Cupcakes: The Musical

by SweeneyXoz

Rating: teen
Tags: Dark, Alternate Universe, Doctor Whooves, Granny Smith, Main 6, Other, Lyra, Romance, Trixie, Octavia, Spike, Comedy, Derpy Hooves, Crossover, Mr. Cake, Fancypants, Tragedy, Cheerilee, Big Macintosh, Mrs. Cake, Fleur de Lis, Gore, My Little Pony: Friendship is Magic
Length: 27860

A new spin on two well-known tales. The horror story everyone loves with a "Sweeney" twist!

Set in an alternate version of the Ponyville we're familiar with, Cupcakes: The Musical blends elements of our favorite horror story with the musical fun of Sweeney Todd: The Demon Barber of Fleet Street. Here's the story:
This musical tells the story of Pinkamena Diane Pie, alias Pinkie Pie, who returns to Ponyville after 15 years' exile to the Everfree Forest on false charges. When she learns from her former landlady Rarity that her best friend has died, due the actions of the friendship-hungry Judge Twilight Sparkle (who's bought the "loyalty" of Rainbow Dash), she vows revenge in the best ways she knows: through baking and singing!

Credit goes to Stephen Sondheim and Hugh Wheeler for the 1979 musical from which the music is drawn and Sergeant Sprinkles for the story from which this draws inspiration.

CAST (Original - New)
Sweeney Todd/Benjamin Barker - Pinkie Pie/Pinkamena Diane Pie
Mrs. Nellie Lovett - Rarity
Anthony Hope - Applejack
Johanna Barker - Fluttershy
Judge Turpin - Twilight Sparkle
Tobias Ragg - Spike
Beadle Bamford - Rainbow Dash
Lucy Barker - Ditzy Doo
Adolfo Pirelli - The Great and Powerful Trixie! :D
Ghost Soprano - Octavia
Ghost Alto - Cheerilee
Ghost Tenor - Doctor Whooves
Ghost Bass - Big Macintosh
Beggar Woman - Derpy Hooves

Published 2011-11-23 06:31:07 UTC
Last updated 2012-01-27 02:46:40 UTC

Act I: Part II

Exterior of the library/mansion

Applejack wanders the streets of Ponyville, crunching on an apple that doesn't seem to be in the best condition. She tosses the rest in a wastebin and looks at her map. Ponies pass by, but above the hustle and bustle, the most beautiful singing she's ever heard floats down to her. She looks up to see a young, yellow pegasus staring out of a library window, obscured by bars. Clasps hold down her wings and prevent her from escaping. Despite her captivity, she is surrounded by critters that nuzzle her gently.

Applejack: Well, golly.

Fluttershy

White bunny, hummingbird,

Little mouse, bluebird,

Why stay here with me?

How can you willingly

Hide inside these walls,

Never to be free?

Outside is nature,

Beckoning, beckoning, ,

Oustide this window.

Why remain, my friends,

Even when you tend

To have no place to go?

Why stay here with me,

My friends?

Why stay here with me?

White bunny, hummingbird,

Little mouse, bluebird,

Why stay here with me?

Is it out of kindness you cheer me up?

Trying to be helpful or just suck-ups?

Are you cheery or weary

Or simply crazy?

Are you alert

Or are you lazy?

Robin and mockingbird,

Are you waiting,

Hoping to be found?

Is that why, without a word,

You're accomodating

Being pushed around?

Inside these lonely halls

Few friends have I.

Some creatures are kind,

Most others are wry.

Although I feel hated by

These poor critters,

I'll help them to be less bitter.

White bunny, hummingbird,

Little mouse, bluebird,

Why stay here with me?

I think, because you're kind,

You shan't leave.

Applejack stands transfixed before the window. Finally regaining her senses, she begins to sing.

Applejack

All across Equestria

I've seen wonders

From the Appleloosa Plains

To the gems of Dragon Cave.

But not even in Ponyville...

Have I seen such a huge house!

She looks up at the window as Fluttershy begins feeding her animal friends seeds and scraps of bread.

Applejack

Lady, look over, look over here, oh.

Throw some money down to me, oh.

Favor me, favor me with your cash.

Oh, miss.

Why do you, why do you stare and sing,

Bathed in so much bling, oh?

Won't you give, won't you give me some bits?

Who'd go to the Plains

In search of gold?

When on Library Lane

Is just treasure laying 'round.

Oh, miss.

Look at you, look at you, yellow.

Almost like me, oh.

Look at you looking so rich, but sad?

Promise...

Not to go back into your mansion,

Into your splendor.

Not til you, not til you talk to me.

Talk to--

Applejack / Fluttershy

Me! / White bunny, hummingbird,

Talk to / Little mouse, bluebird,

Me! / Why stay here with me?

Fluttershy

If you truly care...

Applejack / Fluttershy

Talk to me... / Help me leave...

Fluttershy, having wondered where the singing was coming from, finally looks down. Applejack gives a wave and Fluttershy gives a squeak before ducking below the windowsill. The animals also scatter. She slowly peers up and blinks several times at Applejack, before a door opens behind her. She turns away in fear and glances desperately to Applejack. Before Applejack can call out, Fluttershy moves away from the window and is gone. The crazy, old beggar pony from before re-enters.

Derpy Hooves

Bits, bits for a miserable filly

Derpy Hooves: (noticing Applejack, she points to her) Say, don't I know you, miss? Well, derp me! It's you, miss! (Applejack gives her a bit) Thank ya, thank ya kindly!

Applejack: Just a moment, ma'am. D'ya know who owns this here mansion?

Derpy Hooves: (suddenly nervous) That? Oh, that;s what used to be the library 'round here. Belongs to the judge and wizard Twilight Sparkle now.

Applejack: And the sweet pegasus with the clasps on her wings?

Derpy Hooves: Ah, her? That's F-- Fluttershy, Judge Sparkle's ward. But don't go messin' 'round there, else it'll be the dungeon for ya! Or perhaps exile... Or the moon! (cackles crazily)

Derpy Hooves

Oi, cowgirl, how 'bout a little pastry

A muffin or two or three?

They're all mighty tasty!

Applejack: Off with ya! Shoo!

The beggar cackles once again and turns away. She slowly makes her way off-stage

Derpy Hooves

Bits, bits for a pitiful pony...

Applejack shakes her head and makes her way to a bench, where a turquoise unicorn is sitting in a rather unusual position.

Lyra: So, uh, you new around here?

Applejack simply stares at the window

Lyra: Okay... well, I'm gonna go now.

She gets up and exits as a shadowy figure appears by the window again.

Applejack

I see you, Fluttershy.

I see you.

I nearly believed that you were

A rich snob like most, but now I

See that you are nothing like them,

Fluttershy.

I'll save you, Fluttershy.

I'll save you.

The figure disappears and, after a few moments, the mansion doors swing open. By now, the streets are empty. Applejack stands up, hoping to see, Fluttershy, but the imposing figure of Twilight Sparkle appears instead. Her cruel, conniving behavior seen earlier is gone, replaced by simple friendliness.

Twilight Sparkle: It's awfully cold out here. Would you like to come inside?

Quite unsure, Applejack steps inside and the doors close.

Library/mansion interior

Twilight Sparkle leads Applejack into a large hall consisting of many books. It appears the library has had enormous extensions over the years. Doors, stairs, and corridors spiral off in every direction. In the middle of the room is a large meeting table with books stacked high.

Twilight Sparkle: Once again, I'm terribly sorry about the orchard. Some things just fade away with time, you know.

Applejack: It's alright. My family can't be too far away. I expect I'll see 'em again.

Twilight Sparkle: Yes, well would you care to sit?

Applejack: (sits as Twilight pours two cups of apple cider) Ponyville's changed so much these past few years. I almost don't recognize it.

Rainbow Dash silently floats in behind Applejack. She sets herself next to her, frightening the earth pony somewhat.

Twilight Sparkle: So, once a farmer, and now a sailor. Quite a drastic change in profession.

Applejack: Yes, well, I thought I'd see a bit more of the world before I settle down on a new farm.

Twilight Sparkle: (gets up to examine some cook-books) Right. But to become a good farmer, one must be a skilled cook. Would you say you are a good cook?

Applejack: (becoming more nervous) I beg your pardon?

Twilight Sparkle: I have something of a sweet tooth, you see. I've spent years gathering as many candiess and baked goods as possible, no matter who I've had to take it from. Botan Rice candies of Japan... bon-bons of Germany... sweet licorice from France...  coffee candies of India... lollipops of Russia... I keep some locked away in a safe and some recipes in my books. But it's not my only passion. (turns to Applejack) Friendship also happens to be something I care deeply about. Tell me, have you ever had a friend?

Applejack: (laughs unenthusiastically) You betcha! Loads of friends! Yup. Friends as far as the eye can see.

Twilight Sparkle: Funny. Because I've spent 15 years trying to study the magic of friendship for the princess. Yet not once have I encountered any pony worthy of the title of "friend," save one. And you would seek to steal her wouldn't you?

Rainboe Dash gets up from her chair and approaches the back of Applejack's chair.

Applejack: Please, Judge Sparkle, I didn't--

Twilight Sparkle: (angrily) Think. You didn't think. Well, let me tell you what I think. If I ever see you on my street again or even looking anywhere near Fluttershy, you'll regret the day your father bucked your mother!

Applejack is frozen with fear at Twilight's cruel words, but she doesn't stop.

Twilight Sparkle: Fluttershy is my friend! My companion and no pony else's!

She nods to Rainbow Dash, who easily lifts the terrified mare and flies her out the back door. Applejack mouth simply gapes in fear, unable to scream.

Back alley behind the mansion

Rainbow Dash tosses Applejack into the alley, splashing mud and filthy water. She struggles to rise as Rainbow Dash flutters over confidently.

Rainbow Dash: If it's the orchard you're looking for, you'll find it right out this alleyway. Then there's a street that'll take you to the edge of town. Right back there.

Applejack turns and Rainbow kicks her in the back of the head, knocking her to the ground. Rainbow Dash falls back laughing, then gets back up

Rainbow Dash: Now you heard Ms. Sparkle. (presses her hoof onto Applejack's neck) Set one hoof near this place again, I won't be so nice. (puts on a pair of shades) Deal with it. (returns to the mansion and slams the door shut)

Applejack rises and sits down on a nearby barrel. She looks up at the mansion and sings to herself.

Applejack

I'll save you, Fluttershy.

I'll save you.

Do they think that clasps can hold you?

Surely you must have a strong will.

I will wait outside here for you.

Ready to catch you in your pink mane!

(struggles to rise and begins stumbling out of the alley)

I see you, Fluttershy.

And someday I'll save you!

'Til I see you then,

I'll keep you sane,

Ready to catch you in your pink mane!

She gazes powerfully once again at Fluttershy's window, more resolved than ever before.

The Ponyville marketplace

Pinkie Pie and Rarity push their way through the crowd. The sounds of shopkeepers shouting sales and shoppers shouting orders almost drown out their voices.

Pinkie Pie: So she comes this way every Thursday, you say?

Rarity: Nay. Wednesday. It's Wednesday, Pinkie Pie.

Pinkie Pie: Oh, right.

They reach the center of the marketplace where the largest crowd has gathered. A large wagon with a stage extension dominates the scene with a large sign bearing the words "The Great and Powerful Trixie -- Personal Baker to Princess Celestia, Sorceress, and Alchemist Extraordinaire" hangs overhead.

Rarity: Now Pinkie, are you absolutely sure you can take her on? She's famous!

Pinkie Pie: Without a doubt. None of these ponies has truly lived until they've tried one of my baked goods. (sees Rainbow Dash among the crowd) Nor the opposite...

Rarity: Hold on, Ms. P. We can't be sure how good her memory is. What if she recognizes you!?

Pinkie Pie: No pony ever accomplished anything without a little risk. (approaches Rainbow from behind)

Before Pinkie can act, a baby dragon wearing a mask runs onto the stage from the wagon with a scroll in hand. A fanfare strikes up and moves quickly as he begins to speak.

Spike

Fillies and gentlecolts!

May I have your attention, please?

Do you look every morning through a cupboard that's bare

And feel that you could use a good bit of hair,

Be you stallion or mare?

Well, fillies and gentlecolts,

From now on snacking will be a breeze!

Enjoying snacks will no longer be bore

For I have something magical and tasty in store.

Gentlecolts, you are about to see something what was empty space,

(pulls off the mask, revealing a mustache)

On the front of my face!

(twiddles the mustache for all to see)

Not even a month ago, gentlecolts,

I came down with an unheard-of disease!

Not only was hunger affixing on me,

The mustache I'd grown was nowhere I could see,

I went to the doctors with only one plea!

Help me please the ladies!

There was naught they could do

'Til my good friend came through.

The Great and Powerful Trixie, to you.

Came up with a treat to erase all my shame

And restore what honor was once in my name.

Like a flame,

I'm no longer so tame!

(winks at a mare in the crowd)

'Twas the Amazing

Trixie's Magic Cupcake.

That's how I got my break,

Pinkie swear.

(Pinkie Pie shouts "Hey!")

You can get right aboard with the uptake

And never have to bake

For your mare.

(approaches a rather fat stallion)

How about a cupcake, mister?

Only costs a single, tiny bit.

Spike / Customers

Go ahead and tug, sir / A bit for one cupcake, I don't know.

And it's quite sung, sir / It's too high.

-- / Let's just go.

Spike

And does Trixie's satisfy your hunger?

Well, just as I've sung, sir,

You'll feel fit.

Take just one bite

And in a little mite

You'll feel that belt get less tight

Bit by bit!

Even one bite

Makes everything alright.

But, just to be safe, sir,

If you want it chock-full,

Better buy a boxful.

See that lady,

Mane so pretty!

You can tell she's

Just used Trixie's!

Customers

Let me have a cupcake!

Make that two!

Ponies begin swarming Spike, demanding more cupcakes. Frantically, he hands them out as they toss more and more bits. Pinkie Pie gets ahold of one and is disqusted by the smell. However, she quickly formulates a plan.

Pinkie Pie

(loudly, to Rarity)

Excuse me miss, isn't that smell just vile?

Rarity

Are we standing near an old dirt pile?

Pinkie Pie

Must be standing near an old dirt pile!

Other ponies take note of the smell and also become disqusted. A few even notice several worms.

Spike

(panicking, attempts to distract the customers)

Buy the Amazing Trixie's

Magic Cupcake!

It's wonderfully baked!

Trixie swears.

Try these baked goods.

When they see it's not fake

You'll certainly have your take

Of the mares!

Would you like to try a box, sir?

Pinkie Pie

(to Snips)

Excuse me, Snips.

Do these look like chips?

Rarity

These look like-- ugh!

Pinkie Pie

These're chips. Chips with worms.

Spike

See the Amazing

Trixie's Magic Cupcake.

Won't give you a headache,

It's so good!

Only Trixie's

Is the stuff you should take.

It'll make your mind quake

And it should!

Trust the Amazing

Trixie's Magic Cupcake.

Every one she will make

Is a gift.

Just the Amazing

Trixie's Magic Cupcake,

Will help you, for your sake.

Customers

What about the money?

Spike

This must be a mistake.

Customers

What about the money?

Tell us, where's this Trixie?

Go and get your Trixie!

Spike and Customers

Tell the pony who bakes / What about the money?

Trixie's Magic Cupcakes, / Tell us where's this Trixie!?

If your faith starts to shake. / --

Spike

Just let Trixie

Help you with a moustache!

Pinkie Pie

Do not give him your cash

For this baked bad!

Spike

Yes, just try Trixie's

It'll be delicious

And it's oh so scrumptious!

Rarity

What a cad!

The doors of the wagon fly open, revealing an angry-looking, blue unicorn in an extravagant costume. She glances over the crowd, searching for the cause of the disruption.

Trixie

The Great and Powerful Trixie,

Princess of bakers, baker for princesses,

Shall now grace all of you

With song from her lips!

And I, the Great Trixie, immediately

Demand that somepony

Tell me who has the nerve to say

My cupcakes are but chips!

Who gives me these rips!?

Pinkie Pie: (steps forward) That'd be me! I am Pinkie Pie, confectioner of Sweet Street. And it is I who say that your cupcakes are nothing but chips and worms! (in a lower voice) With some soda and lemon juice thrown in, too.

The crowd gasps at Pinkie's bold statement. Before Trixie can answer her claim, she continues.

Pinkie Pie: And, "Great and Powerful Trixie," I may not have served any princesses, at least not that I remember, but I'll bet I can bake a treat sixty-three point seven percent tastier than any run-of-the-mill baker!

She opens the bag she's been carrying and pulls out her fanciest baking utensils. The crowd gasps in awe and give a few suspicious looks at the hacksaw.

Pinkie Pie: Wow. I didn't think you guys'd like these so much.

Rarity: They are the best in Equestria!

Pinkie Pie: Hows-about you and I have a little competition. My tools against five of your bits. How about them apples?

Applejack: (shopping at another stall, perks up) Huh? Apples?

Applejack turns back to shopping, not seeing Pinkie Pie, and the rest of the crowd. Meanwhile, the rest of the crowd talk amongst themselves, wondering whether Trixie is brave enough to accept the challenge.

Trixie: Of course I'll accept your petty challenge. I, the Great and Powerful Trixie, am far greater than any--

Rarity: Oh, she's not really going to say it.

Trixie: (neighs) Nay-sayers here! Spike!

Pinkie Pie: Okie dokie Loki. Anypony for a free cupcake?

Two ponies, licking their chops at the thought of free food, step up from the audience and sit in chairs brought out by Spike. Two additional ponies, a rather tall stallion and a slightly chubby mare, also step up with bags.

Mrs. Cake: And we'd be happy to provide the ingredients, wouldn't we sweetie?

Mr. Cake: But, I-- (sighs) Yes, dear.

Mrs. Cake: Oh, come on. (sarcastically) It's not like Sugarcube Corner closed down or anything...

Pinkie Pie: Great! Would Rainbow Dash be the judge?

Rainbow Dash flies up from the crowd, basking in the admiration.

Rainbow Dash: Of course! Always happy to lend a helping hoof. (pulls out a whistle) Ready?

Trixie: Ready!

Pinkie Pie: Ready.

Rainbow Dash: The quickest made and most delicious cupcake is the winner! (blows the shrill whistle)

Trixie and Pinkie Pie begin setting up their baking stations. Pinkie Pie merely wipes her instruments while Trixie sets about measuring and pouring ingredients. The music moves quickly and sharply.

Trixie

Now signpuledro, signori,

Whatever that means,

Just watch as

Our friend here careens off this stage.

Signpuledro, signori,

You happen to see

A mare who has baked cupcakes for the princess!

Now, Ms. Pinkie, whatever,

This little naysayer

Would probably say it was just the mayor,

But yes!

It was the princess!

To bake a cupcake,

Of such a high grade,

Not a single mistake

Can be allowed to be made.

Because if you slip

You slop the mix,

Not easy to fix

And must be remade!

Trixie looks over at Pinkie Pie, who seems happy enough to listen to Trixie's singing. Her bowls and ingredients have yet to be touched. Now even more confident, Trixie becomes more concerned with putting on a show than actually baking.

Trixie

To bake a cupcake,

Or even a tart,

Without the right parts

You can't even start.

Not just a quick flash

It takes more than a dash

Of love that comes straight

From your heart.

Trixie mixes her ingredients together as Pinkie Pie continues watching, oblivious.

Trixie

To bake a cupcake,

To make muffins,

To make some ice cream,

Taste like a good dream,

This is a gift. 'Twas granted

Straight to me by Princess

Celestia!

It requires the smell!

It requires the taste.

It requires the will

To try every paste!

It requires the smarts!

