It's Round 2 for Leilani Lei, and this time, it's black cock, a condom and a facial for the 47-year-old wife from Central Florida. In these photos, Leilani Lei demonstrates a skill that all street hookers are familiar with and most housewives aren't: the ability to put a condom on a cock using just her mouth. Very impressive. And just to be clear, Leilani Lei is not a hooker, street or otherwise.

Also impressive: Leilani's tan lines, which are very tiny.

"My bathing suit is very tiny," she told us.

Leilani Lei is not a swinger, although she says she's a nudist at heart. Her first time here was her first time having sex on-camera and the first time her husband ever watched her have sex, and she's happy to report that both of them enjoyed the experience.

"I've been doing webcamming for over a year now, but I was actually very surprised, especially by how many young men like older women," she said. "College kids, guys who would say they were 18 to 30, would tell me they loved me, they thought I was so hot, I gave them an instant hard-on. That makes a woman feel good, to know that with all the beautiful, young women out there and available, younger men are still attracted to you."

Yeah, sure, there might be beautiful, young women out there. But how many of them can apply a condom with their mouth?

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"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.

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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!

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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.

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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!

"I like to pretend that I'm really not naughty, but I am," says Karen Deville, a 51-year-old housewife from Wilmington, Delaware who sits down for her first on-camera interview. "I'm sweet on the outside, but I'm not."

Well, we happen to think that women who suck and fuck on-camera for our jacking pleasure are very sweet. Karen is a real MILF--she's a mother of two--and she's sexy in a very woman-next-door way. She's not an in-your-face type of woman, even though she has big tits and a great ass. Even though, for this interview, she's wearing nothing but sheer lingerie that conceals just about nothing. An example of how she's the woman-next-door: Karen likes to crochet. She did not crochet what she's wearing here. If you can stop staring at Karen's tits long enough, you'll find out a lot about her in this interview. For example, she used to be a loan officer in a bank. She likes having sex in public places. She likes the thrill of possibly being caught, even though she doesn't want to be caught. And, she says, this is "one of the wildest things" she's ever done. "Top three, for sure." We'd like to hear what the other two are!

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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.

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"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."

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It's interview time with Tahnee Taylor , a 47-year-old divorcee from California, but we're guessing that a lot of you won't hear a word she says. That's because you'll be focused on her DD-cup naturals, which are just pouring out of her sexy lingerie thingamajig. "I have a hard time finding bras that fit," Tahnee said. "They're too big!" Too big? We don't think so. Tahnee's big tits are perfect, as are her long legs, as is her pretty face. And did we mention her ass? Tahnee's really into anal, and late in this interview, she shows it off for us. She also shows off her pussy, which our stud tells us is really wet. This is a prelude to Tahnee's first hardcore video on 40SomethingMag.com. Enjoy the appetizer.

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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!

"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!

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"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!

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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.

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For her first video at 40SomethingMag.com, 41-year-old Carey Riley really sluts it up in the best way possible, showing the full spectrum of her mature cock-sucking and fucking skills. She makes humming noises when she's sucking cock, adding to the vibration of mouth against meat-stick. She looks into the camera as if to say, "I'd rather be sucking your cock." Carey has a very wet mouth, and she gets the stud's cock all slick and slimy--again, often while looking right at us--before she slides it into her pussy and fucks it every which way. And when the stud cums in her pussy, she opens it wide so we can see, digging her fingers into her pink cunt flesh and pushing out the man juice, flexing those pussy muscles. This is super-slut stuff!

FYI, Carey has DD-cup tits and measures 40-30-41, meaning there's plenty of cushion for the push-in. She's 5'9", 164 pounds, and she's married.

"I have many different ways I dress, depending on the situation," said Carey, who in this scene is wearing crotchless panties so she doesn't even have to get naked to fuck. "Obviously, for my job [she's in sales], I dress professionally, and around kids, I'll wear normal jeans and a cute shirt. But when I go out, I love to dress very sexy and sometimes straight-out whorelike. My husband loves it that way."

A husband who likes when his sexy wife dresses like a whore...sounds like Carey is with the right guy.

See More of Carey Riley at 40SOMETHINGMAG.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!