"On your marks...get set...GO!! Fifty laps around the track!!" shouted Spitfire, Captain of the Wonderbolts. After a hearty 'yes ma'am', all of the cadets were on their way.

Spitfire was giving her commands with extra vigor, since today was her birthday. And the birthday girl gets to do what she wants. She had never told the Wonderbolts why this specific day is harder work than the rest for them, and none of them knew either. 

Save for one. Lightning Dust.

She'd been a cadet for two years. She had reapplied to become one, and despite her little 'incident' in sophomore year with other cadets, including the captain of pretty much every sports team, Rainbow Dash, Spitfire had decided to give her one more chance. And due to Spitfire having left her Baskin Trottin's ID card out, Lightning had found out her birthday. For a few years, she'd noticed the extra anger in Spitfire's voice on her birthday. Lightning could not fathom why she was in such a bad mood on her birthday every year, though.

She wanted to change this, so she formed an evil, diabolical, lemon-scented plan while she was working out.

Lightning eventually finished up her laps, and finally, the day of training was done for the cadets. The sun was starting to set over the horizon, and Lightning had to hurry to one of the back alleys of Canterlot. She had texted one of her friends, one that was involved in that green-haired girl incident a few weeks ago. Celestia knows what her name even was...

This girl wasn't one for subtlety. An enormous cloud of smoke materialised out of nowhere, and Lightning began choking out, "TRIXIE, this is not the time for-*cough cough cough*" but the arrogant party magician interrupted her.

"So, you needed some of the GRRREAT AND POWERFUL TRIXIE'S...stuff?" she asked, "and do you have...the coin for my wares?" Lightning nodded, she'd come prepared for what Trixie's deepest desire was. She very quietly slipped two packs of peanut-butter crackers out of her pocket, handing them to her discreetly. Trixie passed her two tiny yellow grenades. 

"There. Trixie was not here, this conversation did not happen. I bid you farewell!" she exclaimed, throwing another smoke bomb on the ground. It exploded directly in her face, leaving her coughing and hacking. She blushed heavily when she was done with her coughing fit, and ran off as fast as she could.

"Mmm, there we go...these should do the trick," Lightning said to herself, careful not to make the tiny bombs explode. She then made her way back to Canterlot High. She ran out onto the football field and snuck under a set of bleachers. There, she found the now-defunct Dizzytron, in all of its green and purple swirly glory.

The Dizzytron was used to test the agility of cadets and grade their ability to land on their feet once it threw them off. Spitfire decided to add shackles for the ankles and wrists, instead of using a single belt strap for the waist, to be able to open up as the cadets were tossed off of the machine.

Principal Celestia deemed this extremely unsafe after many injuries that happened, despite thick and soft mats placed many feet around it. Not to mention the constant puking of the newer cadets...but Lightning saw use in this contraption, and since no one was around on the field, she decided to disassemble it.

Captain Spitfire had gone home for the day, and would be back at precisely 4:00 AM to start her work, so Lightning had a limited amount of time to do this. She decided to carry one piece to Spitfire's office at a time.

As she approached Captain Spitfire's office, she looked around carefully to make sure Janitor Sombra wasn't anywhere near her. He'd ratted out so many people, even when they were doing nothing wrong after school, that he was considered evil by most of the student body.

First came the heavy gear with the shackles attached. Then the purple and green wheel. One by one, the pieces entered Spitfire's room, and Lightning worked tirelessly through the night, putting her construction skill to use, reassembling the Dizzytron on its side, so whoever was on it would be laying flat.

After all of her work, it was ready. In just a matter of a few hours, she brought the restraining tool she needed to force Spitfire to smile. It may not have been her birthday anymore, but she would be made to cheer up a bit.

Finally, Lightning Dust put the two lemon-scented sleeping gas bombs on the inside of the door handle. That way, when Spitfire pulled open the door, they would pop, and she would collapse inside.

Lightning trembled with excitement in her skin-tight Wonderbolt suit. She was going to have fun with this. The only thing left to do was wait. And wait she did, for what seemed like an eternity.

After a painstakingly-long wait, Lightning heard something at the door. It was her Captain. She waited a few minutes, before hearing a loud "What the-?!" and two loud pops. Through the crack of the ajar door, she was able to see Spitfire inspect her hands, breathing in the gas. She realized that it was sleeping gas, but she was too late. Captain Spitfire slowly sat down on the floor, keeling over and unable to resist the sleepiness. 

