"Actually..." was all she said, because she was laughing and hence it was funny to be on the receiving end of things. She was panting for breath and could barely breathe as he tickled her. So much so that eventually she couldn't even fend him off, she just had to take it. All that laughing and squirming around had turned her on just as badly. She could feel him hard and pressed against her. She licked her lips when he finally stopped, and all she could do was nod her head, completely out of breath. After a moment, when she could actually speak, she reached up and put her hands on his shirt, "Maybe on tickling .. but not on you.. I.. want you.."