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When the phone rang on Marsha’s desk, she picked it up but barely heard what the client on the other end was saying. She’d been more than a little distracted since lunch, when she’d called Phil and told him she’d do it….



“Do it” meant appearing in a sex film he was shooting.



Marsha had met Phil at a summer party thrown by her husband’s boss. Phil took an instant notice of her, which she really liked. As they talked over drinks in a corner of the patio, she could feel his genuine interest in her…as well as his eyes sizing her up and even undressing her. Ordinarily, she’d consider a guy who did that a creep, but Phil was nice — very bright, warm and friendly. He was in his late-20s, with dark blue eyes, blonde hair and a fit body. Marsha was 48 and Phil seemed to bring out the cougar in her although she had been faithful to her husband for almost 15 years.



As the drinks loosened their tongues, Marsha found herself flirting, at least enough for Phil to smile coyly and reply, “I make sex films” after Marsha asked what he did for a living.



“Get out of here,” she laughed.



“Seriously,” he said, taking a sip from his drink. “Actually, it’s a side line. I’m in graphic design, but I minored in film in college and I have the equipment. Lights, cameras…”



“Action,” Marsha smiled.



“That, too,” Phil laughed. “My wife and I shoot custom-made sex scenes and movies for private clients. Some are couples who want to be filmed. Others are for people who want us to bring their fantasies to life. Some act them out and we film them.”



“Is it exciting?” Marsha asked, glancing at her husband, who was across the patio chatting with his new assistant, an attractive blonde about half his age.



“You could say that,” Phil said with a knowing smile. “But it’s not lurid, boring crap. We’re really into the power of erotic imagination — setting, fantasy, sensuality. The sex has to be real, not faked.”



He took a sip of his whiskey and noticed Marsha was speechless.



“You’re a beautiful woman. Ever think of being in a sexy movie?”



Marsha blushed, although the complement hit her in a spot her husband hadn’t touched in years. She was almost six feet tall with long, straight brown hair, large breasts, big shapely hips, powerful thighs from running and swimming, and a plush, extremely sexy ass. Her pretty, slightly-weathered face enhanced her MILF degree. She was wearing tight jeans, a blue, sleeveless tank top and no bra. The cool night air, or maybe it was the chat with Phil, made her nipples hard and visible under the fabric of her top. She noticed Phil’s eyes upon them and it stirred something in her that she had stowed away as soon as she got married.



“No, I’ve never done a dirty movie,” she said. “I posed for some pictures once….”



“Oh?” Phil said, cocking an eyebrow. “By the way, I hate the expression ‘dirty movie.’ Sex isn’t dirty. But go on…you were saying…”



“Well, I used to pose naked for two guys I spent the summer with….in Greece…right after college…”



“Two guys? Do tell,” Phil smiled, sipping his drink.



“Friends. We lived in a beach house. We were all naked most of the time. You were allowed to walk around the town naked. You could go in the stores and…I can’t believe I’m telling you this…”



“No, don’t worry. It’s fine.” Phil fixed his serious gaze upon her. “Did you enjoy it? Posing?”



“Well, yeah,” Marsha laughed.



In fact, she often thought of that summer and how she got off on the power she held over Tom and Nicholas whenever she was nude in front of them. Seeing their cocks swell was a heady compliment.



In high school and college, Marsha had been the sexually adventurous one in her group of friends. She slept with at least 80 guys and probably 20 or 30 women — many of them on the spur of the moment — eagerly trying group sex, threesomes, public sex and anything else that excited her.



At her most free and wild, Marsha and her boyfriend fucked on the floor at a college dorm party while about 30 people stood around and watched with drinks in hand. She’d loved the thrill of being the center of attention, and the only fully nude person in the room (her boyfriend had merely pulled his jeans down). Gazing up at the onlookers, her knees back over her shoulders as his hard cock slid in and out of her sopping pussy, and knowing that she was turning so many people on, made her orgasms that much more intense. Afterward, she still felt brazen enough to remain nude for the rest of the night as she mingled among the admiring partiers, none of whom had the courage to do what she had just done.



Photos occasionally came out of those times, but those were the days before video cameras were cheap, so Marsha had never been filmed. The idea had always intrigued her, but sex for the sake of sex lost its buzz and she sought real emotional connection. She found it, at least for a time, with her husband, and let her past go. He turned out to be a buttoned-down, predictable type in bed, much more concerned about his career than having fulfilling, creative sex with his wife, or so it seemed.



