This is a birthday gift story for Coffewithsprinkles on Deviantart. Here you go, Amiga! :) Happy Birthday!

Cuphead belongs to Studio MDHR. I own nothing.

Beware Of Tickle Genies And Tickle Clowns

"Hurry, Mugs! Run!" Cuphead cried out as they ran as fast as they could.

"They're gaining on us!" Mugman cried out fearfully.

Chuckles sounded out from behind them. "Oh, you boys can't escape us," said one voice.

"We're going to catch you," said a second voice.

"Leave us alone!" Cuphead exclaimed as he and Mugman slipped into an alleyway and quickly headed off in another direction to circle around and get far away from their pursuers.

The little blue mug suddenly stopped short. "Um, Cups?" He asked nervously.

"Yeah?" His brother asked.

"I think we took a wrong turn."

Cuphead gulped at seeing they were back where they had started. "Quick! We'll hide in one of the attractions!" He said as they began running around the carnival grounds, hoping to stay ahead of their pursuers.

They paused to catch their breaths when they heard their pursuers chuckle, but didn't see them. "We know you boys are here," said the second voice. "Come out, come out, wherever you are."

"You boys can't hide from us," said the first voice. "We know these grounds like the backs of our hands. You'll both be in our clutches before you know it."

Mugman looked at his brother. "Should we split up?" He asked.

"Not yet," Cuphead said. "Only if they get too close."

The two brothers hid in the the balloon dart game, diving into the piles of stuffed animals to better hide, peeking out very carefully to see where their pursuers were. After a bit of silence, the two climbed out and quickly headed for another game to hide in. Just as they turned a corner, Mugman felt something grab him and something covered his mouth, preventing him from crying out as Cuphead continued running, not noticing his brother had been captured until he stopped again and looked around. "Mugs?" He asked, wondering if the blue mug had perhaps fallen down or chose another place to hide.

"He's been captured, as you will soon be, little Cuphead," said the first voice, making him shudder in fear.

"No! Let him go!" He demanded.

"Not until we're through with him," the voice responded. "Come, Cuphead. Join your brother."

The red cup took off running, trying to figure out how to save his brother. "I'm coming, bro," he said softly. "I'll save you. Somehow."

Mugman struggled against his bonds, trying to get free, but it was hopeless. A white finger gently brushed his right cheek, making him freeze up. "Aww, what's the matter? Eager for me to start already?" The second voice said with a chuckle as ten white fingers hovered over him and wiggled teasingly. The little mug squirmed, gulping in fear.

The face of his captor suddenly became visible. "Boo!"

The young one jumped in surprise before seeing it was Beppi the Clown, who chuckled and Mugman couldn't help it. He laughed too. "You caught us, Uncle Beppi," he said.

"Ah, I only caught you, Mugman," the clown said with a smile, checking to make sure the long balloons holding his nephew captive were snug, but not too snug. "Your uncle Djimmi is trying to catch your brother."

The little blue mug giggled. The two boys were currently being watched by the clown and genie as Elder Kettle had another meeting to attend and had asked the two if they'd be willing to watch over the boys. More than happy to do so, the playful clown had suggested the keep-away game and if the boys were captured, they'd be tickled to pieces. If they succeeded in not being captured, they could tickle their uncles.

"Well, while your uncle Djimmi looks to capture your brother, I'm getting a bit bored," Beppi said, pulling out two long, fluffy feathers. "And I can tell you're eager to be tickled."

Mugman giggled as his shoes were gently removed and white fingers lifted up his shirt to expose his stomach. The clown chuckled as he held up both feathers and brought them down to tickle the little mug's feet. The little one instantly burst into giggles, squirming in his bonds as the feathers tickled every inch of his feet and toes, making his giggling turn into laughter.

"AHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!" He laughed as the clown brushed the feathers faster over the wiggling feet. "THAT TICKLES!"

"Oh, I know," Beppi said with a grin. "Cootchie, cootchie, coo!"

That made the feathers tickle more and Mugman laughed harder, his voice becoming squeaky as his toes were tickled again by the feathers before the clown stopped, letting him catch his breath and putting away the feathers. "Time for some nose nuzzles, little nephew."

