that's part of the beauty of mature women. They don't beat around the bush. Actually, Katherine doesn't have a bush. She shaves her bush. But you get the point.

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When this video opens, Gillian Sloan, working girl, is writhing in bed, running her hands all over her tight, little body, teasing us. "Do you want to pinch my nipples?" she asks. "Do you want to touch me? Do you want to slip your cock inside me?" Then she tells us, "I want to feel nice, warm cum all over my body. I love to feel it dripping between my thighs, mixing with the wetness from my pussy." In the end, Gillian gets a facial, but that's okay by her, because as the camera closes in, we get nice, jackable views of her cum-covered face. In between, Gillian has her pussy eaten, and while that's going on, she says, "Oh, I want to suck your cock." How many women beg to suck cock when they're having their pussies eaten? Not many. Think about it: Do you ever ask to eat pussy when you're having your cock sucked? Then Gillian gets her pussy pounded in a variety of positions. Yeah, she's a real-life escort, but that doesn't mean she doesn't enjoy fucking. She does. Gillian is 45 and from New Jersey, although she spends a lot of her time in Nevada. She's a fan of the New York Yankees--"Derek Jeter even signed a ball for me in a restaurant"--and she enjoys reading, watching movies, going to the beach and going for drinks in dive bars with friends. Yeah, we said dive bars. Because even though Gillian looks classy (very classy), a girl's got to get down and dirty once in a while. And that's where 40SomethingMag.com comes in.

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Lives: Long Beach, California; Occupation: Student; Age: 19; Born: January 10; Ht: 5'7"; Wt: 120 pounds; Bras: 34B; Panties: Sexy cotton; Anal: Sometimes; BJs: Swallow; Diddle: At least once a week. "My big brother was a naughtymag member before he joined the Air Force and there was a couple of month's membership still left when he gave me his computer--and forgot to trash the memory," said AJ. "I checked it out a few times, and after dating a couple of guys around my age and having bad sex with both of them, I decided that I needed to have sex with a real stud to see how great it could be. Screwing Jack showed me that sex can be awesome and now I know what a guy should be able to do for me in the future." Check out the photos, too.

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Wearing a sheer, fishnet dress that her nipples poke through (her friends call her "Nipples," by the way), 63-year-old divorcee Phoenix Skye kneels in front of her man and strokes his cock through his pants. This blonde 60something is the kind of woman who wants to pamper a man. Make him feel good after a long, hard day of work. Make him long and hard after a day of work. But she wasn't always that way. "I was completely vanilla until I turned 57 years old, and that's when I discovered that I had missed out on my 30s, 40s and 50s and decided I was going to make some changes," Phoenix said. "And here I am!" Phoenix is a small-town girl. She grew up on a cattle ranch in Oklahoma and still herds cattle on the 100-acre ranch she lives on near Dallas, Texas. She has managed car dealerships. She has worked in telecommunications and even worked in Mexico for three years. She sold commercial real estate. And, now, she is retired and living the good life. That means having as much sex as possible and sucking cock for our viewing pleasure and her personal pleasure. "My sexual fantasy is to have a gangbang with four or five men, all well-endowed," she said. "I have every intention of making it happen." Well, considering that, right here, she's making her fantasy of sucking cock on-camera come true, we have no doubt that Phoenix will get what she wants. By the way, Phoenix puts on a very nice pussy show in the video, too. That's before she sucks his cock some more and strokes his load on her pretty face. Maybe her friends should call her "Facial."

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Armani is one of the biggest names in high-end fashion, so it is a fitting name for a bad bitch like Star Armani. Star is the type of chick that keeps heads on a swivel when she walks down a street. She knows how to work with what her mama gave her. In fact, she enjoys showing off what she's working with. "I like to look good and feel good," Star said. "I have a lot of confidence. I dress sexy because that's what I am." We love girls that keep it real, and when you're working with the tight body and phat booty Star is workin' with, confidence is expected. With a body like that, she doesn't need to be dressed in Armani to look like a star. She proved that by rockin' this construction worker outfit that gets every cock rock hard. A booty like that deserves a hung stud, and there was no better option than Johnny Rod. After he spends some time worshiping Star's heavenly booty, she pops down and goes to work on his cock. Then Johnny picks her up and Star rides his cock until he's nearly ready to bust his nut. But it's not time for that yet. You've got to savor a phat ass like this. Especially when that ass belongs to a cock-hungry chick like Star. "I have a few fantasies," she said. "I really want to fuck a man and a woman at the same time. I really love cock, though, so I may hog it a little bit. I'd want him fucking me doggy style while I eat her pussy out." She's not eating pussy here, but Johnny beasts on Star's ass doggy style before dropping a thick load of cum on her phat ass. That's a sticky thank you for workin' what her mama gave her.

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