Marsha’s quiet routine life left her starving for attention, and her inner wild girl was begging to be unleashed again, especially as the frequency of sex with her husband dwindled. The thought of fucking on camera in front of Phil and a roomful of cast and crew still seemed too off the wall, but it seized Marsha’s imagination. She was shocked to feel herself getting wet between the legs as they talked.



“You should think about working with me and Angela,” Phil said. “It’s all very casual and friendly. I have a set group of cast and crew. We’ve known each other for years and only work with new people we like. We keep everything natural and unscripted. Real, spontaneous sex is hot. That’s what I’m after.”



“I…I…” Marsha stammered, laughing and blushing again. “I can’t believe….”



Phil glanced over his shoulder. “Yeah, I know. Rich would never go for it, right?”



“Well, no…” she laughed. “He wouldn’t…he’s really into the monogamy thing…”



“But you would, right?” Phil said, looking her straight in the eye and smiling.



“I uh, well, I don’t know…”



It was a totally crazy idea. She was a respectable person in her community now. What if someone she knew saw the movie? But the thought still tantalized her for weeks after the party.



Marsha ran into Phil again at her husband’s office one evening as she waited for him to join her for dinner.



“Did you ever think about my offer?” Phil asked, clearly appreciating her red flannel shirt — left open to reveal a little cleavage — tight black jeans and black boots.



“Well, yeah…” Marsha laughed.



“Call me,” Phil said, pressing a business card into her hand.



She tucked it away and fantasized for another week. Several times, while her husband was out, she stripped naked and gazed at herself in a full-length mirror. She felt relieved that her body was still reasonably firm. Her ass looked particularly good. She had a full patch of dark pubic hair that she decided to trim down to a small triangle. The process excited her so much that she lay down, spread her legs and got herself off while gazing at her breasts and delicate pink pussy and anus in the mirror opposite the bed.



Still, it was a crazy idea, but it continued to consume her until the final barrier came down. All it took was her husband leaving his e-mail open one day. Marsha discovered a message from his new assistant. It was clear they had been meeting for sex after work. “I loved sucking your sweet cock for the first time,” she wrote. “The memory makes me so hot I could come just by touching myself.”



Marsha was stunned. Her first impulse was to angrily confront Rich, but he’d gone out on an errand and that gave her anger time to cool. As it did, her desire for revenge began to heat up. Who cared now if he found out if she’d made a sex film? She was surely justified….



So Marsha found herself calling Phil, who told her to come meet his cast and crew, just to see what she thought. To her relief, they turned out to be warm and welcoming. They were a group of friends engaged in a joint venture that was born out of their love of sex, nudity and the creativity that comes from both. The money was split evenly after expenses, Phil explained.



Marsha’s heart skipped when she was introduced to Troy, “the leading man” as he laughingly referred to himself. He was a beach-bleached kid of about 23, a fitness instructor at a local gym. His smile almost made Marsha swoon as she sized him up. He was wearing a muscle shirt and tight jeans, and she got wet when she thought of what he must look like naked.



“Two years,” he said, when she asked how long he’d been working with Phil. “I totally enjoy it, as you can imagine. I love sex and these ladies I work with are wonderful. We’re definitely good friends, but I’m thinking about going out to California and seeing if I can get into the business for real.”



“The real biz is so sleazy, you’re better off with your favorite bunch of dirty old ladies,” laughed Marci. a long-haired, full-figured brunette who was sitting next to Troy. Pam — a cute, buxom, light-skinned black woman with a big, extremely shapely ass — explained that she and Marci were single 30-somethings who had been working with Phil on and off for five years.



“It’s kind of like going to the gym,” Pam said, “only I go have great sex. It’s an exciting way to spend an afternoon or night. There’s never any pressure. We just do what we feel like doing and Phil films us. And I meet interesting people…and do interesting things. I like broadening my sexual horizons.”



“If not for us, he’d have no girl on girl scenes,” Marci laughed, looking at Phil. Marci and Pam had been close friends since high school. “Now we’re lovers, on screen at least,” Marci said, giving Pam a playful smooch on the cheek.



They were all sitting in a local restaurant early in the evening after work. The conversation rambled over a lot of chit-chat and getting-to-know-you stuff. Totally mundane. But there was an ease and comfort in the group that made Marsha feel comfortable and more than turned on by the thought of getting naked in front of them.



Phil’s wife Angela, raven-haired with blonde highlights and big expressive green eyes, handled lighting, sound and sets as well as some camera-work. “I’m also into coming up with scenes and settings. That’s the best part,” she said. “Well…almost…”



Angela was almost Marsha’s age and divorced before she married Phil. “Not because of this,” she said with a smile. “Although I do get to appear in some scenes, which is nice. Helps at the end of a long day of shooting, believe me….”



