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NAME: Cindy Smithers AGE: 37 HOME: Los Angeles

Johnny's dad has sent him to get something from his boss. The boss isn't home, but his wife is - and after knowing Johnny for years, she's finally ready to make her move. Johnny's afraid to take her up on it - he's afraid that he'll lose his job, but Mrs. Smithers uses a hands-on approach to calm his fears, and soon her warm mouth is filled with his cock. Man, how this Milf can suck! This has to be the best blowjob of Johnny's life. And the best is yet to come as Mrs. Smithers rides Johnny's cock till Johnny takes over, fucking her with the stamina her husband no longer has. He pounds that pussy, bringing her to an intense climax and then blows a massive load load on her face till it's dripping down her chin!

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NAME: Mrs. Corrigan AGE: 47 HOME: New Jersey

Stella Corrigan is a horny housewife who's husband isn't around much, so she goes to bars looking for promising younger men. Tonight she finds a 21 year old named Daniel and buys him a beer. Then she invites him to come home with her, and as soon as he's sitting on her couch, she puts a hand on his thigh and starts kissing him. They start pulling off their clothes and she's eager to have his cock in her mouth. In seconds, he's erect and she licks and sucks at his shaft, taking the time to show Daniel the way a blowjob ought to be done. Then she gets what she wanted - a hard cock in her Milf pussy. She gets on top of that rock-hard pole, letting is fill her hot cunt. Then she rides it like a cowgirl. Once things are heated up, he turns her over and fucks her silly, pounding that pussy till she orgasms, then cums again. Then it's his turn, and Mrs. Corrigan takes his jizz all over her face!

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NAME: Mrs. Lust AGE: 45 HOME: Anaheim

Mrs. Lust invites her 20 year old neighbor to see her garden. When he is stung by a bee, she pulls the stinger out and then begins to suck on his finger. Roger is excited, so Mrs. Lust pulls out her massive tits and offers to suck something else for him. He licks her huge boobs like he can't get enough of them, then she reaches down and pulls out his cock right there in the garden. It's huge, and Mrs. Lust can't wait to wrap her lips around it. She sucks him for a long time, showing him what an older woman can do, before she can't wait any longer. She mounts his hard cock, sliding her wet pussy down his shaft, then moves up and down. Then Roger turns things around, fucking her from behind so that she has a massive climax. In gratitude, Mrs. Lust drinks down every drop of Roger's hot load!

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NAME: Mrs. D'Nyle AGE: 49 HOME: Northridge

Jewel is an actress who hasn't showed up for a shoot. When the production manager goes to her house to find out what happened, he finds her mother doing housework instead. And although she's almost 50, Mrs. D'Nyle wants to audition for the part. When Johnny isn't sure, she decides to show him what she can do - and that's plenty! She gets down on her knees and gives him one hell of a knob job. Then she smothers his cock with her big older tits. Mrs. D'nyle is horny as hell, so she climbs up on top of him and rides him, his hard younger cock deep inside her pussy. Once she's satisfied,he grabs his dick and covers her face with hot jizz.

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NAME: Ms. Mulligan AGE: 43 HOME: Nesterville

When Ms. Mulligan asks her student, Scott, to come by after school, he assumes he's in trouble. Since he's on academic probation, he's worried and hurries over after class. But Scott is in for a surprise - Ms. Mulligan asks him if he thinks her boobs are big enough. When she pulls them out, Scott is not only dumbfounded, he's also very horny and can't take his eyes off them. His teacher smothers him with her massive boobs till he can't think straight, then grabs his cock and goes to work sucking on it! Scott is a lot more confident having sex than he is a student, and he throat fucks Ms. Mulligan before turning her over and slamming her pussy till she cums and cums again. As a grand finale, he shoots his load all over his teacher's tits!

