It had been a long day of hard work: making dresses, handling customers, the regular fare of a hard working mare. Rarity was exhausted and to top it all off she had the misfortune of playing overnight foalsitter. With all the distractions of the busy work as well as Sweetie Belle’s antics all day, Rarity ended up missing not only lunch but dinner as well. Despite the inconvenience of having her sister over for the night she managed to get Sweetie tucked in at a decent time. However, right when Rarity had just fallen asleep herself, the sound of timid knocking came from her bedroom door.

"Rarity?" the query, although sounding soft with a mix of nervousness, rang out clearly through the near silent house. To herself, Rarity lifted the mask off her eyes and glanced at her clock; it was nearly 10 pm.

"Sweetie, it's way past your bedtime! Whatever are you still doing up?" Rarity asked with a groan, ignoring at first her little sister's tone of voice. She flopped out of her bed before shuffling over to the door and opening it.

Sweetie Belle stood there in the doorway, her mane a total mess.Somehow, her white coat seemed even whiter than usual. Rarity sniffed the air and wrinkled her nose. It didn’t take long for Rarity to smell the familiar faint pungent odor, and to know what was wrong.

"Alright Sweetie Belle, let's go get you cleaned up," she said in a comforting tone and a reassuring smile. "Did you have a bad dream again?"

Sweetie nodded silently as they walked through the dark halls to the bathroom. Once there, Rarity quickly herded her little sister inside and shut the door. "Don't take too long!"

The pipes creaked as the water started. For a moment Rarity lost herself in the sound of the water just beyond door. ‘Sounds like rain...’ The thought evaporated just quickly as it had come, when the familiar squeak of the knob quickly silenced the ‘rain’. The door slowly opened and a very sleepy looking filly stumbled out, the sound of soft drips as the small filly’s mane mostly still wet left drops of water on the floor.

"Feel better?" asked Rarity. With a bright blue towel and the care of a mother cat she went about carefully drying every part of the small filly.

"Uh huh..." was Sweetie Belle's sleepy response, followed by a wide yawn. Once dry, she latched onto Rarity's side to keep from falling over, hugging her tight and shivering.

"Do you want to sleep in my room tonight? We'll clean up your bed tomorrow." Rarity said with a reassuring voice.

"Mmmhmm..." was all the sleepy filly could muster with half lidded eyes.

Rarity fancied herself as always prepared and this situation was just another one of those occasions, having an extra little fold out bed for just such an emergency. Especially after that time Twilight spent the night and drank forty glasses of Rarity’s special tea blend. Rarity with care cradled her little sister in her magic. With a slow trot, she carried Sweetie Belle back to her room. Pulling out the trundle bed from under her own bed, the bed popped open. It was already made, with a pink pillow and a soft downy comforter. With the caring nature of a mother Rarity tucked Sweetie Belle into bed. She pulled up the comforter and placed a loving kiss on Sweetie Belle forehead.

"Sleep well, Sweetie Belle. May Luna bring you pleasant dreams now,” Rarity spoke in a hushed whisper.

Moments after being tuck snugly in, Sweetie Belle drifted off to sleep; cute soft snores soon came from the filly. Rarity, certain Sweetie was asleep and finally at ease, she tiredly slipped in to her own bed. She silently slid her sleep mask over her eyes, the soft glow of her own horn fading from view, and with a tired yawn quickly drifted off to sleep. The room was nearly silent save for the twin sounds of quiet snoring. The silence was quickly broken by low rumbling coming from beneath Rarity’s covers.

Rarity tossed and turned beneath the covers. The moonlight cast dark shadows on the wrinkled sheets like deep cracks in the earth. Her stomach was nearing a dull roar as Rarity finally started to dream.

Rarity stood as she surveyed an endless white void. Her eyes began to focus, the scene unlike anything she had seen before. Marshmallow mountains as far as she could see, pink and red lollipop trees speckled them in their colored hues. Rivers of chocolate winding through the mountains and trees as candy animals drank from their cocoa stained banks. She felt her stomach rumble a little as she looked around, eyes lighting on a small, white, marshmallow bush. “So many delicious and wonderful things to eat, but I really do need to watch my figure… I’m sure just one marshmallow wouldn’t hurt.”

