Author's Note

This chapter is non-canonical even within the Divergence timeline; it is a "What If?" tale within Divergence's own "What If?" continuity. A dream within a dream, an alternate telling of Chapter Twenty-One.

Featuring Lockwood:

Companion Art is #2554215 on derpibooru.

2: Rarity/Lockwood - A Moment of Weakness (Non-canon)

Showtime wasn't for about an hour from now. That would be more than enough time.

"Lockwood, dear, why don't you lean back and get comfortable? That divan is simply divine," Rarity said, laughing at her own little joke. "And I won't have a gentlecolt like yourself slumped over like he's ready to collapse, not in my dressing room."

Lockwood seemed to realize that he was, in fact, slouching, and so he leaned back onto the rear cushions, scooting against them with a little smile on his face. "Ooh, you're right, this is nice. I should get one of these for my place."

"Comfortable now?"

"Very much so, yes."

She took a seat next to him on the divan so that he was between her and the corner. In this current position, a glance down gave her a view of a portion of his cutie mark, enough to see that it appeared to be an umbrella. She'd never seen it before, since it was usually hidden under his raincoat, and for a moment wondered what it represented.

Then she recalled how cutie mark visibility seemed to be subject to interesting rules: seeing the whole thing or not seeing it was perfectly acceptable. Seeing it partially, however, was seen as provocative, alluring. He couldn't be more suggestive about his intentions if he tried.

"I should thank you again for everything you've done to make this possible," she said, adjusting her dress in such a way that her entire leg was exposed. "There aren't many ponies out there that would put themselves out so readily for a stranger."

"I think you've thanked me quite enough, Rarity," he replied with a smile. "Just seeing you happy with the results is all I need." He seemed to notice her leg and the way she delicately traced her hoof along it, and quickly averted his gaze. "Is it… is it getting hot in here?"

"You really know how to make a lady feel special," she said, leaning against him slightly and biting her lip. "I wish there was something I could do…"

He didn't shy away whatsoever—if anything he leaned against her in turn—which was good enough of a sign for her that she could continue, and so she did. She placed her hooves on both of his shoulders so that they were face-to-face. She took the look of confusion in his eyes as him being nervous that she was making the first move.

"Oh, uh, what's the matter?" he asked, his wings flaring out a bit. "Is there something on my face?"

"Not yet," she said as she used her magic to lock the door.

She pushed him back onto the divan, which was rather easy because, even though she wasn't particularly strong, he was far from being a peak physical specimen himself. She then leaned up to his ear and whispered, "It's alright, darling. Just relax, and let Rarity take care of everything."

"I, uh… I th-think—"

She lifted herself up to straddle him; she could feel that he was excited. "Do you want me, Lockwood?" she asked as she pressed her hoof to his chest. "You don't have to pretend to be shy anymore. I can tell that you do, you wonderful little flirt."

He tensed up when her other hoof caressed his flared wing. "Wh-whoa, I think you've g-got the wrong idea."

"I meant what I said earlier: you look rather dashing in that tuxedo. But now I can't help but wonder…" She pressed her nose against his. "Let's stop beating around the bush, hmm? We're both attractive ponies who are clearly attracted to one another. There's nothing wrong with a little… fun, between friends."

He was breathing heavily, much as she was. She knew he wanted this. She could see it in those gorgeous eyes, feel it in the way his hooves slowly wrapped around her and caressed her back. He looked so anxious and vulnerable, and yet excited at the same time. She closed her eyes and moved to kiss him, and saw him doing the same as she did.

Then, their lips met, and a rush of warmth spread through Rarity's body. She pressed forward into the kiss, parting his lips with her tongue gently and putting her hoof to his cheek to drive it home. She'd always prided herself on how good of a kisser she was, and if he wasn't sold on her by now, this would do the trick.

She pulled away after only a brief moment, then looked into his eyes and smiled, because she could see that he had definitely enjoyed it. She could feel it too, with his burgeoning erection pressing just up against her backside.

"How was—" She started to say.

He interrupted her by reaching a hoof around the back of her head, pulling her forward, and kissing her himself, and though it was just his lips doing the work. She melted into it, that warmth inside her expanding and igniting hotter, and it was at that moment that she realized that he was a good kisser too. A really good kisser, in fact.

