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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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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“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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“I like to play with myself while my husband talks dirty to me,” said Casey Bryant, a Georgia housewife who’s making her 40Something magazine debut. “He’ll say things like, ‘Stick your finger in that sweet, wet pussy of yours,’ and I’ll do it!” We now know three things about Casey: She’s an obedient wife, she’s horny and she knows her way around the kitchen. “Do I ever!” Casey said, smiling the smile that tells you she does more than cook in the kitchen. “I can’t tell you how many times my husband has snuck up behind me while I was cooking dinner and stuck his cock in me from behind. If he doesn’t mind that dinner is late, I don’t mind.” Casey is well aware of the fact that thousands of men are going to be jacking to her photos. “They’d better!” she said. “That’s the main reason I did this. That and because my husband is a 40Something reader. I haven’t told him, but my ultimate thrill would be to catch him masturbating to my photos. Can you imagine cumming in your wife’s mouth while you’re looking at her photos in 40Something?”

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At an age when most porn stars have already hung it up, 41-year-old super-slut, super-MILF, super-sexpot Kelly Leigh seems to be just getting started. “I love acting like a slut,” she said. “I love getting DP’d and sucking balls and doing all the things that, quote-un-quote, women my age aren’t supposed to be doing. Sucking two cocks, getting fucked in my ass, cum facials…I love it all, and the sleazier the better. I feel proud when I hear people say that I’m the sluttiest porn star they’ve ever seen, but in my mind, I can be even sluttier!” In the DVD Fuck My Old Ass, Kelly gets cunt and ass slammed by the two dudes you see here. She didn’t care what their names were. All she cared about was that their dicks were hard. Kelly made sure they were. In a solo video on 40SomethingMag.com, Kelly fills her ass with anal beads. When she realizes only five of the nine beads are in her ass, she tries to stuff in some more. Kelly looks very natural with a cock in her mouth, another cock in her ass and her hair flying everywhere. “I laugh when I see those porn prima donnas who are worried about their hair getting messed up during a scene,” she said. “It’s sex! Your hair’s supposed to be flying everywhere. Besides, it’s gonna be full of cum soon, anyway. That’s the whole idea!”

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Here’s another look at Brianna, a 40-year-old singer/songwriter/entertainer from Las Vegas, Nevada, and, yeah, she’s fucking again. This is a mature chick who has “slut” written all over her. Her face looks like it was meant to be fucked, her pussy like it was meant to be stretched by a cock. “I’ve actually had men come up to me and say, ‘You look like you need a good fuck,’” Brianna said. “That line never works, although it definitely gets me thinking.” It just goes to show ya, even a chick like Brianna needs to be treated with a little respect once in a while…before you slam her cunt hole and jizz her face.

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“I never thought I’d be having so much sex when I was 54 years old,” said Heather, who’s making her 40Something debut in a big way as this issue’s covergirl. “When I was in my 20s and 30s, I didn’t even like sex. But I sure do now! When I was married, sex was just another chore for me,” said Heather, repeating a tale we’ve heard so many times. “But then I got divorced and started going out with some of my single friends. We’d go to the local casino and get picked up by men who loved action and loved to fuck and knew how to treat a woman. Before long, I loved sex!”

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