“Oh, it’s so nice of you to plan a sleepover for us, Twilight!” Fluttershy said, carrying a backpack with a change of clothes. “But you really didn’t have to go through all this trouble, you know...”

“Oh, it’s no trouble at all, really! With the map calling Pinkie Pie, Rainbow Dash, and Rarity to Chicoltgo and with Applejack visiting her family in Applewood, I figure that we could do something fun together, just the four of us!” Twilight said, walking with Fluttershy through the crystal halls of her castle.

The two of them walked into one of the larger bedrooms, where there were four beds arranged in a circlefor the sleepover. Spike and Starlight Glimmer sat in the middle of the room, slapping cards down onto a pile in between both of them. There were poker chips haphazardly scattered around them, some of them stacked up as high as they could without the tower falling over.

“Oh hey, Fluttershy’s here!” Spike said, carelessly tossing his cards behind him as he rushed towards her, knocking down one of the chip stacks with his tail.

“Hi Spike! Hi Starlight!”

“Hey, Fluttershy. Been a while, hasn’t it?” Starlight said, standing up and stretching.

“Mmhm! Are you excited for this sleepover, Starlight?”

“Well, this is kinda my first sleepover, so I don’t really know what to expect.” Starlight said, grinning sheepishly.

“Well…” Twilight said, her horn starting to glow. “If you want to know everything about what to do at a sleepover, I have the perfect thing that could help-”

“I’m still not reading the book, Twilight.” Starlight said, quickly shooting her idea down.

“...Please?”

“No.”

“Not even just a liiiittle skimming?”

“Twilight.”

“Fiiiine,” Twilight sighed. “Well, now that Fluttershy’s here, I guess we can officially start the slumber party!

“Alright, so what’s the first thing we do?” Starlight asked, crossing her arms.

“Well, if you actually wanted to read the book I offered to you several times during the week preceding the sleepover,” Twilight said, giving Starlight an intense stare. “You’d know the first thing that we’d do is-”

Before Twilight could finish her sentence, a loud growling filled the room.

“...Can we eat first?”

Twilight rolled her eyes. “Sure. What are we gonna have? We could all go to the kitchen and make something together-”

“Or we could order pizza,” Spike immediately suggested.

“But we could also do something as a group and make something great together,” Twilight said, shooting Spike a glare.

“Yeah, or we could order pizza.” Spike said, pointing to his growling belly.

“Actually, pizza sounds pretty good right now,” Starlight added.

“...What toppings do you guys want?” Twilight sighed, defeated.

“Mushrooms!” Spike said, pumping his fists.

“Green peppers, please,” Fluttershy said.

“Onions,” Starlight chimed in.

“Fine, I’ll be back soon...” Twilight grumbles, walking out of the room to place the order.

“Ok, so we’re gonna get a pizza, what are we gonna do until it actually gets here?” Starlight asked.

“I dunno, Fluttershy’s here. We could play poker or something,” Spike shrugged.

“What about Twilight?”

“Eh, we can deal her in whenever she gets back,” Spike said, sitting back down near the pile of cards.

“Do you know how to play, Fluttershy?” Starlight asked.

“Oh, I do, actually. Applejack and I had a little extra time in Las Pegasus, so we played a few games before we came back home.”

Starlight gave her a bewildered look, before across from Spike, gathering all of the stray poker chips and cards that were irresponsibly thrown around.

Fluttershy took her place around the cards, creating the circle of players.

Starlight made sure all the cards in the deck were there and face-down before shuffling them with her magic. Spike grabbed the poker chips, giving the players twenty chips each.

Fluttershy tapped her fingers against the floor as she waited for her hand to be dealt. The sleepover was off to an interesting start, and the sun was just starting to set. She felt a little bad that it wasn’t going out the exact way Twilight wanted to, which she guessed was supposed to be quite literally by the books, but she was sure that Twilight would have fun anyway.

“Alright, let’s play,” Starlight said with a grin, dealing out the cards. “Big blinds’s two chips.” She gave out two cards to each player, before putting the deck in the middle.

Fluttershy peeked at the two cards she was dealt. The two ‘K’s she saw almost made her grin. She knew that she couldn’t look too happy with her cards and tip Spike and Starlight off, but it was going to be difficult to hide her excitement. “Ok, call,” she said, putting two chips forward.

