The room was quiet save for the soft sounds of a pencil running against paper. Sitting at his desk Clockwork, the schools principle, was busily going over reports for the school day. The only things that ran through the chocolate colored unicorn were numbers, names, sick letters, and class attendance sheets. Leaning his body back, the stallion rubbed the side of his head to relieve and calm his frantic mind. Deciding to take a short break, he turned his chair around and stared out of his large office window. Greeting his field of vision was the school playground that bore no youth running around. Of course that would change in a few minutes when the lunch ball rang.

Looking past the background, he could see the busy streets of Manehattan filled with life as ponies and other races went about their daily tasks. The sun was shining from behind a large commercial building and pegasi were moving in clouds for an afternoon rain shower. The city was beautiful on the outside, yet hidden beneath its exterior were monsters that festered in it. There wasn't a day that could go by without a page in the Manehattan press that told of another mugging or murder.

Of course living in Manehattan since his youth, Clockwork became accustomed to the nature of the city, and over the years he changed him as well, some for the good, while some for the worst. His parents were poor folk that were always juggling different jobs and never seemed to be him for him, yet what little money they saved up for him, it was used up on his schooling. He was thankful for them and proved it to be worth it when he graduated at the top of his class.

Of course graduating at the top of class made Clockwork…work around the clock at his tasks, which in turn gave him his cutie mark. A simple clock that for some reason had a large crack down the middle of it. He knew he had a talent for working with time on his side but the crack was a puzzle in its own right. Whatever it entailed, he never truly figured it out.

Being a top student, he had a more curious nature to things happening around the city and why it happened. He began to read about articles in the paper and even tried to dive into the mind of killers and rapists and played out their vile acts in his head. Sadly one of those ended up sticking with him. When he parents were still around, he would always hear his mom screaming and beating his dad out of frustration and sadness that planted the seeds for him to slowly resent mares.

Closing the blinds on the window, he looked away from it with a distasteful face. Clockwork moved his forehoof up and stared at a small cracked watch ticking away.

11:56.

Nearly time for lunch and nearly time for something else. Looking back towards his desk, Clockwork stared at a small intercom box just slightly buried under some papers. He calmly removed the papers from obstructing it and looked over it.

It was a simple intercom that let him speak into any room he wanted, and eying room 3's button, he brought his rough hoof to it and pressed down on it. From the classroom a soft ding could be heard before he spoke up.

"Miss Cheerilee. I would like to see you in my office at 12:15." He spoke with an older voice that sounded like it was raspy and vile.

"Y-yes sir." A soft yet worried voice that had nothing but resentment towards him answered back.

Clockwork couldn't help but smile at how afraid she sounded but tried to mask it in front of her students. Cheerilee was a good mare. Fresh out of college with a teaching degree beneath her hooves and ready to take on the world. Sadly the world had a tendency to fight back. The poor mare lived in the downtown area of Manehattan where all the low lives and thugs continued to rot in daily. Her older sister, Berry…something, developed a drinking problem and both their parents were rather elderly folks that needed constant help to get by in their old age.

Clockwork may have been a cold hearted stallion but he still cared for his teachers. Hearing about her grief, he gave her an offer for extra money. When she first heard about it, her eyes lit up with excitement, but as he went into detail about it, her happiness turned into grief and she would have quit her job, if it wasn't for the fact that the other schools in the city were already full stacked with teachers. In fact, Cheerilee was lucky to get the job in the first place, considering the old teacher ended up on the front page as the newest victim of a brutal mugging gone badly.

The deal was simple. Give him a sweet release during school hours and not say a word to anyone about it. At first she declined and tried to take a second job as a bar tender down at some ran down joint near her place. That didn't last long, as she had to deal with drunken lechers and violent zebras that tried to get inside of her work skirt many a times. Not even a week working at it, and she quit but the need for bits started to grow on her. Her sister's habit started to get out of hoof, her parents medicine costs started to raise, and slowly and surely Cheerilee couldn't keep up with it. Eventually she had no choice but to take his deal.

He found Cheerilee to be the perfect scapegoat for him. She had a future she wanted to achieve and just took the beating from the world without fighting back to get to it.

The school ball rang, and cut him off from his train of thought. Turning his attention to his lower desk drawer, he opened it up and grabbed a small bag that held a small lunch for him. It was nothing grand just a daisy sandwich and an apple from some nearby Kiwi-mart run by Alpacas. As he grabbed the magic and put his teeth to it, he knew right away it was far from perfection, course that's what you get when you buy from foreigners.

