Millie's Ticklish Lesson (cont.)

by Max Speer

Millie thought it tickled before, but somehow, hearing those words made it tickle all the worse. She was absolutely hysterical. And all the while, the constant tugging and kicking was being controlled by Berg on his erection taking him closer and closer to his orgasmic goal. But not yet. She would reach up to grab his hand and his fingers would reach up and tickle her soft, sensitive underarm making her squeal and fling herself back again to the floor.

"Pleeeeeeeeze, Mr. Berg!" she managed to cough out between hysterics. "Stop it!!!!"

"I'll stop when you stop teasing me."

"I will, heeheeheeheehee, I w-will!!!!"

"I don't think so. We still have a whole semester of teasing that you need to be punished for!"

"I can't t-take ittt!!!!" she would manage to get out in between her laughing. He stopped for a moment. "Ok," he said. "I'll give you a choice, spanking or tickling." Millie didn't have to think twice. Her bottom still stung like hell from the spanking; especially now as it scratched against the carpet. "I'd rather be spanked," she said. The thought of more tickling was horrifying to her.

"Good," he said. "Then I'll tickle you." Millie was shocked. She could still feel fingers on her underarms and ribs. Her feet were raw from the ruthless tickling. "Stand up," he said. She rose and walked towards him pensively. When she was nearly touching him he said, "Now, on your knees!" "Mr. Ber..."

"ON YOUR KNEES!" he demanded. As the girl lowered herself, she saw his one hand was rubbing the huge bulge through his pants. "Put your hands behind your head," he ordered. She began to do it and froze, thinking, "If I put my hands behind my head he'll have plenty of opportunity to tickle me under my arms. That was her most ticklish spot on her body. She couldn't take being tickled anywhere but her underarms were horribly ticklish. She was still as she thought it over. "Do you want an "A", Young Lady?" She looked up at him with puppy dog eyes, a slight pout on her lips. Then, obediently, she lifted her arms up affording Mr. Berg a perfect view of her highly ticklish, smooth underarms, placing her hands flat against the back of her head. She felt her soft girls against her palms. Her teacher's hard-on was aching and he rubbed it faster now. He noted the perfect milky white skin of her underarms and noted that they were absolutely hairless.

"Where are you the most ticklish, Millie?" he asked, his passion rising. "Please, Mr. Berg." "Tell me or I'll tickle you on every inch of your body for an hour until I find it."

"Under my arms," she said in a whisper. "What?" he said, although he heard her clearly. "Under...my...arms," she said a little louder. Then she noted something. She became aware of a tingling between her legs. It began to rise in sensation as she mouthed the words; the confession, knowing he would tickle her there in a moment.

"Excellent." The teacher slid his leg forward and his shin came in contact right between her legs. The girl moaned and he realized that she was very wet, very excited.

"If I tickle you there," he continued. "What would happen?"

"I don't know," she said, a little confused. "I'll laugh. I'll scream."

"I want to hear it." He reached his index fingers and placed them on her upper arms on the soft fleshy undersides. They were extremely soft. Then he slid his fingers down and Millie's face burst open into a wide smile and she began to squirm. Her little body twisted side to side. "Stay still!" he demanded, pushing his shin up between her legs tighter. He felt her thighs closing around his leg, squeezing them. She couldn't look at him. She looked down and saw him rubbing his erection faster and faster.

He slid his fingers down to her underarms and she squealed in ticklish delight folding her arms down but managing to keep them up for fear of retribution. Berg tickled a little faster and her body instinctively went forward. She lost her balance and her face fell against his erection. He moaned. She took her right hand down from her head and unzipped his pants allowing his hard-on to spring from it's confines. She began to masturbate him and whispered, "Does this feel good, Mr. Berg?"

With his free hand he began to play with her underarm and she giggled the most girlish giggle and went forward again. This time she took his erection into her mouth and started sucking making her teacher moan. He continued tickling her underarm and feeling the perfect softness and her mouth opened into a smile as she looked up and closed her eyes giggling. Her thighs squeezed his leg and she began to feel her own orgasm, like a friend who was coming for her, still far away, yet coming closer.

"Aahh, tickle tickle tickle. My little ticklish Millie," he moaned. Millie could only giggle and tried to lick and suck his erection but was interrupted by the intense feelings of tickling on her armpit. "It's torture, Mr. Berg," she said giggling. "I'm so ticklish. I can't stand it."

The teacher was lost in his own lust. He heard her words clearly but didn't realize that he was still tickling her. He loved the feel of her soft underarm on his fingertips.

Millie was giggling and licking him as her climax began to overtake her body. She was giggling, squirming and moaning. Mr. Berg felt his own orgasm rise up like thunder. It shattered through his body as the young girl took it all in her mouth, squeezing her legs against his leg and rubbing herself against his shin.

They collapsed into each other.

Millie graduated with an "A" in Anatomy and Physiology. She needed daily tutoring from her teacher to help pull her grades up from a "B". By next semester, Millie referred several of her girlfriends to him for tutoring. Mr. Berg was happy to help.

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