As Littlepip crept towards Homage's safe, the number one thing in her mind was that she shouldn't be here. Her curiosity had overcome her and at this point she was simply dying to know what was in that safe. Closer, closer . . . almost there . . . every step made a tiny creaking sound, but amidst the complete and utter silence it sounded like a bomb going off. She knew Homage wouldn't like it if she'd find out, but she wouldn't find out, Littlepip assured herself.

When she arrived at the huge steel safe she was surprised to find that it was unlocked, but then again Littlepip was sure Homage wasn't used to other ponies creeping around her stuff. Littlepip slowly pulled the safe open with her mouth, letting it swing open and find rest halfway ajar. Littlepip examined the contents of the safe carefully. There wasn't much to see here besides a few grenades, some gold, and - wait, no it couldn't be. But, it is! Homage's Star Blaster! Wow! Without hesitation, Littlepip grabbed it firmly in her jaw and swung the safe's door shut. Hard. A bit too hard. Panicking at the loud crashing sound, Littlepip quickly trotted away as fast as she could and hastily stuffed the Star Blaster in her bag. With that, she quickly and carefully climbed into bed and drifted off to sleep with thoughts of basking in in the cleverness of her sneaky getaway.

Early the next morning, Littlepip crawled out of bed cautiously and made her way down the hallway. When she turned a sudden corner she was shocked to see Homage standing there, staring at the wall.

"Somepony broke into my safe last night."

"Oh, too bad..."

Homage turned to face Littlepip and have her an indecipherable blank look, then trailing into an actions look that was still difficult for Littlepip to read.

"Hey, Pip, mind coming to my room for a sec? I've got something that you should check out."

Littlepip was taken aback but this unusual offer and only gave in because of her ferocious curiosity. She followed Homage to her room which was covered with posters that said things like "THE VOICE OF THE PEOPLE" and "TO BREAK THE CHAINS OF OPPRESSION..."

"Okay, I'm gonna need you to lay down in my bed over there, Pip."

Littlepip was at first hesitant to do so. Why would she want Littlepip to do something like this? How is this related to whatever Homage was planning to show Littlepip in the first place?

"Why?"

"Just do it."

"Uhh, hmmm . . . I don't-"

"C'mon Littlepip, for me!"

"Alright, fine."

Littlepip proceeded to crawl into Homage's bed reluctantly and confusedly, not knowing what would be the outcome of this situation. But Littlepip trusted her friend. Right . . . ?

"Now lay flat on your back."

"Huh? Why? No. That doesn't-"

"Just do it!"

"No!"

"Fine then!"

With a quick, sudden move, Homage jumped on top of Littlepip and held her down, beginning to masterfully shackle her onto the bed with some ropes she had. Littlepip squirmed, but she knew she was no match for Homage. Why would she do this? What did Littlepip ever do to her?

Before long, Homage had Littlepip tied down on her back, the ropes preventing her from struggling.

"Homage, let me go! C'mon! What's going on?"

She tried to break free but it was no use. The bindings held her firmly in place. Why was Homage doing this to her? Had she found out about her stealing from her safe? Surely not. She'd been so stealthy there would have been no way Homage would have detected her presence. It felt strange being stretched out across the table like she was at that moment. Surely her friend would never hurt her. But then again - Homage was a pervert sometimes. But usually she proved to have acceptable behavior. But obviously right now she was failing to pass the acceptable standard. Suddenly, with a twist of her head and a playful yet questioning look in her eye, Homage spoke.

"You weren't sneaking around in my stuff last night, we're you Littlepip?"

She knew.

"Uh, no, of course not! Why would I ever do that?"

"Because you, Ms. Littlepip,"

She leaned in, grabbing something from under the bed.

"Are one curious little mare."

She emerged her head from under the bed carrying a large goose feather. Littlepip didn't catch on at first, but as soon as Homage gave her that devious grin, Littlepip knew this wasn't good.

Homage's acting frickin' sick in the head, Littlepip thought to herself as Homage proceeded to admire the feather.

The last thing Littlepip needed right now was for Homage to be acting all crazy again. She knew she couldn't tell her about the Star Blaster, though, because what if it would ruin their friendship? But Littlepip was delaying the inevitable. She knew what was going to torture her in a way that's more painful and torturous than pain itself.

Homage looked into Littlepip's eyes.

We can do this the easy way . . ."

She drew the feather across Littlepip's face.

"Or we can do this the hard way."

"What do you want to know!?"

"Where's my gun?"