Turning his head back to the window he wished he didn't have to been born in the rotting city. He could settle for Canterlot, Trottingham, or even Vanhoover other than this place. Looking down at his watch again he saw the time.

12:03

He still had 12 minutes before Cheerilee would show up. Suddenly a knock at his door made his chair swing around while he still tried to swallow the first bite of the apple.

"Come in."

The office door slowly opened and a peach earth mare with soft red hair trotted inside holding a stack of papers on her back.

"Ah, hello Daisy. New batch of resumes for me?"

"That along with a transfer letter." She replied in a soft, yet elegant tone.

She didn't even say hello to him.

"Oh? Who would that be for?"

"Miss Cheerilee down in room 3. Apparently the poor mare's parents passed away last night, and she's looking to try and start over with life down in a small town called Ponyville."

Clockwork felt a hint of sadness for the mare, yet kept his expression neutral.

"I…see. It's going to be a shame to lose a teacher like her. All her students loved her so much because she was so good at her job. I'm surprised she came to work today with her parents death so sudden." He said as he tossed the putrid apple he was holding into a nearby trash can.

"As much as it pains her to show up, she just wanted to teach and put it off of her mind for the day. She actually never told any of the staff but I saw her parents name in the paper. I applaud her commitment to her job." Daisy replied by grabbing the stack of papers on her back, with her teeth, and putting it on his desk.

"True enough. I've already got a meeting with her in a few minutes so I can give her my condolences and wish her safe passage to the country. Is there anything else in these papers I should know about?" He replied in an educated tone as he leaned onto his desk and put both his front hooves together.

"No Mr. Clock. Only the transfer and the resumes. Now if you excuse me I have a lunch date with my husband. I'll see you after lunch." Daisy said with a flip of her mane as she turned around and walked for the door.

"Have a nice lunch Daisy. Oh! And happy Hearts and Hooves day." He said as his lecherous eyes locked onto her backside.

"You as well sir." She said not even looking back at him.

If it was true that Cheerilee was transferring, then he would have to pick a new mare to enjoy on his break. Watching Daisy exit his room and close the door behind her, His eyes travelled to the stack of papers and noticed her transfer was on the top. Quickly picking it up, in a rather urked tone, he noted she was indeed transferring. Usually the transfer had to be run by him first, before it could get approved by the director of the school, but one could easily be given the circumstances for Cheerilee, it didn't need to go by him.

As he looked over the sheet, she would be moving in about 5 days to her new location. Clockwork envied her a bit. To find a way of the rotting city and to the countryside away from all the horrors of the city would be a dream come true for him. He would love to start off and live a better life as well, yet the city had already sucked him in forever. For him, all he could do was simply live on and stay alive. With a soft sigh he looked at his watch again.

12:13. Any minute now.

Grabbing his bag, he pulled out his daisy sandwich and looked over it. Just like the apple, it didn't look edible but food was food, and since he already tossed the apple, he had to eat the sandwich.

"Last time I buy lunch from an Alpaca…" He rasped in a venomous tone as he bit into it.

Quickly downing the sandwich, he quickly looked back at his watch.

12:15

That's when he heard another knock.

"Come in."

The door opened and at the doorway stood the mare he had called down. There stood the beautiful fuchsia-colored mare named Cheerilee. A simple earth pony, yet she had that natural pony that Pegasus lacked, and unicorn over did. She had a poofy 2-toned pink mane that bounced gently with every step of her hooves. Over her round flank she bore the cutie mark of 3 smiling sunflowers that showed her talent was helping younger fillies and foals blossom forth. Turning his eyes from her body, he stared into her grayish harlequin colored eyes and saw the look of a defeated mare. Normally she was more tough and ready, but not today.

"Ahh, miss Cheerilee~ Come in, come in~" Clockwork remarked calmly as he closed his eyes and smiled at her.

She didn't smile back and just closed the door. Taking a single step forward, she saw his eyes open up and stare at her.

"Forgetting something?" He remarked dastardly.

Cheerilee's frown deepened as she turned around and quickly flicked the lock, putting herself into a very familiar prison.

"How are you feeling Cheerilee?" He kept his tone as calm and soothing as possible, hoping that a sympathetic approach would slowly pry any resistance away from her.

"I-I'm fine…" She answered back as she nodded her head as she approached his desk.

He could tell her voice wasn't the same as usual. Usually she had a bit more life in her speech, but now it just sounded like she was holding onto a sinking brick in the sea.

"Oh? Are you sure? I heard from one of secretaries that you're parents passed the other night."

He quickly noticed her expression deepened as the words passed through her ears and became a deafening echo.

"I wish to pass along my condolences, and would like to say you got an unbreakable spirit to come and work today."