It requires the aaaaaaaarts!

As Trixie holds her last note, Pinkie Pie gasps and, in a matter of seconds, throws her ingredients into her bowl, quickly stirs and pours, and shoves the mix into the oven. Almost impossibly, she pulls it right back out, revealing a large and magnificent cupcake. She shoves it into the mouth of her volunteer. He chews and swallows and a smile beams on his face.

Rainbow Dash: (blows whistle) The winner is Pie!

Trixie stare in shock at Pinkie andthe crowd bursts into applause.

Rarity: Well, goodness! That looked like the most delicious pastry I've ever seen!

Trixie: (approaches and bows to Pinkie) Very well. I concede to a mightier baker than any I've ever known.

Pinkie Pie: Enough talk! Time is bits!

Trixie: Right.

Trixie retrieves five bits from her purse and drops them into Pinkie's hoof.

Trixie: I wish you the best of luck Ms. Pie (a bit threateningly) You never know when you might need it. Let's be off, Spike.

Spike: Huh? Now? But everypony's celebrating!

Trixie lifts a sack of flour with her magic and smacks it across Spike's face, staining him with the white powder.

Trixie: I said, let's be off, Spike.

Rarity frowns in sympathy at the sight as she walks with Pinkie Pie towards Rainbow Dash. Many ponies block their way, asking whether she owns her own shop.

Snails: I'd love some of your cupcakes, Ms. Pie! Do you have a candy shop?

Rarity: Well, of course she does! Pinkie Pie's Capricious Confectionery! (quickly) Conveniently located above the famous Rarity's Carousel Boutique.

Pinkie Pie: (upon reaching Rainbow Dash) Thank you very much, Ms. Dash, for your fair judging.

Rainbow Dash: (attempting horribly at modesty) Oh, come now. I'm always most loyal to my friends and neighbors. Now you said your shop's on Sweet Street?

Pinkie Pie: Yes, indeedy!

Rainbow Dash: Awesome. I'll be happy to drop by for one of your magnificent cupcakes before the week is out.

Pinkie Pie: I'll be happy to serve you, and I, cross my heart, hope to fly, stick a cupcake in my eye, promise to guarantee you, without a bit's charge, the sweetest, most delicious cupcake you will ever know.

Act I: Part III

Exterior of a street

Pinkie Pie and Rarity walk away from the marketplace and down a wide, yet empty, street.

Rarity: ...just saying you should be more careful about who you introduce yourself to. You're quite lucky Rainbow Dash had no idea who you were. Then again, she never was the brightest apple in the bunch. Have you ever had apples? There used to be a farm outside town, but it closed down. As I recall, it was...

Pinkie Pie ignores Rarity's incessant chattering and focuses on the road ahead, an expression of deep thought on her face. Four ghostly ponies step out from the alleyways and stand next to each other.

Big Macintosh

Pinkie focused and Pinkie thought

Over the trail of bait she'd wrought.

Doctor Whooves

Leaving the bread crumbs, marking the path,

Setting up Rainbow Dash to feel her wrath.

Cheerilee

Pinkie wrapped her mind 'round her plan

Trying to think of a sounder plan.

Ghost Chorus

Assembling the actors, setting the stage,

Ensuring she controlled every page.

Pinkie...

The chorus melds back into the crowd and continue walking. The focus is once again on Pinkie Pie and Rarity as they turn around the corner, now completely alone.

Rarity: ... and then she told me she wanted French haute couture! Can you believe that!? I mean, really. Where does she think she is? France!? Anyway-- (notices Pinkie is still thinking) Pinkie Pie, are you listening? Pinkie? Pinkie!

Pinkie Pie: (snaps back to reality) Wha? Who? Oh, right. (chuckles nervously) Just got a little carried away.

Interior of Twilight Sparkle's mansion

Fluttershy sits in her room and stares sadly into her mirror. She slowly brushes her mane and glances at a few pictures and drawings of the outside world. Twilight Sparkle looks at her through a small hole in the opposite wall. She's lifting a quill and a piece of parchment with her magic and furiously taking notes on her behavior.

Fluttershy: (sighs) It's like everypony's forgotten about me.

Twilight Sparkle: (takes a few notes and then, to herself) Not everypony...

Exterior of Twilight Sparkle's mansion

Applejack walks along the street, kicking the occasional stone and looking up at Fluttershy's window.

Applejack: Oh, Fluttershy. I'd love to get you outta there, but I just can't get inside. The windows are barred and the doors are all bolted. If I just had a key or a-- a key! That's it!

Applejack looks up at Fluttershy's window again and hurls a pebble at it. It clatters off and draws Fluttershy's attention. She approaches the window and smiles and waves.

Applejack: Fluttershy! Throw me a key! I can get you out if you throw me a key!

Fluttershy nods in confirmation and walks away from the window. She returns, opens the window, and throws an obscure object, which lands in front of the fence. Applejack happily trots to the object, revealing it to be... a cookie. She appears to be unamused and looks back up at the window.

Applejack: I said a key! A key! You know? K-E-Y?

Fluttershy seems to understand Applejack's message and runs back, presumably to retrieve a key. After a short while, she doesn't return.

Applejack: Consarn it! I thought I was close. Oh, well. There's always tomorrow I guess.

Applejack walks down the road to Sweet Street while Twilight, unseen from below, shouts at a cowering Fluttershy.

Interior of Pinkie Pie's sweet shop

Pinkie Pie is at work sharpening her tools as Rarity pulls the cover off an old-fashioned oven. Dust fills the air and a metallic ring travels up its pipe.

Rarity: Not exactly in the best condition, but it's served me well over the years. Why, I remember just a few winters ago I had to cook my dear, sweet Opal. Although I have to admit, she was rather filling.

The rest of the shop appears to be restored, if only slightly drab in some areas. A few streamers hang from the ceiling and some of the color has rejuvenated the cheery atmosphere. Pinkie Pie sets slams down her tools and storms over to the window to glare at the town.

Pinkie Pie: Grrrrrrr. Where's Rainbow Dash! She told me she wanted cupcakes, but I haven't so much as seen her on Sweet Street! Maybe if I interrogated somepony...

Rarity: I don't think that'll be necessary. Besides, you only saw her just yesterday. And it's still morning.

Pinkie Pie grumbles and moves back to her baking station. She shifts about, unsure of what to do.

Rarity

Hold your horses.

Just calm down.

Rest yourself, we'll wipe

Off that frown.

Think of baking

For the town.

Whoa.

Just calm down.

Think of a joke.

Perhaps think about

Making Rainbow croak?

Let yourself laugh.

Let it stoke.

Whoa.

Pinkie Pie halts, but doesn't respond. She still glares sternly at the floor.

Rarity

Perhaps a few balloons

Or some ribbons?

Wouldn't that be fun?

I know you love balloons

And new ribbons

Like almost everyone.

Ah, whoa, dear, whoa.

Pinkie Pie throws herself on a couch and groans loudly and dramatically.

Pinkie Pie: But I wanna bake cupcakes nooooowwww!

Rarity: And you will! Just be patient. Rainbow Dash will have to get hungry sooner or later.

Rarity

Don't you know,

Sweet Pinkie,

The fun's in writing

The recipe.

Do you want your cakes

To be too sloppy?

Whoa.

Pinkie Pie starts to smile at these words and Rarity moves closer to comfort her.

Rarity

Maybe just a dozen

Of those ribbons.

Don't know, darling.

Or a smidgeon?

A hint of a smile appears on Pinkie's face as the two look at each other before a knock is heard at the door. Pinkie immediately grabs her hacksaw while Rarity turns to answer the door. Before she has a chance to see who is ringing, Applejack bursts in.

Applejack: Ms. Pie! Just the pony I wanted to see!

Pinkie quickly conceals the hacksaw behind her back and approaches Applejack. Rarity simply sits in shock in front of the rather rude guest.

Applejack: Oh, and, uh...

Rarity: Rarity. Call me Rarity.

Applejack: Right. Sorry. Anyhooves, there's this filly I saw earlier. Poor girl's being kept away, alone, unloved, and rich too! Very, very rich.

Pinkie Pie: Hmmmm, this sounds important somehow...

Applejack: Oh, I don't know. Could be the fact that she's practically being held hostage! She's a poor pegasus named Fluttershy and there's some psychotic unicorn keeping her locked away. Her name's Twilight Sparkle and in all my years, I've never met anypony as crazy about finding the "magic of friendship" as her.

Rarity glances at Pinkie Pie, who seems to be clueless.

Applejack: This Judge Sparkle... she's just plum crazy! When  she leaves to do whatever it is judges do, I'm gonna get the poor girl out of there! Well, assuming I get a plan together...

Rarity: (to herself) Well, isn't that convenient?

Applejack: Convenient?

Rarity: Uh, convenient for you, darling! Of course!

Applejack: Okay, but listen. Once I break her out of there, we're gonna need someplace safe to stay for a few hours. I'll need to find some way to get those clasps off her wings. (looks at Pinkie Pie) If you'd just let us stay here for an hour or two, I'll be indebted to you 'til the day I die.

Pinkie Pie: (as Rarity is about to speak and without thinking) Okie dokie Loki.

Applejack: Golly. Didn't expect you to agree so quickly. Thank you so much! (gallops out the door)

Rarity: Um, Pinkie Pie? You do know who she was talking about, right?

Pinkie Pie: Duh! I can't believe it's all working out so well!

Rarity: Even though Applejack intends to take Fluttershy to the farthest regions of Equestria?

Pinkie Pie: (chuckles darkly) Whoever said I'd let her do that? I've always wanted to try apple-flavored cupcakes!

Rarity: I suppose that could work out. So long as that poor, little Fluttershy gets into the hooves of someone who can care for her properly. (looks out the window to see Applejack leaves and sees the Great and Powerful Trixie, with Spike in tow) Oh, my! Pinkie Pie, we have some visitors.

Pinkie Pie: (runs over to the window) Ooh! Is it Rainbow Dash? Or maybe Twi-- (gasps, then looks at Rarity). It's the swindler from the marketplace. You watch the baby dragon. I'll have a little chat with our friend, the Great and Powerful Trixie.

Exterior of Pinkie Pie's sweet shop

Rarity rushes down the steps to greet Trixie and Spike. Above the Carousel Boutique sign is the new Pinkie Pie's Capricious Confectionery sign.

Trixie: Pardon me, but is Ms. Pinkie Pie home?

Rarity: Most certainly. Although she's rather busy at the moment. Much business to attend to. (looks at Spike) Well, would you look at this poor boy. Looks like he hasn't had a decent bite in ages!

Spike: Actually, I'll eat just about--

Rarity: (shoves her hoof in Spike's mouth) You see? Poor dear could use a gem or two. I still have some of my special store.

Trixie: (impatiently) Yes, that's fine, but I simply must see Ms. Pie.

Trixie ascends the stairs as Rarity leads Spike into the boutique.

Rarity: And perhaps you'd like to try on some of my designs. I'm sure you'll look smashing.

Spike gulps and they step inside the door.

Interior of Pinkie Pie's sweet shop

Pinkie Pie stands still and waits for Trixie to enter. Trixie steps inside.

Trixie: Ms. Pie.

Pinkie Pie: Ms. Great and Powerful Trixie.

Trixie: Oh, please. Why don't we just drop the act. It's Trixie. Just Trixie. "The Great and Powerful Trixie" is just my stage name. Now, if you'll excuse me, I'd like my bits back.

Pinkie Pie: But I won, fair and square!

Trixie: Ha! Fair? You call entering a competition under false pretenses fair? From now on, half your profits will go to me. After all, I do deserve it...

Pinkie Pie laughs at the idea and falls to the floor giggling until Trixie adds:

Trixie: Ms. Pinkamena Diane Pie.

Pinkie stops giggling and freezes.

Interior of Carousel Boutique

Soon after Spike devours a plate of gems, Rarity sets another on the table.

Rarity: Now, then. These are my last sapphires so try to--

Spike swallows the entire plate in one gulp.

Rarity: Savor it... No matter. At least you're eating. Why, I remember this tennis-playing pony who always worked up an appetite quite like yours. And he did have the most interesting moustache.

Spike: To tell the truth ma'am-- (takes off his moustache and sets it on the table) --it does get awful itchy.

Interior of Pinkie Pie's sweet shop

Trixie is pacing back and forth, looking about the shop as a helpless Pinkie watches.

Trixie: Yes, perhaps a picture of me over here, some of my clothes over here. Yes, I remember this place well. After all, you did hire me for a short while, to perform such menial tasks as dusting and sweeping. In fact, you never once let me so much as touch your baking tools... Pinkamena Diane Pie. (smiles cruelly at Pinkie) Honestly, I don't know how you had no idea it was me. I only put four words in front of my name for Celestia's sake! No matter, though. (turns around to face the kitchen) Unless you'd like me to fetch my good friend, Rainbow Dash, I think you're out of options. How about that Ms. Pinkie P--

As Trixie turns around again, a frying pan flies toward her face and smashes against her cheek. Dazed and confused, she barely manages to stand. Pinkie pulls the frying pan back and swings against the other side of her face, sending blood and teeth flying and knocking her out cold.

Interior of Carousel Boutique

Rarity hears the thumps from above and creates more noise as she searches her closet for clothes for Spike to try.

Rarity: Oh, goodness me. What a mess it can be back here! Organized chaos, I like to call it! (returns from the closet with a cheaply-made, frilly suit) I'm sure this will be an excellent fit for you.

Spike: (scared) Oh, boy...

Rarity struggles to fit the suit onto Spike as she continues speaking.

Rarity: So, tell me. (groans) How did you end up with such an unkind-- (groans) --mare?

Spike: If you really wanna know, I fell out of the window at Princess Celestia's School for Gifted Unicorns, if you can believe that. Some incident with a student losing control. Trixie found me and-- (groans) --took me in. Speaking of which, Trixie's having a one-percent-off sale in an hour! She can't be late for that! (the suit snaps off like a rubber band) If she's late, it'll be all my fault! (runs out the door)

Rarity: Wait! Whoa! Whatever! Just come back!

She calls after him too late. Spike is already running up the stairs.

Interior of Pinkie Pie's sweet shop

Spike bursts in the door to see Pinkie Pie lazily licking a candy cane.

Spike: Ms. Pie? Where's the Great and Powerful Trixie!?

Pinkie Pie: I'm sorry. Since Trixie's most recent batch of cupcakes was so panned, she's fled Ponyville in embarrassment. You should probably go after her.

Spike: Well, it's not the first time it's happened. She'll probably come back though, as the Stupendous and Mystifying Trixie or something like that. No pony ever seems to notice the difference. I should just wait here for her.

Spike sits down in a chair next to the ice box, from which Trixie's hoof is protruding. He doesn't seem to notice, but the sight is making Pinkie Pie nervous.

Pinkie Pie: Well, while you're waiting, don't you think Ms. Rarity has some more gems for you?

Spike: I'm not sure, but she's quite a looker if you ask me.

Trixie's hoof twitches. Spike doesn't notice, but Pinkie Pie starts to sweat.

Pinkie Pie: A growing dragon needs plenty of gems, doesn't he?

Spike: Actually, I think we really need to eat silver to breathe our fire. At least, that's what I heard on a TV show once.

Trixie's hand continues twitching and nearly touches Spike.

Pinkie Pie: (nervously attempting to be cheerful) I'm sure Rarity knows the answer! You should ask her!

Spike: As much as I'd love to be around her, I really should wait here for Trixie.

Pinkie Pie: Well, I know for a fact that Rarity has a secret stash of rubies I'm sure she'd be happy to share with you!

Spike: (leaps out of the chair and starts drooling) Rubies? Rarity and rubies... (dreamily exits)

Pinkie Pie lets out a long sigh of relief and locks the door. She hurries back to the ice box and throws open the lid. A light shines off Pinkie Pie's hacksaw and nearly blinds her. She looks from Trixie (who is slowly regaining consciousness) and the hacksaw, realizing this is the point of no return. In a daze, she picks it up and pulls up Trixie. She snaps awake just as Pinkie furiously slashes across Trixie's throat, scattering blood across the ice box. The piercing whistle heard in the beginning sounds off again as the cut is made. The ghost chorus approaches from the shadowy corners and surrounds Pinkie Pie.

Doctor Whooves

Her hooves were giddy with deathly cheer.

To anyone else she would appear...

Cheerilee

To never fret and to never cry.

Yet nopony ever knew what under lied.

Octavia

At least the ones who did not die

With Pinkie Pie,

The spastic baker of Sweet Street.

Company

See your hacksaw shine, Pinkie,

Watch its jagged edge

As ponies tumble over that dark,

Hellish ledge.

Interior of the chapel

The chapel is illuminated only by a few candles and is shrouded in mist. Dominating the rear of the room is a large, stained-glass window depicting the six unknown wielders of the Elements of Harmony firing a blast of magic at the evil Night Mare Moon. Above them is an image of Princess Celestia in all her glory. The words "NEVER FORGET THEIR SACRIFICE" are displayed in bright red and cast themselves down on Twilight Sparkle, who is kneeling before the altar. She throws her hooves in the air and cries out.

Twilight Sparkle

Mea culpa, mea culpa.

Mea maxima culpa.

Mea maxima, maxima culpa!

Celestia forgive me! Contain me!

Forgive me! Restrain me! Dissuade me!

Fluttershy, Fluttershy,

So suddenly a grown mare,

The light behind your window--

Illuminates your mane,

Fluttershy, Fluttershy.

The sun-- The sun reflects off your--

No!

Celestia!

Deliver me! Deliver me!

Down!

Down.

Down...

Fluttershy, Fluttershy,

I study you in darkness.

Waiting by your window,

Looking on the world.

Your voice lifts, Fluttershy

So soft and kind and innocent--

Celestia!

Deliver me!

Filth.

Leave me!

Fluttershy, Fluttershy,

I've basked in your kindness,

Hoping you'd be my friend.

You twist me, Fluttershy,

And tempt me with your innocence,

You tempt with those golden---

No!

Celestia!

Deliver me!

It will

End

Now! It will

End

Right

Now,

Right

Now,

Right

Now...

Fluttershy, Fluttershy,

You can't stay any longer

The world lies before you

You wish to fly away

You stir me, Fluttershy

So suddenly a grown mare.

I cannot watch you one more day--

Celestia!

Deliver me!

Celestia!

Deliver me!

Celestia!

Deliver--!

CELESTIA!!!

Fluttershy, Fluttershy,

I'll be with you forever.

I'll take you as my lover,

Fluttershy, Fluttershy.

The world will never harm you.

I'll take you as my lover.

As years pass, Fluttershy,

You'll help find magic in my

Life, not as a friend.

But as much more.

Fluttershy, Fluttershy,

I'll hold you here forever then

You'll keep away from windows and

You'll

Deliver me.

Fluttershy.

From this

End--

Less

Torment

With your

Soft,

Gold,

Cool,

Virgin

Hooves.

She falls to the floor, her mind in agony, before the candles all blow out.

Act I: Part IV

Exterior of the library/mansion

Applejack carefully approaches the exterior of the mansion once again and sees the window is open. Fluttershy is staring longingly at the world, her face stained with tears. Applejack is out of her view so she doesn't take notice of the pony wishing she could help somehow. She begins to express her fears.

Fluttershy

She means to become my girlfriend,

What shall I do?

I feel so scared.

Applejack

I have a plan.

Fluttershy

Then again, it might not be so bad

At least for life,

I'll be prepared.

Applejack

I have a plan!

Fluttershy

Oh, dear. Was that a noise?

Applejack

A plan!

Fluttershy

Some kind of scary beast?

Applejack

A plan!

Fluttershy

It couldn't be!

She left to pray,

Before court today.

