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.

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!

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.

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!

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.

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?

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.

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?

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.

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!

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.

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.

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.

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

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?

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

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

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.

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.

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

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.

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?

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.

Cupcakes: The Musical

by SweeneyXoz

Act I: Part II