“Same,” Spike said, pushing two chips in.

Starlight took three cards off the deck and flipped them over. Two sevens and a King.

Fluttershy felt her heart skip a beat. She just hoped that her face didn’t show that she had a full house. “Check.”

“Check.”

“Check.” Starlight nodded, flipping over the next card. An ace.

“...Check.”

“Raise.” Spike put five more chips in, the corner of his lips turning up ever so slightly.

“I’m folding.” Starlight said, pushing her cards forward with a pout.

Fluttershy decided to risk it. “Call,” she said, pushing five of her chips in.

Starlight turned over the final card. A four.

At the same time, Fluttershy and Spike turned over their cards. Fluttershy had two kings, Spike had an ace and a nine.

“Aw come on!”

“Jeez, Fluttershy. How much did you win at Las Pegasus?” Starlight said, gathering the cards to reshuffle them.

“Oh, not that much…” Fluttershy said bashfully, pulling the chips in.

Fluttershy, Spike, and Starlight continued to play poker as they waited for Twilight to return. Fluttershy didn’t win all the hands she didn’t fold on, she just won enough to make Spike angry whenever she managed to call his bluff. She and Starlight didn’t have the best poker faces, but at least their tail didn’t tap against the floor whenever they tried to bluff.

Their mini-gambling game was interrupted by the knocking on the door.

“Alright, Pizza’s here!” Twilight called out, entering the room, balancing a pizza box on the palm of her hand.

“...Only one pizza?” Spike asked, raising an eyebrow.

Twilight scowled at Spike, her horn starting to glow.

“Kidding! I’m kidding! Jeez…” Spike said defensively, scooting back as Twilight loomed over him.

Twilight set the pizza box down and opened it up. Everyone quickly grabbed a slice, finally able to sate their hunger with greasy, cheesy, oven-baked bites.

“So, what were you guys doing while I was gone?” Twilight asked between chewing.

“We were playing poker, you want in?” Spike said, his mouth full.

“Sure, deal me in.”

“Oh, we should probably give Spike his chips back. Right, Fluttershy?” Starlight giggled.

“Yeah, yeah, rub it in…” he grumbled.

The four of them continued to play poker and eat pizza. As the sun set below the horizon, the stakes were raised, stomachs were filled, and surprisingly only three threats to dropkick someone were made. Soon, Starlight had won all the poker chips and the box had nothing but small crumbs and grease stains.

“Alright, so we ordered pizza, played poker, and stuffed ourselves when the food arrived,” Starlight said, rubbing her full stomach. “What do we do n-” Starlight’s question was interrupted by something hitting her in the back of the head.

“I’ll tell ya what we do next. PILLOW FIIIIIGHT!” Spike yelled, dual-wielding two pillows and swinging them around.

“Oh, you’re gonna get it now!” Starlight laughed, grabbing a nearby pillow, gunning for Spike.

Spike hopped onto the bed, bouncing off to slam his pillows down onto Starlight’s head.

The impact made Starlight fall back, but she quickly bounced back, uppercutting Spike with a pillow.

“Hey, don’t forget about me!” Twilight said, grabbing onto a pillow to join the fray, swinging at both Spike and Starlight.

Fluttershy decided to sit on one of the beds that still had pillows on it, calmly observing the carnage from a distance. She smiled and lightly kicked her feet as she watched Starlight lying on the floor as Twilight and Spike yelled and repeatedly slammed their pillows down on her.

It wasn’t long until Twilight took a break from fighting to approach Fluttershy. “C’mon, Fluttershy,” she said, offering Fluttershy a pillow. “Don’t you wanna join in?”

“Oh, I don’t think that I can do it right…” Fluttershy said, holding the pillow close to her chest.

“Aw, c’mon, Fluttershy! These pillows are super soft!” Spike explained, punching the pillow he was holding. “They won’t hurt at all-Ooof!”

While Spike was demonstrating, Starlight took the opportunity to whack him in the back of the head with the pillow. “Yeah, it’s fun! You just gotta get into it. Just! Like! This!” Starlight said, smacking Spike with each word for emphasis.

“A-Alright…” Fluttershy stood up, walking over to Starlight and Spike. She reared back and swung at Starlight with the pillow.

