The Film Project

A blanket of snow covered the northeastern United States. Two days prior was the only white Christmas the town of Wilmington, New York had seen in the last five or so years. Holiday cheer was still abundant in the sleepy upper middle class suburb. Families were scurrying around town taking advantage of the post-Christmas sales.

It was winter recess at the local high school. The students were off until after the first of the new year. Most were hanging around town or away on vacation. There was not a whole lot to do in Wilmington for a teenager. There was no shopping mall or movie theater nearby. The students still around ended up sitting at home most of the day annoying their parents.

Two of the more ambitious boys in the town were Mike and Rich. They were 18 year old seniors in high school. Rather than waste the entire vacation, they were prepared to be productive. Both had big dreams of leaving Wilmington for film school in New York City once they graduated. However, before they could make that a reality, they needed to first submit an application for consideration of admission.

The majority of the application process to be accepted into film school was pretty standard for most universities. They needed to send standardized test scores, an official transcript and an essay detailing why film making was important to them. The far more difficult part of the application process was the 15 minute short film that the boys needed to create. Luckily, the school allowed them to submit one tape for both their applications. This is what they would work on during their winter break.

"We really need a place to film this thing," Mike said to Rich. They sat in Mike's living room trying to formulate a plan.

With a look of a disappointment on his face Rich responded, "My house is a no go. I have so many relatives visiting in the next few days I don't see how we can film. What about your place?"

"I already asked my mom. She's too worried we are going to break something lugging equipment around the house."

"Come on, what are we going to break?" Rich asked.

"I think she's still upset about me breaking her porcelain vase when I was 12."

Rich burst out laughing. "Yeah I can see her point."

"Come on Rich. Think of something. This is your job as the producer."

They had decided on their roles for the project earlier that week. Rich would take care of production and be the lead actor. Meanwhile, Mike would direct the film and edit it in post-production. Mike was by far the shyer one of the two friends. He was much better suited to direct Rich's far more outgoing personality.

"Oh my god!! I have an idea," Rich enthusiastically yelled out.

Mike perked up from his reclined position on the couch. "What? What is it?"

"Aren't Danny and his family leaving tonight to go skiing in Colorado?"

"Dude, his house would be sick to film in. You think it's a possibility?"

"Doesn't hurt to ask."

Danny Gosher's family was one of the wealthier families in an already affluent town. Most would describe their house as a mansion. It was a new construction specifically built for the Gosher's specifications. The original plans called for a modest home, but as Mr. Gosher's business took off the house soon ballooned to 5 bedrooms. While it still wasn't the biggest house in the neighborhood, its multi-million dollar price tag definitely made it one of the nicer ones.

Mike picked up his cell phone and called Danny. He stayed on the phone for about 5 minutes. Rich was trying to piece together the conversation from what Mike was saying.

"So you think its cool then?" Mike said to Danny.

::Silence::

"You really don't think she'll care?"

::Silence::

"You mind just asking quickly?"

::Silence::

"Ok awesome. We definitely owe you one. Have a good trip."

Mike ended the call and turned to Rich. "We got the house!!"

Rich jumped up off the couch in excitement. "That's amazing."

"But...there's a small catch. Mrs. Gosher decided not to go on the trip. So she will be around in house while we film."

"That's not a big deal, right?"

"No way. As long as she lets us do our thing it shouldn't be a problem."

************

The following day the boys loaded up the car with their film gear. In addition to the video camera Mike owned, they were able to borrow lighting equipment from a local rental company. They drove across town to the Gosher's house, and pulled into their long circular driveway. The front door popped open as they got out of their car.

Mrs. Gosher appeared before them. She wore jeans, a dark blue satin blouse and on her feet were red high heels. It was the kind of outfit a woman who knew she was having company over would wear. While her shoulder length dirty blonde hair was a little bit of a mess, she looked good. There was a big smile on her face as Mike and Rich got out of the car.

"Hi Boys!!" Mrs. Gosher yelled out. "So good to see you guys." She walked over and gave each a kiss on the cheek.

"Thanks so much for having us Mrs. Gosher," Rich replied.

"Oh absolutely. My pleasure. I heard you boys were in a bind so I'm happy to help. I'm kind of excited. I've never been so close to a real movie being made."