"What do you mean?"

"My Star Blaster? Where is it?"

"I don't know . . ."

"Well then we're going to have to do this the hard way."

She took a moment to enviously scan over Littlepip's gorgeous coat. She then took the feather to her mouth and began to gently stroke Littlepip's belly. Littlepip desperately tried to remain motionless as the torture began. She wanted to yell out at her friend and try to break free, but she knew she was stronger than this. She tried to remain expressionless. Homage continued to stroke her immensely ticklish belly, causing Littlepip's face to turn red and twitch. She tried as hard as she could to stay strong, but she could barely withstand the ticklish torment. After only about a minute or so into the torture, Littlepip was holding her laughter back as much as possible, some air escaping the corners of her mouth. Homage dropped the feather and spoke.

"How about this, Pip? This tickle?"

She began to rub her sensitive tummy with her hooves in a circular motion. Littlepip tried to resist the weakness of laughter, but she simply couldn't hold it any longer. She let the air out of her mouth and started to giggle.

"Ehehehehe STOP it . . . HAeheheheheheEEEEK HOMAGE STOP! AHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!"

Homage continued to rub Littlepit's belly for about fifteen minutes more, and by this time Littlepip was on the verge of all out laughing.

"Tell me where the gun is."

"I, don't, know . . ."

Homage leaned in and blew a huge raspberry into poor little Littlepip's belly, causing her to squeal with laughter.

"Where is it!?"

"I, *gasp*, dunno, *wheeze* really . . . !"

She blew another raspberry, making Littlepip laugh very hard again. She then started to gently stab into her sides with her hooves, making Littlepip jump to the side and involuntarily giggle. She jabbed her other side, and she kept jabbing her sides until Littlepip was turning bright red again. Then Hommage stopped to take an interrogation break.

"Are you ready to tell me?"

Littlepip could barely think straight, so it was hard to reason, but she was very tempted to just confess to Homage. But she still was bent on remaining strong.

"No answer? Are you sure?"

She retrieved the feather from the ground and began to approach the back of the bed. Littlepip gulped nervously. Homage then positioned the feather in her mouth and stared to gently stroke the bottoms of Littlepip's back hooves. This had to be her biggest newfound weakness. And she had thought she had none. As Homage stroked and stroked, it didn't take long for Littlepip to start giggling. She had the cutest giggle. Homage had never heard it before today. Her beautiful smile was also new. Broad and open. Homage liked that smile. She wanted it to last forever. But Littlepip couldn't stand it anymore.

"IT, AHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA, WAS ME!! I STOLE YOUR STAR BALSTER! I JUST WANTED EEEKHEHEHEHEHEHAHAHAHAHAHAH TO LOOK AT IT!!"

But Homage was havig too much fun. She's gone insane, thought Littlepip. She'll never stop.

Littlepip was now struggling and laughing like a deranged hyena as Homage began to not only tickle her sensitive hooves, but her belly as well with her front hooves. She continued to tickle relentlessly. Littlepip wanted to ask her what more she could possibly want, but Littlepip couldn't speak. She could barely breathe at all. She tried to struggle, but it was useless. She squirmed and wriggled in the bed, but she was completely immobile thanks to the restraints that held her down. Was this horrid torture really worth taking that star blaster? No. This was worse than actual pain itself, because there was no end!

Littlepip wanted to beg and plead, but she still could hardly breathe, let alone speak. She felt completely weak and helpless. The scariest thing was that it seemed as though Homage would never stop the torture. She rubbed her hooves up and down Littlepip's belly, around her waist, and down to her thighs, making her jerk form left to right.

But after who knows how long, Littlepip simply couldn't struggle anymore. She was exhausted. She laughed almost silently, until Homage released another raspberry into Littlepip's poor tummy. She cried out, praying that this awful torture would end soon. Suddenly, Littlepip passed out. She simply couldn't breathe anymore. At this point Homage stopped tickling and the last thing Littlepip saw was Homage blankly staring at her victim with a crazed look in her eye.

When Littlepip awoke, she was immediately greeted by her friend, or if she should even call her that, standing over her. She was still bound up. Thanks to her short rest, however, she had gained some energy.

"Missed me?" asked Homage.

"Why...Why - how could you!"

"How could I what?"

"Torture me like that!"

"Because it's payback time, Littlepip. We're friend, right? Than why have you been stealing my stuff? When I told you my safe was off limits?"

Littlepip was filled with remorse rather than anger.

"I can't believe you!"

"That's okay..."