Starlight recoiled, her eyes widened in shock. “Woah, you have a serious swinging arm, Shy…”

“Ehehe…” Fluttershy blushed, rubbing the back of her head. Those workouts with Rainbow Dash continued to show results.

Spike took the opportunity to get back up and get a free swing at the new contestant.

Soon, all four of them were now participating in the pillow fight, often wildly swinging at the closest person nearby, bouncing off the beds for a gravity-aided strike.

Fluttershy was taking the brunt of some fluffy strikes from Twilight. While blocking the blows, she notices Spike charging towards her, striking him down before he got close enough.

Spike fell to the floor on his back. Before he could sit upright, Fluttershy leaned over him, swinging her pillow down.

Fluttershy refused to let up, slamming the pillow down on his face and chest over and over.

In the middle of the barrage of hits, Spike suddenly dropped the pillows he was holding, his arms shot up to squeeze Fluttershy’s sides.

“Eeeheehee!” Fluttershy giggled, internally panicking because she was almost certain of what that wiggling of fingers against her sides was going to lead to, and was dreading the embarrassing explanation that was sure to follow.

“Spike, that’s cheating!” Twilight scolded, blocking a few overhead swings from Starlight.

“I didn’t realize there were outlined rules, Twilight.” Spike rolled his eyes. “Besides, now I’m winning!” he chuckled, sitting up as he skittered his fingers across Fluttershy’s belly.

“Stahahap! P-Please!” Fluttershy begged, trying to bat Spike away with her pillow. Her strikes were getting weaker due to Spike’s continued tickling, eventually being overpowered enough that she was on the floor on her back, while Spike loomed over her in a relentless assault.

“Heheh, I think you like getting tickled, don’t you Fluttershy?” Spike taunted, his fingers crawling up into her armpits, skittering against her.

“Aaaaah! N-Nohoho!” Fluttershy stuttered. Maybe if she lied about it, she’d be able to avoid a significant amount of embarrassment. It was an incredibly long shot, but that was her best chance at this point.

“You suuuure about that?”

“Y-Yes I’m sure!”

“Yeah? Then why are your wings out like that?” Spike smirked.

Fluttershy looked behind her, seeing her wings popped out, fully extended to show her excitement. Betrayed by her own body. Fluttershy covered her reddened face and let out a dejected sigh. Three friends at once. That is definitely an embarrassing new record.

“Spike, what are you trying to do to our sleepover?” Twilight scolded.

“No, i-it’s fine, Twilight. Spike’s right, I-I like t-tickling…” Fluttershy spat out, wanting to get the embarrassment over with already.

“Wait...you do?” Starlight asked, raising an eyebrow.

“Wait, seriously?” Spike interjected, “I was just teasing you about it, I didn’t think I’d actually be right about it. Sorry, Fluttershy, I didn’t think this would be a big thing for you.”

Fluttershy let out a little smile. Usually it was her that was the first to apologize when it came to awkward situations. Still, now they all knew about it, and it didn’t make her feel any less embarrassed to be put on the spot like that.

“So...what exactly do you like about it?” Starlight asked, prompting Twilight to glare at her. “What? I’m just curious is all. I don’t think it’s wrong, I’m just wondering why.”

Fluttershy shifted around a bit, thinking about how to best word her answer. “I...I dunno, I just think that it’s really fun…” she mumbled, not looking any of the three in the eyes. “It...feels good to just laugh and laugh, or just to make someone laugh like that,” she muttered under her breath. “Eheh...I know I kinda sound like Pinkie Pie saying that…”

“Hah, does Pinkie Pie know about it?”

“Yeah...she’s really good at tickling…” Fluttershy nodded, her voice getting a little louder. “I...I like having tickle fights with her, even though she knows all my weak spots...” Even though she knew Starlight didn’t feel the same way about tickling, talking about it with her made her feel a little more comfortable about it. Sure there was still a bit of embarrassment to it, but it wasn’t like an end-of-the-world kind of embarrassment.

“...Hey Twilight, I think I figured out the next thing we could do.” Spike said with a smirk, elbowing Twilight in the ribs.

“And what’s that, Spike?” Twilight knew the general direction of where he was going, just not the exact coordinates.

