So, you see a woman like Shirley Lily. Maybe she's at a strip mall, walking back to her car after her weekly visit to the hair salon. She's wearing a button-down blouse. Tight, form-fitting jeans. Not mom jeans at all yet still modest. Flattering. Heels that aren't even close to being fuck-me pumps but are sexy nonetheless. She looks like a respectable woman. She is a respectable woman. But then..

"I've always been a very sexually charged person, and I've always fantasized about doing something like this," said Lillian Tesh, a 51-year-old amateur from Detroit, Michigan who's now living in South Florida. "So when I found out there was a market out there for mature women, I was like, 'Okay.' And I came here and said, 'This is great!'" Lillian is great. She's super-sexy but in a very down-to-Earth, not in-your-face way. For example, in the opening photos, she's wearing a proper green sweater, a skirt that reaches about mid-thigh and heels that, while sexy, aren't exactly fuck-me pumps. This is the kind of outfit she might wear when she goes out on the prowl to pickup guys. Which she does a lot. "I know what I want and I go and get it," she said. "I'll go to a club and scour the room for someone who I'd like to get fucked by, then I make my moves as far as introducing myself." It doesn't take long. "I know it when I see it." And then, maybe, she'll take the stranger back to her SUV so they can suck and fuck. And about that SUV: Lillian doesn't have any kids, so she has that SUV for one reason.

In the movie True Lies, actress Jamie Lee Curtis, wearing a sexy, black bra and match thong panties, does one of the sexiest dances in movie history for her on-screen husband, Arnold Schwarzenegger. In these photos, Misty Luv, wearing a sexy, black bra and matching thong panties, along with stockings and a garter belt, doesn't do any dancing..other than the dancing she's doing on top of a stud's cock. She's one of the sexiest women who has ever come our way, and she looks a lot like Jamie Lee Curtis. Meet Misty, a 54-year-old wife, mother and bartender from Michigan who's making her and international on-camera XXX debut. You're gonna like what you see. She likes that you're seeing her. "I like to be looked at," said Misty, who has a small tattoo on her left breast. "I like to draw attention to myself." Misty doesn't have to do much to draw attention to herself. All eyes go to her curvy, 36-29-36 body with perfect C-cup tits. "I'm pretty much living out my fantasies," Misty said.

"I'm here to get fucked up the ass," said Trisha Swallows, who's back for more three years after she got ass-fucked on-camera for the first time at And, sure enough, this tight, little, naughty-but-nice wife does take J-Mac's big, thick cock up her ass. Every inch. And when she's done--or, more appropriately, when he's done--she swallows his cum. "I think I've fulfilled all my fantasies," said Trisha, who was born in Wisconsin and now lives in Central Florida, where she owns and operates a bikini pool-cleaning company. "I'm a whole lot better-looking in my bikini than the guy who's cleaning your pool now," Trisha said. And check out those tan lines. They're tiny, which means Trisha wears very little when she's cleaning your pool. Sometimes, just about nothing. "The guys whose pools I clean have walked around with nothing on just to see what would happen," she said.

If you've ever been a 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 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.

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.

Eve Bannon, 51, a total amateur when it comes to having sex on-camera, makes her worldwide hardcore debut right here, and it's an impressive one. Eve is 5'6" tall but weighs only 114 pounds, so she's the kind of tiny woman who can make small cocks look big and big cocks look huge. Here, her mouth and pussy are doing the latter, although she does a good job of taking just about every inch of her stud. Eve, who was born in Ohio and lives in Nevada, has done a lot of things in her life. She has been in retail sales. She's been an office manager. She was even a Santa's elf for one year. She's been married. Now she's divorced and having the time of her life at "Men like my feet," she told us.

52 year-old brunette divorcee Cheryl Conner came all the way from Las Vegas to cum and learn the ways of the 50Plus MILF. She was nervous. "I've never done this before, but I'm really looking forward to it," Cheryl said. She did look a little anxious. "I've never had sex on-camera, but I'm looking forward to getting fucked hard by one of your hung studs." And that's exactly what this attractive lady did her first time in "Nervous Newcomer Cheryl Fucks The Nerves Right Out Of Herself!" By the end of that coupling that included Cheryl's ass getting finger-fucked, Cheryl was lapping up a cum-spewing cock like she'd been in a nunnery for five years. But Cheryl was not quite finished. Now that she's busted her on-camera cherry, as it's delicately called, it was time to have Cheryl take an even bigger and thicker cock in all three holes. There's little time for formalities and romantic gestures as Cheryl is stripped down to her black stockings and fed her first course. She's practically inhaling his balls as he fucks her face on the bed. This horny divorcee is quite the deep-throater and an apt pupil.

Missy Thompson, a 51-year-old housewife from Alabama, makes her and worldwide on-camera fucking debut in a very nice way: by sucking and fucking and getting her married pussy creampied by a guy she had met, oh, say, three minutes before she had sex with him. Very nice. Women like Missy--ladies who might never have thought about doing something like this when they were, say, 30somethings--are what make this site special. But don't be fooled by Missy's Southern, wife-next-door looks and personality. She loves sex and says, "I love large cocks in all orifices, plus I can deep-throat." She's done three guys at once (or they did her), and she's into women, too. "I like the guy to take the lead, tell me what he's going to do and enjoy it," Missy said. "He can do anything he wants." Anything? We plan on testing that idea.

Carrie Walters, a horny housewife from Illinois, makes her debut by opening her mouth for cum. But first, this 50-year-old (just turned it this past November) sucks cock very impressively and gets her pussy slammed. "Oh, I can't wait to have that cock in my mouth. I'm gonna fuck you real good," Carrie says. "I'm gonna fuck you so good, you're gonna squirt like crazy." She means, of course, that the stud's gonna squirt all over her face, which he does. Carrie was nervous as could be as she sat in our makeup and wardrobe room waiting for the day's shoots to begin, but once she got all sexy and found herself alone with a cock (and a cameraman), she loosened right up. Happens all the time with 50something first-timers. Anticipation makes them nervous and excited, and cock relaxes them. "I like to rub the hood of my clit until I feel the shudder and pulsing in my vagina," Carrie told us. "I like cum on my skin." Well, that's good to know, because here, she gets it.