"Ok, Joanne, is Valerie ready?" Joanne is 38, petit, blonde, still has many of the traits which put her at the top of the porn industry 15 years ago. That was, until she got tired of the drugs, the asshole producers, even the sex. She did rehab, met a guy, got married, had a kid, established a career, got divorced. Now, in the typical "Hollywood Mother" way, she was promoting her daughter.

"Are you ready, Val?" she asked.

"Sure," the ten year old responded. This was going to be her first nude scene. So far, she had been great, working through the early scenes of "Night Storms" shooting on location in Jamaica and Cayman. Now they were back in the studio, in the mock up of a 43 foot sailboat's interior. Later, the scenes on deck would be shot while actually on a boat, but it would be in a big pool in the studio. Then, the real "Magic," the renamed "Carmine," was tied up in Marina Del Ray, waiting for the scenes which had to be shot underway.

This scene called for her to come out of the shower in nothing but a tee shirt. As she moved around the boat, she was going to provide a few shots of her butt, that was all. She was comfortable with the man opposite, a really nice fellow named Doug. He was a lot older, 40ish, and really sweet. She knew that, later, they would be having sex, something she had never done before, but her mother had told her that Doug was really nice, an excellent lover, and that she would really enjoy making love with him. Still, it was a little bit scary.

She also knew the crew and director well, so she really felt pretty comfortable, especially with her mother right there. The first scene, where she just talks to "Donny" her uncle (being played by Doug) went well and only required a few shots to be repeated. The filming began at 9:00 and they were finished up by 12:00. Steve, the director, did make her redo the shot where she reaches into the ice box, he said the lighting wasn't right the first time, she blew her dialog twice and Doug did once. Then, also, someone on the set dropped a keychain at the wrong time requiring another shot.

At lunch, Joanne took Val out to one of their favorite restaurants and they talked some about the afternoon's shooting. Joanne assured her daughter that everything would go well, she just had to concentrate on her part and she would forget that she was naked; it was "all in a day's work." Anyway, she just had to think of all the times she had been at nude beaches.

"Yes, mommy, but there everyone else is naked too," Val said.

"Well, yes, but, you still know what it feels like to be naked with a lot of other people around."

They got back to the studio at 1:00 and Valerie and Joanne went to makeup. That was a bit of a surprise for Val because she hadn't realized that she would have to strip for the technician. She giggled when they put a little extra color on her nipples and powdered her crotch, in addition to putting the makeup on her face. They also did a surprising thing, they shaved the light hairs off her legs. "Little girls are supposed to be hairless," her mother explained. "The little hairs may pick up some light so, from now on, you're going to have to shave your legs." The last thing they did was wrap her head in a towel and pin it all together, then, wearing a bathrobe and flip flops, she and Joanne walked across the small parking lot from the makeup trailer to the sound stage.

Once there, Steve blocked out her steps for her, and they practiced the scene twice with no cameras running. The second time, Steve suggested that she do it without the robe and Joanne said she thought it was a good idea. Val felt nervous as she took her place behind the door which opened into the cut-away main cabin of the boat. It was dark, all the crew was on the other side of the flimsy door. She felt her mother's hands lifting the shoulders of the robe and Val let her slide it off of her.

"Don't worry, you're beautiful," she whispered into the girls ears.

"Ok Valerie," Steve called, "whenever you're ready."

She took a deep breath and stepped out of the flip flops, then opened the door.

Valerie wasn't aware of it, but everyone on the stage caught their breath when they saw her, this was the first time any of them had really seen her nude. At 4'5" and 65 pounds, Valerie was a goddess-like beauty. Her figure was still the straight lines of a child but there was just the start of a rise under her nickel sized nipples. Her belly was flat and she had full pussy lips, round and her deep slit that was still perfectly clean. Her normally dark hair, dyed chestnut for the movie, was wrapped in a hot pink towel. Valerie froze for a second, the sight of all the people watching her was a little shock, but then she stepped through the door and everything went fine. She, again, walked into the galley area and got a coke, then went back and sat down across the dinette table from Doug. The dialog went well, she was just sitting at a table and had forgotten that she was naked.

Then it was time for the actual shooting. This time, there were a couple of other lights on and the camera crew was busy, only the key grip and the camera man were watching her from that direction. They redid some of the dialog shots a couple of times, then took a break. Val was so comfortable that she just stayed on the stage naked, drinking a coke, and talked to her mother and the grip.