Without any warning, Spike stepped behind Twilight, digging his claws into her sides.

“Aaaahaahaaa! W-why you little-!” Twilight tried to reach behind her to pry Spike away.

Fluttershy and Starlight turned their attention towards Spike and Twilight before looking back at each other. There was a silent exchange of smiles before Starlight pounced on Fluttershy, wiggling her fingers against her belly once she got her pinned down.

“Heehahaha! Nohoho, waaaaiiiit!” Fluttershy squealed, trying to push Starlight’s arms away.

“Hey, I think I’m starting to see your point, Fluttershy, this really is fun!” Starlight joked, her fingers dancing against her midsection, circling her fingers around her navel.

Fluttershy squirmed underneath Starlight, trying to wrestle away. It wasn’t the first time that Fluttershy had been pinned down by a tickler, enough experience tickle fighting with Pinkie Pie allowed her to concentrate long enough to strike underneath Starlight’s armpits.

Starlight’s eyes widened when Fluttershy counterattacked. Her body tensed up, and unfortunately for her, she stopped her tickling.

Fluttershy quickly followed through once she saw an opportunity, slipping out from underneath Starlight to get on top of her. “So, how fun is it now?” she taunted, keeping her hands safely tucked inside Starlight’s armpits.

“W-wahahait! T-Time out, pleheeheease? Aaahahahaha!” Starlight begged. She tried to shoot her arms to the side to prevent Fluttershy’s fingers from moving, but only ending up ensuring Fluttershy never let up.

“Ooh, your armpits are super ticklish, Starlight!” Fluttershy cooed, her fingers wiggling against the hollows. “It’s gonna take a lot to get me to stop…”

As she struggled to push Fluttershy’s arms away from her armpits, Starlight’s horn started to glow. “T-then how about thihihis?”

Fluttershy tilted her head in confusion. What could Starlight possibly be doing with her magic? Suddenly, a pillow came flying in out of nowhere, smacking her in the face.

Fluttershy had to remove her hands from Starlight’s armpits to toss the pillow aside, that was when Starlight reached forward, her fingers ruffling the feathers in her wings.

Fluttershy quickly fell to the counterattack, finding herself dominated by Starlight again. Before they could continue their back and forth exchanges, something else caught their attention.

“SPIIIIHIHIHIHIKE! Q-QUIHIHIHIHIT IT!”

The two paused, hearing Twilight’s snorting laughter. They decided to call off their fight for now to see how Twilight and Spike were doing.

Spike was clearly dominating, his tail was wrapped around Twilight’s ankles, leaving both his hands free for tickling her defenseless feet. He chuckled to himself as he raked his claws underneath her wiggling toes.

“EEEEEEHAHAHA! NOHOHO! STAHAHAP IT!” Twilight squealed, weakly trying to free her ankles. She was left lying down, pounding on the floor in helpless hysterics, unable to stop Spike from taking full advantage of her feet.

Fluttershy and Starlight smirked at each other, as they decided to give Twilight some assistance. They slowly snuck up behind Spike, still distracted by teasing Twilight’s toes, and once they got close enough, they struck. Fluttershy quickly grabbed onto Spike’s arms, sliding down to his wrists, lifting them up high. Starlight started spidering her fingers against the dragon’s now exposed armpits.

“Whahahat the-!? Hehehehey! That’s not faaair!” Spike protested, immediately trying to wriggle free.

“C’mon, Twilight, it’s revenge time!” Starlight encouraged, grabbing onto Spike’s ankles so that he couldn’t kick violently.

“Oh, don’t mind if I do,” Twilight grinned, sitting upright as he approached Spike with devious intent.

“H-hold on! C-can’t we talk this out? Wait wait wait wait-GAAAHAHAHA!” Spike started cackling as Twilight began her revenge, her fingers digging into his sides.

Twilight reveled in her revenge, her fingers skittered over Spike’s upperbody, starting at his sides, she worked her way up his ribcage until she was right under his arms, using her index and middle fingers to scratch the hollows of his armpits. She, leaned in, wanting to hear Spike’s laughter loud and clear.

“BWAHAHAHA! NOHOHOHO! H-HEHEHEHELP MEEHEEHEEHEE!” Spike pleaded. His tail, being the only thing not restrained, started swinging around, hoping that it would eventually hit something, and he’d have a chance to escape.

