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Meet Layla, a 40-year-old divorcee. When this video opens, she’s sitting on a bed wearing a nightgown and stockings. She’s looking very sexy. She’s not looking at all like an assistant principal, which is what she used to be. Until this past July.

“I have subbed a little at a friend’s school, but that’s all,” she says of her activity since then.

And now she’s here, with us, fucking a hung stud, making a big change in her life. A VERY big change.

“This is much better,” she says.

Amusing part of the interview portion of this video: Layla laughing when the interviewer says she has great boobs. And she does have great boobs. They’re small and perky, perfectly shaped.

She also has a furry, red-haired bush that JMac cums on at the end.

We have a feeling that Layla is never going back to school.

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Just a few months ago, Layla Redd was an assistant principal. Yeah, in a school. But while Layla was trying to keep her students under control, she was also trying, without much success, to keep her wild side under control. And now she’s here, so you know how that turned out.

Layla is 40 years old (born January 8, 1971). She was born in Springfield, Massachusetts and lives in Baltimore, Maryland. She’s 5’5″, weighs 118 pounds and has the most-perfect tiny tits we’ve ever seen. Check out how perky those B-cups are. Check out her fiery bush, too.

Layla told us that she enjoys traveling, rock-climbing, reading and being lazy. She played soccer in school. Her favorite spectator sport is football and her favorite team is the Baltimore Ravens. She likes men who are bigger than her, which is just about everyone. In this scene, her first-ever on-camera, Layla gets her little pussy pounded by six-foot-one JMac and his big cock. He fills her pussy with cum, too.

“I am generally sexually submissive, but I do like to take control sometimes,” Layla said. “If I really like someone, then they are probably dominant, but if I get the chance to take advantage, I will.”

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She’s the type of woman who inspired MILF mania back in 1999, when American Pie changed the way the mainstream public thought about older women. Blonde and beautiful with a tight body. She looks like she might have been an exotic dancer or a porn star, but no: Julianne Spencer is getting naked on camera for the first time, and we get to watch! “My friends are always telling me, ‘Julianne, you have such a great body. If I looked like you, I’d pose for a men’s magazine.’ I never took them seriously, but then I was in a store and saw 40Something magazine. I saw the ad for models on the back cover–you know, the one where all the hot ladies are with sexy studs–and I thought, ‘That might be a lot of fun.’ But I’ll let you in on a little secret. I didn’t tell my friends I was coming here.” Julianne doesn’t plan to let her friends in on her secret until this magazine comes out. Then, she said, “I’m going to buy five or six copies and invite my friends over for coffee. I’m going to lay out the magazines on my coffee table so when I’m in the kitchen getting everything ready, they’ll see the magazine for the first time. I can’t wait to see their reactions.” What does she think their reactions will be? “Anywhere from, ‘I can’t believe you did it!’ to ‘Julianne, you little slut.’ I hope they think I look great. Most of my friends are going to be seeing my pussy for the first time,” Julianne said. Most of them? “Well, not all of them. I’ve had sex with a couple of my friends and their husbands. One of my friends, we get together pretty regularly when our guys are out of town. I call her my pussy pal. She calls me her cock substitute because I like to fuck her with a strap-on.” And what does Julianne think about her photos? “I think my pussy looks great. Don’t you?”

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So Alex invites his friends Lucas and JMac, over to his house to watch the game, and Stacie, being a good step-mom, has prepared the boys some snacks. Chips. Burgers. Drinks. Wings. But, suddenly, Lucas and JMac aren’t watching the game, and although they’re hungry, their hunger can’t be satisfied by food. “Dude, your mom is hot,” one of them says. “She’s my step-mom, actually, so I’ll let you say that shit this time,” Alex responds, a bit taken aback. Well, a few minutes later, wouldn’t you know it, Alex gets a call from his father. Dad’s car has broken down, and now Alex has to go pick him up…and leave Lucas and JMac alone with his step-mom. So Alex leaves, and Stacie is sitting at a table near where the boys are sitting, cutting coupons, looking over her shoulder at the boys, who are starting to get the message and sending a few of their own. “Dude, are you thinking what I’m thinking?” “Yeah, but you think she’ll go for it? I mean, it’s his step-mom.” You can probably guess most of what happens next. What you probably won’t guess is that 43-year-old Stacie gets fucked in the ass by both of her step-son’s friends. Hey, it’s not her fault the damn car broke down!

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Payton Hall, a 50-year-old real-estate broker from Phoenix, Arizona (born in Portland, Oregon) makes her 40SomethingMag.com debut by stroking and then sucking a lucky dude’s cock. The woman has skills. In these photos, she seems to be trying to figure out how many ways she can suck a cock. One of our favorites is when she lifts a leg high to give us a clear view of her MILF cunt while she’s sucking. She also doesn’t shy away from a face-fuck, either. Not at all.

Payton is pretty and slutty, which is a nice combination. She’s 5’2″, 104 pounds. She’s a basketball fan, and when we asked her about her hobbies, Payton said, “I like sex a lot.” Preference: young guys. Sexual fantasies? “I pretty much live them,” she said. “I have a great boyfriend who is very flexible. We don’t have rules, so we enjoy lots of other people and situations. We swing!”

Payton is here with his blessing. She plans on sucking him off while he looks at these photos. Imagine that while you enjoy.

See More of Payton Hall at 40SOMETHINGMAG.COM!