At one point, an older woman came in. Red-haired and about 55, she was introduced as Rae. Phil explained that she had shot her very first scene earlier that day. “Can’t wait to see it,” Rae said. “I had to leave before they wrapped up.”



As it turned out, Rae was a bored housewife looking to plunge into her long-neglected sexuality. Her husband was often away on business, and meeting Phil through a mutual friend had provided her with an opportunity. “I really enjoyed you today, hon,” she told Troy.



“Thanks,” Troy smiled. “You were great.”



“Let me see how I look first,” Rae laughed. “I’m almost afraid to look…”



“I think you’ll be happy,” Phil said.



A short while later, they all drove to his house to watch that day’s shoot. In the darkened living room of his richly-appointed house on a quiet, tree-lined street, Marsha felt her heart pound as the wide-screen TV lit up with a scene of Rae — nude except for black stockings and a pair of black high-heels — enter a room that looked like a classic bordello with lush red drapes and low light. She gazed at Troy, who was fully dressed in jeans and a denim shirt.



“Oooh, you look nice, Rae,” Angels said. “You still have a great body.”



“Thanks, hon,” Rae said. “My tits sag, but Troy didn’t seem to notice….”



Everyone laughed.



On the screen, Rae was pressing herself against Troy, the camera roaming her body as she began working the buttons of his shirt and then unfastened his jeans.



Marsha was transfixed as Rae slowly slid Troy’s pants down. His erect cock and tight round scrotum were gorgeous. He had a thick, eight-inch rod with a big well-defined head and a neatly-trimmed patch of light brown pubic hair. Other than that, his body was completely hairless and that made her pussy quiver. Marsha felt envious as she watched Rae take Troy’s penis in her mouth and suck it hungrily, oblivous to the camera.



“Looks like you enjoyed that,” Pam said playfully.



“Hon, you have a delicious cock,” Rae said, placing her hand on Troy’s wrist as they sat together on the sofa, watching the action on the screen.



The next scene was of Rae writhing on top of Troy, who was on his back, naked, on a plush bed of black velvet.



“It’s kind of shock to see my asshole up there like that,” Rae laughed. “I’m not used to looking at it…or my old pussy for that matter…”



“Nothing wrong with your asshole and pussy,” Marci said with a smile as on the screen Rae pumped slowly up and down on Troy’s cock while they kissed.



“You did really well,” Phil said as Rae and Troy came in a sweaty, heated burst of moans and more writhing while the camera captured the ecstatic agony on their faces.



“That felt really good,” Rae laughed.



“So, what do you think?” Phil asked Marsha after the lights came up.



“I’d love to,” Marsha said, clearing her throat and trying to compose herself.



“Would you? Great. Have you had an AIDS test?



“I’ll get one,” Marsha said. “I’ve only been with my husband, but who knows where he’s been…”



Marsha took the test, which came back fine, and found herself riding a whirlwind of emotion when she thought about her husband fucking his secretary. Yet her desire to be filmed, to make love to Troy’s incredible body, to taste and pleasure his beautiful penis, kept her counting the minutes. This was her freedom, a gift to herself, and if hee husband found out, well, tough. He’d see what he’d been missing.



Several days before her first shoot, Marsha met Phil at his house to talk about what they would do. After a few drinks to relax, Phil said, “This will sound kind of blunt, but I need to see you naked.”



Marsha felt her heart jump.



“Just to get a sense of your body. Do you mind? It’s routine. I can ask Angela to join us if you’re uncomfortable…”



“No…no, that’s fine,” Marsha said, her voice a little shaky with excitement. “I don’t mind…”



She watched Phil’s eyes as she started to pull off one of her boots.



“Leave those on,” Phil said. “I’ve got an idea.”



“Oh?” Marsha laughed, standing up and pulling off her white cotton top. She was wearing a bra and she felt a thrill shoot through her as she slid the straps off her shoulders. She stood topless in front of Phil’s admiring eyes, her pussy feeling hot and slick. Her legs shook slightly as she clumsily unfastened her denim skirt and let it fall to the floor. All that was left were her light blue panties.



“Wow, you are gorgeous,” Phil said.



“Thanks,” Marsha replied, sliding her thumbs into the waistband of her panties and slowly pulling them down. She savored the sensation of the air hitting her ass and almost fully-shaved pussy — and most of all, of Phil’s gaze on her naked body.



