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Elijah kicks off his sandals, gets naked and hops up on the tickling table. Franco starts out by tickling Elijah's size 12 feet with a toothbrush and licking his soles. He tickles Elijah's bellybutton with his tongue and fingers, then continues up the body to tickle him on his neck, armpits and ears. Elijah giggles and squeals as Franco tickles him with his beard, a feathery brush and his fingernails. After a little psyching out, Franco tickles Elijah by his armpit hairs and on his upper ribs. Elijah swears and arches his back, squealing more as Franco tickles his knees and inner thighs. He tries clamping his legs shut, but Elijah can't match Franco's strength. Franco goes back to the upper body, and when Elijah begs for Franco to stop tickling his ribs, he does…and tickles Elijah's sensitive feet instead. He tickles his bare soles with a soap saver, dog brush and a detangling brush, briefly stopping to suck his toes. The experience is so arousing that Elijah pops a major boner. Franco had lubed up his hands to tickle Elijah with, but instead uses his slick fingers to stroke Elijah's big dick and finger his ass. Elijah moans and shoots a huge load, then it's right back to laughter and begging as Franco finishes the session with a slippery rib tickle.