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NAME: Mrs. Gibson AGE: 46 HOME: Long Beach

Mrs. Gibson has Chris check out the sprinklers - they've been making a little noise. He finds the problem, and it isn't going to be cheap to fix. Since Mr. Gibson doesn't give his wife that much money for household expenses, she offers Chris a trade. After giving him a long look at her huge soft tits, Mrs. Gibson all but throws this cute college boy into the bedroom. It seems she's been looking for an excuse to try out some hard younger cock and this is her chance. She kisses him, rubbing her body all over him. Then she pulls down his pants and wraps her lips around his cock and starts to really go to work on it. He's can't believe how good this horny older woman is making him feel and she doesn't stop till they're both ready. She gets on top and he slides his dick into her hot hole, then starts to fuck her. Mrs. Gibson bounces up and down on his dick, getting it deep inside her cunt. Then he rolls her over and bangs her from behind. He fucks her like she hasn't been fucked in years, and once she's cum more than once, he shoots his load in her wide-open mouth!

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NAME: Mrs. Crumpet AGE: 41 HOME: Indian Springs

Sergio needs to talk to his teacher, Mrs. Crumpet, about her class. If he doesn't pass her class he'll be kicked off the team, so she agrees to a little private tutoring. But Sergio has another motive - he's had a crush on her since her divorce. He leans over and kisses her and she admits that she finds him very attractive. In a minute, Sergio is pulling open her clothes and Mrs. Crumpet is getting turned on. He sucks her big tits and they both get naked - before he knows it, Sergio is getting a blowjob from his teacher. Wearing only black bra, stockings and panties, Mrs. Crumpet licks, sucks and slurps that cock. She takes her time and does it right, and makes sure that he is moer than ready. Then she gets on top and slides that hard pole inside her wet slit, letting it stretch her pussy wide. Then she moves up and down, letting his cock penetrate her again and again. Sergio then bends her over and starts to fuck her from behind. He may be younger than she is, but he gives her just what she wants - plenty of deep, hard fucking. He makes her cum so good that she promises him he'll pass her class!

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NAME: Mrs. Smith AGE: 43 HOME: Fairfield

Mrs. Smith is crying in the kitchen after her husband's funeral. The boy next door is home from college and he tries to console her - and she suddenly realises how much he's grown. Her hands wander down and he is shocked when she squeezes his butt - but he's also turned on. Then she pulls out his cock and shows him that an older woman really knows how to get a man horny. Once his rod is throbbing hard, he goes down on her, licking that mature pussy and making her cream. Mrs. Smith can't wait any longer, so he penetrates that wet hole and fucks her from every angle - the front, the back, with her riding on top of his dick. She loves every stroke and lets that hard young cock bring her to an intense climax before he blows his load all over her face!

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NAME: Mia AGE: 40 HOME: Redondo Beach

Mia is a 40 year old married woman who has always wanted to be a model, so when she is approached by a couple guys who say they want to do sexy tasteful nude pics, she just has to say yes. Mia doesn't know that these guys actually make porn movies, and by the time she's naked and getting all the attention, she finds she's also horny. She lets one of the guys finger her pussy while she sucks the other guy's cock. And once that dick is hard, all she wants is to get fucked - she doesn't even remember the camera is there! He bangs Mia's pussy good, and she cums again and again. Then he slips his rod deep into her ass and masturbates her at the same time, leading to another orgasm before she drinks his jot jizz!

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NAME: Melanie AGE: 37 HOME: Anaheim

Big tits, long legs, blond hair and just a little bit mature - that's Melanie. She's married and has a kid, but she's also ripe for a little adventure so she decides to do some sexy pics for an amateur producer. While he's explaining the kind of pics they shoot, he pulls out her breasts and plays with them a little. Then he reaches a hand inside her panties to tease her clit. Then he produces a vibrator and Melanie puts it on her slit and turns herself on, feeling the buzzing in her clit and her hole. One of the guys at the studio is horny and she agrees to suck his cock. She does a great job, and soon he's fucking her in all sorts of positions, making her moan and cry out in pleasure. Then she uses a dildo and her fingers to make herself cum before he squirts his jizz into her waiting mouth!

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NAME: Mary AGE: 39 HOME: Studio City

Mike and his crew are on the hunt for new MILFs to catch on video. He and his assistant find Mary and call her over. They tell her they'd like to pay her to model for them, but at first she's totally not interested. Money triumphs in the end, though, and she agrees to do some nude modeling. Once she peels off her clothes back at the studio, she has perky little tits with hard nipples and a nice thick bush. Mike pulls out a vibrating sex toy and uses it on Mary's clit to help get her in the mood to go further. When she's horny as hell, Mike's assistant puts his head between her legs and eats that wet pussy. Then Mary shows that she is one skilled cocksucker by going down on him till he fucks her good and hard and gets her off again and again. Finally she takes his load all over and licks his cock clean.

