An Unwaning Desire

by Battle Rarity

Rating: mature
Tags: Romance, Original Character, Porn, Sex, Anthro, Profanity, My Little Pony: Friendship is Magic, Dark, Alternate Universe
Length: 8596

Two cold-hearted warriors find unexpected comfort together in the darkness of an underground continent.

This is a bit different from my usual work; OC-Only smut between two villains in my Fathomless Depths MLP tabletop game, which takes place in an underground sub-continent centuries after the destruction of the surface world in a great magical war (inspired by the Exile/Avernum series of games, Dragon Age: Origins, and various other things).

This story follows Waning Crescent, a batpony mercenary hired by a nefarious draconic brigand named Slake the Heartless, and the enigmatic pegasus mare Lockheart, an assassin working for a secretive force of outsiders known as the Heralds of Awakening (Lockheart herself being a sometimes heroic, sometimes selfish alter-ego to Spur Bevel, a longstanding character of mine). This is behind-the-scenes smut I got inspired to write that sheds some light for my players on what Waning meant when he called Lockheart the most "compassionate" of her fellow Heralds, and why he was so intent on keeping harm from befalling her once she and him were captured by the party following a harrowing battle.

Even if you're not in this game, I hope you might enjoy it!

Contains: Anthro, OC-only, Straight oral and unprotected vaginal sex, a creampie, semi-clothed and rough intercourse, and two kinda-edgy villains having a sexual interlude together to break up their dour lives with a moment of affection!

Lockheart (Spur Bevel), Waning Crescent, all other mentioned characters, and the Fathomless Depths setting are owned by me.

The cover art is of part of the Black Gate Fortress, part of an erotic piece drawn by The Minuscule Task, commissioned by Duskthebatpack.

Published 2019-03-11 02:20:01 UTC
Last updated 2019-03-11 02:20:01 UTC

Lights in the Darkness

"Compassion is rare in my business...yet, she showed me more than I'd admit to deserving."

To a mercenary, everything in life is a transaction of sorts, and the purely-functionary dealings of Waning Crescent's current employer exemplified that creed; though perhaps his boss' coldness owed some inspiration to the scoundrel's nature as a black dragon? To Slake the Heartless, everything was a tool to conquer or subjugate a hostile world, including Waning himself, who caught the bandit-warlord's eye thanks to his devotion to the creed of battle and skill with a greatsword in his hands; yet so long as the batpony's wages were paid on time, no complaints left his muzzle at being treated as little more than an implement.

"I differ little from my own blade; we are each a tool, wielded to the will of another. Perhaps that is why the company of unwavering steel eclipses a desire for that of others, for we are one and the same?"

Quietly contemplating that notion from his upside-down defensive perch in the ruined fort's inner keep, Waning watched soundlessly from the ceiling as his employer's audience with the three shadow-wreathed figures concluded in another fitting exchange of glittering gold, magical trinkets, and weary prisoners of war wrapped in chains. He'd kept a vigil for security's sake, as it was always bad business in the mercenary trade to let any client die on your watch, even one as sinister as the hulking dragon bandit below; however, Slake the Heartless held nothing but confidence in his own capabilities in battle or diplomacy, and held a thinly-veiled contempt for his three enigmatic sponsors, no matter what praise or bounty they lent in trade for more beaten Ash Knight prisoners.

For over a month of quiet preparations, the three conspirators had visited Fort Overlook, where Slake and his band of devout dragon-cult followers lurked, preying upon lone vessels tracing down the Hubar River in search of greater ports. Waning originally thought such a daring venture suicidal; after all, wouldn't the Ash Knights act on such attacks immediately, and with devastating force? Yet, no such response came, and Slake's benefactors ensured him none would for some time, that the Knights were deeply weakened by an internal crisis they'd orchestrated and thus helpless before him. Given the success they'd had in beaching the cumbersome Maiden's Kiss, an Ash Knight-owned transport sloop, he held little reason to doubt their boasts. Still, the idea of earning the ire of the Fathom's celebrated guardians troubled him...

"What could be so pressing at the Black Gate that the Ash Knights avoid helping their own shipping routes? A Scourge of demons, perhaps even a rebellion in their ranks...?" Waning pondered with a scratch of his leathery, dark-grey wings across his chin, his own fur a lighter hue of blue, while the fanged stallion's mane matched his wings in a soft ashen shade and sat tied in a pony-tail behind his head. The batpony's imposing stature lent itself surprisingly well to the shadows, but one of the three visitors delivering rewards below seemed to pick him out of the darkness immediately with her arresting sky-blue gaze, briefly meeting his own dark green eyes with a spark reflected underneath her cowl. Or at least, her eyes shimmered with a blue he'd imagined the Old World skies would have, with only old illustrations and murals left to prove there'd even been a sky at all.

Waning disliked the first two Heralds immediately upon seeing them; there was the shifty unicorn mage Whiteout, who'd first contacted Slake and offered to sponsor the dragon's raids on oblivious shipping. Then Icon arrived, a dire, skeletal stallion wreathed in unnatural light, a horror among horrors whose soulless gaze forced even the battle-hardened batpony to muster all of his courage just to avoid fleeing upon first sight! Both evil figures inspired nothing but scorn in the stallion's hardened heart...yet, the third, and newest of the three, felt the most relatable to him, if only for her evident youthfulness and the distance she kept from her fellows, as if sharing his disgust.

Those characteristic eyes were the only source of insight he could glean from the pegasus below, as she wore a concealing garb that hid her face well, and most of her body lay underneath a set lightweight, mithril-reinforced leather armor, crafted from an unknown beast's hide. Only her limber feathered wings stood free, dark-tan in color, along with the flowing length of her bushy teal mane nestled across her neck like a scarf. A fine longbow sat upon her back, shimmering with enchanted light, and a quiver of arrows hung upon her thick leather belt, along with a slew of wicked daggers.