"Eep!" The little blue mug squeaked, giggling already. Smirking, Beppi nuzzled his nose into Mugman's stomach, making his nephew laugh crazily.

"Tickle, tickle, tickle! Nuzzle, nuzzle, nuzzle!" The clown singsonged teasingly, smiling as the little one laughed harder.

Cuphead had just made it to the edge of the carnival, but hadn't found Mugman or his pursuer. He was about to search through the attractions again when he was suddenly scooped up into two giant arms. "Gotcha!" The now-familiar voice said and the red cup couldn't help it. He started laughing and tilted his head back to look up ad Djimmi, who was smiling widely. "I've caught you, little nephew," the genie said as wisps of magic gently wrapped around Cuphead's wrists and ankles. "Beppi already caught your brother."

The cup giggled. "It was fun to run though," he said.

The genie chuckled. "True," he said. "Now, come. Time for you to get tickled."

They arrived at the circus tent where they found Mugman tied to one of the tent posts and laughing as Beppi tickled him, white gloved fingers wiggling all over his sensitive stomach. "Cootchie, cootchie, cootchie, coo! Who's got a ticklish tummy?" Beppi cooed teasingly.

Djimmi took Cuphead to another tent post and used his magic to tie his nephew gently to the post. The little cup giggled as his shirt was lifted up to reveal his stomach and his shoes were removed. "Now, let's see," the genie said. "What shall I tickle first?"

Mugman's laughter caught Cuphead's attention and he looked over to see his brother was laughing because Beppi was blowing raspberries into the little blue mug's tummy, which tickled like crazy. A sudden raspberry on his stomach made him shriek before laughter poured out of his mouth.

"AHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA! NOHOHOHOHOHOHOHO!" He tried to plead.

Djimmi chuckled. "Oh, I'm just getting started, little Cuphead," he said before tickling his nephew's feet with his hands, making the little one laugh harder.

Mugman was in stitches as Beppi was tickling the small stomach with one finger, playfully poking his nephew's belly button, making him squeak every time. "I've got you, Mugman," the clown cooed to him before hearing the little one start gasping a bit for air. Nodding, he stopped the tickle torture, letting his nephew catch his breath.

Cuphead squealed as an extra big raspberry was blown right on his belly button courtesy of Djimmi before the genie let him up, seeing his nephew was getting tired. Beppi chuckled as he saw this and nodded. "Ah, listen to those giggles," he said as the two brothers let out a few last giggles.

Djimmi gently pinched the left side of Cuphead's face. "Cute as buttons," he said fondly as his magic dissipated and he held a tired Cuphead in his arms.

Beppi snapped his fingers, making the balloons holding Mugman vanish and he scooped up the little blue mug in his arms, gently tweaking his nephew's nose in affection. Giggling a little, his nephew hugged him back, making him chuckle.

Cuphead giggled a little too. "Guess Elder Kettle should have warned us about tickle genies and tickle clowns," he said, making his uncles laugh in amusement.

"Where's the fun in that?" Beppi asked, cradling Mugman in his arms as Djimmi cradled Cuphead in his arms.

Mugman yawned. "It was fun," he admitted before feeling sleepy and fell fast asleep in the clown's arms. Smiling, Beppi gently adjusted his sleepy nephew so that Mugman's head was resting on a blue shoulder. Cuphead yawned too and rested his head on Djimmi's shoulder, also falling sound asleep.

"Aww, look at our cute nephews," Djimmi said softly with a smile.

Beppi chuckled as he snapped his fingers softly and several balloons came out and began twisting until they formed two very comfy beds. Djimmi used some of his magic to keep the balloons together as he and the clown set the two boys in the beds and tucked them in for naps.

"Those two really are something," Beppi said with a smile.

"They certainly are," the genie agreed, also smiling as they watched over their nephews while the two napped peacefully.

I think I just had a cuteness overload. :)

I can't help it! I love doing stories like these! :)

Am I crazy? Probably, but that's okay. *chuckling* :)

Please leave a review, but no flames!

GoldGuardian2418