So much so that when he pulled away, Rarity felt as if he'd drawn a part of her with him that she'd never get back.

She didn't even say anything as she went back in for another kiss, and this time they met in between. This was no battle of dominance between them, this was a meeting of two individuals who loved kissing and were damn good at it and knew they were. Their tongues didn't clash, they danced, mingling together as one and sharing the space between each other like twins.

They broke from the kiss, both breathless, something Rarity hadn't felt in a very long time indeed from just a kiss. She couldn't even try to hide the elated smile on her face if she wanted, and though his smile wasn't quite as wide it was clearly one belonging to a pony who was riding high off the pleasure of a good, deep kiss.

Rarity diverted her attention just enough that she was able to use her magic to hike up her dress a bit so that it would be easier for her to lift herself onto his erection. All the while, her hooves moved to his tuxedo buttons and undid them so that she could press her hooves to his bare chest.

She leaned in and kissed him along the neck briefly; he did similar, his lips coming up to brush along her ear. When she pulled up to kiss his lips again, she took the time to savor it, to really take note of how good it felt. She noted how the texture of his lips were soft and delicate; she noted how he tasted, knowing for certain what flavor of toothpaste he used: cinnamon, her favorite.

She slid her wet folds—she was amazed at how wet she was from just kissing—along his tip and length to lube him up a bit, then pressed his tip right up against her entrance. It was then, and only then, that she broke the kiss, because she wanted to see his face when he entered her.

A quick glance down told her that Lockwood was no giant by any means. His stallionhood was barely a darker shade than his coat, but uniform in color. Though he was pleasantly handsome, his build was relatively scrawny, and this extended to his endowments; he was average, in all respects, maybe a smidge larger. Rarity didn't mind that one bit, actually, if only because size wasn't a big deal for her.

She only cared if he knew how to use it.

As she let his slightly flared tip pressed into her, she let out a soft gasp; he, in turn, grunted slightly and clenched his eyes shut, as though the experience was too much.

That made Rarity grin just a little; she'd always known that she had a particularly tight tunnel, even after losing her virginity, and knew that it drove the few coltfriends she'd had absolutely wild. She hadn't had a sexual partner in months, so she was feeling particularly tight tonight; she could feel even his moderate size pressing firmly against her walls, making him feel almost bigger than he actually was.

Lockwood, though, seemed like he was just so stunned that this was happening that he didn't really do anything. Rarity felt that was perfectly fine with that as well, because he was so cute like that right now, especially the little moans he was letting out as she sank down further onto him and the way he was breathing and clenching his teeth. He must have been awfully pent up.

She gyrated only briefly, bringing him out again so that just the tip was inside, then sinking back towards his medial ring before rising up again. Though his hips moved only slightly, it was enough to meet her motions and work in tandem together. His hooves moved from her back to her rear, and she gasped as he gave her a delicate little squeeze. He was so gentle that it was more charming than aggressive.

As she rode him gently for now, she kissed down from his lips to his chin, then down to his neck. Growing a bit bold, she sucked hard on a spot halfway down his neck for a moment; he didn't object, just winced and squeezed her derriere a little harder. Once she was satisfied, she tenderly kissed the spot while it reddened. She hadn't given a partner a hickey since she was in high school; it made her giddy, and a little naughty.

Chantilly and Lapel had set this up for the two of them, and now Lockwood would bear the proof that the gift had been accepted and appreciated, all without anypony having to say a word. It would be improper for her to approach Chantilly later and say, "thank you so much for sending Lockwood to my dressing room so we could have sex."

She trailed kisses down his chest next as she continued slowly moving herself on him, enjoying the slow, passionate lovemaking—

No, she had to remind herself that this was not making love. She and Lockwood were just friends, she knew that, and he knew that; the word "love" wasn't going to come into this. This was sex. Just sex. Good sex between good friends. Purely physical, nothing else, no matter how much it felt like making love. She made sure to keep that thought in mind, and hoped he was as well.

She kissed him on the lips again when she pushed herself down onto his medial ring, and kept kissing him as she gyrated herself off of it again and again. Her hooves went to the back of his head to deepen the kiss just as she sunk all the way down.

She found that his flare brushed up against a very sensitive spot, and it was absolutely heavenly. She'd had plenty of past lovers that were certainly skilled at pleasing a mare, but for them it all felt as though they were putting too much effort into it. That Lockwood could just lay back and hit her spot just because of his natural shape was amusing; nothing so cliché as saying they were made for each other, but amusing, and certainly pleasurable.