She was now out cold, but they wouldn't last more than an hour, so Lightning worked fast. She rushed out of the closet, locking the door tightly, and stripped out of her curve-hugging suit, boots, and goggles. Her now-naked, toned, smooth figure was exposed, and she had to do the same to her Captain. She wasted no time in stripping Spitfire down fully while she was asleep, revealing her fit, curvy torso, her firm and grope-able legs, and her slim, curved, and dexterous feet. 

Lightning's training had made her strong, so she picked up Captain Spitfire, and placed her arms and legs spread-eagle, making sure the shackles were tightly locked around her limbs. She couldn't help but admire the scene before her, her Captain being all hers to do with as she wished, but she held herself back. She couldn't have the fun starting with Spitfire asleep.

After a good 40 minutes of waiting, Captain Spitfire opened up her eyes, groaning. "Ughhhh...what happened...wait, WHY CAN'T I MOVE? WHY AM I NAKED?!" she shouted. Lightning stepped out from behind the closet door, stretching and showing off her body's capabilities, as she winked at her boss.

"Lightning?! What is the meaning of this...tell me now or I'll make SURE you're expelled immediately!!" Spitfire yelled angrily. "Don't worry, Spitfire, I know you're all mad on your birthday every year...but I'm going to make you happy again, ok? You're just going to have to trust me," Lightning explained, smiling widely at her Captain. "Cadet, you still haven't explained why you or I am nude, and I don't like the look of that grin!! LET ME OUT!!"

These protests fell on deaf ears, unfortunately for Captain Spitfire. She noticed her cadet locking eyes with her peds, which were wiggling around in a feeble attempt to escape.

Lightning suddenly slid the backs of her hands up the length of Spitfire's trapped feet, collecting some of the thin coat of sweat on them, and noting how firm they were. "Cadet, why are you touching my-"

"Wow, Captain, for someone as athletic as you, I didn't think your feet could be this...flawless!" Lightning praised, running her tongue up the back of her right hand. The bit of sweat was intoxicating. Not long after she began licking the soles in front of her, Lightning Dust forgot all about making Spitfire happier, her own sadistic instincts taking over. Spitfire bit her lip and cringed at the slimy sensation, attempting to kick her away.

Lightning fell to her knees, wanting more of her Captain's soles. She held the back of both of them, causing Spitfire's feet to tense up and try to wiggle away. "Cadet, I DEMAND you to stop this instant, or you'll be dismissed!!" she shouted, biting her lip at the feeling of Lightning's thumbnails scratching the sides of her feet. Lightning took no heed to this, however, and ran her tongue lustfully up the arch of Spitfire's left foot. 

Spitfire finally broke down, bursting into erratic fits of laughter. She tried to break out of her bonds, but even with all of her muscle and military training, she couldn't break free. All she could do was thrash her sweaty, ticklish feet around in circles. Even that was difficult, due to her disrespectful cadet's agile tongue darting between her right set of toes.

"STAHAHAHAP IT RIGHT NOW, LIGHTNIHIHING!! ENOUGH!!!" Spitfire shouted through her unrelenting gales of laughter. 

"Mmmph...*slurp* not a chance...*slurp* Captain..." Lightning Dust responded, blushing madly and rubbing her cheeks against the now-slick yellow feet. The firm, toned pair of feet were just big enough to cover Lightning's entire face. 

Soon, however, the devious young cadet decided that she'd had enough of the slightly musky taste of her superior's feet. She got up onto her feet, smiling at her trapped boss, who now looked slightly terrified as to what she would do next. Her boss steeled herself and angrily shouted, "If you keep tickling me, cadet, I'm going to do MUCH worse things to you than dismiss you!!!"

Lightning shook her head, and she started to walk her sharp fingernails up Spitfire's right foot, messing with her toes when she was done. "Then I guess I get to keep you in there forever, Captain. I'm going to tickle you until you beg and beg for mercy, and then again until you like it."

She dug her fingers into the curvy arch of Spitfire's feet, causing her to squeal loudly. Thankfully, Lightning made sure this was done in her soundproofed office, where no one would hear her scream and try to help. Spitfire's feet started to sweat profusely once again as they were tormented. Every time one of her feet would try to block the other sole, Lightning would aggressively tickle it out of the way, leaving Spitfire more defenceless than she already was.