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NAME: Marge AGE: 34 HOME: Las Vegas

Marge sees Tommy going downstairs after the play and follows him. He is messing around, taking off his clothes and climbing on the swing set up by the stage. Marge has wanted to fuck Tommy since their play started rehearsals, and being alone with him makes it happen. He starts sucking on her ripe titties and she feels her pussy getting wet. She reaches down and starts sucking Tommy's cock, running her lips and tongue up and down his hard shaft. She deepthroats his hard meat till she wants to feel more so she climbs on top of his rigid staff and lets it fill her cunt. He pumps her hole as she rides on top of him, and she moans and cries out in ecstasy. Finally he rolls her over and fucks her from behind, banging that box hard and fast. Once she's had enough, he feeds her a load of hot, sicky cum!

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NAME: Estrella AGE: 36 HOME: Culver City

Estrella is on her way home when Mike finds her while he's looking for MILFs. He convinces this sexy mother of 2 to come back with him to try a little modeling, but doesn't tell her exactly what kind of modeling. She's dressed in a minidress and has no problem showing off her panties, so when Mike gets her back to the studio it's easy to convince her to do more. Her breasts are incredible - big and full - and she agrees to suck Mike's assistant for a video. This horny mom knows just how to give a blowjob, and she loves to fuck. In fact, she gets that wet MILF cunt fucked hard and raw and she cums hard while getting banged by a complete stranger!

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NAME: Mrs. Smith AGE: 43 HOME: Hollywood

Mrs. Smith's pool has no heater, so she calls a pool company to send someone to install one. They send Johnny, who takes a look at her pool and gives her a quote of over $2000. Mrs. Smith really doesn't want to pay that, and she decides to offer Johnny something else in trade - pussy. Johnny can't turn that down, and next thing he knows, he has Mrs. Smith down on her hands and knees on her bed as she gives him a blowjob! She really knows how to suck a guy to make him hard - she just doesn't quit! Then she rides him as he stuffs her pussy, slamming his rod into her again and again. Johnny turns her over and fucks that MILF from behind, from the edge of the bed, from on top - he fucks her from just about every angle before he finally drains his cock into her cum hungry mouth!

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NAME: Mrs. Gunther AGE: 42 HOME: Anaheim

Scotty takes care of the Gunther' yard, but when Mr. Gunther is away, Mrs. Gunther wants to play. This horny MILF calls him into the bedroom, but he's nervous. However after she kisses him and begins fondling his cock through his pants, his nervousness fades. Soon he's licking and sucking her huge older tits as she unzips his pants. She reaches down and pulls out his erect dick, then leans over and begins to suck on it. She slurps that thing like an ice cream cone, teasing and licking it. Then Mrs. Gunther climbs on top of that hard rod and slides it into her pussy. She rides that thing so it fills her pussy and rams her deep inside. Then Scotty eats her out, making her crazy with lust. She cries out and pants - she needs that cock back inside her, and soon Scotty is pounding that pussy like a piledriver and Mrs. Gunther is screaming in pleasure as she is brought right to the edge and then over it as she is brought to a wild orgasm on that younger man's cock!

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NAME: Mrs. Andrews AGE: 38 HOME: Charleston

Mrs. Andrews is a singing teacher, and she also tutors a student singing group after school. Her favorite student is 19 year old Jimmy, and one day she has him stay after the rest of the group has gone home. While she's talking about his future, Jimmy tells her that he's always wanted to fuck her. After a moment of shock, Mrs. Andrews takes a good look at his handsome face and hard young body and decides to go for it! They begin kissing and he parts her thighs to feel her pussy. In a minute, he pulls off his pants and finds his teacher is sucking on his very hard cock. It's his fantasy come true, and it looks as if Mrs. Andrews really loves going down on him because she keeps at it for some time, moving her mouth and tongue as she sucks his rod. Then she straddles his dick and moves up and down on it, her pussy throbbing as he fills her again and again. Jimmy wants to taste his teacher's hot older cunt and soon he makes her lie back and gets his face between her legs and laps that wet hole. The taste and the feel of her soft pink lips and clit make him even hornier and soon Jimmy is ramming his teacher's pussy from behind till he can't wait any longer and pours his hot juice all over her face!