Everything about her seemed dangerous, standoffish, and deeply-guarded; in that, Waning saw something of a mirrored image of himself, and felt immediate kinship with the lurking assassin, who Whiteout had introduced as "Lockheart" several weeks before. He'd only seen her twice, but she moved about the fortress with familiarity, as if she knew its every shadow already. Perhaps she did.

"Waning, come down and report to your Master! I have new orders for you," Slake demanded with a bellow so loud, it unsettled the dust of the batpony's perch. The volume stirred a brief pang of annoyance in Waning's sensitive ears, their fluff-tipped ends flicking in agitation. Without question, he glided down from the vantage point, taking his allotted space before the dragon's gold-encircled throne, standing opposite the three guests.

"Present," the warrior grunted, subtly averting his gaze from the distasteful magus Whiteout and his undead, unholy compatriot to lend all attention to his draconic master. The ivory unicorn, Whiteout, seemed strangely haggard and drenched in sweat, his fur and robes streaked with dark streaks of fresh mud, with a faint smell of ozone hanging around him. Perhaps he'd traveled long distance via magic to get here? Even teleportation, when done rapidly, would wear heavily on the constitution of a talented mage.

"Whiteout tells me that another Ash Knight vessel will be passing through the strait in the coming days, some junker transport called The Starfish hauling only a single squad of Knights. If this is their only response against our attack, then the Knights must truly be in dire times, rife for us to exploit; I want you to ready a party to intercept it. Bring more of my attendants than before, we hardly had enough hands to haul the loot during the last raid," Slake instructed with a snarl, a puff of dark smoke leaving his nose. "This group shouldn't be expecting us, and Whiteout has suggested that his comrade Lockheart shadow over you with her bow, and provide fire support in the very literal sense. They'll be in for a nasty surprise, heheh..."

"Lockheart is a mare full of surprises, I'm sure you'll find that out for yourself," the unicorn replied with a snideness that instantly grated at Waning's patience, though his follow-up almost mustered an envious smile from the batpony, who sometimes wished he could speak so frankly to his employer, "And with her aid, perhaps this time, there won't be any escaped prisoners left free to ambush your patrols in the mountains?"

"Graaagh! That was your fault, wizard! You said they'd be lightly armed, not that a fully-equipped flight squad was aboard," Slake corrected the unicorn with a spark of rage, smoke sputtering out of his maw in sulfurous clouds whose heat flicked across Waning's leathery wings, drawing an instinctual sense of dread.

"I do recall that it was you who boasted about how your "zealous" cultist forces were up for any task," the undead Icon muttered impassively in a hollow tone, his dark gaze lingering over Waning just briefly enough to draw a shiver from underneath the stallion's chainmail armor. "Perhaps a change of command is in order then, if your hired help is isn't able to keep such devoted forces in line during a battle's aftermath...?"

"Waning's got nothin' to make up for, Icon. I saw the raid myself, shadowed it to see who the Knights would send up 'ere to investigate the 'appenins at Spore," Lockheart interjected abruptly in defense of the mercenary's deeds. He'd not heard her speak before in either of her visits, and the young mare's foreign-accented voice sounded peculiar to Waning, but he wasn't able to place it immediately. Perhaps some of the surface immigrant dialects in Asterian's Old World Quarter neighborhoods kept a similar cadence? If he had to guess, he'd say the old Griffish Isles were the origin. At any rate, the fact that she'd witnesses the half-botched attack inspired the briefest flash of embarrassment in the warrior; more from the performance of the rabble he'd commanded rather than his own conduct in the assault.

"If anythin', that bloke's the only pony who kept the whole thing from gettin' worse. Soon as those Ash Knight pegasus flew across the bow, 'alf your cultists just about lost all their nerve. Damn shameful too, cause those Knights slipped away in the chaos, even from me."

"All save one," Waning reminded, a scant success but one nonetheless to his name. "I didn't see you shadowing us. Why didn't you help?"

"Not seein' me is kinda the point. Anyway, I tried," Lockheart shrugged dismissively, her eyes appraising the batpony's blunt demeanor. "I'm bloody quick, but they'd been given a 'ead start when the Maiden's Kiss crashed at the riverbank; too much water mist got kicked skyward. I lost 'em in it and the darkness."

"Hmmph. If you'd be closer to the shore this time, we might have fewer runners; that is, if that bow isn't just for decoration," Waning replied dubiously, appraising the young assassin with suspicion. Calming as her gaze was, he'd known from experience that very few of her kind held up to their bluster outside of the shadows.

"You'll find I'm as good at shootin' an arrow at the leg as well as the 'ead; remember, we 'Eralds want all the passengers alive," she reminded, the mare's cowl concealing her expression, but her confidence came through just the same; not cockiness, but rather resolve, faith in her abilities rather than defensive bluster to amplify them. "I'll be in the trainin' yard soon, you can see for yourself, mercenary."

"See that you both do! The next time you enter my throne room, it had better be with the Starfish sitting at the bottom of the river, and a slew of prisoners latched in chains!" Slake demanded harshly, smoke peeling out from his nose, before turning his attention to Whiteout. "I expect full payment for every one of them, wizard."

"You'll have it, if your cultists perform suitably this time." Whiteout reflected with a measure of lingering doubt, his cold eyes flickering to Lockheart.

"We'll handle it," Waning assured, turning towards to the masked pegasus, his new comrade in arms; though seemingly not in business, as Lockheart made clear to distance herself from his chosen profession in referring to him as a mere "mercenary."

