This presentation explores how people experience friendships and specifically how the lived, felt experience of friendships creates alternative spaces for thinking, feeling and acting. In many academic studies from a range of different disciplines, friendships have been considered relationships that exist outside of, or beyond, institutionalised relationships such as family or formalised couple relationships (e.g. marriage). Michel Foucault argued that friendships therefore offer possibilities for living in alternative modes. However, it is not the case that friendships exist fully outside of other more institutionalised relationships such as family or dominant social formations such as the market – in fact they exist in complex relationships to them. This creates intriguing tensions which people experience in a bodily, emotional way rather than in a more intellectual, analytic way. Drawing on interview material, this presentation analyses how people’s felt experience of these tensions create spaces for feeling, thought and interpersonal connection that are both inside and outside of conventional, formalised social relations. This opens up important questions about how the felt experience of friendship may both reflect, but also influence, society and social change.