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13:05 video

Rachel, Dallas, and Grace - three hot, busty MILFs - are in their bikini's, playfully wrestling. First Dallas and Grace tussle and squeeze one another. Then Rachel takes on Grace. She puts her bare feet on Grace's face and rubs them gently against her cheeks. Grace enjoys the soft feel of Rachel's soles. After that, Rachel gets into the sixty-nine position with her. This time she XXXX her face with her crotch and her butt, keeping her pinned down and struggling while she grabs hold of her feet and tickles them. A tormented Grace retaliates, executing a move that sends Rachel over on to her back. Quickly getting on top, she dangles her boobs in Rachel's face and evens the score by tickling her on the chest, under the arms and on the souls of her feet. Rachel laughs hard, and so do Grace and Dallas. All the MILFs are having fun. After further spirited wrestling, rolling, tickling and hugging between Rachel and Grace in the 69 position, Rachel goes one-on-one with Dallas. Triumphantly, she pins Dallas and crotch-XXXX her face in the same way as she did with Grace. More play-moves ensure between them, then Dallas gets Rachel in several holds whereby she can tickle her feet. The happy screams and helpless laughter flow as each MILF manages tickling attacks on either the legs, butt, feet, chest or arms of the other. Then Rachel gets the upper hand, pushes some cloth in Dallas' mouth to gag her, and follows up by pressing her foot into her face. Dallas enjoys the experience and starts licking up and down Rachel's soles and sucking on her toes. She stays this way for a while, then suddenly gets Rachel on her back. Putting the gag in Rachel's mouth, she proceeds to tease her with play kisses, light fondling and plenty more tickling. Eventually Dallas gets Rachel on her hands and knees and tickles her from behind while mischievously dominating her. Rachel's laughs and light-hearted cries are muffled by the gag. Finally, all three MILFs wrestle and tickle together. Grace gets Dallas in a hold that leaves her helpless to stop Rachel from mercilessly tickling her feet. Then, when Dallas manages to slip free, she and Rachel team up against Grace. They keep her pinned down, XXXX her with their breasts, and make her writhe and scream with their constant, all-areas tickling. It is all wild breathless fun for them - and endless tickling, tussling, giggling, foot-play and sexy curvaceous bodies for the viewer.