Head Girl Sophia & cute Kelli have been asked to infiltrate rival school St Paul’s, and they have gone to Headmistress’ office already dressed in the rival school uniform. Kelli is not impressed she has to wear this uniform; she thinks it is horrible! As she complains to Sophia she thinks she should lighten up, so she starts to tickle Kelli, hoping she will laugh a little. Kelli wiggles, but tries desperately to resist Sophia’s fingers, but she won’t give up easily and tickles her even more. Kelli tries to tickle back but it is no good, Sophia just intensifies her ticking, even slipping off Kelli’s heels & socks to tickle her feet. As they writhe around they slip off their uniforms, and soon they are naked, apart from Kelli’s panties. However Sophia’s tickling is persistent and even naked she continues to relentlessly tickle poor Kelli!