His hooves moved back up to the small of her back, so that he was really hugging her more than anything else. She liked this position a lot, because it kept her chest pressed against his so that she could just barely feel his heart beating, and he hers. He wasn't an overtly sexual lover, it seemed, and that was more than fine with her; he was a romantic gentlecolt, through and through, and that turned her on as much as any frantic thrusting could.

She lifted herself up, then sank back down. Up, and then down. Out, then back in. Again. Again. Again, this time all the way to the base, earning a pleased grunt from him as she let out her own perfectly ladylike moan. He met her lifts by pulling back just a tad, then thrusting up to meet her when she lowered herself back down; he wasn't just a romantic, he knew what he was doing, and had no problem with letting her take charge, far different from any coltfriend she'd had before.

But she could feel him tensing up a little, and felt his thrusts get less impactful, as though holding back. He broke the kiss, but she leaned in and kissed him again to cut him off. He didn't need to say a word; she knew what he wanted to say just from the way he was moving. A gentlecolt always informed his partner of his impeding climax, if only to avoid a mess or an accident; it was be most unlike the pair of them to risk anything… permanent. Not between just friends.

She then tightly latched her magic around the base of his shaft before lifting herself up and off of him, gasping and moaning as his entire length slid along her insides. Once she was all the way off, she swiftly trailed kisses down his chest again, sliding her whole body down and along the divan as she went, until her lips reached his crotch.

He even smelled like a gentlecolt, with not an ounce of unpleasant musk. He was sweating, certainly, but that was because of this act of passion, not because he was unclean. So, she didn't mind one bit in pleasuring him orally. Typically she didn't perform fellatio with her prior lovers unless they were clean, and often had to request that they cleaned up—yes, sometimes even right in the middle of sex—if they wanted to put their stallionhoods anywhere near her mouth.

While she used her magic to work the base of his shaft, Rarity placed her mouth over his flared tip with relative ease. Thanks to his average size it made everything easier and more agreeable, a wonderful bonus from being, well, average—she wanted to rescind that, actually, as he was more than just a smidge above the average mark, but hardly a giant. A well-hung stallion might be more enticing to look at, perhaps, but Rarity had never felt that size was more crucial than comfort.

She ran her tongue underneath the flare and around the tip, then bobbed her head down to take more of his length into her mouth, all while maintaining eye contact. Unlike other lovers she'd had, he stayed still, not even so much as bucking his hips upwards on accident as her tongue passed over every little vein; unlike other lovers he never put his hooves on her head to force her to take more than she wanted, just stroked her mane like a gentlecolt.

She even managed to smile up at him, despite having her mouth full of his stallionhood. She found that she was able to get him far deeper into her throat than she'd been able to do comfortably with any lover before, and that made her feel rather… good. Like an accomplishment, really. Not something she'd brag about to her friends—what a scandalous thought!—but a personal achievement.

He just remained still, maintaining eye contact right back, meeting her lustful gaze with his own, letting her know with just his eyes that she was amazing. Because of course she was!

"Rarity—" he breathed. He then clenched his eyes shut and threw his head back, right as he came, letting out the softest moan Rarity had ever heard from a lover.

His little utterance had been enough warning for Rarity to prepare herself. She dove down and pushed her lips all the way to the base of his shaft, such that his balls rested right beneath her chin. There'd be no choking or sputtering afterwards, and she could easily breathe through her nose at a normal pace.

The first thick rope of spunk shot out into the back of her throat, followed by another, and another. He was definitely pent up, but luckily didn't produce enough volume at once to bother her. It was easy to swallow it all down as it came, and for her to focus on other things. Her magic shifted down to gently fondle his balls, coxing as much from them as she could so that he was utterly satisfied.

The poor stallion must not have had released in quite a while, since he didn't stop cumming for nearly a minute. It was odd, really; there was no way a stallion like him hadn't slept with a mare once in the past… year or so, if Rarity had a guess based on how much spunk he had to offer. Even then, surely he'd masturbated at least once in that time frame? She'd ask him if it wasn't rude to do so. She didn't want to come off as if she was belittling him.

