After a taxing cheerleading practice, Lana and Freshie lounge around in Freshie's bedroom. Freshie - recently promoted to Head Cheerleader attempts to express her satisfaction over their recent practice however Lana is visibly annoyed due to Freshie's newfound bitchy ways towards her. Lana suddenly remembers that Freshie is actually SUPER ticklish and that is a secret very few classmates know. Lana decides to get payback for Freshie's bitchiness by slowly rubbing her finger tips on Freshie's smooth skin before she pounces on Freshie, mounting her making it difficult for Freshie to get Lana off of her. Lana takes her time tickling Freshie's armpits, toes, sides and underneath her supple breast. Freshie attempts to escape Lana's fingers as both cheerleaders roll around on the bed, skirts flaring and occasionally going up exposing their panties as Lana is determined to get tickle payback.