Unfortunately, Flutershy and Starlight’s grip on him was too tight that no amount of tail wagging would deter them from keeping him as immobile and exposed as possible. They eventually lowered him down to pin him to the floor, where it was easier to keep him still.

Twilight practically pounced on Spike now that he was grounded, rearing her head back to take a deep breath.

Spike gasped, knowing full well what was coming. “Oh no! No no no! Don’t you dare d-AAAAHAHAHAHAHAAA!” Spike’s protests were cut short once Twilight’s vibrating lips made contact with Spike’s belly, his tail slamming against the floor. His arms and legs pushed against Fluttershy and Starlight, trying to break free.

A few more drawn-out raspberries later, Twilight finally had her fill of revenge and backed off. Fluttershy and Starlight released their grip on Spike, setting him free.

Spike put his hands on his belly, trying to catch his breath. “That’s...so...not fair...ganging up on me...like that…” he wheezed, his head flopping to the side in exhaustion.

“Oh, don’t be like that, Spike. Besides, Fluttershy’s next,” Twilight chuckled.

“...Wait, what?”

Twilight’s horn started to glow, and Fluttershy quickly found she couldn’t move her arms, her wrists surrounded by the same magical aura around Twilight’s horn. Fluttershy squeaked when her arms lowered her body down to the floor, flipping her over onto her back. They found their final resting place raised above her head,

Starlight quickly caught on, and surrounded Fluttershy’s ankles with her own magic aura, forcing her legs to kick out and stay extended.

Before she could fully process the situation, Fluttershy’s arms and legs had been held down by magic, with Spike, Twilight, and Starlight standing above her with ticklish intent. Once she realized what she was in for, her wings fluttered in excitement as their fingers got closer to her body.

All three practically pounced on the immobilized Fluttershy. Starlight sat down near Fluttershy’s head, Twilight sat on Fluttershy’s thighs, and Spike hopped onto her ankles, facing her feet. With magic holding Fluttershy down, all three of them were able to tickle her without restraint.

Starlight’s fingers started at Fluttershy’s elbows, her index and middle fingers slowly walking down until they reached her armpits, where the rest of her fingers joined in the tickling.

Twilight had many options to choose from. With Starlight occupying the upperbody, Twilight opted to take the midsection. She leaned forward, her fingers playfully dancing against her belly.

Spike, having two soft feet to play with, decided to show no mercy. WIth his left hand, he pulled back the toes of Fluttershy’s left foot, allowing him to easily rake his fingers underneath with his right hand.

All three different tickle attacks happening simultaneously resulted in an explosive reaction from Fluttershy. Unlike Spike’s situation, the magic left her wrists and ankles immobile, leaving very little room for struggle. Though her hands could clench into fists and her feet could wiggle, her wrists and ankles couldn’t move an inch from their positions.

Starlight began circling her fingers around Fluttershy’s exposed armpits, before aggressively scribbling into the hollows. She alternated between light teasing and rapid scribbling, smirking as she saw Fluttershy’s hands freak out every time she got aggressive. Though with the other two, her hands were always clenching and clawing. “So, how badly does this tickle?”

Twilight went back to her previous method: taking in a deep breath to give tummy buzzes to Fluttershy’s belly, letting all the air run out of her cheeks before taking in another breath.

After enough toe tickling, Spike’s claws crawled down to Fluttershy’s heels, before dragging them up underneath her toes, before going back to the heels to start the process all over again. “Heh, enjoying yourself, Fluttershy?” Spike asked, his claws raking against her arches.

“YAHAHAHAHAHAHA! Y-YEHEHEHEHES!” Fluttershy aggressively nodded. She let out a high pitched squeal when the three synced up their actions. Starlight digging her fingers into her armpits, Twilight buzzing her lips right on top of her navel, and Spike raking up her soles at the same time made her squeal, her outstretched wings flapping briefly, lifting most of her body off the floor.

The three decided to change things up, so after Spike gave Fluttershy’s soles one last scribble, they changed positions.

Spike now sat near Fluttershy’s head, reaching further past the armpits, his claws poking and prodding at her ribs.