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NAME: Mrs. Faith AGE: 42 HOME: Oceanside

Mrs. Faith is outside doing her gardening in a tiny top and very short shorts when Tommy, the black guy from down the block, comes by when his mom says Mrs. Faith needs some help in the house. Now, Tommy has always fantasized about Mrs. Faith and it looks like today is his chance. He helps her with her new mattress, and is surprised when the MILF of his dreams comes onto him. Soon she's all over him, taking out his ebony dick and sucking it, deep throating it while he lies back. He grabs her head and forces her down on him, then takes her for a ride on his black cock. Her pussy is filled and she's crying out as he gets on top and impales her, then pounds that cunt till she has orgasm after orgasm!

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NAME: Rebeccah AGE: 44 HOME: Bloomfield

Rebeccah is 44 and she's had a fantasy about fucking a guy 18 or 19 years old so when she sees an ad in the paper about younger men looking for an older woman, she decides to go for it. She gets hooked up with Brian, who has a real thing for mature pussy, and the 2 of them can't wait to get started. Rebeccah starts sucking him, deepthroating that hard young cock and feeling it in her throat. Next he puts her on her hands and knees and starts banging that sweet older pussy doggy style, Rebeccah yelling and gasping as he fucks her deep and hard. Then she gets on top and rides that dick before he finally lays her down and finishes her off by slamming that cunt raw!

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NAME: Ms. Trainor AGE: 35 HOME: Middleport

Ms. Trainor is 35, and she's had the urge to try a younger man and see how they measure up to her husband. Rod is more than ready to fulfill this mature honey's wildest fantasies and when she wants to give him a blowjob, he's more than ready. As his cock grows bigger, Ms. Trainor slurps and licks and sucks at it with enthusiasm. Rod can barely keep from shooting his load down her throat, so he pulls her on top of him and starts giving her the hot beef injection. Once she's screaming and crying out for more, he bangs her from behind, on top and every way he can to make her pussy throb while he fucks her. She loses count of how many times he makes her cum before she finally takes his load on her face!

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NAME: Sammi AGE: 44 HOME: Granville

Bill is just moving in down the street, and Sammi has the ultimate house warming present. She's wrapped herself in lingerie, and slowly peels it off as he watches, his cock standing at attention. Once the bra and panties have come off, Sammi goes to work on that dick, her lips squeezing it as her mouth sucks it. She licks his balls for a while, teasing and making them tingle, then goes back to the blowjob. And once he's ready, so is she - she lies on top of him and squirms, moving up his body till her tits are wrapped around his shaft. Then he puts her on her back and starts eating her hot pussy. She spreads her thighs wide to give him access and screams and moans as he licks her slit. Then he slides his cock into her hole and fucks her hard and strong, the head of his rod slamming her with every stroke. And once Sammi is fully satisfied, he squirts his cum into her open mouth!

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NAME: Veronica AGE: 43 HOME: Riverdale

Veronica is one very kinky mom! Her husband and the kids are away, and she's with the neighbor she's been having an affaire with for over a year. She decides she wants to try something different and asks him to try on her lingerie. At first, he says a firm "No!" but after she works on him by sucking on his dick for a while, he just can't keep saying no. Veronica slides her panties on him, teasing him, and puts a little makeup on his face. That really turns her on, so she has him lick her pussy till she's creaming, then moves down and sucks on his panty-covered cock. They 69, Veronica throbbing with passion, and then she wants to fuck him while he's still wearing her panties. He pinches her nipples while she gets on top and starts fucking him, and then neither of them care if he's wearing lingerie as he bangs that cunt till she's screaming with pleasure and finds her pussy spasming around his cock as he fucks her to orgasm.

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NAME: Shelly AGE: 36 HOME: Ventura

Sweet Shelly is the MILF next door with her wavy dark hair and perky titties. And she's about to have sex with the man from across the street who she's had a crush on for months. Shelly goes down on his cock, her warm mouth hungry and wet. She sucks him and licks him till he just can't hold off - he spreads her legs, shoves in his rod and goes to work fucking that horny hole of hers. Her older ass jiggles as he slams her cunt again and again, ramming her like a pile driver. Once she cums he has her suck his cock again, tasting and slurping at his manmeat. And then he's ready to fuck that older pussy some more, making her scream and cry out as her entire body spams during her orgasm.