Rarity shifted a little in her sleep as her mouth began to water, the dream seemed almost TOO real to her. She swore she could smell the sweetness of the land as she looked around in awe. She licked her lips as she slept, mumbling out, “So many delicious... things… but I... need... watch... figure… I’m sure... one... wouldn’t hurt….”

Rarity stood by the bush, contemplating if she should have some marshmallows from there or see what the mountain had to offer. She decided she was hungrier than just a few paltry marshmallows and wandered over toward the nearest mountain. Rarity seemed to fade into the background of white as she approached, her eyes wide as she tried to take it all in.

“Well… I’m sure I can eat this whole thing in one go…”

Rarity trailed off when she noticed a sign that caught her attention off to the side of the mountain. It was large enough to be seen clearly from where Rarity was standing. ‘Marshmallow Bonbon Mine’ it proclaimed in large letters next to an opening in the side of the mountain. The opening was an odd dark against the pure whiteness of the marshmallow mountain and a heavily sweet scent wafted from inside. It overpowered the scent of the mountain, almost beckoning Rarity to come inside. Her stomach rumbled loudly again when the scent drifted into her nostrils and, curious to find out what secrets were hidden inside, she trotted toward the cave.

When she entered the corridor of the cavern her mouth watered all the more. As far as her eyes could see were all manner of bonbon ore that lined the sides of the mine. Rarity approached the spongy wall of the cave closest to her. Reaching out a hoof, she could smell the sweetness of the candy as she grabbed the nearest treat. It came off with a loud pop into her hooves.

Wasting no time, Rarity shoved the hoof sized delicacy into her mouth. She found it rather satisfying how easily it went down whole. The taste was beyond description! She couldn't stop herself and grabbed another and gulped that one down as if it was made of air. She didn’t stop, going after another and another, the taste driving her. Surprisingly, each one she ate did little to make her hunger subside; Her stomach grumbles grew louder and louder with each one she ate. She continued through the cave, the path slowly starting to get wider. She finally reached an immense chamber. The room was vast and nearly empty, the walls devoid of any of the ore. But illuminated in the center of the room by a single round beam of light was the largest marshmallow bonbon Rarity had ever seen. She licked her lips as she approached it, her steps slowing in anticipation of what was to come.

Rarity let out a low groan as she shifted in her sleep again. Her stomach gave a rather loud rumble as she licked her lips in her sleep again. Sweetie Belle also began to stir a little, the loud stomach noises disturbing the filly’s dreamless sleep. Her mouth was watering heavily by this point, the mare believing her dream to be a reality. In between her snoring, Rarity mumbled, “Mmm…. don’t mind… have another…” Still asleep, she wasn’t aware that she had lit up her horn…

Rarity paced around the giant bonbon, eyes fixed on it. She became impatient to try the thing as she circled around the treat like a hungry predator.

“Mmmm...I’m watching my figure, but I don’t mind gaining maybe a little weight. I’ll have another bonbon, it shouldn’t matter much.” Her stomach growled loudly in response. “And with me being so hungry, there’s no way I could pass up such a delicious, yummy smelling, gem of a sweet treat! Besides, maybe I’ll be inspired for a new line of dresses after this.” She approached it and placed her two front hooves on the smooth, chocolate sides of the treat.. The other, unrefined bonbon ore weighed next to nothing, so why SHOULDN’T she be able to lift this one up. She attempted to lift the sweet treat, straining. It was much heavier than she expected.

"Hmmph! If I can't lift it physically, this bonbon's in for a surprise!" Rarity lit up her horn and enveloped the treat with her magical aura. With some effort she was able to get the bonbon up and floating in the air. She brought the treat over to herself and opened her mouth wide, ready to swallow her prize.

Sweetie Belle, on the other hoof, wasn’t dreaming at all. After her nightmare scare she fell back asleep to a dreamless state; It was for the best. Another dream could turn into another nightmare and she would have the same problem all over again. So there she laid in bed, snoring softly with her eyes closed. She was resting peacefully until her sleep was briefly disturbed by a somewhat loud growling sound coming from the direction of Rarity’s bed. Once the sound subsided Sweetie Belle turned over and fell back asleep.

Rarity's horn slowly illuminated with a soft light as it filled with her magical aura. It reached out and slowly caressed Sweetie's tail. Sweetie did not wake as the tingling of the magical aura wrapped around her fluffy appendage. The magic slowly tightened around her tail with a vice like grip and slowly raised Sweetie into the air. Sweetie blinked a few times a bit disoriented. Her eyesight, still blurry from being half asleep, began to clear.

