Lizz is a bioreasercher who long on genius and looks, but short on ethics. She is willing to do whatever it takes to further her research and experiments. Her latest project involves cellular microization. She has abducted scores of men, whom she has experimented on, resulting in them being shrunk down to one inch high. She plans on conducting a new round of experiments, but a phone call takes her away from her tiny captives, who use it as a chance to make a break. When she returns, she's furious, and hunts the "tinys" down. Not wanting to damage her experiments, she is using anesthetic sleeping gas to subdue them. But a mishap and she accidentally doses herself, and passes out from the sleeping gas. When she comes to, she is at the mercy of the tinys, who intend to teach her a lesson as they start to tickle the giantess scientist to distraction. Crawling all over her, she is helpless with laughter. Soon, they get to her lower region, and the tickling is having a new response as the tinys tickle her pussy. They know that they can't keep her subdued by tickling and pleasure forever, so some of the tinys drag a canister of laughing gas to take care of the mad scientist, so they can make their escape.