Leaning his back into his chair, he simply watched her blink and stare quietly at the floor.

"Thank you sir…" Cheerilee said after a moment's pause, and moved her eyes to stare at her transfer paper just sitting in front of him.

"I see you looking at your transfer here. While I'm happy for you to finally escape those rotting city, the whole school is going to miss you…" Clockwork said quickly changing the topic into one he wanted.

His tone became slightly colder as he grabbed the sheet in a golden aura of magic. Cheerilee felt a shiver down her spine as she continued to stare at it.

"I-I think it's for the better…" Cheerilee commented softly.

"It's a shame. The students always looked up to you as the best teacher in this school. Not a single day I would walk in the halls and hear about how great of a teacher you are…"

Cheerilee could see the coldness in his voice as he continued to speak.

"I feel like I'm losing my most valuable asset."

She could hear the venom almost seething off of his tongue as he spoke.

"Miss Cheerilee?"

Cheerilee slowly lifted her head to meet his eyes for the first time in the conversation. She saw nothing but an empty void inside of his black pupils. It almost feel just looking into them, she felt her soul decaying.

"I'm sorry, I was…preoccupied." She said quickly in hopes she wouldn't anger him.

"Don't be sorry. You have full reason to be." He replied calmly.

Cheerilee only got more worried. Though he sounded calm, she could almost feel hatred radiating from his being.

"Like I was saying before it's going to be difficult finding a teacher to replace you after you leave. You've set the bar so high that we may not be able to reach it." He said as he got out of his chair and walked around his desk.

Cheerilee's heart skipped several beats as she heard his rough hooves beat against the rough carpet below him. She slowly put her head down and hoped he wasn't planning to do what he usually did. She wanted to run and escape him but knew it would be futile. He had magic while she didn't and threats that hung above her head like a noose, kept her standing still. One slip of his snake like tongue telling the press that she had pleasured a school principle for extra money would ruin her life forever. She knew he would end up in jail for a long time for blackmailing her but without any money and a burnt reputation; she would be just another victim of the ever rotting city of Manehattan.

"To lose a beautiful teacher like you…It's almost enough to make a stallion cry…" He said almost ominously as he brushed his nose against her poofy mane.

Clockwork could smell her shampoo she always used on it. It had a cherry smell he was so accustomed to smelling on a daily basis. He never got tired of its scent and almost wanted to get the same brand for his wife at home.

"I-I'm not beautiful…" She blurted out still staring at the ground, shivering all over.

"Oh? What makes you say that? If you weren't a beautiful mare then I won't enjoy having work under me…"

This time his words echoed over her flank as he nuzzled her sunflower cutie mark.

"I…I feel dirty and…used." She whimpered out feeling his warm breath travel over his soft haunches.

"Do you? Well in a few days you'll be speaking a different tune. I once heard that Ponyville was mostly a small town occupied by mostly female ponies. You know just because stallions like me ain't around doesn't mean you'll forget about the feeling…"

He stopped at her rear and slowly moved her tail upwards to eye his prize for the day.

"Please…can we do this tomorrow? Now doesn't feel right…" Cheerilee said quietly realizing she wasn't mentally prepared for the act.

"Shut up."

Before she could react, she felt his hard hoof greet her in the cheek. If anyone was in the desk outside of his room, they would have heard it echo. Cheerilee wanted to nurse her burning cheek but feared for getting hit again, should she move. Clockwork simply withdrew his hoof and moved it back to the floor.

"Just because you're free from me in a few days doesn't mean you can ask me to not do what you get paid extra for. Of course if that's what you want then I could take the bits off for the next few days and leave you with barely any money to travel."

She wanted to say yes, but she needed all the money for the move to Ponyville. She already dealt with his perversions for the past year and she only had a few more days to bear it, even with her parents death she wasn't going to show any weakness.

"No. I'm…sorry. I know my place…" She stammered out holding back her tears.

"Hmph, you act strong but you're just weak. Of course that's how most of your mares are. You put on strong faces to mask your pathetic lives." He said as he moved her tail back up.

His words cut the air like a knife and Cheerilee froze up as the knife almost seemed to travel into her heart. Cheerilee quickly felt a wetness in her lady parts that wasn't hers. She could feel his vile tongue take a single lick at her folds.

"Society seems to favor the mares of Equestria it seems. While I've wasted my life in this wrenched city with no escape, mares like you are given a chance to improve elsewhere."

She could feel his scruffy tail brush against her near and he moved back into her view.

