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Tilly confesses to Cali she likes smelling feet of other women. Cali likes kinky games too, so she puts hers over Tilly's face. Tilly tells her the feet and pantyhose are very stinky, so Cali keeps the toes over her nose.

Cali likes this game, but she wants tying and tickling Tilly too. She puts on a pair of red leather gloves and takes a chloro cloth, then she puts it over Tilly's mouth and nose. Tilly makes muffled screams and Cali keeps it until she faints.

Tilly wakes up tied up, with the nylon foot of Cali over her nose. She starts her foot smelling domination game. At the same time she tickles Tilly's feet in pantyhose. Tilly laughs, because she is ticklish.

Cali takes the chloro cloth again and puts it over Tilly's mouth and nose. She is forced to breath the substance and passes out. While she is sleeping, Cali takes off her dark pantyhose, then she strips herself.

Tilly wakes up and Cali continues her kinky game against her. She puts her bare stinky feet over her face, then she tickles her. Tilly is forced to smell and bear a hard foot tickling domination.

Cali decides to stop her game, so she puts to sleep Tilly with chloroform for the third time and leaves the room.