Joseph is so excited to be tickled that from the very beginning he's got a hard-on in his white briefs. Franco starts on Joseph's bare size 8 feet then moves to his inner thighs and knees. Joseph twists and struggles and his face turns red, but his raging boner is where Franco turns his attention. Franco deep-throats him and brings him to the edge of cumming, then suddenly stops and attacks Joseph's armpits, ribs and sides. Clearly, those are Joseph's most vulnerable spots! Between howls of laughter Joseph begs for Franco to stop. He even offers to suck Franco's dick if he'll end the torture, but Franco keeps tickling him and toying with his hard dick. Finally, Franco rewards Joseph by freeing his hands and feeding him his big dick. Franco unloads on Joseph's chest, and Joseph follows with his own juicy load before one final tickle assault. He stays hard to the very end!