The boys chuckled to themselves, until they realized she was genuinely thrilled about their little school film project. Perhaps she was unaware the film was so insignificant and so few people would actually see it. Nevertheless, they were pleased that unlike their parents, someone was truly interested in their project.

They unloaded the equipment from the car and started to bring it inside. The front entryway of the house was decked out in marble. It appeared every little architectural detail was given serious thought. Mike brought in the camera and set it down on the floor.

"Wow, cool camera Mike," Mrs. Gosher enthusiastically said.

"Thanks. It's my baby," Mike responded as he pointed to the label. "It's a XCL-6225 digital. It's got some cool features."

"Sounds fancy!!" She smiled widely and gently touched Mike's arm. "In college I slept with a guy who had film making equipment, but he wouldn't let me touch it."

Mike and Rich gave each other a quick glance out of the corner of their eyes. They both knew what the other one was thinking. "Did Danny's mom just admit she to us she used to sleep with some guy?"

It wasn't that Mrs. Gosher was unattractive. In fact, for a 50 year old woman she looked really good for her age. She wasn't trophy wife thin, but you could tell she worked out at the gym. Her body appeared relatively toned and had fair tanned skin. Mrs. Gosher had a pretty face, with nice soft features. The issue was that the boys never had previously thought of her in a sexual way. The two both gave a polite laugh and continued with what they were doing.

"So what's the movie about?" Mrs. Gosher inquisitively asked.

"The premise is a guy that got dumped by his girlfriend," Rich stated. "He goes a little crazy, and throughout the film tries to work backwards in his mind the steps that led her to dump him."

"Rich, I think the living room is perfect for the first shot," said Mike.

"Yeah that could definitely work. It's got good natural light."

They worked to set up the lighting equipment and put the camera on a tripod. Mrs. Gosher stood by gazing at what the boys were doing.

"Do you need any help with anything?" she asked.

Rich replied, "No I think we are all set Mrs. Gosher."

With a somewhat disappointed look she said, "Oh ok. Well, if you need anything you just let me know."

They were ready to begin filming. Mike gave the cue to Rich, and yelled "action." The scene dealt with Rich's character talking to himself, trying to gain gripes with reality. They ran through the entire first scene in one take. When Rich yelled "cut," Mrs. Gosher jumped up and gave a little applause.

"That was good, but I think we should try it again from another angle. I'll set up the camera."

"Really? I thought that was great," Mrs. Gosher said.

Rich stated, "Well we like to have several takes just in case we need them."

"Oh I see."

They ran through the scene three more times. Mrs. Gosher was clearly getting fidgety from the amount of time it took to get one scene right. She had little to do but sit there and watch the scene over and over again. Numerous times she got up and sat right back down since she didn't know what else to do with herself.

Mike said to Rich, "I think we have everything we need for that scene. Ready for scene 2?"

"You know it."

As they started to reach for the equipment, Mrs. Gosher chimed in, "I have a thought." The boys stopped what they were doing and looked up at her. "I was thinking that perhaps I could be in the movie." Rich and Mike gave each other a quick stare. "Since the guy gets dumped by his girlfriend, shouldn't the girlfriend be in the movie? I think I could play her."

There was several seconds of silence, which felt like an eternity. Neither of the boys knew how to respond. Finally Rich broke the silence, "Well Mrs. Gosher...I appreciate you want to be in the film. But, um, you know, the script is already written."

"Oh. I understand," Mrs. Gosher said in a sad manner. She looked like she was about to cry, but was trying to hold back the tears.

Mike gazed over in the direction of Rich and shot him a look of disgust. He said, "Rich, can I talk to you privately for a minute?" The boys walked to the kitchen while Mrs. Gosher stayed behind in the living room.

"Don't tell me you are thinking about putting her in the film," Rich raised his voice.

"Well maybe the girlfriend should be in the story."

"First of all, no the girlfriend shouldn't be. That goes against the original concept of the film. Secondly, you really want Mrs. Gosher to play my girlfriend? What is she like 50 years old? That doesn't sound believable at all."

"Trust me I understand what you are saying. But we are in her house. And we need her house to keep filming. The last thing we need is to get her upset."

"But..."

"Listen. We film all the scenes we would have. Then we just film a couple extra scenes with her in it. And if they suck then we cut them out of the final version."

"Fine but it's on you if this goes badly."

