A mare's gotta do what a mare's gotta do to fall asleep. For Twilight Sparkle, this includes many things, but on this night, it'll include pleasuring herself.

This story combines physical reality with mental fantasy.

Completion Time: 3 Days.

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Twilight Sparkle's eyes wandered around aimlessly behind her eyelids, looking forever deep into an unknown galaxy in her mind. She had her head on the side of her over-fluffed pillow, trying to negotiate with it to let her be comfortable. She grasped it with her hooves as she pulled herself upwards, dragging her flattened stomach against the soft mattress, trying to get as comfortable as she could for dreamland.

A toss here, a toss there.

The silence of the room was eating at her conscience. The darkness was fueling her imagination while helping her brain remember those scary books. She gave; she turned to lie on her back. She'd face the darkness if it'd put her mind at ease. Her mind travelled at a thousand thoughts per second. She wondered about her day, went over what she did, what she said. So useless she felt. She clenched her eyebrows in result of her thoughts. Her left hoof travelled under her thin covers straight towards her stomach. She had her hoof stroke her attentive purple fur. Her hoof rolled over her fur, squeezed, clenched, and pressed against it. Pressed harder with each useless thought.

I think too much. Bed is for sleeping, not for thinking.

Her overflown thoughts were getting the best of her. Things she's said, that maybe she shouldn't have. Telling herself over and over to not be so oblivious. Thoughts of what she had to do the next day.

Why am I torturing myself with thoughts of tomorrow?

Against her better wishes, Twilight started thinking more about her tomorrow. It was gonna be filled with long hours of studying. Studying lots of subjects. One such subject was the art of wing power, something she knew she was gonna have a hard time with. Fully understanding its content would not come naturally to her since she was not a pegasus.

Pegasus... Rainbow Dash.

Twilight's mind changed course and she began thinking about that pegasus. That cyan mare from Cloudsdale responsible for bringing clouds to Ponyville and for removing them as well, to allow the sun to shine brightly. That stunningly beautiful pegasus responsible for bringing her the glorious days she loved.

...stunningly beautiful...

Just the mere thoughts of Rainbow Dash put Twilight's restless mind into a relaxed state. She didn't know how or why but she loved the feeling of it. She knew it was something her mind longed for, to be at rest so she could sleep. She had a crush on Rainbow, she herself knew that, and she knew it was this crush that helped put her mind at ease. She couldn't explain it, her feelings were just there, and that was good enough for her. As long as her mind was at rest, in whatever state she was in - tired or not - she was fine with it.

She closed her eyes and let her mind wander. She imagined herself on the pegasus' back as she was soaring through the sky. She could feel the wind in her purple mane, she could feel her hooves gripping Rainbow's broad chest, holding on to her for dear life as the cyan filly performed her tricks. She saw herself bury her muzzle into Rainbow's neck and she could smell the rich scent of her multi-colored mane - crisp, strong, and powerful. "Having fun, Twi?" she could hear Rainbow's adorable voice cracks over the wind.

Twilight was almost asleep now. Her breathing had slowed, her body was limp, and her mind was at ease. It was actually working. She let out a quiet sigh of relief as she continued to imagine more.

The scene changed in Twilight's mind and her and Rainbow were lying down together in the dark green grass, under the cooling shade of a nearby tree, with the next installment of Daring Do opened up in front of them. They laughed together at the story's funny parts, gasped together at the predicaments Daring Do all too often found herself in, and cheered together as she made her iconic escapes. After she closed the book, Twilight looked into her friend's eyes and she looked back into hers. Twilight could feel herself swallowing as both of them leaned in closer. Slowly closing their eyes to each other, they embraced in a hot and steamy kiss.

