The smile on her face spread as she realized he was ticklish right there. She'd have to remember that one. Him smiling like that made her happy inside, he could probably sense it. Mostly because he was a little too rigid for her liking. "Just breathe.." she told him. "Breathe with me.." she could tell his breath was shallowing, so she made herself breathe evenly to try and get him back on course. Her hands stayed in his hair though, scratching at his scalp lightly from back to front. She pressed her cheek against his and stayed perfectly still for a moment so that he could start breathing again before she nuzzled her face against his. Not so much kissing, but just rubbing her face against his.