Mercedes & Victoria are alone in class, and as usual Mercedes is distracted and looking for trouble. As geeky Victoria tries to work Mercedes decides she is having none of it and struts around the front of the desk and starts to torment Victoria. She cannot resist tickling her a little, just to get her to lighten up and stop her from studying, and when she sees just how ticklish Victoria is she unleashes a merciless tickling frenzy upon her! As she tickles her more and more they both start to lose their clothes, and as Mercedes tickles Victoria all over, including her feet, underarms and neck Victoria giggles and wiggles beneath Mercedes fingers. Soon both girls are in just their lingerie and as Victoria rolls around on the floor, squirming and trying to escape Mercedes tickly fingers it is not long before they are both naked!