Only once she was assured that he'd had a complete and satisfying orgasm, that she had milked every last drop of his oddly mild-tasting cum had been released—a lady always swallowed, and she never made a mess—and that he had softened sufficiently, did she remove him from her mouth. She used her tongue to clean his tip and ensure there was no unnecessary dribbling.

She then trailed herself back up, kissing his chest as she went, until they were face-to-face again. "How was it, darling?" she asked, whispering in his ear.

"W-wonderful," he said with an anxious gulp. "You're really… wonderful. Is that okay to say?"

She smirked and nibbled his ear a little. "Complimenting a lady on her sexual technique is certainly okay. I'm glad you enjoyed it. I know I did."

"Ah… did you… er, finish?"

"Nearly, but no, and that's quite alright, dear," she replied, glad he was kind enough to ask. "I would've needed to continue… hmm hmm, riding you, and we didn't exactly bring a condom. There's nothing wrong with little raw fun, but I don't think either of us wanted anything unfortunate?"

"Fair point." He shook his head. "Lay back on the divan. You've been generous to me—"

"Darling, really," Rarity tittered. "After everything you've done for me and my friends, I hardly think you owe me for giving you an orgasm. Even if it was a rather good one, if I might make an assumption?"

"Just… lay back, Rarity. It's only right."

She looked him in the eyes, and saw that he was serious, so she smiled, got off of him, and rested herself comfortably on the divan, legs open so that he could access her. "Well, darling? I'm allll yours."

He didn't even hesitate to dive right in and cup his hooves around her derriere to give both him and her leverage, which surprised her. She usually had to beg and plead to receive cunnilingus from her former lovers, and often they'd ask for something in return, a fact that Rarity always found unfair as she was expected to perform fellatio without recompense.

Because the requests were often for things Rarity considered unladylike—she'd never dream of letting a stallion stick himself in such uncouth areas—she often denied them and as such was denied in turn. She'd have to be truly desperate—or her lover would have to be monumentally talented—to even consider it.

Lockwood wasn't exactly over-eager, so to speak, but he didn't look like he was being forced to do it either. He clearly enjoyed it based on his proud, determined expression—the fact that he was maintaining eye contact the entire time to gauge his work, as she'd done for him, was absolutely hot—but it was less that he loved eating her out as he loved giving his partner pleasure.

How in the world this stallion was still single at his age was beyond her.

And damn it all if he wasn't good at pleasuring a mare orally, either. It made sense that a stallion who was good at kissing would, in turn, be equally skilled at cunnilingus. It was still surprising, though, because he was quick to find the spots that made her gasp and moan. She usually had to provide directions to her lovers, as if reading them a map, but Lockwood definitely knew what he was doing.

His lips grazed her folds like silk, his tongue moving into her and coaxing the sweet nectar from her delicate flower. His nose teased her sensitive little love button, and sometimes he'd graze it with his tongue as well. He didn't hesitate to moan gently into her, like he was savoring some tasty dish, sending rumbly sensations that tickled her just right.

And he was merciless. Rarity had never actually taken a pegasus lover before, so she was unaware of what they could do with their wings in the bedroom. Despite him not being a talented flyer—his admission—he still knew how to use his wings, and ran them along her inner thighs like they were hooves, all while using his hooves to keep her spread open. The sensation of his feathers was a pleasant mix of ticklish and warm, sending little jolts up through her with every brush.

Yes, there was definitely a mystery abounds as to why this stallion was single, especially since he never gave any indication that he was a philanderer.

She didn't have the same restraint he did, she found, because while he'd been a perfect gentlecolt and barely even set a hoof on her while she'd fellated him, she was unable to resist putting her hooves into his mane so he knew how much pleasure she was getting with every tug and squeeze. If anything, she could swear he liked it, that he enjoyed having his mare physically demonstrating their pleasure to him in such a way.

"Lockwood, dear… I'm… close," she whimpered as he sucked on her clit. "Ahh!"

She spread and bucked her hips forward as she came, biting into her fetlock in the process and practically forcing his muzzle into her with her other hoof. She closed her eyes, and though she could no longer see him, she could feel his grip on her rear tighten as he kept his muzzle locked against her slit, keeping her from making a mess on the divan.

She was definitely going to catalogue this orgasm into her top three, something to recall on lonely nights when she had nothing more than her hooves and magic to aid her needs.