Still, that was a noise...

Wasn't it a noise?

I must be crazy...

Applejack

(in frustration)

Listen to me!

Fluttershy

Oh, miss.

Applejack

Yes, miss.

Fluttershy

Oh, miss.

If she should become my girlfriend,

That would be weird,

She's like my mom.

Applejack

We flee tonight.

Fluttershy

Right now, it's Friday. In two days

She will bed me,

I can't stay calm

Applejack

We flee tonight.

Fluttershy

Right under the floor!

Applejack

Tonight.

Fluttershy

Think I heard some more!

Applejack

Tonight!

Fluttershy / Applejack

It was the door! / I'm at your door.

It's the door! / It ain't the door,

Wait, do we have a door? / No one's at the door.

We always have before! / If you'd just be quiet and--

Wait, there's another click, / --

I must have heard that-- / Listen to me!

Fluttershy

Of course.

Applejack

Listen to me!

Fluttershy

We leave tonight?

Applejack

The plan is made!

Fluttershy

Oh, miss!

Applejack

So just listen to me!

Fluttershy

I feel a fright.

Applejack

Don't be afraid!

Fluttershy / Applejack

I think I / Tonight I'll

Love you, even as I / Steal

Saw you, even as you / You

First appeared before my / Fluttershy!

Eyes and stole my heart. / --

I'll steal you...

Applejack

Then would you marry me Monday,

So you'll be safe?

Fluttershy

Oh, I'd love to!

Applejack

St. Bart's at noon.

Fluttershy / Applejack

I thought for sure that my whole life / --

Would be for naught, until you came / --

I thought you'd gone away, / Oh, miss!

And left this town today, / Come with me, come with me, miss!

To look for gold, / And marry me Monday!

On the plains, / Favor me, favor me

Or you were in jail, / With your hoof!

Came down with the plague, / Promise!

Gone on the river again, / Marry me, marry me, please!

Arrested by the-- / I'll keep you safe!

Fluttershy

Kiss me!

Applejack

Look how you glow!

Fluttershy

Quickly!

Applejack

Let's take it slow!

Fluttershy

Kiss me!

Applejack

Alright!

Fluttershy

Kiss me!

Oh, miss...

Fluttershy: (sighs happily) You're going to love me...

Applejack: Now, uh, about that key?

Fluttershy: Huh? Oh, right. I don't have one, but she keeps a spare under the welcome mat.

Applejack: (shocked) But, I-- Okay...

Applejack gives one last look at the window before she leaves for Pinkie Pie's shop to seek her help.

Interior of Ponyville's town hall

Twilight Sparkle presides with little interest over a trial. In the room are several councilors, too fearful to speak up and the defendant: a snoring Granny Smith. At Twilight's side is Rainbow Dash, trying to keep her on task.

Twilight Sparkle: Therefore, by the power vested in me, I know pronounce you--

Rainbow Dash: (nudges and whispers to Twilight) It's not that kind of court proceeding.

Twilight Sparkle: Oh? Divorce?

Rainbow Dash shakes her head.

Twilight Sparkle: Lawsuit?

Another shake.

Twilight Sparkle: Crime?

Rainbow Dash finally nods.

Twilight Sparkle: What!? Crime in my town!? I'll have none of it. I am deeply sorry, uh... (looks at her papers) Mrs. Smith, but for crimes against the state, you force me to sentence you to hang by the neck until you are dead. May Celestia have mercy on your soul.

Rainbow Dash smiles cruelly and picks up the old mare before carrying her out of the courtroom to her fate.

Granny Smith: (wakes up) Wha? What's going on? I was just on the farm. Where am I?

Twilight Sparkle: This court is adjourned.

Exterior of Ponyville's town hall

Rainbow Dash flies alongside Twilight as they exit the town hall. She is holding her sides laughing.

Rainbow Dash: Oh, man! Did you see the look on her face? (imitating Granny Smith) "Show some respect for your elders!" Priceless! (notices Twilight isn't interested) Say, are you feeling okay? You seem a little out of it today.

Twilight Sparkle: Oh, I just don't know, Rainbow Dash. Do you think justice really was served? I mean, we don't even know what her crime was.

Rainbow Dash: Well, she fell asleep in court. There has to be some law against that.

Twilight Sparkle: I'm not entirely sure.

Rainbow Dash: Okay. Something is definitely wrong. You usually love sentences! Did your letter get rejected by Princess Celestia again?

Twilight Sparkle: I'm afraid so. Rainbow Dash, I just don't know what to do anymore. I've looked through every book in my library a dozen times, spent countless hours watching and speaking with Fluttershy, and yet I've never learned a thing about friendship! But I've been thinking...

Rainbow Dash: That makes one of us.

Twilight Sparkle: I've been considering... enhancing my relationship with Fluttershy. Perhaps if we became closer, more... intimate, I might learn something worthwhile.

Rainbow Dash: Hold on, now! If it's love you're talking about, we have some work to do. (flies in front of Twilight and blocks her way)

Rainbow Dash

Forgive me, Twilight,

If I could speak, Twilight

And offer, Twilight, some words.

I'm well known for my critique, Twilight,

And you're not looking your peak, Twilight.

You look a bit like a geek, Twilight,

And no pony likes a nerd.

Believe me, it's not absurd.

Twilight Sparkle: (looks down at her judges robes) A geek? Nerd? Confound it. What's the problem?

Rainbow Dash

Fillies and their sensitivities, Twilight!

Have a certain sensibility.

When a girl starts feeling,

Sending your heart reeling.

You simply use her gentility, Twilight!

Unusual emotions they'll always have,

Given their gentile proclivities,

Against better judgment,

Feelings they keep dormant.

Fillies and their sensitivities, Twilight!

Twilight Sparkle: Then what must I do? How do I win Fluttershy's heart!?

Rainbow Dash

Don't worry, Twilight,

There is a place, Twilight,

That sells delectable treats.

It's quite easy to enlace, Twilight

A filly's heart with such grace, Twilight,

At a rather heightened pace, Twilight.

Give her cakes she'd love to eat

And your love will be complete.

Twilight Sparkle: I suppose the fastest way to a pony's heart is through her stomach. So what is this place you're talking about?

Rainbow Dash: Pinkie Pie's Capricious Confectionery. She has to be the most amazing baker I've ever seen. I'm sure she'd be happy to serve you.

The two leave for Sweet Street.

Interior of Pinkie Pie's shop

Rarity steps through the door and approaches Pinkie Pie, who is wiping off her hacksaw with a cloth.

Rarity: Don't get me wrong, that little dragon is adorable. But if he stays here much longer, he'll eat us out of house and home! When's Trixie getting back?

Pinkie Pie: She won't be.

Rarity: Oh. Well, that's a relief. I didn't particularly care for her-- (gasps) Pinkie! You didn't!

Pinkie points to the ice box and Rarity carefully walks over to it. She opens it, seeing Trixie's corpse inside.

Rarity: How horrible! I know she was a show-off, but what did she ever do to you?

Pinkie Pie: (continues cleaning) She recognized me from the old days.

Rarity: Ah. Blackmailed you, did she?

Pinkie Pie: (confusedly) Blackmailed? I was just worried about the shop.

Rarity: Fair enough. So long as you were thinking about us. (looking over the body) Yuck. Quite a shame, really. That was such a nice cape and hat, but all that blood. Ooh! (uses her magic to lift the gem off Trixie's cape) "Waste not, want not" I always say. (suddenly looks down) Although, I suppose Spike will want to eat this one, too. What are we going to do about him?

Pinkie Pie: Just send him up.

Rarity: Ms. P, he's just a baby dragon. There's no need to--

Pinkie Pie: Send him up!

Rarity: Look, I know it's revenge your after and even though the thought of baking ponies into cupcakes-- especially that quip about Applejack --disturbs me more than a little, I'm here to support you. But there's no need to wipe out everyone you meet on the way. Besides, he looks like he'd make a good assistant.

Pinkie Pie: (sighs) Okie dokie Loki... (looks out the window)

Rarity: Of course, I haven't the slightest idea where we're going to get more gems.

Pinkie Pie: (gasps) Judge Sparkle.

Rarity rushes over to the window and the two look below. They see Twilight Sparkle and Rainbow Dash exchange a few words before Rainbow leaves. Twilight continues approaching the shop.

Pinkie Pie: Out.

Rarity: Alright, alright. I'm--

Pinkie Pie: (pushes her out the door) Move, hurry up, out the door!

Pinkie Pie quickly gives one last shove and slams the door shut. Panicky, she looks back to her set of baking tools and grabs the hacksaw. At first waiting by the door, she realizes she wants to savor the moment and sets it back down on the kitchen table. She covers it with a cloth just as Twilight walks in.

Twilight Sparkle: Ms. Pie?

Pinkie Pie: Uh, right! Ms. Pinkie Pie! At your service! (bows)

Twilight Sparkle: So formal. Do you even know who I am?

Pinkie Pie: Why, who doesn't know the fairest judge and greatest wizard in all Equestria?

Twilight Sparkle cocks an eyebrow in satisfaction and steps closer inside.

Twilight Sparkle: I must say, I've seen better confectioneries, yet Rainbow Dash claims you to be the most accomplished of all the bakers in Ponyville.

Pinkie Pie: (in a friendly tone) Awwww, how nice! And what may I get for you, miss? A batch of peanut butter cookies? A delicious custard, perhaps? Sit, miss. Sit.

Twilight Sparkle

You see, miss, a mare quite learned in sweets,

A connoisseur, I would stake.

But I am in need of something to please

A young filly, make her weak at the knees.

A cake, candy, gum, or nut brownies.

But first miss, I think -- cupcakes.

Twilight sits down in an old, yet comfortable, lounge chair.

Pinkie Pie

The tastiest I've ever baked.

Pinkie whistles the tune happily as she begins putting ingredients together in a batter.

Twilight Sparkle: In a merry mood today, Ms. Pie?

Pinkie Pie

'Tis your delight, miss, spreading laughter.

Believe me, I would know.

Twilight Sparkle

'Tis true, miss, these wondrous, strange feelings

Can make the heart seem quite revealing.

Pinkie Pie and Twilight Sparkle

What more, what more do ponies long for--

Twilight Sparkle

Than love, miss?

Pinkie Pie

More than love, miss?

Twilight Sparkle

What, miss?

Pinkie Pie

Fillies.

Twilight Sparkle

Ah, yes fillies.

Pinkie Pie

Pretty fillies.

Twilight begins humming the tune and Pinkie Pie also begins whistling. Twilight relaxes more and closes her eyes as Pinkie moves from her mixing bowl to the hacksaw. The two stop humming and whistling when the tune is finished.

Pinkie Pie

Now then, my pal.

Now we shall savor.

Patience. Enjoy it.

You don't want to forget this taste.

Twilight Sparkle

(snaps her eyes open)

The taste, I hope, will be

Beyond her wildest dreams.

Pinkie Pie

Don't barge!

And who's affections,

Might you be after, miss?

Twilight Sparkle

My charge.

Twilight Sparkle: A silly little pegasus filly.

Pinkie Pie: Silly as her mother?

Twilight Sparkle: Yea-- huh? What was that?

Pinkie Pie: Uh, nothing, miss. Nothing. (moves to Twilight with hacksaw in hoof) May we proceed?

Pinkie moves just behind Twilight and then turns to the side table next to her. She sets down some strawberries and begins chopping them with the hacksaw.

Pinkie Pie

Pretty fillies...

So transfixing...

Eating hay fries, kneading...

Pretty fillies

Make one happy.

Pretty fillies.

Sitting in the stable or

Galloping for miles,

Something in them,

Makes you smile.

Pretty fillies...

Twilight Sparkle

By their candles...

Pinkie Pie

Draw you towards them...

Twilight Sparkle

Reading...

Pinkie Pie

Think about them...

Twilight Sparkle

Turning pages...

Pinkie Pie

Pretty fillies...

Pinkie Pie / Twilight Sparkle

Pretty fillies!

Flying through the blue sky

Or pulling magic tricks.

Even when they're sad / When they're sad...

-- / Even when they're so sad

They still / And crying, they somehow

-- / Can still smile for

Can smile / You. Yes they

They smile / Smile for you

Ah,

Pretty fillies

Pinkie Pie

Apple bucking...

Twilight Sparkle

Learning magic...

Pinkie Pie

Loop-de-hooping...

Twilight Sparkle

And tooth brushing...

Pinkie Pie

Creature handling...

Pinkie Pie and Twilight Sparkle

How they make a mare sing!

Proof of ponies'

Love and living.

Pinkie Pie brings the hacksaw slowly beneath Twilight's throat and prepares for the kill.

Pinkie Pie / Twilight Sparkle

Pretty fillies, miss! / Pretty fillies!

Pretty fillies, yes! / Pretty fillies!

Pretty fillies, oh! / Pretty fillies!

Twilight Sparkle

Pretty fillies, miss!

Pretty fillies, pretty fillies!

Applejack bursts in the room just as Pinkie Pie swings the hacksaw in a wide arc. She quickly stops the swing and brings it down on the last strawberry.

Applejack: Ms. Pie, I think I have a plan to get Fluttershy out of there! She didn't give me a key, but if I can just--

Twilight Sparkle: (leaps up from the chair) You... Perhaps Celestia herself sent you here to warn me of your treachery. (knocks over a side table as she approaches Applejack) You think you'll take Fluttershy away from here? How about I beat you to it? I'll take her to the furthest regions of Equestria where neither you nor anypony shall ever so much as lock eyes with her again! (turns to Pinkie, who stands motionless) And as for you, baker. It's all too clear the company you keep. Serve them well and sate their appetites, for you'll nevermore touch mine! (storms out)

Applejack: Ms. Pie, I need your help. If I can get to--

Pinkie Pie: Out...

Applejack: (desperately) Ms. Pie, please. I need to--

Pinkie Pie: Out!

Applejack: Ms. Pie--

Pinkie Pie: OUT!!!

Terrified, Applejack rushes out of the shop as Rarity steps inside.

Rarity: What in Celestia's name is going on up here?

Pinkie Pie: I had her...

Rarity: Yes, yes. I saw. Applejuck burst in and the two ran off, but--

Pinkie Pie

I had her!

Her neck was there

Beneath my hooves...

Rarity: Ok, dear. Let's just all calm down.

Pinkie Pie

No, I had her!

Her neck was there

Now there's nothing left to prove!

Rarity

Hold your horses.

Just calm down.

Rest yourself, we'll wipe--

Pinkie Pie

When!?

Rarity

Off that frown.

Pinkie Pie

Why did I wait?

You told me to wait!

Now she'll never come again!

(looks out the window)

There's a place in the world that is full of hate

Where none can escape a dark and gruesome fate

And the worst of ponykind all congregate.

But not for long!

(turns to Rarity)

They all deserve to fry!

Tell you why, Ms. Rarity,

Tell you why.

Because in all of the whole pony race, Ms. Rarity

There are two kinds of ponies, only two.

There's the one acting fine

Doing what she's told

And the one stomping down

With a hoof so cold!

Think of me, Ms. Rarity,

Think of you.

(pins Rarity to the wall)

Now we all deserve to fry!

Even you, Ms. Rarity, even I.

Because the evil are nothing but

Good meat!

For the rest of us death

Will be a treat!

We all deserve to fry!

(leans back)

And I'll never see Fluttershy.

No, I'll never hold those golden wings.

Finished!

In her mind, Pinkie Pie leaps away into a crowded Ponyville street. None of the other ponies take notice of her and she begins gesturing to them with her hacksaw.

Pinkie Pie

Alright! You, miss.

How about a cupcake?

Come and visit,

Your old pal, Pinkie!

You, miss? Two, miss?

Come on, I'm not on break!

I will have laughter!

I will have sweet vengeance!

Who, miss? You, miss?

No one's yet been served!

Come on, come on,

Pinkie's waiting!

I want you numbers.

You, miss? Anypony!

Come on now, indulge yourself.

Not one mare,

No, nor ten mares,

Nor a hundred

Shall appease me!

I will eat you!

(walks down an alleyway)

And I will bake the Judge.

Forget what she's said.

Soon enough I'll have her horn

Sitting on my head.

(kneels in anguish)

And my Ditzy's

Fallen from grace

And I'll never see my poor girl's face.

But the shop waits, I can smile at last!

And I'm filled with laughs!

She raises her hacksaw high to the sky on the last note and, still kneeling on the floor, stares at the ceiling of the shop. Rarity stands behind her, unfazed by the dramatic display.

Rarity: That's all very well, but what do you intend to do about her? (gestures to the ice box) Ms. Pie? Pinkie?

Pinkie's face droops a little and she stares at the ground. She continues to remain silent. Rarity tries waving her hoof in front of Pinkie's face.

Rarity: Hello? Anypony home? (sighs, then picks up and carries out Pinkie) Come on, you great useless thing...

Interior of Carousel Boutique

Rarity: (pulls Pinkie in) Take a seat, now.

Pinkie Pie dumbly sets herself at a table and remains stoic. Rarity checks the back room to find Spike curled up sleeping by the fire. She picks up a cupcake from a plate and returns to Pinkie's table, where she sets the cupcake down.

Rarity: Come on, Pinkie. Gobble it all up. I guarantee you'll feel better.

Pinkie begins eating the cupcake.

Rarity: There we go. Now, there's still the matter of our unwanted guest, "The Great and Powerful Trixie" . What do you propose we do?

Pinkie Pie: I'm done with cupcakes. After dark, we'll take it out to the lake and dump it.

Rarity: Of course, that would be the obvious solution. A pony like that probably wouldn't have anyone close looking for her. (an idea forms in her mind) Well, would you look at that. Seems I'm just full of bright ideas.

Rarity

Seems a bit insane...

Pinkie Pie

Insane?.

Rarity

Seems right of the wall...

Such a nice, full mane

What's-her-name has...

Had...

Has...

Might make a good windfall.

Dresses running low.

Can't pay off my debts.

Celestia might be saying

She's answered my praying,

If you get my saying.

Pinkie Pie stares blankly at her and wonders what she's talking about.

Rarity: No?

Rarity

Seems right of the wall...

I mean,

With the price of furs or fabric,

When you get them,

If you get them.

Pinkie Pie: (understanding) Ah!

Rarity

Good you got them.

Take, for instance,

Ms. Moondancer and her dress shop.

Dresses and wigs she makes from

Animals like cats.

And I know they're not even

Good for making hats.

And I'm sure that you could take

What's inside, bake it, then enthrall!

Pinkie Pie

Ms. Rarity,

I can't believe my ears.

Pinkie Pie / Rarity

To think that you could conjure such an / Well, it is off the

Enterprising idea. / Wall...

Ms. Rarity, how I've gone without you / When you think of it,

All this time I'll never know! / All those ponies

Sounds fashionable. / Walking right in for your cupcakes

Also quite delectable. / And becoming what we love!

How choice! / Cupcakes,

How sharp! / Dresses,

Rarity

Hats and,

Wigs!

Pinkie Pie

(runs over to the window)

For what's the sound of Equestria?

Rarity

(joins her)

What, Pinkie Pie,

What, Pinkie Pie,

What is that sound?

Pinkie Pie

Those crunches inspiring dementia!

Rarity

Yes, Pinkie Pie,

Yes, Pinkie Pie,

Yes, all around.

Pinkie Pie

It's pony devouring pony, my dear!

Pinkie Pie and Rarity

And who are we to deny it in here?

Pinkie Pie: These are dark times for Ponyville. The citizens could use something to spice up their lives.

Rarity: I've got just the thing. (reaches into her fridge to retrieve a cupcake)

Pinkie Pie: What is that?

Rarity

It's prince.

Have a little prince.

Pinkie Pie

Is it really good?

