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Mobile two-factor authentication (2FA) has become commonplace along with the popularity of mobile devices. Current mobile 2FA solutions all require some form of user effort which may seriously affect the experience of mobile users, especially senior citizens or those with disability such as visually impaired users. In this paper, we propose Proximity-Proof, a secure and usable mobile 2FA system without involving user interactions. Proximity-Proof automatically transmits a user's 2FA response via inaudible OFDM-modulated acoustic signals to the login browser. We propose a novel technique to extract individual speaker and microphone fingerprints of a mobile device to defend against the powerful man-in-the-middle (MiM) attack. In addition, Proximity-Proof explores two-way acoustic ranging to thwart the co-located attack. To the best of our knowledge, Proximity-Proof is the first mobile 2FA scheme resilient to the MiM and co-located attacks. We empirically analyze that Proximity-Proof is at least as secure as existing mobile 2FA solutions while being highly usable. We also prototype Proximity-Proof and confirm its high security, usability, and efficiency through comprehensive user experiments.