“Here I am,” she said, stepping out of her panties and standing before him. She was wearing only her boots.



“Turn around,” Phil said. “Wow…you have a wonderful body and a spectacular ass. Just gorgeous. Sit down. We need to find out where your limits are.”



Reclining on the sofa, Marsha stretched out a bit, fully enjoying the luxurious feeling of being nude. She opened her legs just enough to give Phil a better view and watched his eyes fix on her pink honey pot.



“Sweet,” he said. “You’re okay with straight fucking?”



“Sure.”



“Will you give blowjobs?”



“Uh huh,” Marsha replied, her heart pounding and her pussy growing wetter by the moment. “I love oral. Giving and receiving. I swallow.”



“Great. How about girl-girl?”



“I guess. Yeah. I did some in college. Depends how comfortable I am with who you want me to do it with.”



“That’s fine. We try to make sure everyone is into each other before we shoot anything. Like I told you. the sex has to be real. You’d be with Angela, Pam or Marci first. If you want to work with a client, you can. It’s up to you.”



“That’s fine.”



“Will you do anal?”



“Sure. I guess. Haven’t done it in years…”



“You have such a sexy ass. Oral-anal?”



“You mean, like, licking someone’s ass?” Marsha asked, shifting on the sofa so she was on her side, her legs bent at the knees and her ample, nude rear facing Phil. Again, his gaze made her feel lightheaded with lust as she played with a strand of her hair.



“Or having yours licked,” he said, his eyes on her ass. “By a guy or girl.”



“I like that. My husband only does it when I beg.”



“He’s a fool,” Phil smiled. “Bondage? Water sports?”



“Nothing too kinky. I don’t like pain…”



“That’s fine. We don’t do much kink anyway and when we do, I want to make it as sexy as possible. So, okay. Here’s how we work…”



Marsha rested her open palm on her ass cheek and gazed at Phil. She could see the bulge in his jeans, which turned her on even more.



“We meet a couple days before the shoot and go over the requests and see who’s into doing what. There has to be more than consent. We’re after real pleasure, real orgasm for our women. Troy’s not allowed to come until you do. No reason why he should have all the fun. We also go over lingerie and props, stuff like that. Can you be here a week from Wednesday? We’ll meet after work.”



“Sure,” Marsha said, standing up and reaching for her clothes. She hated getting dressed and asked, “You don’t sample your actresses when they’re on the couch naked?”



“Not on our first meeting. I try to be professional, Why do you ask?”



Marsha blushed. “I..I all this talk has me a little worked up,” she laughed, standing there holding her panties in one hand, her other hand on her hip.



“Want relief?”



“I…”



“Why don’t you do yourself. Think of it as an audition, although you have the job. It helps me to know how you respond and act, how you look and sound…”



Marsha’s heart skipped and she hesitated, but a huge wave of lust came over her and she sat down on the sofa, slowly spread her legs and gazed at Phil. He smiled and said, “You’re a beautiful woman, Marsha. Very hot, very sensual. You have a gorgeous and very sexy pussy…let yourself go…”



Licking her lips, Marsha squeezed her tits and ran her hands down her body, caressing her thighs. Her nipples were erect, and Phil’s gaze upon her wet cunt brought her to the brink of orgasm.



Marsha moaned as her middle finger stroked her clit and then found its way inside her buttery slit. She watched Phil’s face as she rubbed and fingered her vagina, her chest beginning to heave and grow pink with her arousal. She was so turned on she was almost hyperventilating.



“Sweet, baby. So hot,” Phil said after a minute or two. “Come. Let me see you come…”



A bolt of intense sensation made Marsha gasp and toss her head back as she cupped a breast and rapidly fingered her pussy, occasionally smearing her juices over her anus. Her eyes locked on Phil’s face. Seeing him gazing raptly at her unleashed an intense orgasm that hit her like a wave, making her cry out and revel in the feeling of her nudity, of being totally sexual in front of this man, who was clearly enjoying watching her.



“That was so hot, Marsha,” Phil said as she lay back on the sofa, breathing hard and managing a faint, bashful smile. “I’d love to have you do that on camera…”



Marsha could only nod.



On the ride home, she battled her shock and slight embarrassment at letting herself go so fully, but those feelings were soon replaced by an intense desire to do it again, and have all-out sex in front of a camera, the cast and the crew. The thought of Troy’s hard rippled body and gorgeous cock made her wet again and she masturbated that night while fantasizing about how it would look amd feel as it slid in and out of her pussy with all eyes upon her.

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