After 15 minutes, they were back at it, but this time it was Doug who came out of the door naked. She had never seen him nude before, and was a little curious, but was pleased with what she saw. If this was the guy who would be her first, he was good looking. In spite of his age, he was in good shape. He wasn't super muscular, but there were ripples under his skin. He had a spread of fine dark hairs across his chest and the hair around his cock was also fine, making the skin underneath visible. His cock was smooth and nicely shaped, it didn't scare her but she was a little worried because of its' size. Soft, like this, it was about five inches long and maybe an inch in diameter, she knew they get a lot bigger when they're hard. But, the head was smooth and looked soft. For the moment, before he sat down, she wondered what it would feel like in her mouth.

Again, the dialog went really well and they finished up early, at about 4:30. Steve called Joanne over and they talked for just a second as Valerie searched around for her robe and sandals. "Mom, do you know where my robe is?" she said while searching in the dark behind the fake wall of the cabin.

"I hung it over a light stand, honey," she called.

Valerie found it and pulled it on. Then, as she went back to her mother, she started pulling the pins out of her hair, the towel had started to really bother her.

"Honey," Steve said, "we've got some extra time and I'd like to get the shots of you sleeping."

"Ok."

"Great. It'll only take a couple of minutes. Go over to makeup so they can do your hair."

In makeup, she put on the tee shirt from the morning again, they wetted her hair, then worked with it to make it kind of messy. They crossed to the stage again, this time Valerie didn't wear the robe, it made her feel kind of good to know that people walking by might suspect she was actually naked. She felt a little strange during the first shooting because, even though she was just laying there on her belly, this was the first time a camera had taken a close up of her pussy. Even though the camera was a good six feet away, and she wasn't looking at it, she could somehow feel it peering up between her legs at her lips. They did an overhead shot, panning down her body, then lowering the angle to, again, peer up between her legs. She could hear the arm and camera moving and feel the lens and cameraman looking at her. That's when she realized what she was feeling, she wanted to push her hand down under herself, she wanted to move her finger along the little folds and bumps between her lips.

That night, at home, she and her mother went over the schedule and the dialog for the next day. But, the last thing to be shot made Valerie nervous. It was where she was supposed to finger herself while "Donny" was watching.

"Mommy, I'm a little scared. I've never done that in front of anyone before."

"Honey, there are two ways you can do it. You can close your eyes and just enjoy yourself, or you can fake it. Believe me, it's a lot more fun to actually enjoy it, also, it makes for a better movie."

"I know, Mom. I'm just not sure I can really, you know, cum with all those people."

"I used to cum because I knew there were so many people watching."

"I just don't know," she paused. "Also, it calls for two cameras."

"You've worked with more than one camera before. Steve just wants to get the whole thing in one take, honestly. Otherwise, you'll have to make the face shots later, faking it, but, since this is your first time, he wants to capture that. That's the whole idea of the movie, it's supposed to be the first time for you. That's what Mr. Schmidt wants, he and Steve came up with the idea."

Valerie looked a little glum.

"You're afraid of having the extra people there."

"Yes, mommy."

"All these people love you, honey. They think your beautiful and really enjoy working with you. Every woman out there wishes she could be you and every guy is green with envy for Doug."

The two sat in silence for a few moments.

"You'll be great," Joanne said. "Don't be in a hurry. If you can't get off, I'll help you put on a really good fake orgasm." At that, they both giggled.

They talked until 11:00, then they went to bed. In bed, Valerie tried to imagine the next day. She remembered the stage and the set, she remembered all the people. She thought about her mother watching, then she remembered Doug and his really sexy body. She started imagining what his cock looked like hard. That's when she started rubbing herself. She pictured Steve and Doug watching her. Steve leaning forward in his chair, Doug with that little grin of his, admiring her. She had seen it many times in the past couple of weeks, that look on Doug's face, admiration, amusement, and, yes she knew what it was, lust. She knew he was thinking about what it would be like to fuck her, and that he was really looking forward to it. Those thoughts put her over the edge and she came, her fingers wet from the juices as she rubbed her clit and just came and came and came.... She knew that, if Steve and Doug were watching, she would not have to fake anything.