Twilight and Starlight positioned themselves at Fluttershy’s sides. Their hands worked in tandem to squeeze and knead their fingers into Fluttershy’s sides and stomach. Twilight’s fingers skittered around her belly button, while Starlight’s fingers dug into her sides.

Fluttershy blinked, a few of her tears going down her cheeks. The few moments that they took while taking their new positions was all the break that Fluttershy got. Then the tickling resumed, and with it, her bombastic laughter. “EEEEEHEEHEEHEEHEEHEEHAHAHA! OH MY GOSH OH MY GOSH OH MY GOSH OH MY GOSH IT TIHIHIHIHICKLES!”

Spike began playing with Fluttershy’s ears, using a single claw to gently tease her flopping ears. His other hand was less delicate, as it slid up Fluttershy’s ribs and into her armpit.

Twilight’s fingers began tapping on Fluttershy’s midsection, moving up and down her body as if she was playing random keys on a piano. Her fingers finally dipped into Fluttershy’s navel, before moving on to play on her ribs.

Starlight’s actions were similar to Twilight’s, though not directly mirroring them. Her hands also moved up and down Fluttershy’s body, but she went towards Fluttershy’s hips, continuing to squeeze them no matter how much her body shook back and forth.

Fluttershy was starting to get light-headed. She was unable to focus on any specific ticklish sensation on her body. Even though the three’s tickling methods were different, it made little difference to Fluttershy. All she could do was laugh and squeal and squeak, and that was just fine with her.

The three kept going, their fingers exploring Fluttershy’s ticklish body, free to explore all her sensitive areas without much resistance. The only reason that they stopped was because Fluttershy went into complete silent laughter once Twilight and Starlight dug their fingers to the base of Fluttershy’s wings.

Starlight and Twilight disabled their magical hold on Fluttershy’s limbs, and she was free. The first thing she did was curl up into a ball of giggles. “Eeheehee...Hahahee...oooh...T-that was great…” Fluttershy said wearily, finally sitting up straight as she wiped the tears from her eyes and the drool from her mouth.

“Heh, yep! Well, that was a lot of fun, but it’s getting pretty late. Think it’s time that we all get ready to sleep, right?” Starlight said, slowly making her way to one of the beds.

“Oh, but Starlight, we didn’t get to you or Twilight yet…” Fluttershy said, as Twilight and Spike turned their heads towards Starlight.

“Huh? Oh, uh, I didn’t think you’d notice...eheheh…” Starlight laughed nervously, slowly backing away as the other three got up, closing in on her.

The four-way tickle fight continued long into the night. Finally ending when all of them were lying on the floor, exhausted from all the wrestling and laughter.

Fluttershy was left a giggling mess, her blushing feet still tingling from all the torment they were put through. She could’ve sworn that she was the one that got ganged up on the most, but she didn’t mind, she was overjoyed at all the fun she was having.

“Ah...heheh...haaah...oh man, I’m tired…” Spike panted, rolling over onto his back.

“Yeah…” Twilight nodded. “I...I think we should really start...getting ready to sleep...agreed?”

“Mmhm…”

After a much-needed change of clothes, all of them got ready for bed. Tucking themselves in for the night, most of them turned over onto their sides as Twilight turned out the lights.

In the middle of the night, Fluttershy opened her eyes. Not because some terrifying nightmares woke her up, but because she was too worked up to stay asleep.

She sat up and rubbed her temples. It was getting embarrassing with just how many friends knew about what was supposed to be a secret. She definitely did not have a problem with her friends helping her sate her kinky needs, and they’ve all been very accepting of it, going so far as to give her the tickling she loved, but she would at least like to be able to tell them on her own terms, and not just have them stumble across it, making her give a very awkward explanation every time.

Still, now that they knew about it, Fluttershy decided that she might as well indulge in it one more time while they were all still together, and a little extra revenge sounded like a pretty good idea.

There was just one problem getting in her way; Twilight, Spike, and Starlight were all sound asleep. Waiting until sunrise didn’t seem to be an option, it’d probably be too late to ask, if she could even muster up the courage to have some more tickle fun, that is.

Fluttershy looked over to Starlight’s bed, her feet poked out from underneath the sheets. They looked so soft, so smooth, so exposed. She would just have to be satisfied with teasing them in their sleep.

For now, at least.