Lightning finished her work with her fingers by scraping each finger deeply into both of Spitfire's blushing soles, from the ball all the way to the heel. When she sat back, reluctantly taking her hands off her boss's sexy, vulnerable feet, Spitfire gasped for air, her face completely red and her nude body covered in sweat.

"Hah...ha ha...Lightning...y-you won't get away with..this...now y-you're done...let me out..." Spitfire panted. 

"Yeah, you wish, Captain," Lightning flatly responded. She then sat on the lap of her nude boss, locking eyes with her as she dug her nails lightly into Spitfire's sides. The sweat pouring from her vulnerable body, as well as the dexterousness of Lightning's fingers, made Spitfire all the more easy to tickle. 

She thrashed around in her tight bindings as she screamed with wild abandon, her face blushing brightly, as her cadet's fingers lightly spidered up her ribs. Lightning's digits found a weak spot in her armpits and vibrated firmly in that spot for a generous ten minutes.

When Lightning was bored of scratching at Spitfire's tender underarms, she decided to begin raking her nails up and down, up and down, her boss's toned, appealing-looking abs. She threw her head back in extremely hard laughter as Lightning decided to perform a raspberry on her belly.

Spitfire's whole body was in turmoil. No matter which way she thrusted her ticklish torso, she couldn't escape the awful sensations of Lightning Dust's fingers. And the more she was tickled, the more she sweat. The more she sweat, the more easy it was to tickle her. It was a vicious cycle that Lightning found incredibly sexy, and Spitfire was forced to smile and laugh at.

Finally, Lightning grabbed at her boss's medium-sized, but bouncy and tender, breasts. Each time she grabbed them, her fingernails raked their way up to the exposed nipple. Even though Lightning was a rough and tough tickler, she took care not to hurt her boss. Ever so gently, both of Spitfire's hard nipples were teased, just right to make her squeal and beg for mercy. Her breasts bounced around wildly as tears streamed from her eyes. "MERCYEHEHEHEHE!!! NO MORE NO MORE NOHOHO M-HAHAHAHA!!!" Spitfire finally begged and pleaded.

Lightning decided to give her Captain a short break, so she could let the tickling soak in. Spitfire was giggling for minutes, even after her tormentor let go of her body. All of this laughing, these chortles...she hadn't laughed in quite a while. It was a pleasant and warm feeling, but she was still trapped, and still had to punish her cadet once she was free. If she felt like it.

"Don't worry, Captain, since you begged so nicely, I'll let you go...right after I tickle you some more," Lightning said, but this time, she climbed up on top of Spitfire, laying on her trapped, sweaty and exhausted body. Their breasts pressed and mashed against each other as Lightning locked Spitfire into a deep, passionate kiss, raking her fingers back and forth over Spitfire's sides to keep her from protesting.

Spitfire screamed, laughing as hard as she could, directly into Lightning Dust's mouth. Still, she would not let her Captain go, shoving her tongue into her mouth to further limit her ability to escape. Lightning moaned into Spitfire's mouth as her laughter grew louder, her toes gently scritching up and down Spitfire's exposed arches. This was a hellishly ticklish game of footsie for Spitfire, and she could barely breathe any more, her lips locked to Lightning's until she deigned to let her go.

When Spitfire's blushing face started laughing much more weakly, her eyes wide open, Lightning decided to finally let her boss out of the kiss, and got up off her body, winding down the tickling slowly, until it came to a complete stop. Lightning liked what she'd done. She'd made her boss exhausted, sweaty, and red in all the right places. She decided enough was enough, and let Spitfire free from the Dizzytron shackles. It took a while for Spitfire to be able to speak.

Spitfire stood up, finally getting out of the shackles, and panting for breath. "See, Captain? That wasn't so bad, you enj-" Lightning started, but Spitfire shoved her over angrily, so her cadet was laid back on the Dizzytron. Her slick and shiny nude body held Lightning's toned, smooth torso down as Spitfire locked her arms into the shackles. And then she got up off her cadet, grabbing her ankles, and forcing them into the second set of shackles. Once they were locked, Lightning's fate was sealed.

Spitfire grinned deviously at her cadet. "For such insubordination, Cadet, I'm going to do to you, what you did to me," she said. Lightning's typical bravado had been wiped away at the first lock of the shackle, and the look was replaced with fear. "Only now, I'm going to keep you here ten times as long...I think this will be fun," she finished, laying her hands on Lightning's modest sized, silky feet. She gulped and began to thrash, but she learned an important lesson that day. Never deal out what you can't take.