This is a non-profit fanfiction created for entertainment purposes only. My Little Pony: Friendship is Magic is owned by Hasbro and Lauren Faust. This story contains content of an adult nature and is an Alternate Reality take of the characters Twilight Sparkle and Spike as humans (both characters I do not own). Please support the official release.

With the sun having set and the moon risen high in the starry night sky it signaled a time for most to take a well deserved rest and energize themselves for the coming morning. Most being the key word, as not all embraced this habit freely. A young girl with lovely purple hair with a pink stripe through it and a petite figure stayed up by the light of several candles, reading her books and writing down her thoughts. It was a common practice for her and thankfully she was not required to be up and available early in the day to open the library she lived in. The town residents that did come by for which ever book they may need were usually spaced far enough apart and late enough in the day that the girl never really concerned herself with hourly operations for the building.

So it was here that Twilight Sparkle, student of the great Princess Celestia was writing down new ideas for spell combinations. A master of magic already, Twilight was always ready to find new abilities to learn and was trying to see if she could make some spells of her own by combining existing ones. She'd had about seven jotted down that she was sure would work. "Now for the eighth one... what goes good with water magic? Wind? Fire? Maybe I could make some sort of steam spell?" As she pondered the idea of quick steam cleaning methods for her clothing she heard a small dripping noise and looked up. "Aw, already?" One of the candle sticks she used to read by was nearly down to the end of the wick and the wax was starting to drip over.

"Better replace it now while I can." She held up the candle holder and blew out the small flame, looking to keep the remaining melted wax from dripping onto her precious papers. Setting the holder aside she looked at the empty spot on her desk and decided it just wouldn't do. Standing up she headed for the stairs to her bedroom looking to find a replacement.

Twilight was already in her sleeping attire; a yellow tank top and some soft, purple shorts she never wore except for slumbering. It was comfy and casual and easy to walk around the house in the morning or late at night. Such as in this moment while she crept up the stairs and opened the door to her bedroom. The room was already occupied of course, her faithful assistant Spike in his own bed. Twilight was still in her late teens but she was responsible enough that she had no difficulty in caring for the house and herself on her lonesome. The addition of her younger assistant made it that much easier, and while taking care of a young boy in his early teens could be a bit troublesome at times she was happier with him in her life than not.

Twilight tip toed through the room searching for her candle stick. She grumbled as she moved things here and there trying to find her target but to no avail. Why was she so poorly organized at times but hyper organized at others? Right now the later would be beneficial. "Twilight, that you?" She froze hearing Spike's voice and turned to see the green haired boy facing her direction in the dark room, blanket over his body as he laid in bed.

"Yeah, it's me Spike. Sorry if I woke you." Twilight apologized but Spike didn't seem bothered.

"Oh don't worry, I wasn't really asleep anyway. What are you looking for?"

"Candles." She admitted a bit embarrassed that she was relying on the young green haired boy to help her yet again even this late at night.

"They're in the cabinet near your bed. Did you need me to get them?"

"No no it's okay, I got it." Twilight answered quickly and walked over to the cabinet with a little bounce in her step. She searched inside and sure enough the candles were there waiting for her. Pulling one out she held it in hand and walked back over to Spike, sitting on the edge of his bed. "Having trouble sleeping?"

"Yeah." Spike admitted. It was a problem he'd had for a while now. When he was younger Spike would fall asleep almost like clock work at a set time and be up bright and early the next day. But as he got older he was getting into the habit of going to bed later and later, and Twilight's own late night habits probably didn't help either. She felt a bit guilty about it so she'd often try to help him relax.

"Would a warm glass of milk help?" Twilight offered with a motherly tone but Spike shook his head.

"Not thirsty." Not deterred Twilight was ready with another suggestion for him.

"How about I read to you for a little bit? That usually puts you to sleep." Twilight smiled at the suggestion of reading a book and helping her number one assistant at the same time. Even in the dark she could see his green eyes rolling.

"Yeah, I fall asleep because you read the most boring book you can find." He turned onto his back in his bed to look up at Twilight directly. "Ingredients for Magical Potions? That's the kind of story you choose for going to sleep by?"

"Well I found it very informative." Twilight corrected her assistant but she was already smiling knowing how dull it had been. That was the plan to put him to sleep after all.

"I was dreaming of ingredients after that night. Not another book please." They both laughed a little together and Twilight held the candle in her fingers. She looked at it for a moment before setting it down onto the floor near the bed. She glanced back to Spike with a gentle expression.

"Do you need help relaxing again?" Spike's green eyes went wide before the boy looked away a little embarrassed. He gulped and nodded his head.

"I guess so... if it's okay?" He asked hesitantly but Twilight just kept that same gentle smile.

"Don't worry, you need your rest after all." Pulling back his blanket Twilight exposed Spike on the bed. He was dressed in his normal night time clothing of a t-shirt and boxer shorts. Putting the blanket aside Twilight rested her hand onto his crotch and Spike immediately sucked in a breath of air. She could feel he was hard beneath his boxers already. "Now just lay back and rest okay?" Spike nodded and blushed as he watched his guardian unbutton his boxers in the dark and pull out his cock with her delicate slender fingers.

