Celeb Watch

While filming biopic "Milk" -- about San Francisco's first gay Mayor Harvey Milk -- Sean Penn couldn't help but be impressed with his co-star's dick.

Penn first got a good look at James Franco's member during a nude pool scene, but didn't know Franco was actually wearing a fake phallus because he wasn't comfortable going completely naked.

Franco, who plays Harvey's partner Scott Smith,  admitted, "This scene went on for a long time, like half the day, and it's getting old... and I go over to Sean and I guess he didn't know that I was wearing a prosthetic.

"I go, `Sean, you're such a great actor but you wouldn't do a scene like this if they asked you; you wouldn't dive into a pool naked.' "And he said... `Well James, if I was built like you, I would.' "A couple of weeks later we did this scene, where we're both dancing and we're naked, and we both have prosthetic penises. He finally put it together that I'm wearing, like, the Boogie Nights prosthetic."

Makes us wonder, though: what was Franco hiding under all that latex?

Now, we couldn't find any pictures of the special prop used for the film, so you'll have to settle with these hot shots from another Franco movie ...

As one BananaGuide fan pointed out this is a scene from 'Whatever it Takes,' (which looks surprisingly similar to some of our own Franco inspired fantasies).

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