"See that you do. I'll be in touch; as you can see, the road has taken its toll upon my robes. I-I must, must take a rest..." Whiteout reminded, his scholarly voice cracking with clear fatigue. He muttered a simple incantation, settling his horn alight in a sharp blue glow, before he and his leering undead companion both vanished into nothingness.

"Grr...You have your orders. Tell my attendants to send my Maidens in; I tire of such dull company in my midst, and intent to enjoy the fruits of our arrangement," the dragon rumbled, to which Waning gave a simple bow of courtesy before departing, communicating Slake's wishes to the waiting servants sitting outside the throne room, most wearing little more than the barest excuses of clothing and bearing all manner of foodstuffs made to their Master's liking. Waning paid them little heed, all his attention on the mysterious mare trailing alongside him, occupying the same space as his shadow.

Lockheart strode beside him near-soundlessly, the young pegasus standing an entire foot shorter than her batpony compatriot and lacking a weapon of such commanding presence like his weighty great sword, yet her hooves tapped gingerly on the stone without noise or pause, casting a stiffing silence between them. The open training grounds erected from the old keep's courtyard reared into view, its plentiful space vacant save for a slew of cloth training dummies, straw targets, and magic-blackened boulders used for testing spells. Lockheart regarded the farthest targets with a snicker, fixing her gaze upon a shot Slake's best archers struggled with.

"Red circle then? That ought to squash any doubts in your 'ead on whether I can strike the mark," Lockheart suggested confidently, her finger pointed at the longest target and its smallest inner circle, the faint red outline hardly visible from the barrier line.

"It ought to, if I ever had any doubts to begin with," Waning said as the pegasus drew her bow, watching the steely-eyed mare take aim with a gleaming arrow. Her fingers delicately clutched its shaft as she drew it across her bowstring, lessening the wavering caused by her breath. In that same fluid motion, the arrow flew from her fingers with a satisfying "twang," slicing through the air of the gloomy courtyard and landing resoundingly within the marker.

"Hah! Satisfied now?" Lockheart boasted, mostly to herself, lowering her bow. "Those Knights don't stand a chance, so long as you and your cultists 'old the line."

"They're Slake's cultists, not mine. I held my line just fine," Waning corrected, turning away from the range unceremoniously as the archer lowered her bow, which caused Lockheart to leap to his side, expecting either praise or scorn for her marksponyship from the weathered batpony warrior but finding little more than impassiveness.

"What's your deal with the cold shoulder, got a problem with me?"

"No. I'm more impressed by the fact that you're standing beside, and not behind me," Waning admitted, looking down at the expectant mare.

"What exactly is that supposed to mean, you overgrown bat?" Lockheart demanded an explanation, crossing her arms underneath her chest.

"All those who'd call themselves assassins that I've ever met make a habit of standing behind everypony, even their employers and "friends," just in case they see a chance to slip a dagger between their shoulder blades," Waning began, his own gaze softening, allowing just the slightest crack to show in his armored facade in an effort to disarm the young mare's aggravation, though earning even her indignation would deepen his longing to stare into her eyes.

"You, however, make a point to stand beside me, as a warrior should their comrades. That's more respect than one might hope to find in the darker ends of the Fathoms; it's what impresses me about you the most, a lot more than fancy shooting. Shows you won't turn and run."

"Oh...? Is that really all that moves you, comradery?" Lockheart pressed, striding with the stallion as he made towards his own private quarters situated within one of the less-precarious spires of the once-mighty fortress. "Somethin' tells me otherwise, especially given what I saw durin' that raid..."

"What?" he questioned sharply, hardly expecting such an accusatory answer, but the pegasus followed him into his quarters without breaking a stride, away from the attention of the dragon's cult.

"Ever wonder why I keep my eye out for you, don't give you the icy-stare I do my own supposed "comrades?" I didn't just see the battle, you know," Lockheart continued to pry, aiming to widen that crack in the armor, as he'd done by calling out her subtle esteem for him. "I saw what you did, with that batpony Ash Knight. Trinket is 'er name, right?"

"I was ordered to capture, not kill-" Waning corrected, but Lockheart was having none of that. Instead, she slammed the door to the batpony's quarters behind them with a wing, her hand quickly latching upon his shoulder to keep him from looking away.

"That's a load of bollocks! Orders don't matter in the 'eat of the moment when it's life or death, you and I both know that," Lockheart balked, marching in front of the evasive batpony and demanding his attention, though she'd gained his interest with those brilliant blue expanses, freezing Waning in place like the gaze of a basilisk.

"She nearly killed you with those wingblades, then you turned it right around, knocked that Knight from the sky and 'ad her dead-to-rights, sword in 'and, ready to strike; then, nothin'. Takes a stallion who cares about more than just money and soldiery brotherhood to calm 'imself down from bloodlust like that; takes a pony who knows the real value of life, mercenary."

Waning's strong hand gripped Lockheart's outstretched arm tight, locking the pegasus against him. The word stung him now, like a rusty nail caked in the grime of a battlefield, and just as damaging to both of their rigid exteriors. Waning could make more excuses; that Trinket was worth more alive to Slake, that he couldn't muster enough hate to strike down a fellow batpony, a fellow Asterian...All lies.

Truth was, he'd killed those worth more alive before, and the blood of his kin made no difference to the steel resting within his scabbard. Lockheart's insinuation on the word, mercenary, jabbed because of how hollow a title it sounded coming from her lips; it reminded him that he was a stallion, not a tool, yet he was content to be used at one, while dodging the label and the responsibility it carried. Her fiery presence reminded him of his stallionhood, in more ways than he'd care to admit.

"There's no sense in murdering a downed foe, no glory, and the fortunes won are tainted. I've gotten used to the taste of blood, and I relish causing pain to my foes, but not death," Waning explained slowly, each word croaked out as if excruciating to utter. He slackened, reaching back to loosen his sword, which soon unlatched from his side and rested upon its waiting rack with a metallic clink. "I suppose you think you're somepony better off than a sadist with a conscience?"