“H-huh…?” she sleepily asked. Sweetie Belle found herself dangling in the air above Rarity’s wide open mouth. Rarity’s tongue lolled out almost like a red carpet for her impending snack. Sweetie Belle heard a pleased sound come from her sister as if Rarity was expecting some kind of delicious treat. Sweetie Belle eeped softly when she felt herself slowly float lower in the air. Sweetie Belle watched the tongue get closer and closer to her until her head slipped right into Rarity’s mouth.

Rarity let her tongue slide out from her mouth and hang to the side as she lowered the large bonbon toward her mouth. She shoved the smaller end in first and was surprised at the taste. The treat had a strong marshmallow flavor that overpowered the chocolate flavor Rarity was expecting. She vocalized her surprise and pleasure of the taste before continuing to feed. Each loud gulp echoed throughout the large, empty chamber. Her throat bulged out around the snack as it was shoved down. The bulge moved down quickly, her throat returning to normal as her belly rounded out. Rarity flopped on her side once she had finished it off. She curled up on the floor and rubbed her hooves over her large, distended belly.

“Mmmmm…. so full…. now maybe my tummy will stop complaining about food…” Rarity said with a contented sigh. She felt something shift inside of her. She opened her mouth to complain about the strange movement but all that came from her lips was a very loud belch that echoed around the cavern. Rarity blushed.

“Oh Celestia! I sure hope nopony heard me let out such a loud, nasty sound…” she groaned out. She curled up a little bit more and rested her head on her full stomach. Just as slowly as when the dream manifested in her mind, the cave faded away to black, the white unicorn mare no longer dreaming as she slept.

Sweetie Belle found herself unable to cry out, partly due to her half asleep state and partly due to her head shoved into Rarity's mouth. She groaned softly as she continued to drop lower in the air. Gravity helped push the filly into the wet mouth. With Rarity still dreaming about eating she took very little time in tasting her snack.Her tongue, still stuck out from her mouth, gave a tug and pulled more of the filly inside. Her taste along with what Rarity believed she was tasting in her dream made the mouth drip with saliva.

Sweetie Belle was finally waking up fully. A combination of the warmth as well as the slick spit dripping around and matting her mane made sure of that. The tug on her head by her older sister’s tongue pulled her deep into the wet mouth. Her snout was pressed against the back of Rarity's throat. Sweetie Belle completely forgot she could use her hooves to try and wake Rarity and, by the time that idea registered in her mind, Rarity had swallowed hard. This pulled the small pony's head into Rarity’s throat and her forelegs into Rarity’s mouth.

Sweetie tried to cry out in the tight throat. Not that it mattered. With the stomach noises getting louder in anticipation of a meal, anything she tried to say was drowned out. Rarity swallowed again and pulled the filly further inside. Her head and forelegs bulged out the mare’s throat. Sweetie Belle began to try and fight her way out of the throat when another powerful swallow dragged the filly almost completely into the older mare. Her back legs and cotton candy swirl colored tail stuck out of the ravenous maw.

With some quick thinking, Sweetie Belle tried to swish her tail up against Rarity’s nose. Her hope was to trigger a sneeze or an itch annoying enough to wake the mare. Her tail never hit the mark, though, when one final gulp slurped up her back legs and tail completely. Sweetie Belle was forced down the throat faster once she was fully inside. The massaging walls felt nice against the sides of her body. The pleasant massage nearly caused the filly to fall back asleep.

Without warning, Sweetie Belle found her snout pressed against something. It was a tight ring of muscle and the entrance into Rarity’s stomach. It flexed a little and allowed her snout to slide in a tiny bit, the acrid smell of past digested meals hitting her hard. Sweetie Belle gagged at the smell and let out a groan as she started to pass through the tight ring of muscle. Soon her head popped inside the stomach followed by the rest of her lower body. The stomach was still tight and humid, but it was less wet than Rarity’s mouth and throat. Sweetie Belle attempted to get into a more comfortable position. She felt an odd pressure on her body when Rarity laid her head on top of her bloated belly. Rarity gave a couple of nuzzles to her belly before she smacked her lips a couple of times and licked them clean The last thing she did before returning to her snoring was mumble something about how delicious her snack was.

Author's Note

The next chapter is completely optional if you don't like digestion. So you can skip it without the story not making any sense.