Twilight could feel Rainbow's soft lips against hers. She could feel the pegasus' tongue invade her mouth for a romantic duel. She could feel Rainbow's tenderly-loving hooves move up and down her petite body and she could feel herself being gently pushed onto her back by the more dominant pony. She felt Rainbow climb on top of her and sit on her abdomen. It felt good to have her up there. She saw her face looking down on her with a hot passion in her eyes. She could feel Rainbow's hoof teasingly snake down her love-starved body and come to rest right on her--

Twilight snapped herself out of her trance as her eyes shot wide open. She could feel something resembling an electric twitch occur down near her nether regions. She sat up in the bed and, with her left hoof, immediately threw off the covers. She examined herself and it was confirmed. Her right hoof had mysteriously found its way into her private area. She'd obviously been stroking herself a few times, as her hoof felt damp with her natural lubricant. She slowly removed her hoof and sighed into the darkness.

I shouldn't do this... I shouldn't imagine Rainbow Dash in this way... how will I be able to look her in the eye?

Twilight laid back down onto the pillow and tried to get her thoughts to focus on something else. She needed something, anything, to get her mind off Rainbow Dash. She found it was an uphill battle she was quickly losing. The burning desire to please her needs while thinking of Rainbow Dash was comparative to a hot pile of perpetually fanned coals. She had no way of stopping it and her urge to resist was fading fast. Her hoof needed physical restraining. She pounded the bed under her with both her hooves, a groan of defeat escaping her lips.

Oh Luna, I'm too weak. I have to do it... nopony will ever know, right?

Twilight couldn't resist. She had tried. She tried diminishing her desire with distractions, tried to keep her hooves busy so they wouldn't fiddle around inside her - but nothing worked. She gave in. She felt that all of her resistance only resulted in added frustration. And there was a greater reward to be had than that.

She relaxed her body on the bed, with the darkness of the night like a seductive shroud around her. Her eyes were closed and her breathing became shallow. A wave of anticipation shuddered throughout her eager body. Her left hoof fell to her side and she gripped the bed sheets with it.

Twilight could feel her marehood pulsating; her legs widened instinctively. All her thoughts were on sex. They were on Rainbow Dash. The beautiful thing about the mind was being able to fantasize, so in her mind, she put Rainbow and her together in a bed, both of them desperate for sex.

Twilight took a deep breath and felt her sneaky right hoof make its way down her body and land on top of her private area. There went her hoof slithering its way along the top and then into her opening. Inserting itself between her purple rose-petal folds, searching for the wetness between them. She moaned out into the dark room at this first touch.

Her hoof found her wet source and plunged in with anticipation. It slid slowly up her marehood giving her the feel of her wetness. It sent tingles throughout her body that caused her tongue to hang out her mouth a bit. Her hoof slid around her creases, feeling every inch of her heat-throbbed labia. She stroked it up and down and in wide circles to give it its full attention. It throbbed with pleasure repeatedly at the touches of her hoof.

As she awoke her excitement, her thoughts and fantasies arrived at the doorstep of her mind. Her fantasies started playing in her head like a movie. They were of her and Rainbow Dash, with Rainbow on top and Twilight on bottom, engaging in foreplay.

Moaning into my ear... sucking on my neck... massaging my stomach with her slim, delightful hooves... licking me senseless down there... circling her hoof around my clit... increasing my excitement as she assaults my love box eagerly with her tongue... I moan and moan...

Twilight removed her hoof from her opening and gave out a sigh. She stroked her outer folds in an up-and-down motion and teasingly tried to avoid her sensitive clit. But it was already so engorged at this point that it was poking out between the top of her folds and was sending mini jolts through her with every rub.

She could feel the juices slowly dribble out of her opening and onto her hoof. It made her hoof glide over her labia much easier and it increased the pleasure she was feeling. She knew it was time now to play with her clit and get herself to feel an orgasm.

The use of her tongue is magic on my clit... it drives me wild and causes me to helplessly grind my love box on her face... I need more... I give her an orgasmic look and she flashes me a smile... she returns her tongue to my clit and takes the whole thing into her mouth... she sucks on it wildly and flicks it with her warm tongue... I gasp into the air as I watch her do this... it feels sooo good...