The boys walked backed to the living room. "So Mrs. Gosher," Mike said. "I think we can use you after all. We would like you to play the girlfriend."

"Oh thats fantastic. Yay!! I am so excited."

"We just need to film a couple more scenes, and then it will be time for your big onscreen debut."

"I can't wait!! Let me go get ready," she gleefully responded, ran out of the room and up the stairs.

About two hours later, she found the boys relaxing at the dining room table taking a break. "Hi boys. I changed my outfit for the movie. I hope you think it's ok."

Mrs. Gosher took a step back to do a quick model pose. The boys eyes widened and mouths dropped by her change in outfit. She wore a rather short black and red plaid mini skirt. As she spun around, it did barely covered the bottom of her ass. On top she wore a low cut baby blue tee. It showed off a serious amount of cleavage. Mike and Rich did their best not too stare.

"Um yeah that works," Mike barely got out of his mouth.

************

Thirty minutes later they were set up to film the new unplanned scene in the basement den. "Mrs. Gosher," Mike said. "We don't really have a script for your part. So the premise is that you are coming over to hang out with Rich's character. Um I guess something bad happens and you break up with him."

"So I should just make it up?"

"Yeah whatever feels right. We want this to be realistic."

"Whatever feels right," she whispered to herself. "Got it. I'm ready."

They took their places, and Mike yelled "action." Off camera, Mrs. Gosher knocked on the door and walked down the steps into the room. Rich stood up from his position on the couch to greet her. They walked towards each other, and Rich stopped about five feet away. However, Mrs. Gosher keep moving in his direction and unexpectedly kissed him full on the lips. She lightly opened her mouth and slid her tongue against his. Completely in shock by the situation, as they made out Rich looked up directly at Mike holding the camera. Immediately Mike yelled "cut."

Mrs. Gosher looked up as if she did something wrong. "I'm so sorry. My acting must have been awful."

Mike quickly replied, "No, it wasn't you." In a very condescending way he said, "Rich accidentally looked at the camera. It ruined the shot. He needs to learn to keep going with the scene until I yell cut. Let's do another take." Internally, Mike was just as amazed as Rich that she had kissed him. She was a married woman after all.

The next take began the same way. Mrs. Gosher leaned in and kissed Rich. This time he was smart enough to not look at Mike. Their tongues wrestled for several minutes. She pushed her body into his so that her tits were pressed against his chest. Finally, she broke the kiss and moved away.

"Hi honey," she said to Rich's character. "I missed you so much during your business trip."

"I missed you too. I hope you kept yourself busy while I was gone."

************

The scene progressed with the two sitting down on the couch. Mrs. Gosher sat close enough to Rich that he felt her bare leg pushed up on his. When she put her hand on his knee, his body jumped slightly at the unexpected touch. Meanwhile, he was trying his best to go alone with the scene.

"So how was your business trip honey?" Mrs. Gosher asked.

"Oh it was pretty uneventful. You know how boring those conventions can be." "Well you never take me so I wouldn't know. I worry about all those young girls at those events wanting your big cock."

The camera slightly dipped as Mike was in awe over what she just said. He thought to himself, "Oh my god. Did Danny's mom just say the word 'cock'? And she's talking about Rich's cock too! This is crazy."

Rich swallowed hard and replied, "You know how I would never cheat on you. I love you too much."

"Aww I know sweetie." She rubbed his bare knee with her hand and gazed into his eyes. He felt things starting to get hard in his pants, and did his best to cover it up with her arms.

"Um so a what did you do while I was gone?"

"Mostly went shopping with the girls."

"What did you buy? Hopefully not on my credit card," Rich gave out a cheesy laugh.

"Well maybe just one or two things. I bought a cute top, a pair of shoes, and a couple new thongs."

"Um uh that's nice."

"I think you'll like one. It's yellow with white lace trim on the sides. You want to see it?"

Rich said, "Sure," thinking she would run upstairs to find it. Likely it would make for a terrible waste of on screen time, but his curiosity got the best of him.

She rose up from the couch and stood with her back facing Rich. Rather unexpectedly Mrs. Gosher reached down to her plaid skirt. She slowly unfastened the clasp and proceeded to pull the rear zipper down. Rich could see a small patch of yellow peering through. Mike moved with the camera on his shoulder in order to get a closer look.