Homage reached into a bag and retrieved a mysterious instrument of some sort.

"Here's something you forgot to steal..."

She turned and faced Littlepip with a mad and somewhat perverted (or even mentally disturbed) look in her eyes that Littlepip had only seen a few times before.

She couldn't stand for any more of this. She could die. But nobody's ever died of tickling. That's why it's he ultimate torture among friends that seek revenge.

Littlepip swallowed hard as Homage approached her slowly, hoping that this was all just some horrible nightmare...

When Twilight woke up that morning, the first thing she noticed was that she was not in her bed. She was lying on a cold, hard surface as opposed to her soft, warm bed. When she opened her eyes she noticed that she wasn't in her room at all. Rather, judging by the books surrounding her, she was in her library! 

When she tried to lift a hoof to rub her eyes, she found that she was unable to move. No matter how hard she tried, all of her legs were restrained and she could not move. As she began to become more fully awake, she started to get nervous, so she lifted her head as best she could and called out to Spike. 

"Spike? Spiiike? Are you there? I'm stuck!"

After a few anxious seconds, Spike emerged from an unseen corner of the room where he'd been waiting. He wore a black cape and a top hat, as well as a fake mustache. 

"Hello, Twilight." Said Spike in a devious tone.

"Spike, help me out of these ropes, I'm stuck!"

"Muhaha...that's the point, my dear Twilight!"

"Spike! Untie me this instant! This isn't funny!"

"Not until you explain to me-"

"Explain what, Spike!?" Twilight cut in angrily.

"Explain to me what you an Owlicious were doing last night!"

Twilight instantly tensed up nervously. He knows, she thought. How did he find out?  

"Uh, nothing, Spike . . . you know you're my favorite assistant . . . right?" Twilight said, putting on a fake smile.

"Yeah, that's what I used to think. Now, tell me what you two were doing last night?"

"We were, well, we were . . . uh, studying! That's it! Just some late night studying, after you fell asleep."

"Why would you wait until I fell asleep? You were doing something important without me, weren't you?"

"Of course not, Spike..." 

Twilight knew she was a bad liar. Spike saw right through her lies. But she couldn't tell Spike what they'd been doing. It would ruin everything and Spike would never forgive her.

"I'm not going to tell you, Spike! Now untie me!"

"I'm not going to untie you until I get some answers." said Spike cooly.

"Well I'm not talking!"

"We'll just have to see about that."

With that, spike pulled a feather from within his cape. When Twilight saw the feather, her eyes instantly winded. 

"Wait, Spike hold on! Uh, maybe we can work something out, you know?"

Spike ignored her and laughed maniacally, approaching Twilight with the large feather. He began to slowly stroke her belly with the feather, but Twilight wasn't willing to crack, so she held her breath and tried not to laugh. Spike continued to stroke relentlessly. Twilight wished at that moment more than anything in the world that she wasn't so darn ticklish! Spike suddenly dropped the feather and began to scratch her tummy with his claws. She stared to giggle.

"Hehe! No STOP it Spike! HEHEHEHEHEAAHAHAHA"

Spike stopped scratching. Twilight was now panting and gasping for breath, too tired to even speak to Spike. 

"Hmm, where should I start now?"

Spike grinned deviously and scanned Twilight's coat. He decided he'd move to her hooves. Spike knew how ticklish Twilight's back hooves were. He began to move towards the back of the table.

"Wait a second Spike! No! Please! Please! Not THERE! Please not there!" Twilight begged.

Spike ignored her and started to stroke her back hooves with the feather. Twilight just burst out laughing. She simply couldn't help herself. 

BWAHAHAHAHAHAHAHAHAHAHAHA NO SPIIIIIIIKE STOP NOW EHEHEHEHAHAHAHAHA!! NOOO!

Twilight struggled to free herself but she was unable to. Spike continued to tickle her hooves with the feather until she was literally unable to breathe. He waited for her to start breathing somewhat normally again, and then he began to tickle her hooves with his claws. 

She continued to laugh and beg for Spike to stop, but despite her pleading, Spike was not going to give in. 

"I-I-I'll tell you! P-p-ple...haha, EHEHAHAHAHA NO SPIKE PLEASE! PLEEEASE! Stop! I'll tell you!"

Spike continued to ignore her and proceeded to scratch her belly, which proved to be her weakest spot. 

"Spike...STO-AHAHEEEEEEKAHAHAHA!"

"Quiet!" Spike demanded. "Or the torture will last...FOREVER! MUHAHAHAHA!"