"No, worse. Far, far worse," Lockheart confessed, her cloth mask rising and falling with each trembling breath. "I'd 'ave killed them in the moment, even if under order not to. I'd kill you too if need be; but I don't like it, urtin' people. Not like you, not one bit. That makes me worse, cause I do it anyway."

Waning didn't ask the mare's reasons. Ponies who hated causing pain did it all the time for their own purposes; family, fortune, fame, and other fleeting fancies. To him, they didn't matter; what mattered now waited under that mask, struggling to keep itself hidden. His reaching hand tugged at its loosened string, and it fell to the floor silently along with Lockheart's concealing hood. He'd removed the mare's most effective armor, the shield for her emotions to stay dammed up behind. Lockheart might as well have been stripped bare and vulnerable at that point; and the headiness of the young pegasus' breath told him it was a wish they both shared.

"You're beautiful," Waning uttered firmly, more a statement of fact than a compliment, yet her bushy tail flicked excitedly at the word. The pegasus appeared younger than he'd thought, barely in her twenties, her face still softer than the silken cover of her mask. "You've needed this for a long time."

"...Needed what? You a mind-mage now or somethin'?" Lockheart sputtered breathlessly, her sand-colored cheeks flush with excitement, with only the faintest of scars marking across her neck, likely earned in minor training mistakes. Battle and its deadly punishments would change that, if she survived. Hardly half a decade older than her, Waning's own face stood hardened, still bruised on a cheek from Trinket's jabs a few days prior. Her wings gave a halfhearted flutter, but she couldn't look away from the batpony whose attentions she'd earned, his looming stature over her too electrifying to compel the pegasus to think of escape.

"I don't need magic. You hide the urge so well under a mask, but your eyes, they've betrayed you at every turn," the stout batpony replied, his wing brazenly reaching for the door and latching its iron bar behind her, locking the pair in together. "We are alone."

"I could slit your throat right now for even suggesting that I'd want that, you know?! B-Back off, before I-" she barked, more of a whimper than a snarl, the facade cracking into splinters. Waning saw a scared mare before him, thrust into events beyond her control; moreover, one with unspent desires burning underneath, ones that his profession's necessary dangers always compelled him to sate whenever, and with whoever, they were found. Life's pleasures might end any moment, and they were meant to be enjoyed; it was a lesson he'd teach Lockheart himself.

"You won't."

"I-I...I won't," Lockheart wheezed, fidgeting her wings and arms with such agitation yet standing rooted in place, as if her hooves had sprouted roots into the stone. "But it doesn't matter what I want, I can't!"

"Yes, you can," he countered, his hand tracing over and down the mare's shoulders, drawing her into his embrace. Waning's fingers gingerly stroked the base of her wings, drawing a shudder of approval. "You've done it before, at least enough to you know what you want when you see it."

"We 'Eralds aren't supposed to 'ave relations of any kind with the Sunless, save for what is necessary for our mission," Lockheart spat, as if he words sickened her, but offered an excuse. "L-Last time was different, I 'ad a one-time chance and I took it, and it really wasn't worth the bloody risk! it was a stupid mistake, nothin' more."

"This time will be better, because we're both taking that chance. Not just you," Waning hushed, his muzzle leaning down and inhaling the pegasus' poofy teal mane, its coarseness scented of her leather cowl and the mare's own natural fragrance, eliciting that fateful urge in both ponies. His hands dared further, fawning across the Lockheart's slender shoulders, craving to feel the bare fur hidden underneath her armor.

"Will it, really?" she murmured weakly, her voice hinting of mounting desperation for what her duty set as forbidden.

Waning didn't answer. He didn't need to; the overwhelming tension between them demanded that nature take the reins, and little they could do hoped to stop it from washing over them, come what may. Already, the spontaneity of sharing that moment made it better, purer than Lockheart's opportunistic interlude with a drunken stranger at the docks of Carlsbad or slinking off for an encounter with a rowdy sailor in her clandestine travels across the Fathoms. In that desire, Lockheart discovered why the batpony seized her gaze, and the owner of those mysterious hands her dreams imagined slinking behind and seizing every part of her.

"Oh, what the 'ell? Guess I've always been a risk taker; my boss can't control who I share my "sparring" time with, right?" Lockheart mustered with a nervous smile, the signal Waning craved since he'd first met those eyes and wondered who the mare under the mask might be. She angled her muzzle up, meeting his own hungrily, ravenously, each pony aching to fill a void in their lives in an instant of lustful gluttony.

Their arms ensnared each other, then their wings grappled to feel how feathers contrasted so much with leather, straps of annoying armor surrendering their hold to lucky or groping touches before clattering to the floor in heaps of metal and cloth. Tumbling towards the open bed, both comrades missed the mark of that soft landing zone completely, settling for mounting on a large table whose former occupants soon joined the bulk of their armor tumbling onto the floor.

"M-Mmm! Ah, fuck orders, I need to get rightly shagged by a real stallion," Lockheart mewed in a snarl as she lay upon her back with Waning pinning her to the table by the waist. She half-struggled against the stallion's superior strength without real chance of success, the headstrong mare's vulnerability in his grasp exciting her and him to no end. Thrashing her wings, Lockheart knocked a near-empty bottle of Salamander's Folly whiskey aside, almost flinging it to the floor; however, Waning broke their kiss, capturing it with his own wing and lifting the bottle to her nose.

"Careful; break my things, I might decide to break you," he cautioned with a snarl of lust at the prospect, unfascening his chest armor. The batpony's leanly-muscled chest was exposed, revealing plentiful scars rising from underneath his soft-blue fur all along his body, with only the band of his tunic keeping Waning's imposing stallionhood from prodding freely against Lockheart's thigh. "Unless that's what you're after, a few new bruises."

