During the day, one could call Canterlot many things; beautiful, busy, and loud. But at night, it became silent, dirty, and a scary place. But fear wasn't going to stop two ponies in love. Fluttershy was busy packing her saddle bags. Though she didn't know what to bring, she had to be quick. There was no telling when Rarity would be home.

"I had hoped that mare was lying." Rarity said, entering the room to the surprised Fluttershy.

"R-rarity?!" Fluttershy exclaimed. "I thought it was proper to knock before entering a lady's room.

"That is true." Rarity said coldly. "But I see no lady. It seems you don't appreciate all that I've done for you."

"All my life, you've kept me locked away like some plaything! A doll in your sick fantasy!" Fluttershy snapped. "I will get out of here! And you won't stop me."

"It seems that you are going through quite the rebellious stage." Rarity sighed, gesturing Spike to walk into the room. "Up until this point, I have spared the rod. And I do hope that next we meet, you will be more grateful."

After walking out of the room, almost as if it were a signal, Spike almost lunged at Fluttershy, knocking her to the ground.

"You're gonna love you're new home my dear." Spike mocked. "It'll have soft pillows on the walls and you'll learn proper manners to your ladyship."

Waiting out of the house, at the corner of the street, hidden in the shadows, Applejack waited for Fluttershy to emerge from the home. Her heart sank when she saw Rarity pull up with a coach. And the moment she saw a frantic and struggling Fluttershy being dragged out of the house.

"FLUTTERSHY!!" Applejack shouted, running at the coach, only to see it drive off at full speed. Her anger then was turned at Rarity. "Tell what you did with her or-"

"Or what!? Kill me!?" Rarity challenged. "Well here I stand!"

"Damn it!" Applejack turned and chased after the coach. "Fluttershy!!"

___________At Pinkamena's Bakery___________

Outside Pinkamena's bakery, little Scootaloo walked outside with her little drum and began to call for attention:

Mares and gentlecolts!

May I have your attention,please?

Are your nostrils aquiver and tingling as well as that delicate, lushious, ambrosial smell?

yes,they are,I can tell

Well, mares and gentlecolts

that aroma enriching the breeze,

is like something compared to its succulent source

as the gourmets among you will tell you,of course.

Mares and gentlecolts you can't imagine the rapture in store,

just inside of this door!

Scootaloo then gestured several groups of customers into the shop, sitting them down. The bakery was packed, it was almost standing room only.

There,you'll sample Pinkamena's cupcakes.savory and sweet pies,as you'll see.

You who eat treats Pinkamena's cupcakes conjure up the treat used to be!

The customers were more than eager to gobble down Pinkamena's treats. Cupcakes, cakes, muffins, pies, and other treats were flying off the shelves, on to the tables and into the ponies mouths. Scootaloo and Pinkamena had their work cut out for them. Pinkamena had to run back and forth to keep the food baking, and Scootaloo barely finished cleaning a table before a new group of ponies were seated at the table ordering more food and cider.

Nice to see you,dearie.how have you been keeping?Cor,me bones is weary!

Scootaloo! One for the gentlecolt.

Hear the birdies cheeping

Helps to keep it cheery

What's your pleasure,dearie?

No,we don't cut slices.

Cor,me eyes is bleary!

I could up me prices. I'm a little leery.

Business couldn't be better,though.

And while Pinkamena and Scootaloo were hard at work with the customers, Dusk was hard at work too. Customers who were either waiting for food or have already eaten went up to Dusk's shop upstairs for a shave, a trim, or other styling. Since the room was small, Dusk could only take on one customer at a time. As the customer leaned back in the seat. Dusk did his best to keep the customer happy and well shaved. Every so often, a much larger customer, most likely a well fed one, sat in the chair. But instead of giving the seated pony a shave. Dusk ran his razor hard against the pony's neck, the blood squirting out of the flinching and slightly flailing pony. The last stop was disposal of the body. With the push of a level with his hoof, the chair made several clicking noises, and a hatch opened under the chair, dropping the pony down a long drop to the bakery's basement, where a loud cracking noise was echoed in the large dark room. Releasing his hoof from the lever, the hatch was closed and Dusk cleaned the blood off his hooves.

Back down in the bakery, Pinkamena continued entertaining her guests as Scootaloo continued cleaning tables and serving customers:

What's my secret? Frankly, dear, forgive my Candor. Family Secret, all to do with herbs.

Things like being careful with your coriander.That's what makes the gravy grander.

The crust all velvety and wavy.

That Glaze,Those Crimps

And then the Thick,Succulent gravy.

Pinkamena then saw another large customer finish eating its third large treat before going  up to get a shave. "Bless my eyes! Fresh Supplies!"

But there was one pony who wasn't in the shop; in fact, every attempt to enter was immediately rejected by both Pinkamena and Scootaloo. The beggar mare, who was quite infamous as a mad pony wandered back and forth down Fleet Street, begging for bits. But as she was being rejected, her pinkish red eyes stared in horror at the rising black smoke coming from the bakery's chimney.

Smoke!

Smoke!

Sign of Nightmare!

Sign of Nightmare!