With that, spike grabbed a brush from another concealed portion his cape. He then rubbed it up and down Twilight's back hoof. Twilight tried her best to be quiet; she didn't want everlasting torture. Surely Spike wasn't serious. But the mad look in his eyes told  Twilight otherwise. 

Despite her efforts, a few giggles escaped her lips as spike continued to tickle her back hooves with the brush. 

"Mph...phhhhhh...hehehehe!"

Spike grabbed the feather with his other hand and with it, began to stroke her other hoof. With both of her sensitive hooves being tickled at once, she just couldn't stand it anymore!

"PHHHHHH...AHAHHAHAHAHAEHEHEHEHEHEEEEK! NOOO-BHHHKKK-STOOO...EEEEEEAHAHAHAHAHAHAHAHAHA!"

She twisted and turned, but she simply couldn't move! The only way Spike could be stopped at this point was if someone came to rescue her! Spike looked mad, no, more like completely disturbed as he tickled her hooves and back to her belly. He tickled her belly and around her hips with his hands/claws, making her squeal with laughter. Twilight was torn between the decision of whether she loved this or hated it. She loved to laugh, but this was torture! She was constantly wanting for it to stop, but she barely ever laughed. 

She just laughed and laughed, Spike moving around to her sides with his feather and brush, tickling her everywhere.

AAAAAAAAHHHHHHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAEEEEEEEEHEHEHEHEHEHEHEHEHKKKKAAAA! BWAHAHAHAHAHAHAHAHAHAHAHA!"

After who knows how much longer, Twilight could barely breathe anymore, let alone speak. Spike just wouldn't stop. She wanted to reason with him, but she couldn't speak. She thrashed her head around, but it was no use. She was now regretting not telling Spike what she had been doing with Owlicious the previous night. Perhaps there was a lesson somewhere in this experience? But Twilight couldn't think because she was laughing too hard. 

BWAHAHAHAHAHAHAHAHAHAHAHA...*cough*...HEHEHEHEHEHE...*gasp*.

Just when all hope was lost, there was suddenly a smashing noise coming from the front of the house. Spike stopped tickling. When he looked over, he saw that the door was now in ruins, smoke everywhere. Twilight looked too, still gasping for breath.

There was a figure standing in the doorway.

As the smoke began to clear, both Twilight and Spike were astonished as to what they saw. The figure was certainly not a pony, that was for sure. For one, it was clearly a man, due to his masculine appearance. He had two legs that he stood up on, like a small dragon, just paler and taller. 

The figure had red overalls, a bright yellow hard hat on and a wrench in hand. His face showed no emotion, though it appeared to be battle-scarred. Spike and Twilight continued to stare at him confusedly. He then opened his mouth and uttered a single, abrupt word.

"Nope."

With that, he stepped forwards dramatically and grabbed a small metal box from behind his back and dropped it on the ground. He spoke randomly again.

"Building a sentry."

Twilight and Spike both stared in awe as the man suddenly began to pound the wrench against the small box, apparently constructing some kind of device with his wrench. 

After about 20 seconds, the man had fully erected some sort of cannon or a gun mounted on a tripod. He  then proceeded to admire his device, pounding his wrench into the palm his other hand. After a few seconds, a strange 'ba-beep' sound came from within the device and it stared to make a whirring sound. 

Without warning, it exploded into action, firing some form of shiny ammunition at Spike. Twilight was completely dumbfounded. This differentiated from everything her textbooks had ever told her. It simply didn't make any logical sense. The stream of what appeared to be gems of some sort flew by Spike and caused him to shout and jump back. But after a few seconds of recovery, his stomach took over his confused brain. 

"Are those - RUBIES?" spike asked hungrily.

Without hesitation, Spike leapt into the growing pile of Rubies. The man with the overalls gave a slight smile. 

"All in a day's work."

He then came over and quickly broke the bonds that held Twilight down. She got up shakily and awkwardly thanked the man. 

"Hey, thanks a lot! I don't know what had gotten into Spike..."

"Ah, it's nuthin'."

He tipped his hat at her and looked at the destroyed wall as he walked out. 

"I'll have to fix this later..."

Before he submerged himself into the darkness of night, he got out a small box and hit a button. The box then played a recording.

"You want it? It's yours my friend. As long as you feed him rubies."

It must be talking about the anti-Spike 'sentry'. She motioned towards the pile of rubies Spike was eating. He nodded slowly and pensively. 

"Ja." he said.