"Gimme that swill stud, and I'll show you 'ow I break things," she huffed, and he obeyed, handing her the bottle of stout alcohol. The mare popped the stopper free just as Waning tugged down her cloth under-armor, exposing the slender beauty of Lockheart's toned figure. Her sandy fur appeared ruffled from frequent contact with her armor, hardly knowing the touch of a styling brush, while the pegasus' hand-filling breasts strained underneath the binding of a simple cloth sash.

Lifting the bottle to her muzzle, Lockheart chugged the spicy liquor in moments, nearly gagging as an intense aftertaste burned a path across her tongue, before tossing the empty bottle against a wall and shattering it into a sprinkle of shards. "Gah, gimma scotch any day over this! Fuckin' gross; 'ow in the world do you people drink that crap?"

"Like this," Waning answered bluntly by diving for a kiss, forcing his tongue into the young mare's muzzle and sharing in the familiar, flaming taste of his favorite brew. The brazenness of his kiss caught Lockheart unaware, witless to stop Waning's hands from tugging at her undergarments, bra and panties vanishing away in the wake of the studly batpony's tongue overpowering her own. Lockheart shuddered, moaning at the slight graze of his sharp fangs, feeling as though she were giving herself away to be ravaged by an underground beast out to mate with her more so than a stallion; yet, Lockheart's wings didn't remain idle, one quietly loosening the band of Waning's coat enough for it to fall away, leaving no armor remaining for either pony to hide behind.

Their garments somewhat discarded, Waning grabbed Lockheart's wrists as they roved along his bare chest fawningly, grasping them with one hand and mounting them to the table with his strength, leaving her helpless against his dominance. Breaking the kiss when he felt himself liberated of clothing, the warrior's hardened cock prodded against the mare's exposed thighs, uttering a feral grunt at how soft the pegasus' fur felt against the head of his member. The batpony stared down to appraise Lockheart's naked form, marveling at how unforgivably-criminal it was that such a fine body always concealed itself beneath armor and shadow, when it deserved nothing more than the adoration of the Fathoms! Or, failing that, all the worship he and his cock had to offer.

Pegasus mares rarely caught Waning's attention; he preferred his own kind, the regality of unicorns or stoutness of earth ponies, as they could take the roughness he often dished out to his partners. Pegasus, with their thin, feathered wings, always looked too fragile to him to be interested in, too breakable, but not Lockheart; her midsection sported a rippled line of firm muscles all the way down to the slight swell of her feminine hips, the body of a born athlete in her prime, with hardly a blemish upon her tan fur. The mare's breasts stood bare for him, their heft aching to fills his hands or feel his maw upon them, each sporting a dark-brown nipple surrounded by matching areola. A flash of pink lay nestled between Lockheart's legs whenever the folds of her waiting pussy flashed into view, their inviting embrace flanked at either side by her slender hips, each showcasing the young mare's cutie-mark; a silver padlock unlatched by a metal key with a heart-shaped handle.

"Trust me stud, you can't break this gal, even if you damn-well wanted to. I'm made of stronger stuff than most," Lockheart boasted with a sneer, licking away the trail of spittle connecting their muzzles before glancing down to sneak a glance at the massive heat Waning packed. "Though you might 'ave a shot at tryin' with that thing..."

The batpony's "great sword" measured up well to his weapon of choice, his entirely dark-grey shaft already swelling slightly at the head, promising a tight fit. Waning's length was more than matched by his girth, giving the booze bottle she'd just broke a run for its money in circumference, while two huge balls swayed underneath his base, almost as big as oranges and surely heavy with spunk! Waning wasn't a bulky fellow, in fact, his power came from a leanness that enabled nimble movement while swooping down precisely with a blade, but those same fine muscles could be put into a different sort of motion entirely, one that would coat the cloud-covered crescent moon upon his flank in a layer of amorously-earned sweat.

"Don't blame me if you can't fly straight in the morning then," Waning dismissed as a matter of course given his size, the batpony already noting Lockheart's faltering confidence at the first glide of his undershaft rubbed along the pegasus' sodden slit. A moment of panic flashed across her face, clearly suspecting that he'd simply shove his dick into her without regard, which would surely bring more pain that pleasure.

"Be careful with that! Y-You're not gonna fit in right if you rush..." she warned with a tentative wiggle against the hand binding her wrists to the table, wings fluttering behind her anxiously.

"I'm in no hurry, not anymore. We're both going to enjoy this Lockheart, we've earned it," Waning snorted back, his free hand grasping the solid base of his dick, grinding its girth along the mare's tender sex. She squirmed, a few muffled groans escaping the lithe mare despite biting down on her lower lip; yet these motions only served to hide his fingers slipping up to fondle her, spreading apart the mare's soft folds and exposing the pink, yielding flesh glistening behind them.

"W-Waning, you bloody tease! D-didn't you just want to shag me 'ard and not just get me all riled-fuck!" Lockheart's complaints at being toyed with petered out the moment Waning's touch invaded her sex, the batpony's thumb fondling her hardened clit while three long fingers thrust inside sharply, deeply, paving the way for his member to follow. Her tightness surprised him, as it was a struggle to slip past his second knuckle until he'd coated each finger in the mare's plentiful, sticky juices; after that, it proved easy enough to finger-fuck the pegasus into whimpering submission, the stallion's steady wrist rocking deep and rhythmically into the sloppy cunt he'd soon be claiming for himself. With any luck, the beautiful mare's pussy would make for a fine place to empty over a week's worth of frustration and raw spunk into, an unwaning desire to inseminate the lass' wanting cunt with his seed almost overpowering the batpony's sensibilities.