Rarity

Why don't you take

My hints?

And I know they spend a lot on their hygiene

So it must be clean.

Pinkie Pie

Quite a lot of hair.

Rarity

Just on top of there.

Pinkie Pie

Haven't you got mayor

In here, anywhere?

Rarity

No, you see the problem with mayor

Is how do you know they're

Minced?

Try the prince.

Pinkie Pie: (eating the cupcake) Mmmm, a taste fit for a king.

Rarity: That is, if it was ever fit to be a king.

Rarity

Cellist is quite good

Pinkie Pie

Careful of the wood.

Rarity

And don't let the frosting get clingy.

It gets awfully stringy,

But should.

Pinkie Pie

Any muscled folk?

Rarity

Well, then we've got a unique colt

He was once a Wonderbolt

Bloke.

Though, it needs to soak

And, of course, it probably tastes just like smoke!

Pinkie Pie

Is it teacher

That you feature?

Rarity

Mercy, no miss

Dismiss this.

It's certainly princess!

Pinkie Pie

Looks quite gruff!

More like sheriff!

Rarity

No, it has to be princess.

It woke.

Pinkie Pie

The history of Equestria--

Rarity

Save a lot of space,

Take care of a lot of mares' problems.

Pinkie Pie

Is too often filled with hysteria!

Rarity

So many to choose!

We'll never have boredom.

Pinkie Pie

How satisfying to know today

That all are equal under our new way!

Rarity: Hmmm, if it's not Wonderbolt you're after... perhaps something else?

Pinkie Pie: Sorry. Not a big fan of pegasus.

Rarity: Not even with a dash of rainbow?

Pinkie Pie smiles and Rarity gives her a newer-looking cupcake.

Pinkie Pie: What is that?

Rarity

It's scop.

Best one in the shop.

Or we have some apple pie covered

With Apple family members on top.

Look at this and gawk.

The designer sits there so choicely

And looks hoity toity.

Try a flock.

Pinkie Pie

Stuff it with a sock,

For you never know if it's going to talk!

Rarity

Try the DJ!

Take a whole tray!

Pinkie Pie

No, the music scene really

Should stay without sully!

Rarity

Then try playwright.

It feels so light!

Pinkie Pie

Ah, but it always tastes too cliche!

(grabs a knife and stabs it into the wall)

I'll come again when you

Have something sparkly on the menu.

Rarity: Unfortunately, we're fresh out of sparkly cupcakes. Perhaps a new flavor?

Pinkie Pie: Oh? Like what?

Rarity: (hands Pinkie Pie her largest kitchen knife) Butcher...

Pinkie Pie

Have pity for ponies outside this door.

Rarity

Yes, yes, I know, my dear.

Pinkie Pie

They've no idea what yet lies in store!

Rarity

Their hunger will grow, my dear.

Pinkie Pie

We'll treat our customers, great and small.

Yes, we'll serve anypony--

Rarity

And try anypony--

Pinkie Pie and Rarity

Meaning anypony

At all!

Act II: Part I

Exterior of Carousel Boutique

The run-down, empty shop seen before is completely gone. Crowded with customers, Rarity's dress shop has been restored to its former glory with fabulous dresses shown off in the windows. Inside, Rarity tends to customers' needs by helping them pick the right dresses and taking periodic measurements. The ponies also try on a few wigs and are totally ignorant of the products' origins. Spike, now healthy-looking and wearing a fancy suit, steps in front of the store with an announcement.

Spike

Fillies and gentlecolts!

May I have your attention, please?

Would you like to try something new, here and today

A wig or a dress or cupcakes, dare I say?

If you do, don't delay.

(moves about the crowd outside)

For, fillies and gentlecolts,

Our fair wares are sure to appease!

Introducing again the fantastical girl

Who, with fashion unmatched, shall amaze and unfurl.

Fillies and gentlecolts,

You've know idea the wonders you seek

Just inside this boutique!

(waves his hand to the door)

There awaits you,

Ms. Rarity's dresses

Nothing like the messes

Seen elsewhere.

Stop the presses.

Watch how she addresses

Customers' distresses

With such care!

Rarity sweeps out from the store with a few ribbons and leads several customers to an outdoor showing of some picnic clothes. She's wearing the most extravagant dress of all and seems to be her confident and vibrant self again.

Rarity

Spikey!

Spike

Coming!

(brushes through the crowd)

Pardon!

Rarity

(gestures to  a stallion)

Bow tie!

Spike

Right, ma'am!

Rarity

Quickly!

Customers

What a fit!

Spike runs inside and quickly returns with a gem-studded bow tie. He exchanges it for a sizable bag of bits from the fancy-looking stallion while Rarity quickly moves from customer to customer, meeting their needs and chatting.

Rarity

How are you, dear Bon-Bon?

My, it's just been too long.

Would you like a coupon?

Spikey!

Suits for the gentlecolts.

Sales've just been so strong.

Dresses nearly all gone.

Spikey!

(sees Derpy Hooves approaching)

Throw the old beggar out!

Customers

What a fit!

Spike shoos away the beggar mare, who turns around and quickly sulks to the edge of the crowd once again.

Rarity

(to the crowd)

Pardon me, stop running.

We'll get you in no time.

You'll look simply stunning!

Spikey!

Boots for the gentlecolts.

(the doorbell jingles as customers pour in)

Listen to the bells chime

Starts to get me wond'ring.

Where I

Ever went wrong before.

Customers

What a fit!

Rarity

Just my luck!

The music becomes quick and dark as Pinkie Pie stands at the top of the stairs, proudly smiling over the crowd. In her hooves is a fresh batch of cupcakes, ready for Spike to take to any hungry customers. She hurries back inside and prepares more trays of desserts.

Rarity

Goodness, that reminds me!

All amongst this ruckus,

Any pony hungry?

Spikey!

Fruits for the gentlecolts!

My good friend, Ms. Pinkie,

Is happy to serve us

Scones and cakes and cookies

Unlike

Any you've had before.

Customers

What a fit and such fine cuisine!

Rarity

What's the secret

To our sweets and wigs and dresses?

Family secret,

All part of the trade.

Things like keeping

Calm despite all your successes

And with luck, Celestia bless us!

Spike brings out a tray of brownies and scones, which are quickly knocked out of his claws as the crowd hounds him for more of their preferred dessert.

Customers

More cupcakes!

More cup!

More cake!

Pinkie smiles evilly inside her shop when she hears the cry for more cupcakes. She looks inside the ice box for more "ingredients", but finds she has run out of supplies. Disappointed for a moment, she moves to the balcony and awaits a customer in angst. It's revealed that the one playing the sharp, evil music is being played a gray mare with violet eyes who steps into the crowd.

Rarity

(to a customer)

How are you, Spitfire?

You know Ms. Moondancer.

Not a single buyer.

(sees Derpy again)

Spikey!

Poor dear's lost everything.

(as Spike drives away Derpy)

Now, about my answer,

Your dress should be here Friday.

And, if I do dare say, that--

Customers

What a fit and cakes so have you--

Rarity

You'll love it!

Customers

Yummy ever tasted smell such

So lovely what more these cupcakes!

Rarity and Spike

Eat them slow and

Let the sprinkles shock your taste buds!

Eat them slow, 'cause

Every one's a prize!

Eat them slow, 'cause

Now we're out so please move quick-like!

(Spike starts to take the dress inside the boutique)

Come again tomorrow--

Spike starts to take the empty tray into the boutique and Rarity places a "NO MORE CUPCAKES" sign by the door. However, she sees the gray mare approach the stairs to Pinkie Pie's sweet shop and pull a number. The slip of paper is marked with many balloons.

Rarity

Whoa, Spike!

Customers

More cupcakes!

Rarity

What a break!

The mare somberly walks up the steps and shows her number to Pinkie Pie, who happily welcomes her into the shop.

Rarity

She shall bake!

Pinkie Pie shuts the door and Rarity removes the sign from the boutique entrance. The customers who were leaving immediately storm back to Rarity's store and start picking out more clothes while they wait for cupcakes.

Rarity / Spike / Customers

Isn't this so pleasant? / Are these cupcakes / --

Be with you in moments. / Fit for a princess / --

Keeping with the current-- / A tasty treat / Yum!

Spikey! / They go so well with a / Yum!

Fashion is wonderful. / Dress. / Yum!

And that lovely fragrance. / You see, ma'am, why / Yum! Yum!

Cherry from the basement. / There is no cupcake-- / Yum!

Rarity

(sees Derpy approaching again)

Spikey!

Throw the old beggar out!

Customers

What a fit and cakes so have you

Yummy ever tasted smell such

So lovely what more these cupcakes!

Rarity stands proudly before the crowd, Spike at her side, basks in the glory that is her boutique as Pinkie Pie emerges from her shop, smiling and cleaning a knife with a dirty rag.

Exterior of the Ponyville streets

It is the dead of night and the streets are empty. Applejack wanders aimlessly, alone, amongst the dark alley ways and roads. She doesn't seem to have a clue where she's going and simply sings to the night sky.

Applejack

I'll save you, Fluttershy.

I'll save you.

Do they think that clasps can hold you?

Surely you must have a strong will.

I will wait outside here for you.

Ready to catch you in your pink mane!

Fluttershy...

Interior of Pinkie Pie's sweet shop

Pinkie Pie stands calmly in the back room of her shop. In front of her is a cold, steel table with a brown earth pony strapped to it. She sets a ticket marked with balloons on a tray next to various surgical tools.He waves his head around groggily as Pinkie lifts up a scalpel and begins gently making incisions in his skin.

Pinkie Pie

And are you comical and cute

With a warming smile, like her?

I'd want you comical and cute

The way I dreamed you were

Fluttershy...

Exterior of the Ponyville docks

Applejack walks along the river and looks over the bay into which the massive river opens. Strong winds blow her mane about, but she continues.

Applejack

Fluttershy...

Interior of Pinkie Pie's sweet shop

At Pinkie's side are several bucketfuls of meat. Pinkie Pie, her hooves stained with blood, picks up the hacksaw and pulls it across the throat of the pony. He gives one last gasp before dying and she covers the opening in his body with a white sheet. She inspects his cutie mark: an hourglass. She remains nonchalant.

Pinkie Pie

And if you're comical, what then,

With a warming smile, like fire.

I think that you shan't laugh again,

My little world, entire.

Fluttershy...

Exterior of the Ponyville market

Applejack walks between the stalls of the marketplace, fully illuminated in the moonlight.

Applejack

I'll save you,

Fluttershy...

Interior of Pinkie Pie's sweet shop

Pinkie Pie sets down her hacksaw and looks out the window at the moon.

Pinkie Pie

So long, Fluttershy,

You're gone, and yet you're mine.

I'm fine, Fluttershy,

I'm fine!

She steps over to a lever by the table and pulls it. The wall the table is up against shifts away and the table raises up to send the pony's body sliding down the chute. The table returns to its normal position and Pinkie steps over to the sink to begin washing her hooves.

Exterior of an alleyway

Applejack continues walking, as aimlessly as before.

Applejack

Fluttershy...

Exterior of Sweet Street

Rarity walks out the side door of Carousel Boutique and takes a set of stairs to the building's basement. The passage is blocked by a heavy metal door, which she unbolts and steps through. The glow of a furnace barely escapes as she steps inside and shuts the door behind her. Meanwhile, the derpy beggar looks on in madness and terror. The paper bag atop her head quivers as she shakes uncontrollably and calls out to passers-by.

Derpy Hooves

Smoke! Smoke!

Sign of Discord! Sign of Discord!

Mail on fire! Mail on fire!

Witch! Witch!

(to a passing stallion)

Smell it, sir! That disgusting smell!

Every night when the crowds dispel!

Smoke that comes from the mouth of Hell!

Mail on fire! Mail on fire!...

Muffins! Muffins! Muffins...

Interior of Pinkie Pie's sweet shop

A magenta-colored mare with flowers for her cutie mark quietly steps into the store and shows Pinkie Pie her number. Seeing the balloons, Pinkie retrieves a special cupcake from her cabinet and hands it to the customer.

Pinkie Pie

And if I never see your smile,

My pegasus, my sweet,

I can be happy for a while,

For my work will repeat.

Fluttershy...

Exterior of a Ponyville limits

Applejack walks out of the outskirts of the town and wanders down the road.

Applejack

I see you,

Fluttershy...

Interior of Pinkie Pie's sweet shop

The customer takes a bite of the cupcake and falls unconscious within moments. Pinkie Pie picks up her rear hooves and begins dragging her down the steps to the back room.

Pinkie Pie

And in those times when I forget

The way to laugh again,

I think of times when you were yet

To be lost and taken.

Fluttershy...

Exterior of the Apple family farm

The Apple family farm is in a state of ruin. The barn has collapsed, the house is boarded shut, and the trees are completely bare. Applejack sees a rotted apple on the ground and gently kicks it away. She turns away from the farm and heads back to the road.

Applejack

Fluttershy...

Interior of Pinkie Pie's sweet shop

Pinkie has placed her customer on the blood-stained table. The magenta mare groggily struggles to get up, just as the customer before her did. She stops fighting and simply lays back.

Pinkie

You stay Fluttershy,

(slides the hacksaw across the pony's neck)

The way I think of you.

(looks out the window)

Oh, look Fluttershy,

Balloons!

(pulls the lever)

Such bright balloons!

Exterior of the road to Ponyville

In the clearing outside Ponyville, the moon is shining as bright as can be on Applejack. She's nearly to the limits of the town again.

Applejack

Softly sleeping in your pink mane...

Exterior of Sweet Street

Rarity emerges from the basement, carrying two boxes with her magic. In one box is a set of recently made wigs, similar-looking to the manes of Pinkie's recent customers. In the other box is several hats and handbags, all made from leather. She shuts the door behind her and goes up the steps to the side door of the boutique. Meanwhile, the beggar continues frantically running across the street.

Derpy Hooves

There! There!

Somepony, somepony look up there!

Didn't I tell you? Smell that air!

Mail on fire!

Spike steps onto the street and walks towards the boutique, carrying several boxes of dress materials. The beggar runs to him and grabs him with her hooves.

Derpy Hooves

Quick, sir! Run and tell!

Tell 'em that the mare who came from the well

Tried to warn 'em of the witch and that evil smell!

Tell 'em! Tell 'em!

(points insanely at Rarity)

Help! Witch!

Mail on fire!

Terrified, Spike runs away from her and into the boutique.

Derpy Hooves

Mail on fire...

Muffins! Muffins! Muffins... Witch...

Bits! Bits!

Spike pokes his head out and looks at the smoke rising from the chimney with an unsettled look. He looks back to the street to find the beggar has gone and goes back inside.

Interior of Pinkie Pie's sweet shop

Pinkie opens the door to her shop to find another customer, a turquoise unicorn with a lyre cutie mark who presents her with a balloon-covered ticket. She smiles and welcomes the customer inside. She steps into her kitchen and begins to prepare one of her "special" cupcakes.

Pinkie Pie

And though you'll haunt my memory

Until I pass away.

I think I'll find the reverie

To plant itself and stay.

Fluttershy...

Exterior of Ponyville's poor district

Applejack walks by many poor beggars and lower class ponies dressed in little more than rags. A few prostitutes (male and female) in provocative attire attempt to step in front of her, but she simply brushes them off. As she continues down the street, her face twists in anger at the state Ponyville is in.

Applejack

I see you,

Fluttershy...

Interior of Pinkie Pie's sweet shop

Pinkie Pie returns from the kitchen to find that the unicorn has been joined by two of her friends, both earth ponies. One is cream colored with a few pieces of candy on her flank and a purple one with fruit on hers. They wave happily at Pinkie Pie, who sighs and returns to the kitchen to bake some fresh cupcakes.

Pinkie Pie

Though you'd be comical and cute,

Perhaps too much like her,

Not being together, it'd be moot

To dream of how we were.

Fluttershy...

She brings her customers their cupcakes and she sadly watches them leave.

Exterior of Ponyville's apple factory

Applejack walks by a massive stone building with a picture of Big Macintosh in a top hat plastered all across the side. The words "BIG MACINTOSH'S ORIGINAL HOME GROWN APPLES" are featured above him. Applejack stares at the wall in confusion, but continues down the street. Yet an idea comes to her. She turns around and stares at the wall again and sees a barred window with a figure staring out of it.

Applejack

I see you,

Fluttershy...

Interior of Pinkie Pie's sweet shop

Pinkie Pie is moving about her kitchen, stuffing the meat from the previous night's killings into pans and tossing them in the oven. Light from the rising sun spills in through the window and the shop is fully illuminated, revealing brightly colored balloons, streamers, and other cheerful decorations. It's easy to tell from Pinkie's movements this is the happiest she's been in a long time.

Pinkie Pie

You see, Fluttershy?

The dawn will always come!

We learn, Fluttershy,

Always...

Have fun...

As she sings the last words, she becomes somber once again. She looks out the window and basks in the sun's morning glow.

Exterior of Ponyville's apple factory

Applejack focuses on the window and as the sun illuminates the wall, she sees a golden pegasus with a pink mane looking at her.

Applejack

I'll save you...

Interior of Pinkie Pie's sweet shop

Pinkie wipes away a tear and walks back into the kitchen. She picks up the last tray and places it in the oven. A bittersweet smile comes back to her face before she gently closes it.

Exterior of the Ponyville park

The sun is shining brightly in the sky and white, puffy clouds roll across the sky. A gentle breeze blows the grass back and forth as Pinkie Pie and Rarity relax on a picnic blanket. Not too far away, Spike is flying a kite high in the sky. A few plates and crumbs are all that remains of a delightful lunch and all seem to be enjoying themselves-- except for Pinkie. She appears focused and doesn't seem to take notice of the beautiful day.

Rarity: ...which is why I never put up cream-colored wallpaper. Quite a dreadful story, really. Anyway, as I was saying, we could drop by the hardware store and pick up some-- (looks over at Pinkie) Pinkie are you even listening?

Pinkie Pie: Yeah, yeah. Of course.

Rarity: Then what did I just say?

Pinkie Pie: There must be some way to get to Twilight Sparkle.

Rarity: (groans) It's always "Twilight Sparkle this" and "Twilight Sparkle that". I don't mean to seem naggy, but for heaven's sake, you need to get over this unhealthy obsession. For your own good! Come on, Pinkie. (gently punches Pinkie's shoulder) With all the money we've made off our dual business, we could do whatever we please! Pinkie? (no response) Pinkie? (no response and groans again) What's it going to take to get your attention!? (nervously approaches her and kisses on the cheek)

Rarity

Ooh, Pinkie Pie, (kisses her)

If you'd listen (kiss)

So I (kiss)

Wouldn't have to stoop so low.

I just want to share with you, Pinkie Pie, (kiss)

What I dream-- (kiss)

If our businesses stay strong--

Where I'd really like to go,

In a year or so?

Wouldn't you like to know? (pouts)

Pinkie: Yes, of course.

Rarity

Do you really want to know?

Pinkie: (gives a clearly fake smile) Yes, yes, I do, I do.

Rarity: Ah, good. You see, for years I've had this dream, ever since I was a little filly. (looks at the mountain in the distance) To go to Canterlot, the pinnacle of the fashion world. Of course, ever since my business went south, I simply haven't been able to raise the money. But now, maybe, just maybe...

Rarity

Canterlot, Pinkie Pie, high up on the mountain.

Canterlot, Pinkie Pie, where the great are driven.

You and I, Ms. Pie, amidst all the wealthy

Living lives oh so long and healthy,

In Canterlot!

Pinkie Pie

Anything you say...

Rarity

Wouldn't that be smashing?

As Rarity gazes into the distance, the world around them seems to have transformed completely.

