Franco gives straight buddies Marc and Nate porn to watch while they undress each other. With their pants around their ankles, Franco tells the guys to start tickling. Marc is the first to receive, but when Franco joins them, the tables turn on Nate. They tickle torture him so roughly that they break the window! Franco has the guys take off each other's size 10 shoes and smell them before pulling over a blow-up mattress for them to tickle wrestle on. Marc and Nate go head-to-head until Franco joins them and turns the focus back on torturing Nate. He screams wildly as they tickle him in his inner thighs and armpits, then Franco has the guys lie next to each other and stroke it while he grabs a bowl of nuru massage gel. Once the guys are coated in gel, they slip and slide all over the mattress and each other, tickling as they go. After several minutes of slippery tickle fun, the three hook themselves together and start jacking each other. Franco cums first, then the two friends do themselves. Marc busts his nut next, but when Nate can't cum, Franco and Marc tickle the hell out of him.