The man made one final remark. 

"Blu team for the win."

The box then began to play a song to which the man happily and triumphantly skipped away.

"I'm blu, da ba dee da ba die, da ba dee, da ba die..."

The tune was unlike any Twilight had ever heard before. But after what she'd seen, she felt as though she had missed a lot of alien things. 

As Twilight watched Spike enjoy his massive pile of rubies, the main thing she could muster despite her mind's broken state was 'what in the heck just happined'.

"
 

Rainbow Dash woke up in a daze, not knowing where she was or how she'd gotten there. She could tell she was in some kind of room by the lack of sunlight or moonlight. As her eyes began to adjust to a dim light from above, she attempted to lift her hoof, but without success. Something was holding her onto whatever she was laying down on, preventing her from moving her front and back hooves. She struggled to break free from the bindings, but they held her tightly against the flat surface of whatever she was bound to. At this point she was getting a bit worried, so she called out so that hopefully somepony would answer. 

"Uh, hello? Anypony there?" she cried out. 

"Heloooo?"

"Well hello, Ms. Dash." a voice said from somewhere unseen. 

"Huh? Who are you, and why am I here? Show yourself!" she demanded.

A figure stepped out from the shadows. 

"Oh, I'm sure you'd recognize me if you take a good look."

Rainbow's eyes widened.

"Soarin the Wonderbolt!"

"The one and only."

Rainbow struggled to free herself once more, but without success.

"Ugh, why do you want me here? Let me go!"

"I'm not letting you go just yet." said Soarin.

"Oh yeah?"

"Yeah."

"I thought you were cooler than this, Soarin! Just let me go already!"

"Not until I get some answers."

"What do you mean?"

"I just want you to explain to me a few things."

"Then why did you kidnap me and tie me down like this?" Rainbow demanded.

"Because I want you to tell the truth..."

With that, Soarin wheeled in a mysterious cart filled with all sorts of instruments, the type unknown to Rainbow Dash. 

"Uhh...what're you gonna do with those?" she asked.

"Oh, nothing. As long as you cooperate."

Rainbow swallowed hard. 

"You're always the top dog around Ponyville nowadays. You've stolen everything that's rightfully mine. My fame, my glory...did you know I used to be Ponyville's top athlete? That is, of course, until everybody 'discovered' your amazing talents. I was left to preform daring tricks with the other Wonderbolts for the citizens of Ponyville, while everypony praised YOU as the best of the best. How do you do it, Rainbow Dash? How do you get everypony to love you? What's your secret?"

He left her to think about this for awhile, but her answer came more quickly than expected.

"I dunno, I just, act cool, I guess. Unlike you!" she replied, and made a face at him.

"Not willing to comply, eh? Well, I can fix that..." 

He reached over and scanned over the line of objects on the cart. Rainbow jerked her head nervously.

"You'll be sorry for what you've done, Rainbow Dash!"

And with that, Soarin turned around with a mad look in his eyes. He had a large, soft feather in his hoof, and Rainbow knew instantly his method of interrogation.

"Wait a second! Uhh, er, Soarin...what're you gonna do with that?"

He moved the feather carefully over towards her body, scanning her beautiful blue coat, trying to decide where to start. 

"Oh no. Please! Soarin!"

He began to slowly stroke her belly with the feather, but Rainbow wasn't willing to crack, so she filled her mouth with air and held her breath. He stroked and stroked until Rainbow's face began to turn red, some air beginning to escape her lips. 

"What's the matter, Dashie? Ticklish?"

She released the air from her mouth.

"I am not! You re-" 

It was a mistake for her to open her mouth, because before she could react, Soarin leaned over and blew a huge raspberry into her belly. 

"BWAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!!"

She broke out into uncontrollable laughter as he continued to blow. 

"STOOOP IT I'LL DO ANYTHING!"

He stopped and asked Rainbow once again;

"Then tell me your secret!"

"I don't have a secret!"

"Yes you do."

"No, I, do not..." she said, heaving.

"Wrong answer."

He tuned to face the cart and grabbed a drill with sticky paper on the end. He dipped the sticky paper in a plate of smaller, soft feathers, covering it with them and then placed it on the cart. 

"This is for later. But for now..."

He took two large feathers in his mouth and walked to the back of the table. Rainbow struggled, but her bindings held her firmly in place. He approached her back hooves and positioned the feathers in his mouth. 

"Please, Soarin! Not there! Anywhere but there!" she yelled.

