AN: I do not own MLP: FiM, that belongs to Hasbro. Rainbow Factory and Cupcakes belong to their respective owners.

Meanwhile in Ponyville-

A young Unicorn had just woken up strapped to a table. He was scared as he looked around the dimly lit room looking for a way to escape from this makeshift prison he was in. Finding noway out, he tried to remember what events took place

-He was slowly walking towards the library. It was a little chilly this morning so he wanted to get done as quickly as possible. He had just left the school since he wanted to see Mrs. Cheerilee about possibly becoming a helper but he was flat out refused. So he was going to see Twilight to see if she could use an extra set of hooves to help her and Spike out. He was suddenly stopped by the town's resident baker.

"Hey Pheniox Storm. I wanted to talk to you about something."

"Sure thing Pinkie Pie, what is on your mind on the beautiful Celestia day?" He could tell she was a little depressed, her coat was a dark pink and her mane and tail were flat. She normally got like this when Dash was busy with the Wonderbolts or tending to the weather, so he figured giving her a little company would cheer her back up.

"Well I was going through some of my old records on my orders, and I realized that I forgot that your number came up today."

He mentally facehoofed. "I forgot all about that, what time can I come by and pick it up?"

"Actually," she said in a low voice that was usually reserved for Fluttershy, "We can go right now if you want."

He stood there for a second before answering "Well, I was on the way to the library to talk to Twilight, but I guess that a visit to the bakery is not too far out of the way."

"I'm glad to hear that, but before we get going, I found this pretty flower, want to smell it?"

"Sure Pinkie," he said with a slight smile, "I would be glad to."

She smiled as she pulled a flower out of her mane. Pheniox's eyes went wide as he saw the flower, it was a bright pink rose. It was the size of her hoof and had blood red tips. It was one of the most beautiful flowers he had ever laid eyes on.

"I can tell by your reaction that you like it, go ahead and smell it."

He did not question her and took a big sniff. It had a wonderful aroma to it, but he immediately felt different. His vision started to blur and he became lightheaded and suddenly felt sleepy.

"Hush my cupcake do not cry. For Pinkamena is gonna make sure you die." She softly sang with a chuckle after he fell asleep. She pulled a rope out of her mane, tied him up like a hog, and dragged him to her basement.-

He was interrupted from his thoughts as the door opened and two shadowy figures stood in the doorway.

"So this is our latest victim huh boss?"

"Indeed it is my assistant, his number just came up."

His blood ran cold just at the sound of their voices. "Applebloom and Pinkie Pie? Is that really you?" The lights flickered on two reveal the duo. Applebloom had on a silver colored apron with a red crown on it. Pinkie on the other hand had on a patchwork dress with a design on each patch, which he immediately recognized as cutie marks.

"IT IS CREEPYBLOOM AND PINKAMENA TO YOU!" Applebloom shouted as she threw a switch and Pheniox's body seized up. Looking down, he saw the table was hooked to 4 batteries.

"Why?..."

Creepybloom spoke up "Everypony in Ponyville has a number, when it comes up, they are turned into cupcakes. Now by shocking you, I think you see our point hits it's mark." She suddenly grabbed the knife from Pinkamena, who was caught off guard by the Earth pony's movement, and rapidly cut both cutie marks off and sawed off the horn and handed it to Pinkamena.

"I have taught you well, and nice pun, but now it is my turn"

Pheniox was in a lot of pain from the trauma he just experienced, but still conscience. "That bucking hurt, please let me go, I will not tell a soul what you do."

"I am afraid that is not possible since I don't want to lose my cover, and now your life's party is over." Pinkamena then took the knife and jabbed it right into Pheniox's heart, instantly killing Pheniox. As she was removing the organs, she heard a knock on the door.

"Pinkie? Are you in here?"

Pinkamena froze as she realized who that voice belonged to "Dashie..." She sadly thought to herself