Fluttershy slowly slipped out of bed, trying her best not to make a sound as she snuck towards Starlight. Once she got close enough, Fluttershy stared at them, her eyes still trying to adjust to the darkness in the bedroom.

There were still doubts lingering in her mind about whether or not she should follow through on it. If Starlight woke up and she was caught in the act, it’d be a waking nightmare to try and explain that to her. She was worried that her love of tickling was starting to become an unhealthy obsession if she was willing to disturb the sleep of her friends for her own selfish needs.

Still, she probably wouldn’t get this opportunity again, at least for a long time. As long as she didn’t wake anyone up, she’d be fine, right?

Fluttershy’s fingers approached Starlight’s exposed feet, her index and middle fingers started at Starlight’s heels, slowly gliding down.

Starlight’s feet flinched at Fluttershy’s touch, she let out a small grunt, but she was still certainly asleep.

Fluttershy paused, watching Starlight’s body instead of her feet just to make sure that she was still sleeping. She started counting the seconds in her head. If she got to ten, she would resume. Her fingers descended back onto her feet, doing slow strokes from heel to toe once more.

Starlight’s unconscious movements got larger, a tired chuckle left her lips as she turned over onto her back, her arm draped over her head. “Heheh...s-stop…”

Afraid that going any further would wake Starlight up, Fluttershy pulled her hands back. As she waited for Starlight to settle down again, she started to reconsider her approach. Even going lightly, using her fingers was still risky. There had to be something lighter around that she could use. Perhaps a paintbrush? But then she’d have to leave and explore the castle just to find where they would keep them…

As she contemplated her choices, she stared at Starlight’s feet. Watching them curl up as she began to relax again. She knew she couldn’t, but she wanted to tie her ankles up with rope, and perhaps tie her big toes together with some string. Then, she’d be free to play with them all she wanted. Maybe she’d take a toothbrush and start scrubbing underneath her toes, listening to her squeal and laugh as she skittered her fingers up her arches...

Pomf!

...Of course. Why did she not think of that first? Fluttershy shook her head. She was thinking up a convoluted plan when the obvious solution was right in front of her.

Well, behind her.

Fluttershy winced as she plucked a feather from her wing. She ran her finger against the vane. It was soft enough that it just might work. She slowly approached Starlight’s sleeping soles once more, stroking the feather up and down her left foot.

“Nnn...hehehe...mmph…” Starlight giggled, her other foot lazilly trying to bat the feather away.

Fluttershy smiled, the feather was just enough to get some sleepy giggles out of Starlight. It wasn’t much, but it was perfect for the situation. She continued to drag the feather up and down her foot.

“Hehehe...q-quit...it…” Starlight mumbled, her feet twitching as the plume stroked against her sole. “Nnn...tickles…”

Fluttershy started to blush, what she was doing was incredibly risky, but even those little giggles excited her. She went with slow, long strokes down her feet with the feather.

Starlight gently clenched onto the pillow she was holding onto, snickering between her snoring.

Fluttershy began making little x marks on Starlight’s foot, sliding the feather in diagonal strokes down her soles.

“Heheh...s-stop iiiit…” Starlight muttered, her feet slowly wiggling back and forth, but putting up little resistance otherwise.

Fluttershy figured that doing any more might wake Starlight up, and decided to move on, tip-toeing her way to the next bed.

Moving onto Spike, Fluttershy didn’t want to risk waking up Spike by trying to use her fingers first. She’d play it safe and stick to using her feather. She started at his arch, slowly sliding it up and down.

Spike snorted, his foot twitching as his body shifted a bit underneath the covers.

Fluttershy picked things up just a little bit more, increasing her speed, swiping the feather underneath Spike’s toes.

Spike’s toes began to wiggle, his legs kicking out as he giggled. “H-Hehehey...knock it off…”

Fluttershy squinted, concentrating as she slowly slid the feather between Spike’s toes.

Spike shivered, his toes curling up as the feather moved in between them. “Heheh...no...hahaha...n-not the...nnn...”

Fluttershy figured that two feathers wouldn’t be enough to wake Spike up. She plucked another feather from her wing, using both to saw between his toes, pulling one back as she pushed the other one forward.