Mrs. Gosher yanked the skirt down and it laid on top of her feet. Danny's mom was standing there in the middle of the den in her yellow thong and blue low cut shirt. She turned to make sure the camera got a great view of her firm round ass in the thong. Mike pushed the button on the camera to zoom in, and got a nice tight shot. Both the boys cocks were fully hard and they were having difficultly trying to hide it. "So what do you think?" she turned to Rich.

He remained speechless not knowing what to say.

Disappointment was visible on her face, thinking that he might not like how she looked. In reality, Rich was contemplating in his mind if she had put on the thong earlier knowing that he might see it. Either way, he actually loved seeing her in the skimpy underwear.

I finally gained the courage, "I really love it."

"Thanks sweet. You don't mind I used your credit card to buy it?" She shot him a pouty puppy dog look. "You're so good to me."

Mrs. Gosher walked over to the couch where Rich was sitting. With her ass near his face, she bent over at the waist like she was trying to pick something up. Rich's eyes were glued on the tiny strip of yellow material. She sat down on directly on his lap. Her ass was right on his crotch, and there clearly was no way to cover his massive hard-on as it dug into her.

She reclined her body into him so her back was against his chest. Her ass wiggled allowing Rich's cock to grind into her. Leaning all the way back, she pressed her face against his. Rich looked down to see a mound of cleavage. His eyes leered down her shirt. No bra was in sight, and Rich thought he might have gotten a tiny peek of a nipple.

Mrs. Gosher whispered, "This is what I missed most baby. Feeling your nice, hard cock against me." She put her hand against the far side of his face, and very sensually stuck out her tongue and licked his lips. Without much thought, Rich reached his arms around her.

"You're making me so hot baby," she cried. "Let me see that big cock of yours."

She jumped off of Rich and sat on the floor in front of him. Aggressively she grabbed at his jeans to unbutton them. With his underwear, she yanked them down around his ankles. Rich's cock stood up straight in the air. There was a split second where Mrs. Gosher broke character by gasping when she realized Rich's member was actually larger than her husband's.

Mike was beginning to feel really uncomfortable with the situation. Here he was filming his friend's mom in a thong. His best friend was now almost naked, which he had no desire to see. Even as kids the two had never seen each other nude. On top of that, Mike was trying to make a legitimate film that could be turned it for others to see. What was happening at that moment was more like a porno. Nevertheless, against his better judgement Mike did not yell "cut" and continued filming.

Mrs. Gosher grabbed Rich's stiff rod in her hand. She gave it a couple of quick jerks up and down. He flashed a wide smile on his face. Sensing he was happy, she gave it a couple more jerks and began to aggressively play with it. After about two minutes, she let go. Her body crawled closed to Rich, settling between his legs.

She lowered her head down towards his cock. With the tip of her tongue she gently swiped across the very top of the head. It jumped with the sudden rush of pleasure. She tried it again and got the same result.

"Someone's happy to be me," she looked up and said to Rich.

"Heh" was all he could get out.

Her tongue worked its way around the head in a circular motion. She licked from the top of his cock down the shaft and back up again. Mrs. Gosher teased him slightly as she put the head in her mouth and quickly pulled it out again. Her hand massaged his balls. Rich looked down watching all of this take place and was in amazement it was really happening. Finally she was done teasing, and Mrs. Gosher took his cock fully into her mouth. Her had jerked the base while her head bobbed up and down.

Mike moved with his camera to the opposite side to get a better view. Mrs. Gosher pushed her hair out of the way so the camera could clearly see her sucking Rich. He went from a wide angle shot to zooming in closely on her mouth. The camera almost missed her taking her shirt off while she was giving head. He saw the movement out of the corner of his eye, and quickly had the camera pull back the shot.

Mrs. Gosher crossed her arms and lifted both sides of her baby blue t-shirt up. She stopped the blow job for a moment to pull the shirt over her head. Mrs. Gosher's tits popped out of the tightly fitted shirt. They were large and firm, probably a least a c-cup. You could make out tan lines of where she likely wore a skimpy bikini during a tanning session. The nipples were a silver dollar sized, and had a nice pinkish tan shade. Overall her tits weren't nearly as perky as some of the girls that Mike and Rich went to high school with, but for a 50 year old woman they were pretty nice.