Once she'd ridden out her orgasm, he remained there with his head between her thighs, making a show of kissing her slit gently to both tease her and soothe her at once. She looked back down to see that he had momentarily closed his own eyes as well, but their eyes met when he reopened them.

After a moment, once he was certain that she was done, he detached himself from her and joined her on the divan, kissing her neck briefly while pulling her in for an embrace. He was a true gentlecolt, a lover through and through; she couldn't help but feel a little pang of sadness that they'd likely never do this again, ever.

They remained like that for a moment, breathing in each other's scent and enjoying the feel of one another wrapped in an embrace. Rarity always loved to cuddle after sex, and it seemed like he did too, which made this new stage of their friendship feel all the more right.

"That was wonderful," she breathed once she could get her head together again. "I'll say it once more: you really do know how to make a mare feel special."

"So… you enjoyed it?" he asked, looking her in the eyes.

"Very much. Did you?"

He paused if only for a moment, likely just to think of the proper words. "It was wonderful, wasn't it?"

She kissed him briefly, only tasting a distant lingering of herself on his tongue. It was not quite the passionate "I want you" kisses they'd shared earlier, but a definite "I had fun" kiss that sealed the deal away. The sort of kiss you gave to a friend you'd just had sex with, so that you knew that that was all it was: sex. There was no romantic jolt here, no rush of new passion; just a friendly little warm, fuzzy feeling.

As she lay there for a moment, contemplating everything, she recalled what she had thought of when Lockwood told her the story of how Chantilly and Lapel had met. And now that she'd given it a try herself, she had to say that yes, it was absolutely enjoyable to have sex in a dressing room. She almost wished she had brought the fun over to the mirror.

"Normally, darling, I would love to rest and cuddle after such a passionate exchange, but I have a show to put on," she said, nuzzling his neck. "I simply must change out of this dress and reapply my makeup if I'm to be presentable to that crowd out there."

"Oh, absolutely. I figured you would," he said with a nod. He gracefully let her out of the embrace so that she could get off the divan and make for the dress rack to locate a new dress, then rose off the divan himself and rebuttoned his tux. "I'd love to stick around and help if you need it—"

She giggled as she stripped off her dress; at this point, letting Lockwood see all of her was practically inconsequential. She didn't even hesitate to flaunt herself just a little bit for his benefit; she wanted him to gawk and marvel at her, now more than ever, and he was definitely doing just that.

"Darling, if you stuck around much longer I daresay we might find it difficult to leave the dressing room at all." She passed him a small towel as she stepped over to adjust his bowtie; it wasn't quite straight. "You may want to clean yourself up a little as well. There's a restroom down the hall to your left if you need it."

For a brief moment, he looked like he was going to argue to stay precisely for that reason. Instead, the two just looked at one another, a pregnant pause filling the gap as they drank in one another's forms. As she stood there face-to-face again, she had the strongest urge to just close the gap, kiss him, and shove him back onto the divan for another round.

But she resisted.

She cleared her throat. "Well!" she said, her smile returning, "I believe you have delivered your well wishes, so perhaps it would be a good idea to take your seat out there and get ready for the show? I still have to get myself ready and ensure Insipid is put-together."

He smiled and nodded, heading for the door, though perhaps a little too quickly. "Yeah, sounds good to me. Good luck out there, Rarity. I'm sure you'll knock them flat," he said with a confident grin.

"Thank you, darling. For everything."

*****

Lockwood returned home late that evening after Rarity and Insipid ensured that he made it to his apartment safely, and after waving them off with a big smile and closing up his door, he allowed the smile to fall and for his head to bang against the nearest wall, again, and again, and again, in a futile attempt to give himself a concussion.

He hated himself for what he'd done, and yes, it was all on him. He knew he could have easily stopped it, but that split-second of hesitation had turned into a minute and into more than that. More than anything he hated how much he liked it, and on how damn right it felt while still feeling so very, very wrong.

He stepped into the bathroom at a pace that could only be described as groggy, hanging his head as though he'd been delivered world-shattering news. He stripped off his tuxedo without much care for keeping it straight or neat, stepped into the shower, and turned it on full blast at the coldest temperature it could go.

As he looked off at nothing in particular, the only thing he could do was breathe, allow freezing cold water pour all over him. He muttered to himself, "I… am a terrible pony…"