C'iy on fire!

Witch!

A witch!

Smell that Sir?

An evil smell!

Evry night at the Vespers Bell!

Smoke that comes from the mouth of Tartaras!

C'iy on fire!

C'iy on fire!

Madness!

Madness!

As she openly went on her mad raving and ranting, she was slowly approaching the bakery, only to be chased off by Scootaloo.

There!

There!

Somepony!

Somepony!

Look up there!

Didn't I tell you?

Smell that air!

C'iy on fire!

Quick! Sir! Anypony!

Run and tell!

More and more like a witch's spell!

There it is!

There it is!

The unholy smell!

Tell it to Spike, and guard as well!

Tell 'em!

Tell 'em!

Help!

Please!

C'iy on fire!

C'it on fire!

Madness!

Madness!

While Scootaloo and Pinkamena served customers and kept mad beggar ponies away, Dusk was attending the other customers. He didn't kill them all, had to keep up appearances, and the more portly customers met the blade to the neck and went down the vent to become treats. But as he ran the razor over necks, Dusk couldn't help but think back to his wife and foal. Fifteen years away in that prison on a false charge, only to find that Rainbow Dash was gone, and Fluttershy was a prisoner to his hated enemy. When he heard that Applejack planned to free Fluttershy, Dusk was almost happy. He wasn't keen about letting Applejack run off with his daughter, but Dusk was curious about seeing his daughter after all these years. There was no way she would recognize him, but there was still hope:

And are you beautiful and yellow,

With that pink hair,

Like silk?

I'd want you beautiful and yellow

The way I've dreamed you were

Fluttershy

And if you're beautiful, what then,

With pink hair,

Like silk?

I think we shall not meet again

My little dove

My sweet

Fluttershy!

And if I never hear your voice,

My turtledove,

My dear

I still have reason to rejoice,

The way ahead is clear

Fluttershy!

And in the darkness

When I'm blind with what I can't forget

It's always morning in my mind

My little lamb

Fluttershy!

It was fortunate that there were currently nopony coming in for a shave or trimming as Dusk lamented about what was once was and what he's lost. A rare trickle of tears poured from Dusk's eyes. He hasn't seen his daughter since she was a little foal, would he even know her if he saw her?

You stay Fluttershy!

The way I've dreamed you are

Fluttershy!

And though I'll think of you, I guess

Until the day I die

I think I miss you less and less

As everyday goes by

Fluttershy!

And you'd be beautiful and yellow

And look too much like her

If only angels could prevail

We'd be the way we were

Fluttershy!

___________On the other side of Canterlot___________

Applejack chased after that coach but sadly lost sight of it soon after. Wandering about Canterlot in an almost maddening daze in her desperate search for Fluttershy, Applejack lamented her failure. Maybe if she was faster? Maybe if she got Fluttershy out of the house earlier was better?

"I feel you Fluttershy! Do they think that walls can hide you?" Applejack said, looking about the buildings in the dark streets. "I am in the dark without you! Missing your pink mane Fluttershy!"

Continuing her search through the town, Applejack heard a cry. It was a sweet cry, as if an angel or pure soul was crying their sorrow. It was the sound of Fluttershy! Galloping at full speed towards the fading sound. It wasn't long before the large stone walls, along with the massive sign Cranky Doodle Mental Institution. That judge, that bitch locked innocent Fluttershy in a madhouse. Applejack had to do something, but she would need help. She remembered every detail of the build before running off...back to Fleet Street.

___________Back at Dusk and Pinkamena's home___________

The last of the treats have been sold and the last customer has left. Pinkamena raked in more bits than she's made in years. This new recipe was a complete success. And thanks to Dusk's efforts, Pinkamena had enough bodies and whatever valuables those ponies may have had to have a little luxury and enough meat for more than a dozen more batches of cupcakes and treats. After the last of the tables were cleaned, Pinkamena couldn't help but give Scootaloo a hug for all her hard work.

"Oh Scootaloo, this has been perfect." Pinkamena praised the filly. "With all this hard work, you'll be living it large and in charge." Pinkamena then handed Scootaloo several bits. "And here's your pay for tonight's hard work."

"R-really?!" Scootaloo never knew such kindness. "I-is it alright if I stay here? Seeing as how Trixie hasn't come back for me."

"Aww, you can stay as long as you want. And if you'll stay, you'll work and earn a pay." Pinkamena smiled, then saw Dusk enter the shop. Pinkamena couldn't help but jump at Dusk, giving him a big hug. "Ooh, Dusk! I'm so happy! I could eat you up, I really could! You know what I'd like to do, Mr. Todd? If the business stays as good? Where I'd really like to go? In a year or so? Don't you want to know?"

"Of course." Dusk didn't really care, but if he didn't answer, Pinkamena would never shut up.

"Do you really want to know?" Pinkamena had to be sure, though she was too happy to notice that Dusk could care less.

"Yes. I do." Dusk said, in a monotone tone.

"By the sea, Dusk, that's the life I'll covet, by the sea, Dusk, ooh, I know you'd love it!" Pinkamena explained to Dusk, almost spinning around the room. Even Scootaloo was getting excited at her new boss's excitement. "All of us, Dusk, we could be together. In a house that we'd almost own. Down by the sea!"

