She kisses him right back, though he can probably still feel the pout. He hands rest on his shoulders, no longer attempting to tickle him again. Her fingers press against him, gasping into the kiss when he suddenly nips her again. Then there's what he said, which just made her tense up even more against him. That was so unfair.

"..You're gonna have to give me some room to work with then..." She can't really undress him like this, after all.