Exterior of a Canterlot park

Rarity and Pinkie Pie are still sitting in the same positions as before. But the hill on which they were sitting now overlooks a vast, beautiful metropolis. The day is still wonderful and the two are dressed in clothes fit for Rarity's imagination. Even Spike is looking quite dapper in a fancy suit. He runs down the hill, letting his kite soar into the air, as Rarity smiles at her dream world.

Rarity

With the world 'neath our hooves, high above the clouds,

We'll never worry about getting swept in crowds.

We can be, all us three, such a happy family,

Snuggled deep in our love so warmly

In Canterlot,

With cameras flashing.

In Canterlot,

Wouldn't that be smashing?

In Canterlot!

Pinkie Pie

Anything you say, anything you say.

Exterior of a Canterlot street

Rarity and Pinkie Pie are now strolling down a busy Canterlot street. Each and every pony seems to be a model of kindness and courtesy. All the stallions tip their hats to Rarity as she passes by and she revels in the excitement of high society.

Rarity

I can see us walking,

The ponies talking,

The cameras rolling.

(to a well-dressed, kindly stallion)

Oh, you.

I see stallions gawking

As I go strolling

With you-hoo...

(waves to Spike)

Yoo-hoo...

Exterior of a Canterlot hotel

Rarity and Pinkie are now laying back in lounge chairs, overlooking Equestria from a high balcony.

Rarity

I'll relax in the sun, with a lemonade

As I await a dessert, that has just been pureed...

Interior of a new dress shop

Pinkie Pie is now wearing one of Rarity's newest designs: an extravagant dress, her perfect dress. She stands in the middle of a large, well-to-do dress shop as Rarity takes some measurements with some measuring tape.

Rarity

And still into fashion

I'll express my passion.

With no slashing needed

By you-hoo.

Pinkie Pie

Anything you say.

Interior of a large, fancy house

Rarity's next vision is of a huge bedroom that almost seems like it belongs to a princess. Rarity and Pinkie Pie are snuggled under a blanket in an unnecessarily large bed. The two are facing each other with Rarity appearing happier than ever and Pinkie Pie appearing more distant than ever.

Rarity

Think how comfy we'll be in imported blankets

All about will be pillows, gems, and trinkets.

The scene then shifts to the house's dining room, where several ponies have dropped by for a visit. They are cheerful and pleased with the dinner laid out before them as they make small talk.

Rarity

In an upper-class home where I can be with

Ponies who'd like to become my kith

Exterior of a Canterlot park

Rarity, Pinkie Pie, and Spike are in the same positions as before.

Rarity

In Canterlot!

Pinkie Pie

Anything you say.

Rarity gets up and walks happily towards Spike, who's working to show off his kite-flying skills to her.

Rarity

Don't you love the weather

In Canterlot?

Always with each other,

In the city,

Hoo, hoo,

Of Canterlot!

Rarity: Oh, I can see it now. Each of us dressed in the latest fashion, which, of course, will be set by me.

Pinkie Pie also gets up and joins the two. A hint of a smile comes to her face as she directs Spike as to where to move the kite. Spike gladly takes the advice and Rarity observes the whole exchange.

Rarity

It'll be so peaceful

And even regal

And I'll be grateful

For you.

You'll be so helpful

It almost seems fateful, with us two!

Interior of a chapel

A priest pony stands before Rarity and Pinkie, each dressed in appropriate wedding attire. He mouths something unintelligible as Rarity looks at Pinkie.

Rarity

Perhaps a wedding would be just fine

Our fates have already been entwined.

Although I might stutter,

My mind start to clutter

If I actually mutter

I do-hoo!

Interior of a large, fancy house

The scene is once again of the dining table and Rarity has just brought in a tray of hot chocolate for the latest guest, a rather hoity toity fashion critic. Pinkie Pie is already sitting by a nearby chair, a smile creeping to her lips.

Rarity

In Canterlot, with the best stopping by to visit,

The occasional guests bringing along their wit.

I will show them designs with my newest gems--

Pinkie Pie darts forth like a flash of lightning and slashes her knife across the throat of the critic. His blood splatters across the table and he sputters and gurgles.

Rarity

Now and then you can even bake them.

Exterior of a Canterlot park

Rarity, Pinkie, and Spike are now gathered on the picnic blanket and gazing at the most beautiful sunset imaginable. Dark golden shafts of light burst from the clouds and make the sight seem as though it is heaven on Earth.

Rarity

In Canterlot,

Like a normal family!

In Canterlot,

No longer so lonely!

To Canterlot,

Hoo, hoo!

Gorgeous Canterlot!

Exterior of a Ponyville park

Rarity snaps out of her dream world and back to reality. She looks around and sees Pinkie and Spike, looking as they did before. The sky has become gray with rainclouds and and most of the other picnic-goers have gone. Rarity looks from Pinkie to Spike and back at the sky, longing to be back in her dreams.

Act II: Part III

Exterior of Sweet Street

Pinkie Pie exits Carousel Boutique through the front door and walks lightly to the basement. The beggar, from the shadows, looks from Pinkie to the stairs and back to Pinkie again, wondering where Rainbow Dash is. She jitters back and forth and backs into the alleyway. Meanwhile, Pinkie descends the stairs-- which are lined on both sides by over a dozen ghosts, pale and bloody. She doesn't notice them and continues to the door. Rarity exits the shop and follows behind her, hiding the knife.

Doctor Whooves

The batter mixed, the oven steamed--

Octavia

For far too long she'd hoped and dreamed.

Cheerilee

As Pinkie approached her finest hour,

A Rainbow arrived, and a Rainbow devoured--

Doctor Whooves

To serve the laughter dead and wry--

Ghost Chorus

Of Pinkie Pie--

Ghost Chorus

The spastic baker of Sweet... (half the chorus sings "Pinkie!" on "Sweet")

Street.

Pinkie!

Pinkie! Pinkie! Pinkie! Pinkie!

(the piercing whistle sounds)

Piiiiinkiiiiie!

Pinkie and Rarity unbolt the door to the basement and step inside. The ghosts watch their every move and follow them as they step inside and seal the door behind them. Back on the street, a crazy, pale earth pony wanders about. She jumps at random intervals. At first it seems there is just this one. She is soon followed by another, then two, then an entire crowd of escapees from the apple factory.

Inmates

Male on fire!

Where does he hide?

All the mad mares screaming in the streets!

Ponyville's up in flames! Yes!

Male on fire!

Discord spreads his

Chaos all around!

What a nightmare beneath the moon!

Watch out!

Look!

Trotting through the madness

Tearing manes looking for the

Male on fire!

(whistle)

Male on fire!

(whistle)

Male on fire!

(whistle)

The inmates scatter about, screaming and searching through every alleyway. Ponies in the streets flee in terror and retreat inside their homes and shops. Applejack and Fluttershy, dressed in baker's attire, turn around a corner and fight against the crowd of ponies to reach Pinkie's shop.

Fluttershy

Is that your brother behind us?

I hear him coming.

Right behind us!

I hear his hooves drumming!

Hold me!

The crowd disperses somewhat and hide in the alleyways and behind barrels. The poke their heads out to sing at ponies trying to escape the madness.

Inmates

Male on fire!

Where does he hide?

All the mad mares screaming at the moon!

Ponyville's up in flames! Yes!

Male on fire!

Discord spreads his

Chaos to the sound

Of a nightmarish, dreadful tune!

Watch out! Look!

Flying o'er the rooftops,

Pegasi screaming for the

Male on fire!

Male on fire!

Male on fire!

Interior of the basement

Pinkie Pie and Rarity are searching around the room for Spike. They see the tray of cupcakes pulled from the oven, but no trace of him. Watching Pinkie's every move, Rarity calls out first.

Rarity

Spikey!

Where are you, love?

Pinkie Pie

Spikey!

Where are you, pal?

Rarity

(quietly)

No one's gonna love you...

Pinkie Pie

Spikey!

Rarity

(quietly)

Not the way I do...

Pinkie Pie

Spikey!

Rarity

Where are you hiding?

(quietly)

No one's gonna love you...

Darling

Pinkie Pie: We're just gonna have some fun!

Rarity

(quietly)

Not the way I do...

Pinkie Pie

Spikey!

Rarity

(quietly)

Scoundrels'll twist you

With their words...

Pinkie Pie

Spikey!

Pinkie Pie: Hmmmm. It's so strange. He couldn't have gone far.

Rarity: Perhaps he went in the sewer?

Pinkie Pie: Maybe. Oh, well. You wait here for him. I'll go see if our friend is back with Fluttershy.

She walks to the door and opens it. She looks outside for a moment, then shuts the door again.

Pinkie Pie: On second thought, I can wait for a little bit.

Exterior of Sweet Street

The streets are in complete chaos as the crazy ponies leave their hiding places and spill out into the streets once more, blocking Applejack and Fluttershy's path to Pinkie's shop. The ponies form one massive crowd and move away from Sweet Street, becoming a cacophony of mayhem and insanity.

Inmates

Male on fire!

Where does he hide?

All the mad mares screaming at the moon!

Ponyville's up in flames! Yes!

The beggar slowly comes out from the alleyway and stares at the door to Pinkie's shop. She begins making her way through the mob with unusual ease.

Derpy Hooves

Rainbow! ... Rainbow! ...

I'm not crazy, I saw you!

Are you really there,

Rainbow? ... Rainbow? ...

Get her, but look out!

She's a tricky one, she'll seduce you

With her tasty cakes

And her tasty pies

And her--

Muffins! Muffins!

Discord's work!

Where are you, Rainbow?

Rainbow...

Inmates

Male on fire!

Where does he hide?

All the mad mares screaming at the moon!

Ponyville's up in flames! Good!

Male on fire!

Discord spreads his

Chaos to the sound

Of a nightmarish, dreadful tune!

Watch out! Look!

Flying o'er the rooftops,

Pegasi screaming for the

Male on fire!

The crowd finally makes its way off the street. Applejack and Fluttershy are nowhere to be seen, as they have already made it inside the shop. Big Macintosh peers from around a corner to be sure the crowd is gone and starts to creep toward Pinkie's shop. The beggar simply waits under the stairs.

Interior of Pinkie Pie's sweet shop

Applejack and Fluttershy look around the empty confectionery. The sounds of screaming outside drift away as the mob leaves for another street. Faint shouts in the distance become the only sounds in a otherwise silent and empty room.

Applejack: Ms. Pie?

Fluttershy: It doesn't look like anyone's home.

Applejack: Not to worry. I'm sure as sugar she'll be back any moment. I trust her more than I trust my hooves. Just wait for her here. I'll be back with the coach in less than half an hour.

Fluttershy: But what if Big Macintosh is looking for us? What if Twilight finds us? What if Pinkie Pie doesn't come? What if somepony comes in asking me to bake something!? Please let me come with you!

Applejack: Calm down, Fluttershy. I'm sorry, but it's too dangerous out there right now. I probably should've thought this through a little more, but it'll be fine.

Fluttershy: But it's so lonely in here. I'm scared...

Applejack

Oh, miss,

Listen here, listen here, miss, oh,

Listen here please, oh,

I'll keep you, I'll keep you safe I swear.

Oh, miss,

Soon we'll be, soon we'll be gone

And traveling the world

And happily, happily wed

Somewhere.

Applejack and Fluttershy

And we'll travel Equestria

And see its wonders

From the Appleloosa Plains

To the gems of Dragon Cave.

Applejack / Fluttershy

And then come home to / And then home.

Ponyville / --

Applejack and Fluttershy

Someday. Someday.

They embrace each other for a few moments.

Applejack: Don't worry. I'll be back in two shakes. (exits through the door)

Derpy Hooves

(from outside)

Rainbow! ...

Rainbow!

Where are you?

Rainbow, dear!

Rainbow!

Fluttershy: (gasps) Oh, no! Somepony working for Rainbow Dash!

She frantically looks about for a hiding place. At the back of the kitchen, she sees the ice box-- the same ice box that held Trixie's body. She opens it and squeezes inside. The door opens. The beggar is standing just outside and she screams upon looking inside. She jumps away from the door. She waits... Then, she looks back inside again and takes a step. She looks at the balloons, ribbons, and streamers and giggles somewhat. She pokes a balloon with her hoof and looks at the window next to it. She gasps. She pushes the window open and breathes in the cool, night air. She backs away from the window and looks inside the kitchen. She darts for the ice box and screams incoherently as she claws it. Suddenly, she stops. She mimes picking up a baby in her hooves and smiles. Rocking the imaginary baby back and forth, she sings a lullaby.

Derpy Hooves

Rainbow bingo bingo bingo bingo bongo,

Rainbow bongo, Ra-bingo bongo...

Aren't you a cutie, my ole, my elf?

Ohh...

Your father's at tea with the prince himself.

He'll bring you the moon, put it on your shelf.

Ohh...

Ohh...

Don't be so snooty, my ole, my elf,

He'll give you love more than any wealth

Sing here again, home again,

In his health.

He'll be coming soon now

To kiss you, my ole, my elf,

Giving you the moon

And a love more than any wealth.

He'll be coming here again,

Home again...

The door swings open again and Pinkie steps inside. She looks into the kitchen and sees the beggar dancing about. She stops upon seeing Pinkie and hunches over again.

Pinkie Pie: Hey! What are you doing here!?

Derpy Hooves: There's an evil here, miss. The stink of evil coming from below-- from her! Rainbow dear, Rainbow!

Pinkie Pie: Get out, if you know what's good for you!

Derpy Hooves: She's Discord's wife! Beware her, miss, beware! She'll stab ya in the back!

Pinkie Pie: Out, I say!

Derpy Hooves: Hey, don't I know you miss?

Pinkie Pie: (looks out the window) Twilight Sparkle! (looks back at the beggar and growls) I don't have time!

In one swift motion, Pinkie picks up her hacksaw and slashes it across the beggar's neck. Blood spills down from the wound as the music heard at the end of "Epinkany" plays. Pinkie picks up the body and hurries to the back room with it, where she sends it flying down the chute. She returns to the main room just as Twilight steps inside.

Twilight Sparkle: Where is she? Where is Fluttershy?

Pinkie Pie: Just downstairs, all taken care of by my neighbor, Rarity. Thankfully, the traveler kept her hooves off your daughter and she's even come around to see things your way!

Twilight Sparkle: Really?

Pinkie Pie: Yes, indeedy! She just keeps going on and on and on about you, begging for forgiveness!

Twilight Sparkle: Oh. Well, that's a relief. And she'll be up here soon?

Pinkie Pie

I think I hear her now.

Twilight Sparkle: Oh, I couldn't be happier!

Pinkie Pie

(listens at the door)

Is that her gentle hoofstep on the stair?

Twilight Sparkle: (joins Pinkie) I don't hear anything.

Pinkie Pie

Yes, aren't those her wings you hear fluttering?

Twilight Sparkle: Where?

Pinkie Pie: There!

Pinkie Pie

Brushing,

Her coat and mane shinier than usual.

Twilight Sparkle: So shiny...

Pinkie Pie

If possible.

Twilight Sparkle: Pretty fillies...

Pinkie Pie: Pretty fillies, yes!

Twilight Sparkle: Quickly, miss! A batch of cupcakes to satisfy her taste!

Pinkie Pie: Sit, miss, sit.

Twilight sits in a comfy chair while Pinkie begins assembling her finest ingredients.

Twilight Sparkle

Fluttershy, Fluttershy.

Pinkie Pie

Pretty fillies!

Twilight Sparkle: Please hurry!

Pinkie Pie

Pretty fillies

Make one happy...

Twilight Sparkle: You're in a merry mood again, Ms. Pie.

Pinkie Pie

(starts baking)

Pretty fillies.

Twilight Sparkle

How we love these--

Pinkie Pie / Twilight Sparkle

Pretty fillies!

Flying through the blue sky

Or pulling magic tricks.

Even when they're sad / When they're sad...

-- / Even when they're so sad

They still / And crying, they somehow

-- / Can still smile for

Can smile / You. Yes they

They smile... / Smile for you...

In record time, Pinkie has a batch of cupcakes prepared for Twilight. Each one is violet, creamy perfection and lacks the usual sedative. She picks one up.

Twilight Sparkle: Oh, Ms. Pie. Perhaps I've finally found the friend I've been looking for.

Pinkie Pie: It does seem we have similar tastes... (hands Twilight the cupcake) in ponies at least...

Twilight Sparkle: (takes a bite) What are you talking about?

Pinkie Pie: It may have been quite a long time, Judge Sparkle, and I may look somewhat different. (draws closer) But I guess the face of a baker-- of a prisoner bound for exile --doesn't stick out much.

Pinkie's face is now completely in front of Twilight's with a smile that seems almost impossibly wide. Twilight is confused for a moment, then the truth suddenly dawns on her like a frying pan to the face.

Twilight Sparkle: Pinkamena Diane Pie!

Pinkie Pie: PINKAMENA DIANE PIE!

Twilight Sparkle: HOW DID I NOT MAKE THAT CONNECTION!?

Laughing uncontrollably, Pinkie raises her hacksaw and digs it into the side of Twilight Sparkle's neck. The whistle sounds and blood spews forth as Twilight thrashes about and gurgles. Pinkie pulls her weapon out of her victim's neck and drags her to the back room, where she places her on the table. With one final wave good-bye, Pinkie pulls the lever that sends Twilight, still dying, down to the basement. Her laughter soon fades and she returns to the kitchen. She kneels and sets the hacksaw on the floor.

Pinkie Pie

Rest now, my pal.

Rest now forever.

Sleep now a satisfied

Sleep for the ages.

Pinkie Pie: Oops. (moves for the door) Almost forgot about Spike. (turns back) I'll need my pal for this.

When she returns to the kitchen, she sees a yellow pegasus baker standing in front of the ice box.

Pinkie Pie: What are you doing here?

Fluttershy stammers and tries to give a response, but is unsure of what to say.

Pinkie Pie: Well?

Fluttershy: (coughs and tries to deepen voice) I, uh, was just looking to buy a few of your, uh, world-famous cupcakes.

Pinkie Pie: What're you deepening your voice for? You're obviously a girl. And-- say, I didn't even hear you come in!

Fluttershy: (dropping the act) Oh, please, miss. I'll never tell anyone what I saw.

Pinkie Pie: Cupcakes, eh? (grabs Fluttershy's apron)

Fluttershy: (cowering) Please, I'll never tell. I swear.

Pinkie Pie: Oh, if it's cupcakes your after, I think I can... treat you. (giggles)

Pinkie throws Fluttershy into the hallway to the back room and moves in for the kill.

Rarity: (from below) Die! For heaven's sake, die!

Pinkie turns to listen to Rarity's screaming and Fluttershy seizes the oppurtunity. She gets up and gallops past Pinkie and out the door. Pinkie nearly catches her, but fails. She gives a low growl and moves for the door. A large crowd of ghosts is waiting inside the main room as Pinkie walks through.

Ghost Chorus

Raise your hacksaw high!

Pinkie, hold it to the sky!

Slash right through the skin and bones of

Hypocrites!

They follow as she exits.

Interior of the basement

Twilight Sparkle is clutching at Rarity's leg and refuses to let go. Blood still spurts from her mouth and the opening in her neck, a slow painful death. Nearby, the beggar lies dead on the ground and leaning against the wall is Rainbow Dash's mutilated corpse.

Rarity: Die! Just die!

Twilight gives one last gurgle and passes away, leaving Rarity panting. She backs away from the body and sets the knife she was carrying on the floor. She moves at the body of the beggar. She lifts up the hood of the cloak and gasps in shock.

Rarity: You! Did Night Mare Moon come back just to torment me!?

Pinkie swings the door open and steps inside. Big Macintosh, who seems to have followed her, pokes his head inside.