"Admit it, you love this Lockheart. Probably been thinking about this from the moment you first saw me, isn't that right? Bet you watched me training in the yard from some dark corner, thinking about what I'd do with a mare like you; well, you're about to find out," the warrior growled, baring his fangs hungrily as the mare trembled beneath his touch, Waning's fingers coated in her juices as they slowly withdrew from her cunt, lining up the rounded head of his cock with her winking folds.

"B-Bastard, tryin' to get me to screech like some 'arlot! S-Should've clubbed you on the 'ead with that bottle when I 'ad the chance, then I'd knock you down to s-Ah!" Lockheart panted a retort, unable to bring herself to deny the batpony's claims, all but confirming them by dodging the question.

"You'll do more than just screech, and be thankful to whatever gods you pay lip-service to that these old walls are still thick enough to hide those screams. Underneath all that anger and armor, you're as much a whore as the busiest wenches in Carlsbad; suits me just fine, because you're my whore now Lockheart, all mine, and I've got exactly what a desperate filly like you needs," Waning asserted with a near-feral snarl, grinding his member along the filly's sodden folds, bathing himself in her essence before lining up his hips.

"I'm nopony's bloody whore you daft wall-'anger, so you'd b-best forget about makin' me scre-!" Lockheart's defiant vow faded away in a low cry of pained pleasure at the sharp thrust of Waning's hips rocking against her own, the stud slipping the whole head of his rod inside her yearning pussy without ceremony.

Waning didn't pause in his motions for an instant, withdrawing and thrusting back inside the mare with mounting force, stealing away her breath and spreading the pegasus' folds wider than any of her uncoordinated one-night-stands ever hoped to. She writhed underneath him, pretending at begrudging accepting his claim to her body, but the creeping smile of relief slipping across her muzzle betrayed the mare's delight at being taken so authoritatively.

"Wrong, Lockheart," He rumbled back, pulling at her wrists and roughly tugging her up against his unyielding chest, their muzzles meeting in a forceful, if brief kiss. He growled, flashing his gleaming fangs at her, reminding the yielding assassin that she'd surrendered herself and her body to him willingly, and he'd be certain to make the most of her. Lockheart trembled slightly in his grasp, more from pleasure than fear, her efforts to balance herself on the unsteady table unwittingly grinding the batpony's cock along her vaginal walls.

"In here, in my quarters, my tent, or wherever other dark corner I choose to claim you, you're mine. You're my whore, and mine alone; obey me, and I promise you'll never feel that troubling itch go unsatisfied, nor any coldness in your bedroll or void between your legs," Waning Cresent's devilish offer slipped huskily into the filly's twitching ear, pulling her clenched wrists behind her back so they rested at the base of her fluttering wings. His free hand focused its attentions on her left breast, grasping its hand-filling softness and giving it a squeeze and earning a sharp yelp for his trouble.

"In battle, I acknowledge that you're my equal, perhaps even superior when range or subterfuge wins the day more than brawn. There's no reason for you to waste time at the target range grandstanding anymore Lockheart, not when that energy could better be spend with me; in bed, I am your Master."

"I-Is that right, that really what you think I want, to belong with somepony else?" She asked in a soft stammer, well aware of the answer, the arousal coursing across her nubile form at his assertion a damning indictment. The word "with" struck him with its earnestness; Lockheart wasn't an object to be hoarded away, but a fellow lost and battered soul, one yearning for a sense of place in the world in either a higher purpose, or perhaps a lover's waiting arms.

"Just say no, Lockheart. Tell me that you haven't spent those gloomy Fathoms nights alone, wishing somepony would swoop in from that darkness to leave you warm all over and keep watch so you don't always have to sleep with one eye open; somepony who inspires the same kind of heat you've been feeling ever since I got first my hands on you," Waning brazenly challenged the Herald's constraint, pulling his hips back into short thrusts up inside her, each rake of his cock across her sex a plea for submission. He slackened his hold on her wrists, giving her that chance to push away or strike back, forcing her to make the choice.

"Tell me that your precious duty serving alongside that bastard mage and walking sack of bones as another of your "Heralds" is more important than being a mare, that you're too high-minded to give yourself over to the lusts of a mere mercenary, and rather value fleeting attentions from drunken sailors. Push me away and say this was another "mistake." Prove me wrong."

"I..." Lockheart sighed, those mesmerizing blue eyes meeting Waning's steely gaze, the young mare's mouth left open searching for something to say, anything to dispute him, but found herself lacking. The formerly-dispassionate assassin saw something new in the mercenary, a hesitation, or even fear perhaps of the pegasus rejecting him. Waning gruffly endured a loneliness that he'd struggled to fill with a death-drive; in her own image, reflected back in those green mirrors, she saw the same fears leading her inability for empathy withering away, undone by the realization that both warrior shared them. Unwilling to be alone, or to leave him in that same darkness, she lent him a simple nod, even cracking into a smirk.

"You're right...It's gonna piss Whiteout off real bad if he ever finds out about this; to 'ell with him, he's got his staff up his ass anyway. Guess the bastard's rubbed off on me; I'd rather you did though Waning, among a lot of other ideas that come to mind whenever I see you swingin' that big old sword 'round in the yard," Lockheart encouraged with a soft breath as he withdrew slightly to give her room to cling to his frame properly, the pegasus slipping her hands free and resting them on the batpony's shoulders, clutching him tight, "I'm a practical sort, so why don't we get started givin' those ideas a real long try together, stud?"