"Every fucking day I read about someone dying or another mugging in this putrid cesspool! I should be the one to escape this place! Yet I'm bound by my chain while yours managed to slip off your neck."

His words were filled with nothing but hate mostly directed at her for some reason. Slightly closing her back legs, she looked back at his face. With a deep sigh, he simply lifted his body into the air and placed his back against the wooden desk, making Cheerilee notice his slightly growing erection that was starting to appear.

"Least the chain I have on you lasts for a few more days…" He said as he looked back at his watched.

12:21

"You know what to do." He said soullessly as he moved his eyes back to hers.

For a brief second Cheerilee hesitated and she noticed his expression deepen to the point that he was going to snap. Swallowing back the lump in her throat, she moved her soft hoof forward and touched is hard shaft. Feeling the vile and unwashed member in her hoof, she slowly crept forward but was quickly met with another hoof to the face.

"Hurry up you useless mare."

Again his words felt like a knife to her chest. Normally she would just take it but her mind and will were already damaged enough from the last few days. Cheerilee notices his penis twitch after she got struck in the face by him. Doing her best to stop herself from crying, she opened her mouth and started her descent for it.

As she wrapped her wet lips around it, Clockwork felt nothing from it and stared at the roof with a neutral expression on his face. On other days she felt like she was getting pleasured by an A+ rated whore, but now he felt like he was getting sucked up by a novice who never sucked a dick before. Her bobs started out unsteady, very shaky, and didn't improve at all. He was getting a bit annoyed with her slack jobbed performance and struck her face again. The force of the slap caused her to whimper and move her mouth off his erection.

"Unless you start acting like you truly mean to pleasure me, I suggest you buck the fuck up and make me happy." He grunted at her as he pulled her face back in front of it.

This time she couldn't hold herself back and started to cry. Clockwork said nothing as she whimpered and didn't worry about anyone hearing her. No one would be at the front desk and he never got any ponies popping in to bother him at lunch.

"Hmph. You're crying it seems. You truly are a weak bitch." He grunted out as he moved his hoof to her mane and ran it through while she just looked at his erection with teary vision.

"You know what? Fuck it. I'll do this myself. Turn around." He said very annoyed as he stood up and let his man meat dangle below his stomach.

"Pl-please, I…can't…not now…" Cheerilee whimpered softly.

Clockwork simply bucked his wooden desk, and watched her tense up as the sound echoed throughout the room. Cheerilee knew the next action would be another slap to her face but her mind didn't want to take it.

"H-how about after school!? Pl-GAH!" Cheerilee stammered out but was quickly cut off as she watched his brown horn glow a bright golden color, and then felt something grasping onto her neck. She struggled for air as she felt herself being lifted into it by the magical energy coming from him.

"I'm being very lenient with you right now miss Cheerilee. I hear another word come from that mouth of yours and you'll regret it more than anything else."

His voice was no longer cold. No, his voice was now frozen icicles ready to stab her relentlessly. Wanting to get free, she started to wiggle her legs but quickly stopped once she found it harder to breathe moving them. Realizing he could end up hurter her more, she nodded her head to show she would comply.

Clockwork simply smirked and released his magic from around her neck, and watched her fall to the floor with a soft thud. Again he went quiet as she held her throat and coughed for air until she was at a stable level of acceptance.

"Turn around."

Cheerilee swallow a bit more air, and slowly complied again. Getting back to her standing point, Cheerilee slowly turned around and presented herself to him. Clockwork watched her tail move away, and he noticed her pussy just waiting. With a heavily sigh of relief, he formed a glob of spit in his mouth and directed it at his hoof and rub his erection to act as a form of lubrication for it. Rising up on his hindlegs, he placed both his hooves against her cutie marks to block out the smiling faces. Twisting his foreleg a bit, he looked at the time.

12:25

Looking back down at his twitching erection, he used his magic and his hips to perfectly line it up with the intended target. Cheerilee simply stared teary-eyed at the carpet flooring and waited. The push came fast.

"MHM!" She whimpered as she bit her lips to block out the pain of it ramming into her.

She wasn't tight, nor was she loose at all. Over the course of the months of plowing her daily, his dick had carved into her perfectly, and made her cunt a perfect fit. As much as he loved it, he wished she wasn't as dry as the Celestia-damned Saddle Arabian sand lands.

Noticing his erection only got less than half way in, he pulled out a bit and then pushed once again.

"A-HA!" She whimpered as her face rested against the hard carpet.

"Stop your whining." He grunted and then repeated the process once last time before he was in.

Clockwork smirked as his hips finally met hers. He was in his mare. His property, until she was done in his school. His smirked died quickly as he thought about this being the last few ruttings he would ever give her. Leaning his body forward, his rested his chest on top of her soft and warm back.