Twilight's breathing increased as she imagined what Rainbow was doing to her. She experimentally began touching her clit, testing its overall sensitivity. She tried to emulate what Rainbow's tongue-tapping on her clit would feel like so she began tapping it gently with the tip of her hoof. It felt super amazing. She started tapping her clit faster and faster, all the while imagining it was Rainbow's tongue that was doing it to her. She whispered Rainbow's name a few times as she continued.

She stopped her tapping on her clit and began to slowly circle it. She took her time doing this, slowly locating all the sensitive patches of nerves on and around it. She imagined it was Rainbow's long and flat tongue, slowly gliding on her clit in those exact same circles. This sent incomparable pleasure waves rocketing through her body's core, some of these waves so extreme, it actually made her whole body flinch. She increased her speed, forcing her now-tense body to writhe and contort on the bed.

I'm the luckiest filly ever, having Rainbow Dash on me in such a fiery way... I'm now fully lost in lust, I'm a being lost in pleasure... I tell her don't stop... I tell her to keep going... I must taste delicious to her, she's just enjoying it... she moans into my clit, sucks on it, flicks it with her tongue... she's going at me harder and harder, faster and faster... How much more can I take?

Twilight could feel her wetness dribble out of her in mini-orgasms and fall down onto the bedding. She could feel it soaking her purple nub, causing her to feel more excitement. Her head tilted back onto the pillow with soft moans. She gasped for air as she went on and on, inhaling each breath as if it were her last. She could feel her face and the whole rest of her body getting warm.

Twilight's whole body was in rhythmic motion as she grinded her hips into her hoof. Small trickles of sweat dripped from her forehead as her mind was infused in fantasies of Rainbow Dash. She physically raised her left hoof from the bed and pretended to run it through Dash's multi-colored mane - stroking it, gripping it, encouraging Dash to keep sucking her clit earnestly. She plopped her head back down onto the pillow, tightly closed her eyes, and started to moan loudly as the ascension towards her orgasm approached.

Oh Rainbow... you're so skilled with your tongue... the way you flick my clit with it is electrifying... I see your eyes look up at me... you want me to cum... just keep going, Rainbow, and I will... all over your adorable face... just don't stop, Rainbow... don't stop...

Twilight's clit was rock hard and was protruding out from under her clitoral hood as far as it could go. Up and down, up and down, her hoof faithfully continued.

She could not stop. She could feel her whole body tightening and something wonderful was growing inside her core. It was her orgasm. She could feel her heavy breathing and her rapid pulse. She wanted her body to cramp, her legs to quiver, her mouth to hang open in unreal pleasure, her back to arch to new heights.

Ohhh, dearest Luna, this feels so good... and... oh my... OH MY... Rainbow, I'm... You're making me cum... Ohhh gosh, I'm cumming!

Twilight's clit immediately felt at its highest extent. She couldn't take it anymore, she was overcome. Overwhelmed. She let her body climb higher and higher until there it was. Her climax. She lost all sense of everything. A white light glowed behind her eyelids as she shut them tightly. She couldn't hear anything, couldn't smell anything. The only thing she was aware of was the sensation of her clit pulsating and her inner G-Spot exploding.

She could feel her orgasmic juices squirt out of her vagina and she saw its stream shoot out across the bed and land in heavy droplets a few inches away from her. After the initial sensation of having large amounts of cum leave her body, her hind legs immediately closed and pinned her rubbing hoof in-between them. Pulse after pulse of climactic pleasure shot through her like electricity. She writhed all over the bed, moaning and gasping, her mouth locked open in shock at the intensity of her orgasm. She hadn't felt anything like it before in all her life.

She almost forgot to breathe.

As she turned and laid on her side, her body loosened up slowly as she regained each breath between her parted lips. Her legs slightly unclenched her hoof and lied low with her hoof still collapsed on her. She sighed softly and let the pleasure from her orgasm linger a little longer.

She tried to regain focus as she rolled her head to the other side and shut off her overbearing thoughts. She closed her eyes again and let her mind drift off into a warm, wide open, and quiet realm. She slowly and gently used her magic to pull the covers back onto her content body. Her mind felt totally relaxed as she just laid there and let dreamland come her way. And within five minutes she was fast asleep.

THE END.