SMALLER VERSION FOR DIAL UP USERS. Rachel is trying her hand at massage therapy. She invites Brian over to practice on. He works hard at construction and is willing to let Rachel rub him down. Rachel begins massaging his legs. She tells him she thinks it's a boring job. Rachel has something else on her mind. She unzips her coat and looks at him with a devious smile. She tells him she wants to tickle him instead. Brian is extremely ticklish. Rachel starts to lightly tickle him. She sees he has his socks on. She takes them off slowly. She is giggling. Rachel touches the bottom of his foot. Brian...

SMALLER VERSION FOR DIAL UP USERS. Rachel is trying her hand at massage therapy. She invites Brian over to practice on. He works hard at construction and is willing to let Rachel rub him down. Rachel begins massaging his legs. She tells him she thinks it's a boring job. Rachel has something else on her mind. She unzips her coat and looks at him with a devious smile. She tells him she wants to tickle him instead. Brian is extremely ticklish. Rachel starts to lightly tickle him. She sees he has his socks on. She takes them off slowly. She is giggling. Rachel touches the bottom of his foot. Brian jumps. Rachel now knows his weak spots. She digs her nails in between his toes. She moves up to his sides. Brian can't stand it. Rachel is having so much fun listening to him laugh, she climbs on top of him to gain more control. He is squirming to get free. She is laughing so hard now she drops her head on his chest. They both laugh. Rachel stops only to tease him. She sits on his face for a moment. She tells him to look at her ass to take his mind off the tickle .She turns and lies down on him tickling his sides. Brian is covered with tattoos. Rachel laughs and tells him if he can handle tattoos that he can certainty handle her tickling. She gets off of him and unbuttons her dress. She bends over his face smothering him with her tits as she continues to tickle him. He is so ticklish he can't possibly enjoy those tits bouncing in his face. Rachel asks him if he would like her to stop tickling him and rub his cock instead. Brian says yes. Rachel tricked him and digs her sharp nails into his ticklish body again.