Big Macintosh: Excuse me, I'm just looking for--

Pinkie turns and slashes the hacksaw across his neck. He appears shocked for a moment as the whistle sounds again, then collapses to the floor.

Pinkie Pie: The last thing I need is another loose end. (drags the body to the others) What happened? Is Twilight still alive?

Rarity: Just for a few moments. She's done in now. (grabs the beggar's body) We really should clean up this mess.

Pinkie Pie: I'll take care of them. I've been waiting to bake this unicorn for fifteen years. Open the doors for what's left of Rainbow Dash.

Rarity: (continues dragging the baker) Then surely we can get rid of this one.

Pinkie Pie: (gestures with the hacksaw) Just open the doors!

Rarity obeys and opens the door to the furnace, spilling the light from the fire onto the bodies. Pinkie inspects Twilight's body one last time and smiles in satisfaction. She moves to the beggar's body.

Rarity: No! Leave her!

Pinkie Pie: What's the matter? Afraid you'll get blood on your-- (freezes) Oh, no.

She stumbles back from the body, speechless. Her hair begins to fall from its usual position and becomes straight.

Pinkie Pie: "Don't I know you?," she said. (looks at Rarity) You knew. You knew all along.

Rarity: (moves slowly towards the knife) But I was only thinking of you.

Pinkie Pie

(moves to the body)

Ditzy...

Rarity: Your Ditzy! A derp-eyed, haggard beggarmare picking rotten apples out of back-alley trash cans! I didn't want you to know what she'd become, didn't want to see you hurt like that!

Pinkie Pie: (takes Ditzy's hoof) You lied to me...

Rarity

Yes, yes, when we first met,

Yes, I may have lied.

Pinkie Pie

Ditzy...

Rarity

Said she lost her sugar-- she did --

And I may have said that she died--

Poor dear,

She lived--

Pinkie Pie

I've come home again...

Rarity

Tried to help her out, but she fled,

Offered her a home, nice, warm meals, and a bed--

Pinkie Pie

Ditzy...

Rarity

Should've seen a doctor,

Wound up at the factory instead,

Poor dear!

Pinkie Pie

Dear Celestia...

Rarity

(almost to the knife)

I thought you should think she was dead.

Yes, I lied 'cos I love you!

Pinkie Pie

Ditzy...

Rarity

I'd care for you like she never could!

I love you!

Pinkie Pie

What have I done?

Rarity

Could she have loved you the way

I do?

Pinkie gets up with a smile and looks at Rarity just as she is about to reach the knife.

Pinkie Pie

Ms. Rarity,

Not ceasing to amaze,

To think that you could conjure such an

Enterprising idea.

You've sung more than once before

We should leave things as they are in the past!

Pinkie moves closer to Rarity and holds out a hoof, beckoning her to come closer. Rarity steps back slowly, becoming more nervous.

Pinkie Pie / Rarity

No, come here, my sweet... / Oh, that's such good news.

Not a thing to fear, / Just for a few moments there I thought

Sweet... / We were through. But

What's dead / You must still

Is dead. / Want to be

-- / Married?

Pinkie lunges forward and puts her hooves around Rarity. The two spin around in a dance reminiscent of their duet in "A Little Prince". Rarity lifts up the knife with her magic and tries to get it closer to Pinkie's back. Unseen, Spike lifts his head from the sewer grate and watches the macabre scene.

Pinkie Pie

The history of Equestria--

Rarity

Oh, Pinkie Pie,

Ooh, Pinkie Pie,

Never you fear...

Pinkie Pie

Is setting aside one's own area.

Rarity

(concentrating)

Canterlot, Pinkie Pie,

Where we'll be so happy,

Canterlot, Pinkie Pie,

Won't we look so snappy?

Pinkie Pie

"Life's for the living," you've said, my dear

So let's keep living it--

They spin faster and faster as they draw closer to the furnace. Rarity fights to maintain her hold on the knife. By the light of the furnace their faces are illuminated in each others' eyes: Pinkie's, smiling evilly, and Rarity's, desperate and determined.

Pinkie Pie and Rarity

Just keep living it,

Really living it!

Just as Rarity is about to drive the knife into Pinkie's back, she is hurled into the open flame. She screams in fiery pain as her body becomes charred and consumed. Pinkie slams the door shut and waits for the banging and screaming to stop. When it is done, she turns around and glances at the knife on the ground. She steps over it and makes her way to Ditzy Doo's body, her face no longer illuminated. Pinkie falls to her side and holds the body close.

Pinkie Pie

There was a baker and her friend

And she was so silly.

A foalish baker and her friend.

It seemed their friendship had no end

And she was so silly

And so spontaneous.

The baker was...

Naive...

She hears footsteps behind her and glances over. Spike has come out of the great and is holding her hacksaw in his claws. A look of fury is on his face, but he remains silent. She tilts her head up and fully exposes her neck. Spike moves behind her and, without a word, drags the blade across her neck, spilling blood onto Ditzy's corpse as the whistle sounds. Pinkie allows death to overtake her and Spike backs away. He looks at the hacksaw and starts to laugh. At first it is a small chuckle, but it soon grows into full, maniacal laughter. Fluttershy, Applejack, and two guards enter the basement and are stunned by the bloody display. Applejack looks at Big Macintosh's body in particular.

Applejack: (sadly) Oh, Big Mac...

They hear a clatter from the baking side of the basement and move a little closer to see Spike mixing up a bloody batch of cupcake batter. He looks at them with an insanely cheerful look on his face.

Spike

All you have to do is take a cup of flour,

Add it to the mix.

Now just take a little something sweet, not sour,

A bit of salt, just a pinch.

Baking these treats is such a cinch,

Add a teaspoon of vanilla,

Add a little more, and you count to four

And you never get your fill of…

He sets the bowl down and closes his eyes. He walks past the ponies and onto the street, where a large crowd has gathered. Fluttershy, Applejack, and the guards move to behind him. His eyes open and the whistle sounds.

Spike

Attend the tale of Pinkie Pie

Her mane was bright, her movements spry--

Applejack and Fluttershy

(move to stand at Spike's side)

And ponies all across the land

Would come to see new parties that she had planned.

Guards

(move to stand at Spike's side)

But no one saw through all the lies

Ensemble

Of Pinkie Pie,

The spastic baker of Sweet Street.

The group parts to make way for the beggar, who seems to have risen from the dead. Blood from hers and Pinkie Pie's cuts stain her rags.

Derpy Hooves

She owned a store in Ponyville

Where all the ponies had their fill--

Twilight also enters from the basement and stands next to the beggar.

Twilight Sparkle

And though many customers tasted her treats,

Some unlucky ponies would become the sweets--

Ensemble

Through Pinkie,

Through Pinkie Pie,

The spastic baker of Sweet Street.

The group makes its way to the front of Carousel Boutique as, from opposite sides, Trixie and Rainbow Dash enter; Trixie descending the stairs from the sweet shop and Rainbow Dash ascending the stairs from the basement

Trixie and Rainbow Dash

Raise your hacksaw high, Pinkie!

Hold it to the sky!

Make them writhe in pain before your

Deadened eyes...

A multitude of ghosts spill out from all sides: the basement, the stairs, and the entrance to Carousel Boutique. Each one has his or her throat slashed, clearly a victim of Pinkie Pie's insanity. They surround the only ones left living: Applejack, Fluttershy, Spike, and the guards. The entire groups sings in a whisper.

Ensemble

Balloons and ribbons across the store

Concealing what lay at the core:

A heart so cold, if still she lives

She never forgets and she never forgives.

You've seen the dark that does not die

In Pinkie Pie,

The spastic baker of Sweet Street.

The mob of ghosts begins to make its way through the crowd of living ponies, who at last see the ghosts. They find themselves unable to move and allow the ghosts to walk around them with foreboding looks frozen on their faces. Applejack, Fluttershy, Spike, and the guards also travel into the crowd. A small flame is seen starting inside the Carousel Boutique window. It grows as the ensemble sings.

Mares

Pinkie wishes the fun to stay,

Pinkie's choking down her dismay.

Making her guests weave and yaw,

Wondering why it's called a hacksaw.

Pinkie waits in the bakery

Making your speech become slurry.

Stallions

You've eaten the cupcakes, death's inside you,

Isn't that Pinkie there beside you?

Ensemble (joining in a few at a time)

Pinkie wishes the fun to stay,

Pinkie's choking down her dismay,

Is Pinkie!

There she is, it's Pinkie!

Pinkie! Pinkie!

Pinkie! Pinkie!

Piiiiinkiiiiie!

The ensemble points all about the crowd, while they all remain frozen in fear. By now, Carousel Boutique has been engulfed in flames, mirroring the scene in the beginning.

Ensemble (joining in a few at a time)

There! There! There! There!

There! There! There!

(point to the Carousel Boutique door)

There!

Pinkie has stepped forth from the inferno once again and stands with Rarity at her side.

Pinkie Pie

Attend the tale of Pinkie Pie!

Ensemble

Attend the tale of Pinkie Pie!

Pinkie Pie

She served her laughter, dead and wry!

Ensemble

She served her laughter, dead and wry!

Pinkie Pie

Seek not revenge on those who wrong--

Rarity

Unless you expect to be taken along--

Pinkie Pie and Rarity

With Pinkie--

The ensemble begins to leave the crowd.

Ensemble

With Pinkie Pie,

The spastic baker of Sweet--

The ensemble has left the crowd entirely and the flames have died down, leaving Carousel Boutique and Pinkie Pie's Capricious Confectionery a charred husk. The ghosts fade into the shadows and the ensemble's living members slink into the alleyways.

Ensemble

Street.

Rarity gives one last look of hatred to Pinkie and turns to go down the stairs to the basement. Pinkie is left alone at the door to Carousel Boutique. Despite the rest of the building's destruction, the door remains intact. Pinkie steps inside. She turns around to face the crowd and gives one last wicked smile. She steps inside and pulls the door shut. The crowd is silent.

Act II: Part IV

Interior of a Canterlot mansion

Two wealthy-looking, white unicorns, a blue-maned stallion in a fine suit and a pink-maned mare, are sitting at a small table with some tea. The room around them is almost exactly how Rarity envisioned her dream home. The ceiling is high and the walls are a soft blue. The tall windows allow the sun to shine through, a stark contrast to the cloudy blandness of Ponyville down below.

Fancypants: A nice day for a walk in the park, don't you think, Fleur?

Fleur des Lis: Oh, yes. In fact, I haven't seen the sun shine like this in years. Do you think something's changed?

Fancypants: Doubtful. Even after all this time, the princess still refuses to make public appearances. Then again... perhaps something has changed. (lifts a monocle to his eye and moves a newspaper from the kitchen with his magic) Now, let's see... (begins reading, then gasps) Sweet merciful Celestia!

Fleur des Lis: (startled) What!? What's happened?

Fancypants: (reading from the newspaper) "Tragedy Strikes: Ponyville residents left mortified after a cellar of death was discovered beneath famed shops Pinkie Pie's Capricious Confectionery and Carousel Boutique. At nine-o-clock last evening, police officers were called to the disturbing scene as a horde of mad ponies swarmed the streets. There, they discovered the skins, hair, bones, and flesh of ponies as components of baker Pinkie Pie's cupcakes and dressmaker Rarity's clothing." Good heavens! "Recent disappearances of more than twenty ponies are being attributed to the duo. Witnesses and officers who first arrived on the scene remain missing and a young dragon, suspected to be an accomplice, has been detained. Witnesses to the polices' reveal of the situation claimed to see the ghosts of the victims surround them and move about before disappearing. 'I shwear, firsht there was one, then two, then a dozen of 'em,' says Ponyville resident Berry Punch. 'Ghosts! Ghosts everywhere!'. Other ponies who claimed to see the phantasmagoria have refused to comment. 'Ms. Pie's body was discovered at the scene, but Ms. Rarity remains missing,' says Chief Inspector Billy Club, head of the investigation." This is... this is absolutely horrible! "Among the dead discovered at the scene were the honorable Judge Twilight Sparkle, Beadle Rainbow Dash, and well-known apple magnate, Big Macintosh." (sadly) Not Big Mac...

Fleur des Lis: How dreadful. To think anypony would be capable of something so barbaric.

Fancypants: Our walk in the park will have to wait. (sets the paper down and gets up) I think I'll go to Ponyville myself and see what I can do to help.

Fleur des Lis: Oh, do be careful. You know how dangerous the outside world can be.

Fancypants: (puts on an overcoat) Not to worry, dear. (kisses Fleur) It's nothing I'm not prepared for.

Fancypants walks upstairs and enters a servant's bedroom, a room that, while somewhat simple, is well above the standards in Ponyville. A mare with a yellow coat and full red mane is sitting somberly on the bed. She doesn't look up and simply stares at the floor.

Fancypants: Ms. Apple Bloom, I... I suppose you must've read the paper and I just... (pauses to find the right words) I just want you to know that Fleur des Lis and I will be here for you. I'm off to Ponyville for a few hours, but Fleur will be right downstairs if you need her.

Fleur des Lis: (enters the room and stands next to Fancypants) We'll be happy to pay for carriage fare if you'd like to return to Ponyville. I know this must be very hard.

Apple Bloom: (looks up, face brightened a little) Thank you. That's very kind. I think I would like to go back for a few days. Granny Smith must be taking it hard, too.

Fancypants: (to Fleur) Do take care of her, darling.

Fleur des Lis: (hugs Fancypants) Be safe.

Fancypants heads down the stairs and exits the house, leaving Fleur with a still-somber Apple Bloom.

Fleur des Lis: I'll let the college know you'll be gone for a few days.

Apple Bloom: (looks up and nods softly) Thank you. If it's alright, I'd like to be alone for a little bit.

Fleur des Lis: I'll be right downstairs. (leaves and shuts the door)

With Fleur's exit, Apple Bloom slowly rises and walks to her dresser. She pulls open a drawer and picks up a picture of her, Applejack, Big Macintosh, and Granny Smith, taken during her foalhood. She stares longingly at the photo for a few moments.

Apple Bloom: The world wronged us. Ma, pa, Granny, Applejack, Big Mac, and me. Well, I'll show them. I'll show them all. (lifts a scalpel from under a dress in the drawer) After all... (looks out the window to see Ponyville in the distance)

Apple Bloom

There's a place in the world that is full of hate

Where none can escape a dark and gruesome fate

And the worst of ponykind all congregate.

The final image is of Apple Bloom, her face grim and hateful, with a scalpel in hoof, ready to exact vengeance for her family on the world.

DAS ENDE

Act I: Part I

Exterior of a baker's shop

The sound of an organ destroys the eerie silence. It plays the familiar opening of Stephen Sondheim's "Sweeney Todd: The Demon Barber of Fleet Street". A single candle sits in the window of the shop. It flickers lightly at first, but begins to grow until the light spreads throughout the shop, giving the appearance of the store interior being in flames. As the shop burns, four strong-looking ponies enter from the rear of the audience carrying a wrapped body and slowly make their way to the stage. A horrible, piercing train whistle sounds as a lone brown earth pony exits the store, untouched by the flames. He faces the audience gathered in front of the store, his expression dark and foreboding.

Doctor Whooves

Attend the tale of Pinkie Pie.

Her mane was bright, her movements spry

And ponies all across the land

Would come to see new parties that she had planned.

But no one saw through all the lies

Of Pinkie Pie,

The spastic baker of Sweet Street.

By now, the four stallions have arrived at the storefront. One of the four comes away from the group while they toss the body inside the inferno. He stands next to the other pony and faces the audience.

Big Macintosh

She owned a store in Ponyville

Where all the ponies had their fill

And though many customers tasted her treats,

Some unlucky ponies would become the sweets

Through Pinkie,

Through Pinkie Pie,

The spastic baker of Sweet Street.

As the large stallion sings, more haggard-looking ponies enter from either side, shuffling slowly to join the two already present. They turn simultaneously, their expressions dead. As the light increases a bit, it becomes clear the entire ensemble consists of ghosts, dry blood staining their throats.

Ghost Chorus

Raise your hacksaw high, Pinkie!

Hold it to the sky!

Make them writhe in pain before your

Deadened eyes...

As the chorus holds and their last note and becomes quieter, a group of depressed schoolfoals cross in the opposite direction, led by a rose-colored mare. Their behavior is somber. They continue aimlessly as the teacher moves to the audience to join the others.

Cheerilee

Balloons and ribbons across the store.

But under such bright things galore

A room that stank of sweet decay

With blood of innocents splattered on hay.

The darkness that will never die

In Pinkie Pie,

The spastic baker of Sweet Street.

As the schoolteacher sings, one of the members of the orchestra, a grey mare with a dignified appearance, carries her cello onto the stage and takes the center, playing and singing.

Octavia

Enthusiastic Pinkie was

Cheerful and happy and gay she was

Under the floor, hacksaw in hoof

Her victims were tortured, while she was aloof.

Pinkie giggled and Pinkie laughed.

No one could escape her macabre craft.

Pinkie was smooth, Pinkie was subtle.

Pull your number and end all your troubles.

Ghost Chorus (joining in a few at a time)

Pinkie was smooth, Pinkie was subtle.

Pull your number and end all your troubles.

Pinkie was smooth, Pinkie was subtle.

Pull your number and end all your troubles.

Pinkie was smooth, Pinkie was subtle. / Pinkie! Pinkie!

Pull your number and end all your troubles. / Pinkie! Pinkie!

Pinkie!

The lights focus on a lone pink mare who has entered from the raging inferno inside the shop. The ensemble parts and turns to face her as she seems to command them.

Pinkie Pie

Attend the tale of Pinkie Pie.

Ghost Chorus

Attend the tale of Pinkie Pie!

Pinkie Pie

You'll stick a cupcake in your eye.

Ghost Chorus

You'll stick a cupcake in your eye!

Pinkie Pie

So what happens then? Well that's the tale

And now, everypony, we shall regale.

Ensemble

With Pinkie, with Pinkie Pie

The spastic baker of Sweet...

Street...

The lights on the streets fade fade and the ensemble disperses, fading away like the ghosts they are. The flames die and mist envelopes the area. To the left, an orange earth pony in an unusual hat stands on a balcony, supposedly the edge of a ship. She gazes off into the distance. The music becomes grandiose and calming, like a ship on the sea.

Exterior of the docks

Applejack

All across Equestria I've seen wonders,

From Manehattan

To fantastic Canterlot.

But they're not quite like Ponyville.

I hear the schoolbells ring.

They just make me want to sing.

No, they're--

Pinkie Pie steps to Applejack's side.

Pinkie Pie

Not quite like Ponyville.

Applejack: Ms. Pie, ma'am...

Pinkie Pie

You can't lie.

You must not see this place

For what it is.

The two take some stairs down to the stage level. They re-enter, carrying travel bags and stepping into the fog.

Pinkie Pie: Well, dear Applejack, I guess this is good-bye. I pinkie swear that I'll never forget the good ship Lollipop, nor the young pony who rescued me.

Applejack: Ain't no need for thanks, ma'am. I'm sure any pony worth her salt would've rescued ya from that dreaded Everfree Forest.

Pinkie Pie: I guarantee there're plenty of ponies who would've just left me there! And that's not nice at all...

On the opposite side of the stage, a crazy beggar mare wanders about, wrapped in an old cloak. Her mane and coat are a pale grey and her eyes don't seem to be facing the same direction.

Derpy Hooves

Bits, bits for miserable filly

On a miserable chilly mornin'.

A young stallion who seems to be galloping in a hurry attempts to get past her, but she blocks him until he tosses a few bits to her.

Derpy Hooves: Why, thank ya, sir! Thank ya!

From her cloak, she randomly pulls out a crusty, old muffin and an envelope.