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NAME: Mrs. Johnson AGE: 47 HOME: Newfield

This big boobed older blonde is bored and very horny. Then in walks her son's friend, hot and ready for action. He takes one look at those big tits of hers and he can't keep his hands off of them. He squeezes them, caresses and licks at them for a long time, making her pussy wet with desire. Finally she pulls his pants down and finds his cock is already hard and ready for her as she eagerly shoves her mouth down on that pulsing shaft. Then she shows him that mature women really know how to suck a cock. After sucking on his fuckstick, she rides that dick hard like a bucking bronco, her pussy stuffed as she slides up and down his rod. Then it's his turn on top, and he bangs that older babe till she's yelling and screaming and having a really intense orgasm!

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NAME: Tonya AGE: 41 HOME: Ferndale

Tonya is sick of sitting at home masturbating with her favorite dildos. She wants some cock and she wants it now. And suddenly in walks a strange man, totally naked. All Tonya cares about is getting some dick, so she reaches over to go to work on that piece of meat, sucking it till it's hard and ready for her. Then she lowers herself down till the head is penetrating her pussy. Then lower and lower till she has the entire thing deep inside as she moves up and down. Tonya fucks this younger man hard and fast, his cock stretching out her horny older cunt. Then he gets on top and soon she's yelling "Fuck ME!" at the top of her lungs. She can't stop cumming on that rigid tool - she orgasms over and over before she finally takes his load in her hungry mouth.

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NAME: Mrs Simpson AGE: 41 HOME: Shoreham

Mrs. Simpson has just discovered a guy who's much younger than her ex-husband and much better in bed - and she can't wait to show off how well he fucks her. She can't wait to get his pants open and suck on that hard dick of his - you can tell this older woman loves the taste of this young stud's cock, but she wants to feel it inside her even more. Soon she is riding him like a cowgirl, moving up and down and crying out at how good it feels. Then he throws her down, gets on top of her and stuffs that Milf cunt till she can't take anymore, so he shoots a stream of sperm all over her face!

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NAME: Yvonne AGE: 38 HOME: Huntington

Yvonne used to be pretty wild before she got married. She's a woman who knows what she wants, and what she wants is to fuck the handyman. When he's due to arrive she gets naked and starts playing with herself so he'll find her that way. Her plan works - in seconds, he's between her legs and licking her already wet pussy and her gigantic boobs. Then Yvonne gets down on her knees and goes to work on his cock, sucking and slurping on it. After he's had time to really enjoy getting blown, he picks Yvonne up and slides his cock into her horny cunt. He slams her cunt while standing there, holding her in the air and moving her up and down on his prick. Next Yvonne gets down on all fours so he can fuck her doggy style. Man, does she love this! She sucks his dick a little more before she climbs aboard and goes for a cock ride.

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NAME: Melissa AGE: 46 HOME: Cleveland

Melissa has been hearing a lot from her girlfriends about this Aussie guy they found. They pay him and he gets them off like their husbands never do. Finally Melissa just has to give him a try. When her husband is at his meeting, she has Rudy come over. After sucking his cock and licking his asshole, she experiences his pussy eating - and this guy really knows how to tongue a clit! Soon Melissa is crying out in ecstasy as he brings her to orgasm after orgasm. And once she thinks she can't cum any more, he fucks her to one more climax before finally getting off all over her face.

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NAME: Ms. Shore AGE: 40 HOME: New Jersey

Paula is a single mom who just turned 40, and she finds that she's horny all the time now. Her kids are in their teens, and they're not at home that much so she's had time to really notice the new guy who moved in across the street. And after teasing him a bit, she's discovered that the way to get all the attention from her neighbor is to dress up in slutty clothes and suck his cock. Once he's good and hard, she climbs on top of his dick and bounces up and down, letting it fill her cunt. Then it's his turn on top, and he pounds that pussy, making Paula moan and tell him how much she likes it. He makes that horny older woman cum and cum again before he shoots his load on her face and tongue!

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