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Tricking sweet little Alice, an angry Mad Hatter tricks Alice into being her accomplice as they punish the Caterpillar with merciless tickling and teasing, taunting of the nervous system. The Mad Hatter suspects him of stealing all the sugar from her tea party, and she's going to tickle it back out of him with her and Alice's expert fingers. Unable to escape because he is cuffed and tied down, he starts to squirm and sweat. The Hatter and Alice insist that he admit his wrongdoings, but he seems to resist. Wiggling her fingers, stretching them out, the Hatter excitedly starts to work the caterpillars body all the way from his toes to his nose. Maybe a little scratch on the belly will do to make him talk? Or perhaps a raspberry to make him really thrash! A long tickle all over his sensitive body will be more than enough for him to beg for his life, as the Hatter makes Alice tickle as torturously as she can. Unfortunately for the caterpillar, these women hold a tremendous grudge over his nasty lying. They continue to tickle him up and down in his most sensitive spots, until his whole body shakes to the core and he begs for a break.