Derpy Hooves

Now how would you like a muffin?

Or maybe a little mail?

Perhaps a bit of both!

(pulls out a package with a picture of a muffin on it)

Wouldn't ya like a box of muffins!

It looks to me, dear,

You're lookin' hungry and a bit frail!

Panicking, the stallion gallops away, terrified by the beggar's insanity. She bursts into mad laughter.

Derpy Hooves

Bits, bits for a miserable filly...

(now pulls out a bowl of oatmeal)

Perhaps a bit of oatmeal...

(approaches the two to the left and points at Pinkie)

Derpy Hooves: Hey! Don't I know you miss?

Pinkie Pie: Huh. Maybe I-- wait a second.... Is that-- oatmeal!? Are you crazy!? Off with you!

Derpy Hooves

(pulls out the envelope and muffin again)

Then how would you like a muffin?

Miss, a little bit of mail?

A little...

Pinkie Pie: Off I say! To Discord with you!

Derpy Hooves

Bits, bits for a pitiful pony!

The mad beggar exits and Applejack steps up to Pinkie, making sure she is okay.

Applejack: Pardon me, ma'am, but there's no need to worry about the likes o' her. Just another derp-eyed beggar pony. Ponyville's full of 'em now! And they're pretty rude, too.

Pinkie Pie: Pretty rude? They sound dee-spicable! I wish Ponyville was how it used to be; so bright and full of life. (shakes herself out of a dream-like state) Forgive me.

Applejack: (assuredly) Nothin' ta forgive.

Pinkie Pie: Then so long, Applejack.

Applejack: Um, Ms. Pie. Before ya go...

Pinkie Pie: (suspiciously) Yyyeeeeeesssss?

Applejack: I know I said never to question you, and I've always honored that. What set ya lost in the Everfree Forest is your business. But over these past weeks, I've come to think of ya as a friend and if ya ever need food, shelter, or money...

Pinkie Pie: No!

Pinkie Pie

(she faces the audience)

There's a place in the world that is full of hate

And the worst of ponykind all congregate

And the chaos there not even Discord would sate

And it goes by the name of Ponyville.

At the top of the mountain sit the unicorns

Prodding the meek down below with their damned horns,

Changing kindness into cruelty.

(faces Applejack again)

I too have traveled Equestria, seen its wonders.

For the hatred of mares is as great as Canterlot,

But they're not quite like Ponyville...

Pinkie Pie: Whoops! Sorry about that, Applejack. I've been told I tend to break out in song. It seems happens on a whim.

Applejack: Like when?

Pinkie Pie: Like now...

Pinkie Pie

There was a baker and her friend

And she was so silly.

A foalish baker and her friend.

It seemed their friendship had no end

And she was so silly

And so spontaneous.

The baker was... naive.

There was another mare who saw

That she was so silly.

A zealous agent of the crown

Who sought to bring their whole world down

And sent the baker far away

While her sweet friend was forced to stay!

Then she would slip!

So sweet!

So bubbly!

So confused and oh so silly!

Applejack: I've heard many ponies have been forced to stop eating sweets. Was the friend one of those?

Pinkie Pie

(she stares off, saddened and distant)

Ah, that was far too long ago.

I don't think anypony would know.

Pinkie Pie: (faces Applejack again) Now, I really have to go, Applejack. I must leave for town, find out about my friend, unfortunately, alone.

Applejack: But we have to meet again, at least over an apple cider.

Pinkie Pie: Okie dokie Loki. Perhaps on Sweet Street...

The two nod at each other and Applejack departs to wander the town. Pinkie Pie smiles at her and keeps up the smile until Applejack exits. The smile quickly disappears and she sings to herself.

Pinkie Pie

There's a place in the world that is full of hate

Where none can escape a dark and gruesome fate

And the worst of ponykind all congregate...

She exits.

Exterior of a dress shop

Pinkie Pie enters the street from around a corner and stands in confusion before a dress shop that seems to occupy where her old sweet shop was. A single sign hangs at an angle from a post: Carousel Boutique. It seems to be quiet and devoid of shoppers, cast off as being run-down and useless. She chuckles at the sign, still finding some humor in it, and steps inside. Behind the counter is a focused, white unicorn at work sewing a tattered old dress. She doesn't even notice Pinkie until the bell above the door rings. She immediately perks up.

Rarity: (gasps) A customer!

Pinkie Pie attempts to quickly turn around

Rarity

Whoa! Come on in,

Take a seat, please. (retrieves a ribbon while Pinkie sits)

I was afraid you-- (cuts the ribbon with scissors)

Were another beggar mare.

What're you doing sitting? Stand!

Stand on up, stand! (Pinkie stands)

I just mean to say

I haven't seen a customer for weeks.

Did you come in for a dress, miss?

(before Pinkie answers, Rarity wraps a tape measure around her)

Pardon me, my head's a little out of place. (gives a "huh" at he measurement)

Oh, forgive my pun,

But why the long face? (jumps behind the counter)

Not a single pony-- (retrieves a dress)

Wants my dresses. (slams it on the counter)

Eek! A moth! (a moth flies out of it)

My clothes used to be the best, miss! (she begins sewing ribbons on)

Ugh! (at a cockroach)

But not a pony even tries anything on

And I assure you that my shop here is no con.

(sweeps out from behind the counter with the dress)

(as she continues singing, she adds more ribbons and stitches some holes)

Although I can't really blame them.

These are probably the worst clothes in Ponyville.

I know why nopony dares to try them.

Why would they?

I sew them.

But well? (actually neighs) Nay!

The worst clothes in Ponyville.

Making these should be a sin!

The worst clothes in Ponyville.

If you dare to squeeze on in...

(hands the dress to Pinkie, who struggles to fit in it)

Isn't that restricting?

It probably itches.

It looks so constricting.

Just look at these stitches.

The worst clothes in Ponyville...

(as she continues, she pulls off the dress and begins cutting it into scraps)

No doubt about it, with the price of jewels,

Or fabric-- (cuts)

If you get them. (cuts)

Never-- (cuts)

Thought I'd see such travesty.

One would think ponies would

Be against-- (cuts)

Using-- (cuts)

Poor little creatures furs.

Ms. Moondancer has a dress shop.

Not too suspicious, ah, but here's a little spin:

Lots of animals are losing all their skin. (one big rip)

Can't deny it.

As long as no--

Pony knows,

Popping creatures into clothes.

None of that in my shop!

Although decent fabrics come at a high price

And, I'm telling you, those furs, they sure look nice.

(sits down, exhausted from scrapping the dress)

I can't believe I'm so pathetic.

Even more pathetic than the worst clothes in Ponyville.

But here there's not much more than

Cotton and fake gems,

All slap-dash and itchy.

It's filled with moth bite-holes

And feels like-- (rubs the cloth to her cheek)

Well, pity

A pony alone

With no one to see.

And the worst clothes in Ponyville! (tosses the dress into the air)

Ah, miss. I'm so pathetic.

I'm so pathetic! (spins around as she holds the last note)

Pinkie Pie starts to itch at her coat, irritated by the rough fabric. Rarity sighs and approaches her.

Rarity: Don't worry, darling. I still have some of the good soap. We'll wash that itch right out.

She leads Pinkie inside an interior door to take a bath.

Boutique interior

Pinkie Pie is laying on a sofa near the fire, wrapped in a blanket with her coat still a bit wet. Rarity enters from a back room, carrying a tray with two cups of hot chocolate on her back.

Rarity: There, now. Isn't that lovely? All warm and cozy by the fire. It looked like you hadn't had a decent grooming in ages, poor dear. (hands Pinkie a mug of hot chocolate, steam still rising from it)

Pinkie Pie: Thank you! (drinks the still-hot hot chocolate in a single gulp)

Rarity: Uh, right...

Pinkie Pie: So I noticed you have an abandoned bakery above your boutique here. Have you ever thought about maybe renting it out?

Rarity: (looks up) Oh, I've considered it alright. The only problem is no pony dares set hoof in there.

Pinkie Pie: Why ever not?

Rarity: (looks back to Pinkie and blows on her mug) Stories tell of some terrible tragedy happening up there. Some are true, some are false. (takes a sip) But I know the truth...

Rarity

There was a baker and her friend

And she was so silly.

A master of all things dessert

'Til she was sent to the ends of the earth.

And she was so silly...

Rarity: Pie, her name was. Pinkamena Diane Pie.

Pinkie Pie: (chuckles nervously) Well, that's a coincidence. What was her crime?

Rarity: Foalishness.

Off to the side, a young-looking, white pegasus stands high in a window, trying to rock a yellow, baby pegasus to sleep. She seems to be worried and crying off to the side.

Rarity

She had this friend, you see.

Crazy little dear,

Silly, little mare.

Had her chance to live life without fear.

Poor dear.

Poor dear.

The friend looks out the window and sees Twilight Sparkle and Rainbow Dash standing below, waving at her. Twilight is holding balloons and grinning hopefully.

Rarity

There was this wizard you see.

Wanted to be her pal.

She'd always send balloons and a cupcake.

But these cheerful gifts she would not take.

Simply waited up there with heartache.

So sad.

Pure dear.

So they went the baker to the forest, mining coal.

Leaving her with an empty house and a year-old foal.

Didn't even think what might become of her kind soul.

Poor foal.

The friend moves away from the window, crying even harder.

Rarity

Ah, but there was worse yet to come.

Poor dear.

Rarity: Fluttershy, her name was. Pretty little Fluttershy.

Pinkie: Please continue!

Rarity: Ah, you do seem to enjoy a good story.

Rainbow Dash flies up to the window and knocks. The friend answers and the two begin mouthing a conversation.

Rarity

Well, Rainbow calls on her all polite.

Poor dear, poor dear!

Much guilt has been felt by the judge Twilight.

She wants to explain it was not in spite.

She must come to the library tonight!

Poor dear! Poor dear!

Rainbow Dash and the friend fly off to the library. The scene changes to a masquerade party Judge Sparkle is throwing.

Rarity

But once she arrives there,

Poor dear, poor dear,

There's a Ponyville ball with masks.

The party-goers actively dance around and unapologetically bump into her. She becomes more worried as the dance drags on.

Rarity

She starts to crave candy,

Poor thing, poor dear.

The sweeties already went bye,

Poor dear.

Her pulse begins running too high,

Poor dear.

"Oh, where is Judge Sparkle," she asks...

Rainbow Dash leads her to the middle of the dance floor, where Twilight peers at her from behind a mask. She sneaks up from behind and takes off the mask.

Rarity

She was there alright,

Only not without spite!

The friend screams in terror as ponies begin descending upon her and hold her down. She struggles desperately to escape and find something with sugar but she can't break free. Twilight comes forward with a cupcake and dangles it in front of the poor mare's face.

Rarity

She couldn't stand up to this plan, you see,

And everyone was sugared up.

They held her back before she ran, you see!

The poor pegasus was driven crazy!

Poor foal!

Poor dear!

The friend cries out one last time as the lights fade on that side.

Pinkie Pie: (realizing who the victim is she stands up) NOOOOOOOO! Was there no mercy for her?

Rarity: So you are the baker... You're Pinkamena Diane Pie!

Pinkie Pie: Tell me! Tell me, where is my Ditzy!?

Rarity: I'm so sorry. She died of low blood sugar. I tried to bring her something to help her deal with the pain, but she'd barred the door and let herself die. And the wizard took the baby.

Pinkie Pie: The wizard? Judge Twilight Sparkle?

Rarity: Hoped to raise her to become the friend she never had.

Pinkie Pie: (stares into the fireplace) After fifteen years, all I wanted was to return my life. For everything to be back the way it was. But now it's all gone.

Rarity: Not quite all gone. You still have your shop. After all, Pinkamena, you--

Pinkie Pie: (turns to Rarity) No! Not Pinkamena. I'm Pinkie. Pinkie Pie, and no other. Although I will have my shop... and my revenge. My sweet, sweet revenge... (stares back into the fire) Judge Sparkle and Rainbow Dash will pay. They will pay with blood and end in fire. (turns back to Rarity, suddenly grimly cheerful) But, first, cupcakes!

Sweet shop interior

The room is dark.

Rarity: (off-stage) It'll be right this way, Ms. P. Just up these steps.

Rarity and Pinkie Pie enter. Rarity lights a match and, subsequently, a lamp that lights the whole room. The area is dusty and gray. Cobwebs cover all the corners, the kitchen and all the furniture are covered with sheets, and dust hangs in the air.

Rarity: Not to worry, dear. Surprising what a lick of paint will do, isn't it?

Pinkie Pie doesn't seem to notice her words. She stands in the doorway, seemingly unsure of whether or not to walk in.

Rarity: (goes over to Pinkie and takes her by the hoof) Oh, come on in.

While Pinkie looks about, Rarity lowers herself to the floor and begins lifting up a few of the boards with her unicorn magic. Dust is blown up as she lifts a large box from beneath them. She sets it on the floor and blows more dust off, then turns to Pinkie Pie.

Pinkie Pie: Oh my gosh, I can't believe it!

Rarity: When the guards came to get the girl, I hid your baking tools. I was too generous at the time to just sell them. Figured you might come back some day looking for them.

Pinkie opens the box. Inside are a spoon, a knife, a whisk, other assorted baking tools, and... a hacksaw? She gazes longingly at each instrument before stroking them with her hooves.

Rarity: Wait a moment... Is that-- Is that silver?

Pinkie Pie: Silver. Yes...

Rarity: (to herself) Huh. Never noticed that before. Perhaps I would've been better off selling them.

Pinkie Pie

These are my pals.

Safe in my kitchen. (picks up a butter knife)

Just see how clean,

Not one speck of dust.

My pals,

My cheerful pals... (holds the edge to her ear)

Laugh with me pal.

Giggle. I'll join you.

I know, I know.

Left without sweets

All these years

Like me, my pal!

Well, now I'm back

And I'm so happy!

Home,

Where I can bake...

And we'll have parties,

Won't we...?

(returns the butter knife and retrieves a bread knife)

Pinkie Pie / Rarity

I'm here, my pal. / I'm your pal too, Pinkie Pie.

Never you worry. / Right here in front of you, Pinkie Pie.

Now, with a smile / Ugh, Pinkie Pie,

You belong / You belong

In my hoof. / Outside.

My pal, / You should go.

My tricky pal... / Do you know you're talking to baking tools?

(Pinkie puts the bread knife back)

Sleep now, my pals. / Well, never you fear, Pinkie Pie.

Soon you'll bake with me. / You can at least have dinner here,.

Soon we'll bake wonders / Pinkie Pie. Wonders

You never have tasted / You never have tasted

Before, / Will be yours!

My lucky pals! / I'm your pal!

'Til now your flavor's / And you're mine! They look kind of creepy.

Been mere vanilla. / How do you even use a saw to bake?

Pinkie Pie

Pals,

You shall drip cherry.

You'll soon drip yummy

Cherry...

Pinkie leans down to her utensils, closes her eyes, and smiles gently at them.

Pinkie Pie: (without turning around) Now, leave me.

Rarity leaves and Pinkie picks up the strangest utensil of all: the hacksaw. She slowly rises and faces the audience, a new fire in her eyes.

Pinkie Pie: At last! My hoof is complete again...

The ghost chorus re-enters on both sides and both them and the organ slowly explode into the same dark tune as the beginning, but slower and more foreboding.

Ghost Chorus

Raise your hacksaw high!

Pinkie, hold it to the sky!

Slash right through the skin and bones of

Hypocrites!

Pinkie glances quickly from side to side, then exits the sweet shop.

Doctor Whooves

Her smile was dark, her laughter mad.

Cheerilee and Octavia

She seldom cried, but was often sad.

Big Macintosh

She'd seen how civilized ponies behave.

She never forgot and she never forgave.

Ghost Chorus

Not Pinkie...

Not Pinkie Pie...

The spastic baker of Sweet Street.

Act II: Part II

Interior of Pinkie Pie's sweet shop

Pinkie Pie is sitting in a chair, looking out the window with a half-eaten cupcake resting in her hoof. She appears to be deep in thought and remains still as Rarity steps inside. She uses her magic to carry a tray of small sandwiches inside and sets it on a stand next to Pinkie.

Rarity: I thought you might like to try something a little healthy for a change. Would you care for one? (no response, sighs) Alright. (picks up a sandwich and begins eating) Ms. Pie, might I ask you a question?

Pinkie Pie: (not turning) Hm?

Rarity: Do you happen to remember what your Ditzy looked like?

Pinkie turns around and Rarity sets down her sandwich.

Rarity: I know you heard me, Pinkie. You can't remember, can you?

Pinkie Pie: Her mane was yellow. (thinks for a moment) Or maybe it was pink... (turns back around)

Rarity: (tenderly) Pinkie, please just stop and think for a moment. Your Ditzy's gone. If you keep trying to live in the past, the present will just pass you by. Life's for the living. (no response) I've been thinking. You and I need already need each other. We could have a life. Maybe it won't be the way I imagined, but we could be happy. (no response) Come here, Pinkie.

Finally, Pinkie sets down the rest of the cupcake and gets out of the chair. She turns to face Rarity and looks at her thoughtfully. Rarity holds out her hoof and smiles warmly. Pinkie hesitates at first, but steps forward... then again. Moving a bit faster, she holds up her hoof to touch Rarity's before-- hoofsteps are heard from outside and the door swings open.

Applejack: Ms. Pie, Ms. Rarity. I feel like I've bucked about a dozen orchards, but I've done it. (slumps in a chair)

Pinkie Pie: What is it, Applejack?

Applejack: She's had her locked away in an apple factory; owned by my brother, Big Macintosh, no less.

Pinkie Pie: (immediately becomes alert) You found Fluttershy?

Applejack: Findin' her was difficult enough. Gettin' to her her may well be impossible.

Pinkie Pie: (paces) An apple factory... Where is it?

Applejack: On the east side of town in the industrial district. But the place is barred with walls too high for anypony to climb. It's a fortress.

Pinkie continues pacing, thinking ever deeper on a solution. Applejack and Rarity simply watch quietly as they wait for an idea to come to her. She suddenly stops. She lifts her head up, suddenly determined.

Pinkie Pie: (to herself) I've got her.

Applejack: Ms. Pie?

Pinkie Pie: (to Applejack) We've got her! Where do you think most of the sweet shops in Ponyville get apples for their desserts? They must go to Big Macintosh's. With those apples they make candy apples, apple dumplings, and... (thinks for a moment) apple pies. We'll send you to Big Macintosh's to ask for apples bucked by the gentlest of ponies. And nopony is gentler than Fluttershy.

Applejack: Okay.

Pinkie Pie: But first! I must make you into a piemaker, and quickly, too.

Pinkie Pie

There's cherry, and there's sweet potato,

There's pumpkin, and there's cream.

Pinkie Pie: Repeat that.

Applejack

There's cherry, and there's sweet potato,

There's pumpkin, and there's cream.

Pinkie Pie: Perfect!

Pinkie Pie / Applejack

There's mince, there's bean, there's fresh strawberry / --

There's fried, there's lemon meringue... / There's mince, there's bean, there's fresh strawberry...

The schemers' words drift into silence as three ghosts, the most recent victims, enter from Pinkie's back room. They surround Pinkie and Applejack, completely unnoticed, and begin to sing.

Ghost Chorus

Pinkie fell to mistakes before

But never again, she swore.

Doctor Whooves

Luck had won out, Pinkie had sang,

Pinkie was ready and Pinkie sprang.

Ghost Chorus

Pinkie's troubles were cleared away

All within a single day.

Cheerilee

Pinkie was quick, Pinkie was ready,

Pinkie's dark plan at last was steady.