Almost all of the next morning's shooting was done at the pool and, for most of it, Valerie was naked. Only the first shoot, where she's talking to Donny in the morning, was she wearing the tee shirt again. Here, however, she had to pull her knees up under her chin so they could get a nice flash of her pussy. It made her tingle when she watched Doug look down at her, the camera filming his face as he saw her lips peaking out.

Then they dimmed the lights while Val took the shirt off and shot the scene, which would actually come later in the movie, where they talked on deck after Donny had watched her finger-fuck herself. When that was done they shot some scenes of she and Donny swimming, this time they were both nude. She felt kind of turned on when, with the camera in the water, being held by the cameraman, they got a shot of her ass and pussy as she climbed out of the water. Then it was lunch time but Valerie was too nervous to eat.

When they arrived at the set, everyone was already there and the cameras were in position. Again, one was at the foot of the lazarette bunk where she would be laying, then there was another on an arm which reached over the bunk. The set was quite warm and most people were wearing shorts. Doug was there, he smiled at her when she came in. Mr. Schmidt was also there, he had been in and around during all the shootings but hadn't said much. When he was there, he was usually near Steve and they usually talked quietly before and then after each scene.

Val was really nervous but she was determined. She just walked across the stage, then dropped her robe, "Ok, Steve, where do you want me?"

He positioned her on her back, then the camera men took some light readings and they had her talk in a low voice to get the sound right.

"Ok, Val, don't worry, I know you're going to do great," Steve said. "Take as long as you want, I'm not going to say anything once we start. I just want you to enjoy making the movie until you're finished. Then I'll look at the tape and decide if we have to do any outtakes, but I'm sure I won't need them." He paused. "Are you ready?"

"Ok."

"Start the cameras and everybody be quiet," Steve said in a conversational tone.

It got very quiet. Val looked up at the camera which was about five feet over her face, smiled, let out a long breath, then closed her eyes. She could feel the other camera looking down at her crotch, it made her tingly, her nipples felt tight, she wanted to rub them. She brought her hands up and started to stroke them with the pads of her fingers. She had never done this before and it was a new feeling. It seemed that there was a direct link, as her nipples got hard and began to tingle, so did her clit. She felt a need to be touched down there. She opened her eyes and looked into the camera, however, it had pulled back some and had panned down, catching her hands on her chest. She slowly moved one of her hands down over her stomach and it followed as she pushed her finger down into her slit. She caught her breath and made a little squeak of pleasure. She spread her legs farther, hanging one off the edge of the bunk. Then, she slid her other hand down and used two fingers to spread her thick pussy lips apart. She just knew that the other camera could see all of her, and the idea really turned her on. Holding her lips apart with one hand, she started stroking her clit with the pointer finger of the other. Again, she looked at the camera, it was watching her face. Right then, as she pushed her finger deeper and inserted the tip into her vagina, a wave of pleasure passed over her and she looked up, behind and above the camera, looking into the darkness of the studio's rafters. She shivered and felt a flush run over her entire body.

Without thinking, she lifted her knees slightly and pushed her finger deeper into her, bending up just a little so she could reach. Her finger pushed against her hymen, a little shiver of pain. She usually didn't push her fingers inside like this, it hurt a little. She pulled her finger back, then moved her other fingers down and started rubbing her clit with it. Another rush, another ripple.

She was aware of all the people, she could see the cameras and the lights, but they didn't matter, all she wanted was to feel the waves building in her. She knew she was supposed to push two fingers into her, but, when she did, there was a sharp pain, she was stretching her cherry too much and she didn't want to pop it, she knew Doug was supposed to do that, so she stopped with the second finger, keeping the index finger of her right hand inside her while she rubbed her clit with her other hand. She turned her head and saw Steve, watching her with concentration, Doug was behind him, breathing hard, even her mother was staring, her mouth agape. Behind them all, in the darkness, was Mr. Schmidt, his arms crossed, watching her and nodding slightly. Val was so overcome with the idea that all these people were being turned on by her that she went off. Wave after wave of orgasm washed over her as she jerked, humping into her hands, pulling her leg completely off the bunk, arching her back. She grunted and mewed, feeling sweat run down her sides and temples. She came at least five times before she was too exhausted to continue and she sank down, falling into the ultimate relaxation, almost sleep. Her hand fell to her side, her other staying on her belly. She could feel a wetness, more than she had ever felt before as her panting calmed.

It was silent as she softly said, "Oooohhh."