"You'll not find my "swordplay" lacking, Lockheart; been meanin' to give it a new "sheath" anyway. Your cunt'll do just fine, my own little harlot," Waning huffed in brewing lust, holding Lockheart's sides and putting those muscles to work hefting the lightweight pegasus all along his bare cock, bouncing her against his waist with ease and driving his stallionhood deep inside over and over. Lockheart'd made his rutting easy by digging her fingers into his shoulders, unwilling to let go for even a moment, lest their mutual pleasure slow down or slip outside of the mare's wanting sex. Her breasts jolted between them, and the perverse batpony couldn't help imaging all the things he'd do with them from now on, muttering his intentions with an authoritative growl.

"It's criminal to hide your beauty from me anymore, Lockheart. The moment you enter my quarters from now on, you take your clothes off; or I'll tear them apart myself!"

"You'll 'ave to catch me first before I strip down for you, ah! T-Think I got an edge in a straight chase," the pegasus teased, aiming to goad Waning to take her cunt for his own, her boot-covered hooves wrapping themselves around the stallion's flexing backside to ensure little chance of either pony leaving the union of the other's body. "What if I want you to rip 'em to shreds when-uhm, "if" you ever actually catch me? I-I got a neat little magic ring from Whiteout to conjure up any kinda clothes I need to get 'round the Fathoms real subtle-like, bet he d-didn't think we could use it for ourselves-oh, fuck!"

"I've caught you now without much trouble; and maybe if I fuck you hard enough, you won't even think of trying to escape me," Waning surmised the intent of Lockheart's little game, seeing fit to oblige her with steady, unyielding thrusts between the mare's interlocked legs. He crashed into the whimpering pegasus like the powerful waves of the Draken Sea after a cave-quake, the wet sounds of their spirited coupling taking the place of maritime ambiance. The warm and wet heat of sex dripped freely between them, lending the wooden table an entirely new sort of "polish" for the servants to clean up later, neither pony caring if the entire fortress might hear them.

"Maybe if I give you the rutting you've been needing, quench your hot cunt's thirst with my seed-"

"Oh, oh no you don't- If you dare cum in me, I'll fuckin' kill you in your sleep!"

"Noted. I won't be getting any sleep soon anyway."

"B-bloody contrarian batpony basta-Aaarrgh!" Lockheart uttered back in exasperation, latching onto Waning's shoulders tight enough to scrape his fur and burying her head into his panting chest, resting most of her body weight on his stout frame. Greedy for all of his stallionhood, the nimble pegasus wiggled against the warrior's waistline, impaling herself upon it whenever he'd withdrawn most of the shaft from her depths. The sorry state of the Fathoms and the despotic nature of the ruined surface felt like a different world to the two ponies, both set on a path that each readily guesses won't end until nature reaches her crescendo; though only Lockheart, still bound by her mission, offers any hesitation.

"Seriously, you can't risk getting me pregnant Waning, d-don't even think about it; your entire kind, the Fathoms, all of it; you're all damned-Ahh!" Lockheart blurted out the secret intention of her Master, the true intent of the Heralds' mission underground, her pleasure-addled thoughts hoping to caution Waning from starting a chain of events he'd never live to finish and that she lacked the willpower to stop. The pegasus' wings wrapped around the batpony's leathery counterparts as they flapped in time with his thrusts, straining to keep hold of her wits as that elusive peak of ecstasy approached, sure to prove overwhelming.

"Maybe I am damned, and maybe the Fathoms were always forsaken in one way or another; but if you're gonna carry on living for us, I've got every intention to leave a part of me with you. You're almost perfect Lockheart, I could make you perfect," Waning snarled dismissively at the mare's confession, which had the opposite effect of stopping him from claiming her innermost sanctum in the way only a stallion could.

"That is what your cunt wants, isn't it? You can tell yourself how terrible it'd be all you want, grrraagh! I've never felt a mare's snatch so thirsty for seed before; how about it, taking my "damned" cum, letting a lowly Fathom-dweller breed you?"

"We're both dammed anyway, huh? W-Wish I could argue with, w-what, what's 'appening to me, Waning!?" Lockheart mustered a surprised yelp, shuddering as the stallion's indictment coincided with a massive jolt of pleasure across the inexpert pegasus' body, a new sensation of ecstasy sending the once-dauntless assassin reeling beneath the stud. He'd succeeded in giving her what none of her middling forays into sex ever did, young mare experiencing her first orgasm on a stallion's raw cock, its bare flare growing dangerously wider by the moment.

The feeling sang its praises across her every nerve in sharp, shrill tones, Lockheart's unexpected climax washing over her in waves that followed her partner's relentless coupling, the pegasus aching to relish this new height of sensation for all it was worth, regardless of whatever hazards it entailed; if anything, the risk added an urgency to it, an adulation at slipping away from the bondage of her dire mission, trading it in for a new breed of submission in the arms of the mercenary.

"Been wanting to see you cum on my cock. Now it's my turn." Waning snarled abruptly after unleashing several hard, jostling thrusts inside the dazzled filly, the sound of the table grinding against the stone beneath them obscuring his own pleasured gasps. The flare swelled to full mast inside the filly's clenching sex, her mare-cum washing over the batpony's shaft and providing a warm and wet path to her cervix, to which he's more than eager to oblige.

Hilting a final time, the domineering warrior's fanged muzzle opened to cry out in a hard-earned roar of release, his entire maleness growing tense, rigid, and soon throbbing inside Lockheart's soft depths. Raw heat flooded into her once-pristine womb at each shiver-inducing pulse, Waning's seed the very first to claim it, each jet of spunk intent on charting out the pegasus' fertile garden in tireless search of a awaiting egg to greet them.

The batpony loosened his grip upon her wrists, gently settling his larger frame down on top of the mare and meeting her open muzzle in a slow kiss, both ponies riding out their mutual exhaustion and contentment together. In the darkness of the Fathoms, they'd found a glimmer of brightness hidden beneath each other's guarded facades, and neither wished to extinguish that light by acknowledging the world beyond; at least, not while Waning's flare ensured they'd stay very close. Lockheart's freed hands wrapped themselves around his neck, exploring the stallion's sweat-dampened mane and entreating him to stay close.

