Nerdy Melissa has gone to meet her teacher to talk about her expedition to infiltrate St Mackenzie's rival school St Paul's. Miss Hendrix explains that she looks far too smart to be a convincing St Paul's student, so she goes about scuffing her up. However as Miss loosens her tie ad undoes her top button Melissa flinches, she is VERY ticklish! Miss cannot resist and she tickles Melissa in her neck crevice, the more Melissa wiggles & squirms the more Miss tickles! Pulling off her socks she tickles her bares soles, moving up her legs and tickling her knees. As Miss gets more ruthless with her tickling she undresses Melissa, exposing her gorgeous exposed naked body to tickle as much as possible. Melissa wriggles and through giggles she begs her to stop but Miss is having far too much fun. Eventually when they are both naked & out of breath Miss lets Melissa catch her breath, they should get dressed before Headmistress arrives!