Doctor Whooves and Octavia / Cheerilee

Pinkie was lively with thoughts of death. / Pinkie, so maddened now.

Pinkie changed lives with a single breath. / Pinkie, getting closer now.

Ghost Chorus

Pinkie! Pinkie!

Pinkie! Pinkie!

The ghosts fade back into the shadows and Pinkie and Applejack continue discussing their plans.

Applejack

This season's, known for lemon,

With cream on top or somethin'.

Pinkie Pie

No, no!

This season's known for pumpkin!

Applejack

Known for pumpkin, not lemon!

Pinkie Pie: Very good. Now off with you, Applejack! Let nopony stand between you and Fluttershy, not even your own brother. And be sure to bring her back here. I'll watch her while you hire the coach to Trottingham.

Applejack: Thank you, my friend. I don't know how I could ever--

Pinkie Pie: No talk! Just go!

Pinkie Pie grabs a piece of paper, an inkwell, and a quill and sits down at her desk. Rarity walks up behind her and gently puts her hoof on her shoulder.

Rarity: Dear, I was thinking--

Pinkie Pie: Leave me be...

Rarity: I was just hoping I could--

Pinkie Pie: (firmly) Leave me be.

Disappointed, Rarity turns to leave. However, she holds her head high as she steps out the door and walks down the stairs. Pinkie is left alone, staring at the blank paper. She picks up the quill and dips it in the ink and prepares to pen her letter. The three ghosts from before step back out from the shadows and stand in a line. Big Macintosh, in ghost form, steps out from the back room and stands in front of the three.

Big Macintosh

Most honorable Judge Sparkle.

Doctor Whooves

Most honorable.

Cheerilee and Octavia

Honorable.

Big Macintosh

I hope that you receive this note--

Big Macintosh and Doctor Whooves

Quickly.

Doctor Whooves

I must warn you--

Big Macintosh and Doctor Whooves

That the ignorant--

Doctor Whooves and Octavia

Young traveler--

Cheerilee and Octavia

Has abducted your ward, Fluttershy--.

Big Macintosh

Fluttershy.

Doctor Whooves

Fluttershy!

Cheerilee and Octavia

From the apple factory where you--

Big Macintosh and Doctor Whooves

In wisdom--

Cheerilee and Octavia

Have placed her.

Big Macintosh

But, hoping to earn your friendship--

Big Macintosh and Doctor Whooves

I have persuaded the mare to bring her here tonight.

I hope that you will arrive here--

Doctor Whooves and Octavia

In Sweet Street--

Ghost Chorus

If you want her again in your hooves!

Hurry! If you're not too late--

Doctor Whooves

She will be be waiting.

Ghost Chorus

Waiting.

Big Macintosh

Your trustworthy and faithful colleague, Pinkie--

Pinkie Pie leans back in her chair, content with her work. After a quick glance over, she writes in the final word.

Pinkie Pie: Pie.

She smiles in evil satisfaction and stuffs the letter in the envelope. She gets up from the chair and heads outside to have it sent.

Interior of Carousel Boutique

Spike gloomily walks into the shop, having returned from an errand. Rarity is inside, putting away several mannequins. She hears the bell on the door ring as he walks in and she turns to greet him.

Rarity: (trying to cheer Spike up) Well, glad to see you're back. You missed quite the afternoon rush. Almost wore me out, today's customers did. (no response) Is something wrong, Spike?

Spike: Not really. It's just-- While I was walking by the factories, I saw a lot of ponies in pretty horrible conditions and I thought-- (pauses for a moment) if it weren't for you, I might be there or someplace worse. It's almost like Celestia herself sent you to me.

Rarity: (rubs his head) Believe me, dear, I feel the same way--

Spike: Well, I'm not sure you do-- That is, feel the exact same way as-- Well, I--

Rarity: Spike? Are you feeling alright?

Spike: (puts a claw to her lips) Listen. There's something you need to hear.

Spike

No one's gonna love you,

Not the way I do.

No one's gonna love you,

No, sir,

Not the way I do.

Rarity: Well, suppose I should've seen that coming.

Spike

Scoundrels'll twist you

With their words

When at large.

But I'll protect you

As stewards

Guard their charge.

Rarity: Listen, Spike, I don't know if I--

Spike

No one's gonna see you

For the girl you are.

Others may agree you

Aren't worth loving

But you are a star.

Scoundrels'll trick you

For their plans

But as sands

Fall through time

No one's gonna love you,

Not the way I do.

Rarity: Oh, Spike, that really is very sweet, but I-- Well, Pinkie Pie and I--

Spike: That's something I wanted to talk about, too. Ms. Pie's up to something. I can feel it.

Spike

Not to worry, don't you worry,

I may not be wise, but I can see.

It may seem she's

Trying to please,

But if she hurts you, she'll be sorry.

Not to worry, mum.

He leans in closer and puts his claws on her shoulders. He looks deep into her eyes, which are becoming more worried.

Spike

Being cute and being funny

Ain't like loving true.

I don't need to, I would never

Use or lie to you

Like some.

Rarity: (now teary-eyed) Oh, Spikey-Wikey. No one's ever spoken like this to me before. (takes his claws in her hooves)

Rarity

No one's gonna love you,

Not the way I do.

No one's gonna love you,

Spikey,

Not the way I do.

Spike

Scoundrels'll twist you

With their words

When at large.

But I'll protect you

As stewards--

Rarity: I'd thought it was just a simple crush, but this...

Spike

No one's gonna see you

For the girl you are.

Others may agree you

Aren't worth loving

But you are a star.

Scoundrels'll trick you

For their plans

But as sands

Fall through time

No one's gonna love you,

Not the way I do.

After the final note, Rarity and Spike embrace each other in a kiss. Tears form in their eyes as their lips pull away from each other. They smile and chuckle somewhat at their sobbing. After another quick embrace, they separate and attempt to compose themselves.

Rarity: Well, that's never happened to me before. I suppose it was you all along, Spike. (walks to a cupboard and retrieves a gem) I've been saving this gem for a special dress, but perhaps it's best if you have it. You deserve it, after all the help you've given.

Rarity places the light blue gem in Spike's claws and he gasps after inspecting it.

Spike: This is the gem on Trixie's cape!

Rarity: What!? Oh, no, no, that's-- that was just something Pinkie Pie gave me for my birthday.

Spike: See, this proves it, what I've been thinking about Pinkie Pie. (takes Rarity by the hoof) We have to go, right, now. We need to get Rainbow Dash and the police here right away!

She resists his pull and stays in place.

Rarity: Please, Spike, let's just stop this crazy talk. Ms. Pie's been so good to us all this time. How could you say such a thing? Please, Spike...

She pulls him into another embrace and they are quiet for several moments.

Rarity: You know, it's funny, us having this conversation, because I was just thinking. You know how you've wanted to help Pinkie and I with the baking and dressmaking?

Spike: Yes, ma'am.

Rarity: (looks away to wipe away several tears, then looks back) No time like the present.

Exterior of Sweet Street

Rarity leads Spike out of her dress shop and the two head down the stairs to the basement.

Spike: Wow. I feel bad for you, having to climb up and down these stairs all day.

Rarity: I'm sure your strong dragon legs will be able to handle it better.

Spike: (proudly) You betcha!

She unbolts the door at the end of the hall and leads Spike inside.

Interior of the basement

Inside the door is a large chamber with stone walls and a low ceiling. On one side is a large number of dress and wig mannequins, most of them with the objects displayed incomplete. An unusually large sewing machine sits deactivated with a large roll of colorful material under the material. On the other side is a large iron oven, a cupboard, and a steel table with several baking utensils sitting on a tray. In between the two sides at the far end is a large furnace with its fire roaring inside.

Rarity: Occasionally, Ms. Pie's workload gets to be a bit too high, so she comes down here to do some extra baking. (points to a sewer grate) The stench from the sewer comes up occasionally, but it shouldn't be too bothersome.

Spike: So which side do I start on?

Rarity: I think baking will be a bit easier for now. (leads him to the oven) Some batter's already been prepared so two trays at a time-- (lifts two trays off the counter and places them inside) close it all the way-- (does so) and I trust you remember the rhyme Pinkie sang for you?

Spike: Yeah, yeah. Cup of flour, count to four, I got it.

Rarity: Right. (leads him to the counter) If you run out of batter, take the proper ingredients, and put them in the bowl over here. Mix it all up and stuff it in the tray. Can you do that?

Spike: Right. Mix it up. Batter in the tray.

Rarity: There you go. I have to go upstairs for a moment. Will you be okay down here while I'm gone?

Spike: (smiles) You don't have to worry about me, Rarity.

Rarity: Of course. Silly me. (turns to leave)

Spike: Um, Rarity?

Rarity: Yes, darling?

Spike: Do you think I could have some gems as I wait?

Rarity: (walks to him and kisses him on the forehead) As many as you like, dear. As many as you like.

Rarity turns to leave again and shuts the door behind her. She leans against the cold, metal and gasps for air as she stifles a sob. She slowly locks the bolt into place, then goes back up the stairs.

Interior of Carousel Boutique

Rarity steps inside what should be an empty shop. However, she hears faint musical notes coming from the parlor. Curious to see what the noise is, she investigates the back room and, to her surprise, finds Rainbow Dash chiming away on the harmonium.

Rainbow Dash

Old, sly Discord with much dispatch

Played with the ponies whilst shouting,

"I am a spirit who aspires for a spin

That will spite all the sports in Equestria.

'Tis a row dow diddle dow day

'Tis a row dow diddle dow dee."

Rarity: (nervously) Oh my, Rainbow Dash. I had no idea you were a music lover.

Rainbow Dash: (turns to Rarity and chuckles) Not many do. It's been quite a while since I've seen such a fine instrument.

Rainbow Dash

Old, sly Discord met his match,

Frozen in stone whilst spouting,

"I am a spirit who aspires for a spin

That will spite all the sports who had not adored

My great discord

In Equestria.

'Tis a row dow diddle dow day

'Tis a row dow diddle dow dee."

Rainbow Dash: I hate to intrude, Rarity, but there've been some complaints.

Rarity: Complaints?

Rainbow Dash: About the smell from your chimney. Nothing to worry about, really. (looks back at the music) Oh, one of mom's favorites.

Rainbow Dash

If one bell rings when the gray mule doth bray

Ding dong, the harvest will stay,

Ding dong, one bell today,

When the gray mule doth bray...

Ding dong!

Rainbow Dash: Anyway, being responsible for weather regulations, I have to inspect the source of the smoke. I'm afraid I'll have to take a look.

Rarity: In the basement?

Rainbow Dash: Yes, sirree.

Rarity: Ah, well, I'm afraid it's locked and I don't happen to have the key. Pinkie Pie has the key, but she's gone right now.

Rainbow Dash: When will she be coming back?

Rarity: Can't say. She leaves at the most absurd times.

Rainbow Dash: That's okay. I've got time to kill.

Rainbow Dash

If two bells rings when the gray mule doth bray

Ding dong, ding dong, the harvest you'll fray

Ding dong--

Spike

(from the basement)

Ding dong! Two bells today when the gray mule doth bray!

Ding dong, ding dong...

Rainbow Dash: What the hay was that?

Rarity: That? Oh, that's just the dragon who helps out around here. He's harmless.

Rainbow Dash: Sounds like that's coming from the basement.

Rarity: Yes, yes, of course! You see, last week he'd decided to run off and we found him not two days later just inside the Everfree forest, shaking and quivering. So, we've kept him locked up in the basement for his own safety. Oh, do play the third bell for us. I'm sure we'll all feel much better.

Rainbow Dash

If three bells rings when the gray mule doth bray--

Rainbow Dash: You know, if you're a music lover yourself, how about you join me?

Rarity: Alright.

Rainbow Dash

Ding dong!

Rarity

Ding dong!

Rainbow Dash

Ding dong!

Rainbow Dash and Rarity

The harvest will splay.

Rainbow Dash

Ding dong!

Rarity

Ding dong!

Rainbow Dash and Spike

Ding dong!

Rainbow Dash

Three bells today!

Rainbow Dash and Rarity

When the gray mule doth bray.

Rainbow Dash and Spike

Ding dong, ding dong, ding dong...

Rainbow Dash

If four bells ring when the gray mule doth--

Rarity: How many bells are there?

Rainbow Dash: Twelve.

Rainbow Dash

Ding dong!

Rarity

Ding dong!

Spike

Ding dong!

Rainbow Dash

Ding dong!

Rainbow Dash, Rarity, and Spike

Then farmers must pray!

Rainbow Dash

Ding dong!

Rarity

Ding dong!

Spike

Ding dong!

Rainbow Dash

Ding dong!

Rainbow Dash and Spike

Four bells today, when the gray mule doth bray.

Rainbow Dash, Rarity, and Spike

Ding dong, ding dong, ding dong.

Rainbow Dash and Spike

Ding dong!

As the final note is sung, Pinkie Pie walks into the room, looking as happy as can be.

Pinkie Pie: Sounds to me like somepony's having a party in here.

Rainbow Dash: Ah, there you are Ms. Pie. I was hoping you'd be coming by soon. I'm told you have the key to the basement?

Pinkie Pie: Yes, indeedy! What for?

Rainbow Dash: There've been some complaints regarding the smoke coming from your chimney. Weather regulations and public safety being my duties, I have to take a look at your basement.

Pinkie Pie: Of course, of course. I understand completely. But perhaps you'd like to try one of my new recipes first?

Rainbow Dash: As much as I'd love something yummy right now, I really should see to my official duties first.

Pinkie Pie: That's quite loyal of you, Ms. Dash, and-- (smoothly) Is that a touch of caramel I smell?

Rainbow Dash: Not caramel at all. I just had myself some butterscotch not too long ago.

Pinkie Pie: Oh, but butterscotch is nothing compared to the flavors I have prepared! You must come see. There's a lovely banana cream I made with you in mind.

Rainbow Dash: Well, I guess you are the expert. I suppose I could spare a few moments. Will I have to take a number, as per the usual rules?

Pinkie Pie: You don't have to worry about that. (places a balloon-covered ticket in Rainbow's hooves) Your number's already come up.

Pinkie leads Rainbow out the door as Rarity waves them off. Now alone, she sits in the chair and stares at the floor, thinking deeply on what to do next.

Exterior of Sweet Street

Pinkie leads Rainbow out the door and the two ascend the stairs to the sweet shop. From an alleyway across the street the mad beggar is watching the two intently, her eyes still very much derped.

Interior of Carousel Boutique

The room is eerily quiet. Rarity still sits in her chair, thinking. A thud is heard upstairs.

Rarity: Rainbow Dash must be out like a light now. What to do... If Spike were to bring the police here, it wouldn't just be over for Pinkie, it'd be over for me. But he loves me and I know for sure I love him. Perhaps if we could run away together... No, Pinkie'd be caught if left on her own and she'd surely tell the police about me for abandoning her. She'll want to-- (gasps) No. I won't let her. She won't lay a hoof on my Spike. But I can't act like anything's changed. I'll keep going along... for now.

She hears pained screams coming from above and she begins to sweat.

Rarity: Oh, no. If anyone hears... (leaps to the harmonium)

Rarity

(loudly)

Old, sly Discord with much dispatch

Played with the ponies whilst shouting...

Interior of the basement

Spike is waiting patiently by the oven when he hears the timer ring. Excited, he opens the oven and pulls out the trays of cupcakes, each one glittering with several different colors of gems.

Spike: Oh, boy. I can't wait to try out my own recipe! (eats one of the cupcakes) Hmm, not bad. Not bad at all. I think I'll have another-- (notices something odd in a cupcake) Say, what is that? (pulls out a hair) That's not Rarity's or Pinkie's. How'd that get in there? (notices something else) What gives?

Spike digs into the cupcake and feels something unusual. He pulls it out. He looks at it closely and sees that it's a pegasus feather. Mortified, he drops the feather and backs away from the oven. Behind him, he hears a thud. He turns and sees the bloody, dismembered body of Rainbow Dash, followed by her detached wings. He scrambles for the door and tries to open it. He quickly realizes it's locked and begins to scream for help.

Spike: RARITY! RARITY! LET ME OUT! RARITY!

With no reply coming, he runs to the sewer grate and pulls it off. He jumps down and disappears.

Interior of Carousel Boutique

Rarity

"'Tis a row dow diddle dow day

'Tis a row dow diddle dow dee."

On the final note, Pinkie bursts back inside, carrying a tray of cupcakes.

Pinkie Pie: Order up, Rarity! (giggles)

Rarity: Um, no thanks.

Pinkie Pie: Awww, is something wrong?

Rarity: Sort of. You see, Spike maybe aware of our... goings-on.

Pinkie Pie: (cheerfully eats a cupcake) Well, we'll just have to take care of that, Rarity.

Pinkie Pie turns and hops out the door, leaving Rarity to think for a few moments. She goes into her kitchen and picks up a knife. She looks at the door to the boutique, determination in her eyes.

Rarity: Yes.Yes, we will. (leaves to join Pinkie)

Interior of the apple factory

Big Macintosh, in a top hat and cape, is leading Applejack, in baking attire, down a row of apple trees. Chained to each tree is a mad pony who is meant to buck the apples off the tree. Several of their screams echo throughout the hall as they attack the trees furiously with their hooves and teeth.

Big Macintosh: You don't know how happy I am to see you after all this time, little sis. When Night Mare Moon attacked all those years ago, I thought for sure you'd been killed or enchanted. As you can see, I changed the business somewhat, but I've managed to give these ponies a home and a place to sleep.

Applejack: And Granny Smith and Apple Bloom?

Big Macintosh: Apple Bloom's all grown up now, of course. Went off to study in Manehattan and Granny Smith... Well, can't say for sure where she is now. Probably hangin' around in town somewhere. But look at you, a piemaker an' all. Quite an accomplishment if you ask me.

Applejack: It's kind of you to say that, Big Mac. But are your workers here by choice? I mean, none of them really look happy to be here.

Big Macintosh: None of them were too happy to begin with. The city gives us most of its crazies and we do our best to take care of them.

The siblings reach a cell in the wall in which several ponies are being kept.

Big Macintosh: You wanted apples bucked by the gentlest pony we have, right?

Applejack: Yes, sir.

Big Macintosh: Well, I think we have just the one.

He unlocks the door and steps inside. Inside are several mares bound in straitjackets. One, a yellow pegasus, is cowering in the corner. The rest's faces immediately light up upon seeing Big Macintosh and they scramble to be closest to him.

Big Macintosh: (motions for them to back away) Alright, everypony calm down. Fluttershy, could you come here?

The pony in the corner timidly gets up and walks to Applejack and Big Macintosh. It is indeed Fluttershy and she looks absolutely terrified. Her full, pink mane is frazzled and she her cheeks are stained with dry tears.

Big Macintosh: (to Applejack) So what kind of apples were you interested in?

As he turns to face her, she pulls a knife from her pack and points it at her brother. He backs away in shock and she pulls Fluttershy to her.

Applejack: Not a word to anyone about this, Big Mac. I'm getting this poor girl out of here and nopony's going to stop me. Not even you.

Big Macintosh: (edges closer) Come on now, Applejack. Do you really think a knife will--

Before he can finish his sentence, Fluttershy leaps onto him and flips him around. She grabs his back legs and hurls him to the other side of the room, where he makes a large dent in the wall. Fluttershy pants and moves back to Applejack's side.

Applejack: I'll leave you to your children now.

Applejack shuts the door behind her and the mares all turn to Big Macintosh. Happily, they begin to swarm over him, shoving each other out of the way and vying for his affections. As he becomes buried under the ponies, he stands up and sends them flying against the walls.

Big Macintosh: Nnope.

He starts after Applejack and Fluttershy, leaving the door open behind him.