"You'd better pull out next time, bastard," Lockheart muttered into the batpony's ear, feigning anger, the pooling warmth radiating in her midsection a testament to Waning's worrying potency.

"Sure, if you tell me to stop," he replied with a fanged sneer, indifferent to her request and lacking any sort of sincerity. "Something tells me that's not going to happen, though."

"Somethin' else tells me I won't get the chance," she conceded, closing her eyes and wrapping her hooves around his hips, her tail swishing up to entangle with his as they settled into the other's embrace.

Such a late request would prove fruitless, even if Lockheart could marshal the willpower to ask; for the following morning, during an impromptu sparring session that became a heated romp in the mushroom forests outside Fort Overlook, the first legion of Waning's potent sperm discovered a waiting egg in Lockheart's womb, their chancy encounter unfolding at the peak of her fertile cycle. As Lockheart's relentless strikes at her lover devolved into passionate mews, hundreds of his sperm swarmed the egg, engaged in their own kind of competition, of which only one would claim the spoils. A heated kiss between them marked the moment of conception, Lockheart unknowingly entering the joyous trial of motherhood when one of Waning's tireless sperm breached the barrier protecting her egg and became one with it, ensuring a part of the Fathoms' savage legacy would continue even if the plan of Lockheart's Herald comrades came to fruition...

* * *

"Eight Days Later..."

"Give it to me Waning, fill your mare's cunt up and don't you dare fuckin' stop!" Lockheart's impassioned screams echoed throughout their cavernous hideaway, nested (hopefully) out of earshot of their dragon-cultist comrades by the Hubar River, each pony drenched in the fresh coat of sweat earned in lovemaking. Only slipping free of just enough clothes to achieve penetration, Waning took his pegasus' lover against the stone wall, his fangs gingerly grazing the back of her neck as another load of his seed flooded into her.

"Whatever happened to asking me to pull out? Not that I'm complaining; I'd love to see you try all those fancy moves with your blades after a few months of growing my seed," he questioned with a wicked grin, nibbling at the filly's ear and earning a squeak of annoyance for his action, her feathered wings giving his cheek a halfhearted smack.

"Stop sayin' that! I-I just keep forgettin' to say is all; you're just mad cause I keep kickin' your ass on the sparring field!" Lockheart sputtered, her eyes sparking that wonderful fire that first caught his attention, a sight he couldn't imagine going a day without.

"Maybe I am a sore loser, but I always come out on top of our "rematches" afterwards."

"F-Fuck, are you still cumming?! You've gotta pull it out now-"

"Bit late for that."

"No! I meant, we gotta 'urry back, before the others miss us; they'll think our "strategy meeting" went too long as it is!" the pegasus reminded, trying to pry herself from the wall but making little headway against the batpony's firm hold on her shoulders. "For all we know, that dinky little Ash Knight boat is already 'alfway upriver! I s-still gotta figure the range from my position!"

"As much as I hate to waste good cum, you're right. Just, keep still, I don't wanna splash all over your armor; that'd be even harder to explain than the delay..." Waning agreed, casually holding the jittery pegasus in place and, with a pull backwards, pried the deflating flare of his cock from her winking slit with a lewd popping sound, a pearly trail of white following after it and leaving its mark on her undergarments, but thankfully missing the armor. Her sex leaked a small line of cum, though hardly enough to be little more than a damp patch, given how well his flare had done its duty.

"You're lucky most of it is so deep inside you already."

"Ahh! Warn me before you do that next time, it f-feels real intense when you're still so big," Lockheart chastised while pulling up her britches and reequipping her leather sash, turning around and giving the batpony a quick kiss on the cheek. Swiping her enchanted longbow and quiver from its perch, she turned around at the mouth of the cavern, lending Waning a mischievous smile before extending her wings and flying off into the darkness, snickering at the half-hard state she'd left her lover in. "Oh, and good luck fitting "that" under your armor!"

"Hmmph," he grunted to himself while he gathered his own gear, watching the mare fade out beyond the reach of his darkvision. Waning muttered a faint prayer of protection on her behalf to whatever gods listened, hoping that the little third-rate sloop approaching their ambush position, the Starfish, proved an easier target than the near-disaster that the Maiden's Kiss raid became. As if on cue, a distant lamp shined on a nearby hill, the signal they'd been waiting for all morning; an Ash Knight vessel was approaching the channel...

Author's Note

Some context from the game:

Should be no surprise that the light near the end signals the approach of the game's PCs, who defeated the cultists (and to my surprise, both Waning and Lockheart) in battle, and captured the pair; the party was initially dead-set on killing Lockheart after she nearly one-shotted the leader of their squad (a batpony mage named River Rhythm, whom you can find plenty of art of on Derpiborru!) on the Starfish with her magic bow and deadly enchanted arrows, but Waning offered his and the cultist-forces own surrender if they sparred her life.

Lockheart was heavily wounded in the battle thanks to a powerful spell cast by the mage Stella Chord (that was then nerfed for being broken) and very-nearly died, breaking a wing in the process, but she survived; Waning joined the Ash Knights as a hireling to secure her safety and pay their dues, terminating his contract with Slake, while Lockheart gradually recovers at the Black Gate, the Ash Knight's home fortress. Losing her sympathy for the Heralds and appreciating the plight of the Sunless in the Fathomless Depths, Lockheart's own guarded heart is slowly opening up to helping them defeat her former allies, and to accepting the devoted affections of her batpony lover. Neither are aware of the surprise awaiting them down the line...yet!