Then Steve said, in a low voice, "Damn, that was great."

Her mother came around the director's chair and up next to Val, she smiled down, "That was beautiful honey." She leaned down and kissed her daughters forehead. "How do you feel?"

"MMmmmm, .... sleepy."

Joanne hugged her ten year old and kissed her neck, then pulled her up seated. Val looked around, all eyes were still on her, she hugged her mother.

"Ok, everyone," Steve called, "let's get that tape set, I need to review it in five minutes, we can't break down the set until I see if we need some outtakes." There was some murmuring around the set as people move off, someone knocked over a light stand with a crash.

Mr. Schmidt walked up behind her mother. "That was way beyond anything I ever expected, Valerie," he said in his low, sonorous voice. "I know that Steve and your mother couldn't have made a better choice than you."

Val smiled and blushed a little. "Thank you, sir."

"Joanne," he said, "Steve and I think it would be a good idea if she watched the filming of the next scene."

"That's were Doug jerks off?" Joanne said.

"Yes. We think some familiarity with him may make things less tense tomorrow."

"Is that Ok, honey?" Joanne said to Val.

"Ah, sure."

Val joined the crowd around Steve half an hour later, after Steve and Mr. Schmidt had reviewed the tape. They had come out of the editing booth and said that the film, once edited and mixed, would be outstanding. Mr. Schmidt hugged Val, telling her she had done a wonderful job.

The atmosphere on the set was considerably more relaxed, even jocular. The set for the small rear cabin of Magic was set up. When Val saw it, she, with a bit of a shock, realized that this was where she was going to loose her virginity in a few days and, tomorrow, it was where she and Doug would have their first time together. The idea made her a bit nervous.

"Are you getting ready back there?" Steve called.

From behind a partition, Doug answered, "I've been ready ever since watching Valerie."

With a laugh, Steve said, "So have we all.....ACTION!"

Doug came onto the set and Val caught her breath. His cock was fully erect, she was amazed by it. She had never seen one like this before, at least not in the flesh (she had watched a lot of her mother's movies over the years.) It was about eight inches long and over an inch in diameter. Doug had an all over tan, so the skin was dark but veins still stood out darker along it. The head was smooth and a dark pinkish brown. He sort of collapsed on the bed, then rolled onto his back and grasped it. He started to stroke it. Again, there were two cameras, one watching his face, another, hand held, getting a close up of his hand and dick. After just a minute or so, he started to hump to meet his strokes.

"Are you getting ready?" Steve asked.

"Yeah, pretty soon," Doug answered, his voice a little horse.

"We've got enough, whenever you're ready."

Doug leaned back, pushing his head into the pillow. He humped to meet his hand. "I'm about there," he said. He caught his breath and shook. Val was surprised when a white stream of semen shot out of his cock, arching at least six inches into the air before plopping back onto Doug's stomach. More shot out, but not as energetically as he emptied his sack and grunted. What was really surprising to Val was the amount of cum Doug produced. Every stroke seemed to produce another huge gob. It ran in sheets down his dick and over his hand. By the time he was done, his entire crotch area was soaked with the whitish goo. He calmed down and wiped the cum off his hand on the sheet next to him, his still erect cock laying in a pool of white slime on his belly.

"That was great, Doug," Steve said.

Doug sat up and swung his feet off the bunk. Someone threw him a towel. As he wiped cum off his belly and dick, he said, "I bet it was better for me." A few people laughed.

Doug stood up and walked up to Val, his cock was softening. He put his arms on her shoulders, "See, all in a day's work." She smiled up at him, then hugged him. When she felt his cock against her stomach, she realized she was still naked. Doug wrapped his arms around her.

"Is it all right if I take her out to dinner tonight?" he asked Joanne.

"Sure, if she wants."

"Val?" he asked, holding her back from him.

"Ok."

He looked and Joanne, "I'll pick her up once you're out of makeup."

* * *

"You're going to be in, what, the fifth grade, right?" Doug and Valerie were eating at a Chili's. Because it was still early, they hadn't had to wait long.

"Yeah, school's fun."

"It's good that you feel that way. When I'm not making movies, I'm a comptroller for a big car dealership."

"You don't do this all the time?" she asked.

"Oh, no," Doug laughed. "When I was younger, in college, I did this most weekends. It put me through, but, it's a hard way to make a living." He smiled at his unintended pun. "That's how I met your mother, we worked together on some movies."