He began to very lightly stroke the exposed bottoms of her back hooves with the feathers, causing her to squeal with laughter.

"AAAAAAAHHHHHHHAHAHAHAHAHAEEEEK!" 

Tears came to her eyes as he continued to tenderly stroke the bottoms of her back hooves. The hoof-tickling went on non-stop for over an hour, and when he finally stopped she could barely breathe. 

"What's that, Rainbow? You want more?"

She shook her head no, still gasping for breath.

"Then tell me your secret." 

She was still unable to speak. 

"Alright then, you asked for it!"

He grabbed the feather drill and turned it on. He stroked up and down her belly, then moved down to tickle her sensitive back hooves once more. 

"AHAHAHAHAHEEEEKKKHAHAHAHAHA SOARIN STOP PLEASE IM BEGGIN' YA!! HAAAHAHAHAHAHAHOHNOHAHAHAHAHA!!!"

After a while she was still laughing, which told Soarin she had very strong lungs, probably from all her flying practice. After another hour with the feather drill, he gave her another break. Despite her strong lungs it looked like she could barely breathe at this point.

"Ready to tell me?" he asked after waiting for her to catch her breath.

"Why, I, oughta..." she said and tried to struggle.

"Oh be quiet Dash! You're just too much fun!" 

He poked her side with his hoof, making her squirm and giggle, but her expression was soon replaced by a scowl. 

"Once I get outta these ropes, I'll show you whose top cat!" she said confidently.

"Top dog, not top cat."

"Whatever!"

"Well, we'll just have to see about that. I liked you better when you smiled!" 

Soarin poked at her sensitive belly once more, causing her to smile and giggle again. 

"Hehehehe no STOP hehehehe!"

He kept poking her sides and stomach until she was starting to look out of breath again. He decided to ask her once more, hoping for a valid answer.

"How do you get everypony to love you and praise you 
more than me. You don't seem any more likable than any of us Wonderbolts." he inquired calmly.

"I, told, you...*gasp* I just act cool, like myself!"

"That doesn't even make any sense." replied Soarin.

"Well than I have no, answer, for you."

"Is that your final answer?"

"C'mon Soarin! Let me go!"

"Not until I understand."

At this point Soarin was enjoying watching Rainbow feel some sort of pain. He'd been rejected and seen as a background pony, if you want to call it that, for too long. This was his payback, weather he was getting his answer or not.

"Alright fine. Be that way. I'll be here all night." he said frustratedly. 

He then looked over her restrained body again.

"Where should I start now..."

Rainbow Dash swallowed hard again. He started to rub her tummy with is hooves in a circular motion. She instantly began to giggle and squirm again, desperately trying to keep her cool. He then positioned himself so that he could tickle her back hooves with his soft tail while also tickling her belly with his hooves. As he hagan the torturous treatment, she couldn't help but laugh out loud.

"BWAHAHAHAHAHAHAHAHAHAHAHA!! AAAHHH HAHAHAHAHAHAHAHSHAHAHAHA!! ST- ST- STOOOP EHEEEEEHEHEAHAHAHAHAHAHA!"

He proceeded to rub his hooves all around her soft blue coat and swish his tail around her ticklish back hooves. He even blew a raspberry into her belly every once in a while for good measure. Tears flowed from her eyes and she was too tired to even struggle anymore.

"HAHAHAHAHAHAHAHSHAHAHAHAHSHAHAHAHAHAHAHSHAHAHA!!! EEEEEK! HEHEHEHEHEAAHAHAHA!!"

Hours passed and he continued to tickle her relentlessly, right up until he was too tired to barely even move. When he was done, she was panting and heaving, but not crying. She was remarkably strong. 

"Well, Rainbow, I guess I should let you off now. I hope you understand why I was jealous of your fame...and stuff..." said Soarin awkwardly. He knew she wouldn't be happy, even though he'd had so much fun!

"I'm...gonna...KILL you! Let me go!" She said frustratedly.

He ignored her threat and leaned in and blew one final raspberry into her belly, making her smile broadly and squeal with
laughter once more.

He then finally released her from her restraints which was fallowed by her jumping on top of him and jabbing his stomach with her hooves. 

"HAHA no, wait! Stop it! ... Dashie!"

By now they were rolling around like little fillies, Rainbow angrily getting payback for what Soarin had put her through.

"You're evil, Soarin!"

"Uh, no I'm not! Just...jealous!"

"EVIL!"

"Nope!"

"You wanna know why people like me best? Because I'm not CRAZY!"