"You know…I'll miss our alone time together." He remarked as he stuck his tongue out and licked at the stream of tears running down her eye.

Cheerilee said nothing, and felt nothing but hatred and disgust for him. She felt no simulation from his small thrusts but she knew she would in a minute.

"You were my favorite teacher Cheerilee. It's a shame your parents had to die, though I bet they would have died of a heart attack when they found out their little mare was just a whore…" He whispered into her ear as his thrusts became timed out and steady.

"D-don't talk about my parents." She spoke out in defiance of his previous order.

"I said, shut, up!" He snarled as he gave her one powerful thrust.

The force of his thrust made Cheerilee's whole body shift forward on the hard carpet, giving her a slight rug burn. She couldn't stop her painful moan escape her throat.

"What would mommy and daddy think about their little mare pleasuring a dirty old stallion like me for money? Would they think less of you? They sure as tartarus wouldn't be proud of you." He grunted out putting his power into his thrusts.

This time Cheerilee stayed quiet and just took it.

"What would you tell them? That you love being rutted like a common whore everyday?"

Both ponies started to feel a small wetness form between the both of them. Clockwork loved it and picked up his pace, while Cheerilee loathed it and pushed her face harder into the carpet.

"Would you tell them you loved being fucked like this? Why don't you tell them that? Look to the roof and tell them you loved being fucked!" He grunted as he thrusts went harder and got more painful for her.

"P-please don't…" She cried.

Clockwork answered back by giving her another slap. Cheerilee quickly moved her front hooves beside her head to shield anymore abuse.

"Say it!" He commanded as he lit up his horn.

Cheerilee became short of breath as he used the same spell and started to choke her neck with his magic. She knew she couldn't last long considering her heart rate was going fast. She couldn't bare to scream those horrid words to the heavens but her breath got completely off and she had no choice.

"I…I…"

He loosened up on his spell.

"I can't hear you."

"I…lo…love being…"

He dropped the spell.

"I love being…fucked…"

Clockwork chuckled and raised his head up, while moving his front hooves to press against her neck.

"One more time!" He demanded feeling his climax starting to peak for him.

Cheerilee was getting more wet and her throat started to get more dry.

"I love being fucked!" She cried arching her head to the roof and speaking to the heavens.

"Heheh, like I said. Weak. Useless. Mare!" He snarled as his climax got that much closer.

"You better be on the pill!" He snapped at her.

Cheerilee's eyes jolted open with fear. He never came inside of her in the months she was forced to pleasure him. He would usually pull out and make her suck it and then swallow so none of it got on the carpet. Today he didn't clear if the carpet got stained, heck he actually wanted it to have a stain so he could always remember his favorite mare. Cheerilee could feel his balls hitting her hard and braced her body for it.

In mere seconds his orgasm swelled within him and then got drained into the sobbing mare. Clockwork groaned as he felt each bit of pent up energy release into her folds. Once he was empty, he quickly pulled out and watched her rear fall to the carpet. He could hear his breath going quickly as well as hers.

Moving away from her body, she quickly curled up into a ball and stared at the wall in shame. It was never worth the shame to being used like she was, but the need for bits and the welfare of her alcoholic sister made her do it every day.

Clockwork's smile died down as he turned around and walked for his desk. Finally catching her breath, and getting her sobbing to an bearable level, she stood up and felt his vile seed drip from inside of her and onto the floor. For a brief second Clockwork eyes the dripping cunt and thought about taking another go at her. But he didn't the novelty of the act wore off and he was ready to finish work for the rest of the day. Reaching into his top drawer, get grabbed a roll of toilet paper and tossed it to her. Under the paper roll was a playpony magazine for those days when she called in sick. Of course teachers were only allowed 7 sick days so he never made it to the last pony in the magazine.

"Clean up and get out." He simply ordered as he started to look over the resumes for her replacement.

Cheerilee simply sniveled and grabbed the roll of paper and tore a long piece off. Disregarding him, she dug around inside of her abused cunt to try and get what amount of seed she could reach, out of her.

It took a few minutes but she finally stopped sobbing and looked professional again as she tossed the sticky pieces into a nearby trash can. Without looking at him, she turned for the door and unlocked it to leave.

"Miss Cheerilee."

Cheerilee stopped walking and simply listened without turning around.

"Happy Hearts and Hooves day. Same time tomorrow."

Cheerilee didn't reply and simply exited the room and shut the door behind her. Clockwork smiled and looked at his watch.

12:30. 15 minutes like usual.