"Oh." Valerie wasn't quite sure how to feel about that. She had never seen Doug in any of the films of her mother. She thought it was kind of strange that the man she would be with in the first movie she made, the man who she would be having sex with the first time, has done it also with her mom. Then again, it must mean that he mother trusted him, which was ok too.

"How many times did you and mom...?"

"Oh, we were in, maybe five movies and, I don't know if she told you this, we dated some before she met your father."

"How many different girls have you, you know, made movies with?"

Doug smiled, "Quite a few."

"Like me?"

"Oh," he paused, "no. You're the youngest, by far. I've been with, maybe, oh a sixteen our seventeen year old." He was silent for a few moments. "That's what makes this movie so...cool. It was Mr. Schmidt's idea, to make a first time movie that is really a first time. And you're so wonderful. After watching you today, you're going to do great."

Val picked at her salad with a fork, not really eating it.

"You're nervous about tomorrow. Don't worry, you'll be outstanding."

"Well, I'm not sure about taking directions, you know, starting and stopping the way they do when they make the movies."

"That's what I'm there for. Hasn't your mother told you how we're doing it?"

Val sort of shook her head.

"You've read the story, so you know what we're supposed to do, right?"

She nodded at her food.

"You just follow me, if I move your hands someplace, you'll know what to do, if I roll you in a certain way, you just follow me. I doubt I'll even have to say anything."

"Well, sure, but, how will Steve tell me what to do if we're supposed to do it in one take?"

"Oh," Doug now understood, "I'm going to have a little radio, it looks like a hearing aid. If he needs you to do anything, he'll tell me."

"I see." She didn't look very reassured. "I'm just....well, I've never done this, how will I know?"

"You know you can trust me," he reached across the table and took her hands. "You're a beautiful, smart, sexy young lady, and I'm the luckiest guy alive to be your first. Everyone there loves you and no one would ever hurt you or make you feel bad. We're going to all, me, Steve, your mom, everyone, make sure that you make the best movie ever and have a great time doing it." He paused for a moment, still holding her hands. "Wasn't today great?"

Val looked at him with a longing expression. "Oh....yeah. I've never felt like that before. It was, wonderful. Everyone was so great and, well, it was a real....turn on....to know all those people were watching me."

"Tomorrow will be even better...I promise."

When she got into bed that evening, Joanne went into Val's room and they talked. Val was nervous about the shooting the next day and Joanne talked her through the scene, helping her imagine it.

"Mommy. Doug said you and he made some movies together."

"Yes, dear. We probably did, oh, ten or twelve scenes over the years, we also dated for a few months and had a few of our own, private, scenes." There was quiet for a little while, then, "That's why I agreed to let you make the movie when Mr. Schmidt and Steve asked me, I knew that, with Doug, everything would be wonderful for you."

"You like him?"

"Well, I'd better. I've arranged for him to take my little girl's virginity."

They were quiet for a little longer, then: "Mom.....today, when Doug was, well, there was an awful lot of...."

"Oh," Joanne said with a laugh. "Yeah, Doug is known for that. He seems to have an inexhaustible supply of jez. That's one of the things that makes him so good."

"I don't know...there seemed to be a lot of it."

"Doug is wonderful, honey."

"Yeah, but, later he's going to...in my mouth."

"Honey, it's great, don't worry. You just keep swallowing it, that's all."

"Some of the girls at school said it tastes real bad."

"Oh, is that what you're worried about. Honey, I've swallowed more than ten women normally do. Actually, it really doesn't have much of a taste, maybe a little like sweat. It's just kind of slimy in your mouth, that's all. But, ya know what, if you'll swallow a man's jez, he'll do anything for you." She was silent for a second. "There's a joke, when a man shoots his cum in a girl's pussy, that's where babies come from. When a man shoots his cum in a girl's mouth, that's where jewelry comes from."

They both died laughing, then Joanne kissed her little daughter good night and went back to her own bed for the night. Valerie lay in the dark, imagining what was going to happen tomorrow. Then she remembered what a kick it was, the feeling of all those eyes adoring her as she rubbed herself, then she remembered watching Doug's sperm shooting. Her hand crept lower and, as she brought herself off, she tried to imagine what it would feel like to have Doug pumping all that sperm up inside her.