"Oh, so I'm crazy?"

"Um, YES!"

"I suppose I am..."

"I'm not lettin' this one go by. I'll get my revenge, just you wait!" Rainbow said playfully, but with a heavy hint of annoyance.

And with that she pushed Soarin over frustratedly, exited the small, isolated room, and prepared to fly off. 

"Race ya?" asked Soarin.

She responded by flinging a small rock at him with her wing, confirming that she'd denied his challenge. He quickly dodged it with his sharp reflexes.

"Anything I could ever do to make up for this?" Asked Soarin, still feeling bad about what he had done.

"How about give me your position in the Wonderbolts!"

"Ha! Like that'll ever happen!"

"One day!"

And with that she was gone.

Soarin smiled and watched Rainbow dash off. He felt better than ever after finally getting his long awaited revenge, even though he still didn't understand why everypony loved Rainbow Dash so much. He felt bad about what he'd done, but he was so angry earlier he couldn't control his thirst for a solution. Why she would always be considered Ponyville's top athlete and hero was still unbeknownst to Soarin. Perhaps he'd never understand. He then extended his wings and took of in a hurry; he'd gotten carried away and was now late for aerobatics practice!

"She seems to want to be a Wonderbolt really badly." Soarin said to himself as he darted through the sky as fast as he could.

"Maybe I shouldn't be complaining about my life."

"So, what's it like being a commanding officer and all?" said Midnight Blossom.

Cloud skipper was getting pretty annoyed by now, as Midnight Blossom had't stopped bothering him since they had been assigned to guard duty. SHE HAD BEEN TALKING THE WHOLE TIME. It was, what, 1 AM? Maybe later? Cloud Skipper wasn't sure. 

"I follow orders as I'm told."

Midnight Blossom responded with a sly laugh.

"What, you never go solo? Do what ya want? Sounds pretty boring to me!"

"It's not, really..." said Cloud Skipper, a little hurt by this remark.

"I'm just joking with ya, Sipps!"

"My name's Cloud Skipper."

"It's a nickname. Ever heard of 'em? No? Why am I not surprised?" she said, laughing once again.

She then turned to face Cloud Skipper, who was staring off intently into the distance, eyes pealed for any possible threats. But Cloud Skipper knew that nobody was going to attack. He was just trying to ignore Midnight Blossom as much as possible. 

When she couldn't get him to look back, she proceeded to slowly strut around Cloud Skipper, swishing her tail in his face. His face turned bright red, and Midnight Blossom moved her face against his. 

"So, Skipps, perfect night for guard duty, eh?"

He tried to look away, but she kept nuzzling his mane. Cloud Skipper hated to admit it, but he wasn't hating this as much as he should be. But he was getting paranoid all the same. She was getting attention from him, which was exactly what she wanted. 

He suddenly decided it was time. He couldn't take this anymore. Midnight Blossom needed to be taught a lesson about how to properly respect a commanding officer.

He proceeded to go along with her act. 

"A perfect nigh indeed." he said, stroking her mane gently. She moved closer to him, rubbing her head against his golden mane. After about a minute more of this, Cloud Skipper couldn't take I anymore. As much as it pained him to do so, he leaned in to speak gently into her ear.

"Hey, Midnight, would you mind laying down on that mattress over there?"

There was a convenient pile of mattresses stacked on top of one another next to the library's gates. They had been placed there by the lazy janitor pony who had failed to take them to the dump, putting off his duty until the next day. 

"Uh, sure." said Midnight Blossom, confused, but at the same time very weakened in the mind because of their cuddling. She lied down on the mattress, extending her body into a relaxed position. She patted the portion of the mattress next to her, gesturing for Cloud Skipper to lie down with her. He ignored her, though, and grabbed some ropes from a concealed location under the outer layer of his uniform. He slowly approached the edge of the mattress, tensing his muscles, preparing to strike...

When he jumped on top of her, she was completely dumbfounded as to what was going on. He quickly tied the first two ropes from the corners of the mattress to her front hooves. When he turned around, though, she kicked him off with her strong hind legs.

"HEY! What're you doing!?"

She was still taken aback, but she was ready within a few seconds to defend herself. But Cloud Skipper still overcame her and managed to tie her back hooves down with great difficulty. She was now completely restrained, barely able to move at all. 

"Let me go! Cloud Skipper! Untie me now or . . . or else!"

She struggled and struggled, but it was useless. She was unable to move. Cloud Skipper had a somewhat mad look in his eyes, though his form appeared completely calm. 