“Nnnf...nnnaahahaha...T-Twilight...noooohoho…” Spike chuckled. His tail started to wag, shifting his blanket around.

Fluttershy let out a small squeak and quickly backed off, deciding to end things there and move on before she accidentally woke him up. She felt that she may have pushed the boundary a little bit too far with Spike, but as long as he was still asleep, she figured no harm was done.

It was finally time to play with Twilight’s feet. Having already teased Starlight and Spike, Fluttershy felt a little more confident in her mission the third time around, though the fact that she could get caught at any time still kept her on edge. But if Starlight and Spike were still soundly asleep, surely she couldn’t screw this up on her last time.

Fluttershy slowly peeled back the blankets to get to Twilight’s feet. Her legs bent a bit, a reflex of being exposed to the cool air, but it wasn’t enough to rouse her from her slumber. Not wanting to waste any more time, she began her feather teasing.

Twilight was already in light giggles, her toes wiggling as Fluttershy’s feathers went up and down her wrinkled soles.

Fluttershy wanted to go further, to scribble her fingers against her feet to turn those giggles into laughter, but she needed to restrain herself, slowing down her strokes just in case.

“Heeheehee...I’m sooorry...d-don’t…” Twilight giggled, turning over in her sleep.

As she continued stroking Twilight’s soles with her feathers, she felt something prod her side.

It took an extraordinary amount of self-control not to scream in fear. Instead, she turned around to see who was trying to catch her attention. If she was lucky, it was either just her imagination, or a ghost.

Unfortunately for Fluttershy, it was neither, just Spike, half-awake and groggy. “...What are you doing?” he asked quietly, rubbing his eyes.

“Uh….uh…” Fluttershy stammered, her voice wavering.

Spike looked at the feathers Fluttershy was holding, and the exposed feet of Twilight, slowly putting two and two together. “Couldn’t help yourself, could you?” he whispered.

“Y-Yeah…” Fluttershy whispered. Caught in the act like a pervert. She wasn’t sure what to do now. She thought about just going back to sleep, but she was also expecting Spike to immediately wake up Twilight to ruin her fun.

Instead of scolding her or returning back to bed, Spike just smirked. “Heh, I don’t blame ya. Mind if I join in?”

Not seeing a good reason not to, Fluttershy handed Spike one of her feathers.

Spike examined the feather for a moment before joining Fluttershy at Twilight’s exposed feet, he used the quill end, lazilly tracing the pointed tip across Twilight’s arch.

Twilight’s feet curled up, “Nohohoho...I won’t...do it again…”

Fluttershy shortly joined in again, using her feather to swipe underneath her toes whenever they were uncurled.

Twilight’s wings started to twitch underneath the sheets. No matter how much her body turned, the feathers keep following her. “Heehee...I said...I was...sohohorry…”

Fluttershy watched Spike’s actions. The way he used her feather against Twilight’s foot, how he watched Twilight’s movements and knew just when to stop... It was almost as if… “Have...have you done this before, Spike?” she whispered.

“Hah, I dunno if I like it as much as you do, but I’ve always kinda liked tickling others...it’s fun, ya know?” Spike nodded, using the tip of the feather to tease the ball of Twilight’s foot.

Fluttershy smiled, feeling warm inside. It was nice, bonding with Spike over something they didn’t know they shared. Even if that something was a something that they shouldn’t be doing.

Spike flipped back to the quill end of the feather, drawing invisible x’s and o’s on Twilight’s toes.

Fluttershy gently pinched Twilight’s big toe, holding it so that she could slide the feather between her toes.

“Hehehe...Celestia...nohohoho…” Twilight turned over in her sleep, her legs kicking up in the air.

“...Shoot. Bail,” was all Spike said. He knew the telltale signs of when Twilight was about to wake up, and wasted no time leaping back into his bed, hiding himself under the covers and shutting his eyes tight.

Fluttershy quickly did the same, getting back into bed as quickly and as quietly as possible. She slipped the feather underneath her pillow to hide the evidence. Tickling her friends while they slept made her feel a bit guilty, but it was thrilling getting to act out one of her fantasies. She closed her eyes and slowed her breathing, trying to calm herself down to get to sleep faster. If she was lucky, she’d be able to dream of a way to get some proper payback later.

Author's Note

Next Time: The Craving