This wasn't something Twilight did often, but she was comfortable enough with it now that she didn't get embarrassed. Once Spike had hit the age where he was bound to start noticing girls more often Twilight was aware of what the results would have been. A hormone charged young man around the house would be its own special kind of handful, but when he was unable to focus that would interfere with her work as well. She never considered herself anything more than a good friend to Spike or even a big sister, but the girls she kept company with were a different story. Each of them loved Spike as a part of their circle of friends but she knew the presence of five other beautiful girls would only make Spike that much more riled up. Especially Rarity.

Ever since Spike had met Rarity he'd harbored an intense crush on her that he was very poor at hiding but never admitted to. He was at her beck and call when she wanted him and when she didn't, just as loyal to her as he was to Twilight. Twilight was never jealous of his bond with her but she worried for him pining after an older woman like that. She'd been quite an inspiration for him as well, after having met everyone in town and encountering Rarity Spike had learned that self-satisfaction was only an arm's reach away.

The first time Twilight caught him pleasing himself the boy was so embarrassed that she actually felt worse than he did. Still she assured him it was totally natural for a boy his age and didn't judge him differently for it. When his hormones and desires began to affect his sleeping schedule and over all stress she became worried when he was too embarrassed to pleasure himself to help satisfy those feelings. So Twilight being the loving friend she was decided to do it for him.

They'd talked about it before this time and she assured him it was alright and that it was just to help him feel better. Still it was Twilight's first encounter with the male anatomy and she was just as shy as Spike was. After the first time it had been a bit awkward but Spike had slept better. She'd made it a point not to bring it up so he wouldn't feel self-conscious about it. But Twilight promised to herself to be there for him when he needed her, just like tonight.

Taking her eyes away from his she looked down to his erect cock and stroked it lightly between her fingers. It always impressed her that he was so well endowed at his age. She thought it must have had to do with the magical dragon blood he had in his veins but never thought to ask about it. It would have been weird enough for Spike and mentioning something like that to Princess Celestia was far too embarrassing.

Her long purple hair with the pink streak slid down her shoulder to her side and she closed her eyes half-lidded, taking on a much more sultry expression in the dark without really thinking of it. Instead she focused on the sound of her assistant's breathing as it quickened with each small stroke of her soft fingers. He was starting to really enjoy the feeling and now she knew she could help him. Wrapping her hand around his member Twilight began to stroke him slowly, moving her hand up and down without applying too much pressure. Maybe it was teasing, and a bit unnecessary, but she knew Spike well enough to know he enjoyed it. The faster he felt pleasure the sooner he'd be able to sleep.

"Don't hold back, okay?" Twilight whispered in the dark and Spike breathed out a noise of confirmation, nodding his head. She looked over to him to see his eyes were closed and his body was tense from the rhythmic strokes that Twilight performed. It felt good in a way to make him feel good. Not in a sexual way as much as a satisfaction, knowing that she was helping someone important to her and only she could do it. Her hand began to stroke faster as she watched his face contort with the sensations he was feeling. He was close now.

As she stroked him with increased speed she made sure to rub her fingers against the head of his cock, making him moan. Every so often she lifted her hand to the top and rubbed her cupped fingers around his tip in circular motions lightly. "Twi.. light!" She knew what it meant already and went to stroking him that much faster, her teasing paying off. She watched as he came with hard moans, his cum shooting off onto his shirt and getting onto Twilight's fingers. She kept stroking his cock until he was finished, and still a little bit after to help it all come out. When it was done she stood up and walked over to the cabinet again to locate a towel. She blinked when none were to be found. "Other... cabinet." Spike let out in ragged breaths and Twilight blushed embarrassed that she still needed his help even after all of this. Walking to the other cabinet she found the towels she was looking for and pulled out one, cleaning off her hand she came back to Spike to clean off his legs as well.

"Sorry I made a mess." Twilight apologized and Spike shook his head, taking off his shirt.

"It's okay Twilight, I don't mind." He tossed it aside along with his boxers which were now wet from Twilight's special treatment for his insomnia. Twilight cleaned him up carefully with her towel making the boy blush more at how sensitive his cock felt after just having an orgasm. She set the towel aside as well and pulled the blanket back up over top of him. "Th-thanks, Twilight." He said in an embarrassed voice but grateful. Twilight just smiled that same kind, unknowingly sultry smile as he said it.

"You're welcome Spike. Sleep well, okay?" Spike nodded to her and laid his head on the pillow, earning a kiss on the top of his head from Twilight. Standing again she picked up her candle and quietly walked out of the bedroom, satisfied in having helped her number one student. Heading back down the stairs in tip toes she replaced the old candle with the new and lit it, returning to holder to join the others at her desk. "Now then... where was I?"

Twilight skimmed her books and notes to try and figure out where she'd left off on her lesson. Combining spells if she was correct? As she went over her list again she found it increasingly difficult to focus on her normally engrossing studies. Writing down her idea for combining fire and water magic to make steam she set her quill down and let out a sigh. Feeling annoyed she acknowledged what needed to be done. "Well... I guess if Spike needs it I could use it too." Standing up Twilight's shorts quickly there after hit the ground, and the young magician worked her magic fingers on herself.

She didn't take any more notes that night, but she did return to her bedroom feeling even more satisfied than when she'd left it.