"I've had just about enough of your bothering me. It's time to teach me a lesson."

"Oh yeah, and just how are you gonna do..."

Before she could finish speaking, Cloud Skipper began to approach her. When he reached the side of the pile of mattresses, he raised his hooves above her soft, jet balck belly. Midnight Blossom immediately realized what he was gonng to do to her. She was filled with repentance instantly. 

"I'M SO SORRY! Just PLEASE don't..."

"It's too late for sorry."

With that, Cloud Skipper began to rub her belly with both hooves softly. Midnight Blossom was immediately overcome by the ticklish sensation. She tried as best she could to hold back laughter. She knew that crying for help would do no good. It was too late at night. Everypony would be asleep. No one would hear her cries for help. Or her shrieks of laughter. 

She tried to hold it back. It was extremely difficult. As she focused on not laughing, she started to have flashbacks of her younger life. Sometimes, when she was in the royal training academy, the other younger male Noctral trainees would tickle her. It was supposed to be a test of endurance, but she knew that loved to do it. They would tickle her everywhere, sometimes up to six at once, for hours non-stop, and all she could do was squeal into the bandana that covered her mouth. 

Now, she was being tickled by her crush. She knew she had something like this coming, as she had been trying to get him to talk to her all night. Before long, she was giggling like a little filly, then she began to howl with uncontrollable laughter.

Hehehehehehehe, AHAHAHAHA, NONOAHAHAHAHHAHAHAHEEEEKKK HAHAHAHAHAHAHAHAHHAHAHAHAHA AAAHAHAHAHAH . . . BWAHAHAHAHAHAHAHAHAHAHAHA!!

Cloud Skipper began to explore new areas to tickle. Around her ribs, thighs, under her arms, anywhere that  made her laugh, which was just about everywhere. She laughed and laughed nonstop.

Sto-sto-nonoHEHEHE NO STOP AHAHAHAHHAHAHAHAHAHHAHAHAHAHA BWAHAHAHAHAHAHAHAHAHAHAHAEEEEEEEEEKKKKKKK NO PLEASSSEEEE STOOOOP!!

She couldn't stop laughing no matter how hard she'd tried. Cloud Skipper suddenly stopped and took out a large goose feather. He began to approach the back of the mattress. She knew what was coming, and she couldn't bear to think about it. 

He began to lightly stroke the bottoms of her hooves with the feather. She immediately started to giggle and kick her legs around as much as possible. He didn't stop, though, and he stroked and stroked until she finally cracked and started to howl all over again. 

"AHAHAHAHAHEEEEKKKHAHAHAHAHA SKIPS STOP PLEASE IM BEGGIN' YA!! HAAAHAHAHAHAHAHOHNOHAHAHAHAHA!!!"

She didn't know how much more of this she could take. She wanted to reason with Cloud Skipper, tell him she was sorry for bothering him so much. But she knew he was punishing her, and that she deserved it. 

He got on top of her and began to tickle her belly, bacl hooves, and sides at the same time with his tail and his hooves. She squealed, wriggled, begged for mercy, and bounced up and down, but Cloud Skipper had her completely restrained with no way out. 

He tickled her until she could laugh no more. She had never wanted anything more in her life than to be free from the ticklish torture. If it had been anyone else, she would have had them on the floor instantly, but she was so attracted to Cloud Skipper. Even at this moment, she wasn't sure if she was hating all that much. She had gotten over the idea that he was torturing her and, strangely enough, was more enjoying the tickling more than anything. She didn't laugh often, so this was quite the experience for her.

"AHAHAHAHAHAHAH CLOUD SKIPPER, ST- AHAHAEHEHEHEHEHEHEEEKKKK STOP BWAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!"

When the sub began to rise, after four full hours of tickling, Cloud Skipper suddenly stopped and immediately untied her. It took her a long while to recover, and all the while Cloud Skipper continued to poke at he belly, making her giggle. Once she was strong enough to get up, she immediately took a swing at Cloud Skipper. He dodged it easily and laughed at her discombobulated state. She collapsed in an exhausted heap. She didn't know what to say, really.

"I'll NEVER let this one go by! EVER!" said Midnight Blossom, tiredly yet extremely frustratedly.

"Well," said Cloud Skipper. "Not even if I asked you to go to the gala with me?"

She stopped breathing for a moment. She couldn't believe it. Her heart's desire, and now it was true. She could barely contain herself...

She smiled slyly. 

"I, I think I could make a few exceptions."