"Anything you say." Dusk tried to tone the annoying pink mare out as he tried to think of a way to lure the judge back.

"Think how snug it'll be underneath our flannel. When it's just you and me and the Ponyville Channel!" Pinkamena smiled in a kind, yet kinda creepy way. "In our cozy retreat kept all neat and tidy. We'll have chums over ev'ry Friday! By the sea! Don'tcha love the weather? By the sea! We'll grow old together! By the seaside. By the beautiful sea!"

"Seem like a lot to dream of Ms. Pinkie." Scootaloo nodded, still excited over this plan of Pinkamena's.

"But then we can have a seaside wedding." Pinkamena stared at Dusk, though he wasn't aware of her intentions. "Me eyelids'll flutter, I'll turn into butter, The moment I mutter I do-hoo!"

Just as Pinkamena finished her loud idea, the shop door almost burst open. It was Applejack, and she looked exhausted.

"Please help me Mr. Shine!" Applejack begged. "I found her! They have her locked in a madhouse!"

"Pinkamena." Dusk said, his expression was emotionless, but inside he was quite livid. His own daughter thrown in an asylum. He'd do something about that. "Take Scootaloo to the back room, Applejack and I have much to discuss."

Pinkamena listened and took Scootaloo with her in the backroom. Dusk had Applejack explain everything. Applejack described how the walls couldn't be scaled, and Fluttershy's window was bared up so she couldn't escape through there.

"There is a way in." Dusk almost smiled.

"But how?!" Applejack asked, finally catching her breath.

"Where do you think the wig makers in Canterlot get their hair?" Dusk asked, then looked at the doorway to the parlor. "Scootaloo? Come here."

"Y-yes sir." Scootaloo said, reporting to Dusk, who had a letter and quill floating in the air being written out. "What do you need?"

"Do you know where Cranky Doodle Asylum is?" Dusk asked.

"Yes sir! It's near the work house I came from, so I know the way." Scootaloo nodded.

"Good." Dusk said, handing the letter to the filly. "Now I want you to take this to the asylum, and give that to a donkey named Cranky Doodle. Only to him! Understand?"

"Yes sir!" Scootaloo said, galloping out the door with he letter in her teeth.

"What was that?" Applejack asked.

"We'll send you to the asylum as a wig maker's apprentice." Dusk explained his plan, handing Applejack a hoof gun. "Then when you find Fluttershy, you rescue her with this and bring her here."

"But what about the judge?" Applejack asked, nervous about this plan. "Won't she come here?"

"If she does." Dusk said. "I'll handle her so you and Fluttershy can make your escapes."

"Thank you sir." Applejack almost cried with joy over the plan. "If it weren't for your kindness, I would never be able to do this. I owe you my life for all this."

"There is no debt between friends." Dusk said, in a half lie. "But promise me that you'll take care of her."

"I will!" Applejack promised. "For the rest of my life, I'll always love and care for Fluttershy!"

"Good." Dusk said, he could almost cry at the build of emotion, but he held it all back. "You're free to stay here until Scootaloo returns. Then rescue Fluttershy."

___________Several Hours Later___________

After several hours out, Scootaloo finally returned to the bakery. Pinkamena was busy reading a saucy romance book in the parlor.

"I'm back Pinkie." Scootaloo smiled, as if she returned to her own mother.

"Where did you go?" Pinkamena asked, in a half worried, half relieved tone. "You've been out for hours."

"I was running an errand for Mr. Shine." Scootaloo explained. "And then I paid a visit to the work house. I'm grateful for you and Mr. Shine to look after me like you all are. If not, I'd be back in the work house, and they do such awful things there."

"It's okay." Pinkamena put her book down to hug Scootaloo in a motherly fashion. "You can live here for as long as you want."

"I can't thank you enough for everything you've done for me." Scootaloo almost cuddled up to Pinkamena. And as Scootaloo cuddled up to Pinkamena, she made a sort of promise:

Nothing's gonna harm you, not while I'm around.

Nothing's gonna harm you, no sir, not while I'm around.

Demons are prowling everywhere, nowadays,

I'll send 'em howling,

I don't care, I got ways.

No one's gonna hurt you,

No one's gonna dare.

Others can desert you,

Not to worry, whistle, I'll be there.

Demons'll charm you with a smile, for a while,

But in time...

Nothing can harm you

Not while I'm around...

"That's sweet." Pinkamena nuzzled up to the little filly. "Maybe I can leave the bakery to you one day, when you're old enough."

Not to worry, not to worry

I may not be smart, but I'm not dumb.

I can do it. Put me to it. Show me somethin - I can overcome.

Not to worry, Pinkie.

Nothin's gonna harm you. Not while I'm around.

Nothing's gonna harm you, darling

Not while I'm around.

Pinkamena almost cried. It was like Scootaloo was her own daughter. "Shh Shh. Just stay close to me and get some sleep. You've had such a hard day's work. When you wake, I'll show you how to run the bakery."