Back at the castle in the laboratory, the old hag-turned Chrysalis is dipping a golden apple that's dangling by a string into a cauldron filled with boiling brew.
"Dip the apple in the brew... let the sleeping death seep through," she said as the brew engulfs the apple. Then she fishes the apple out of the cauldron.
"Look! On the apple skin! The symbol of what lies within," Chrysalis said as the substance forms the shape of a skull; indicating death. "Now, turn red...to temp Snow Shy to make her hunger for a bite."
Chrysalis chuckled as the apple turned red and she looks over at the crow. "Have a bite!" she joked as she held the apple in front of the crow, causing it to panic. "It's not for you... it's for Snow Shy," she told the crow.
"When she breaks the tender peel...to taste the apple in my hand...her breath will still, her blood congeal, then I'LL be fairest of the land!" Chrysalis said with triumph, followed by a cackle. "But wait!" she exclaimed and she ponders for a moment, shifting her eyes from right to left and right again. "There may be an antidote. Nothing must be overlooked."
Chrysalis flips through the pages in the spell book for an antidote. "Oh! Here it is!" she said and she began reading the text. "'The Victim of the Sleeping Death can be revived only by Love's First Kiss'. Love's first kiss, baah!" she disdainfully said as she slammed book shut. "No fear of that. The dwarfs will think she's dead. She'll be buried alive!"
Chrysalis cackled as the crow becomes terrified at the outcome and the crow hid behind the skull. Chrysalis placed the apple in a basket filled with other apples and she takes the basket with her. The crow poked its head around the skull, looking at Chrysalis as she heads her way out.
"Buried alive!" Chrysalis exclaimed, followed by another cackle and she went down a trapdoor. She walked down towards the end of the stairway into a dungeon and she comes across a cell with a skeleton of a dead prisoner reaching for a pitcher.
"Thirsty?" Chrysalis asked the skeletal corpse sarcastically. "Have a drink!"
Chrysalis kicked the pitcher at the skeleton with a chuckle, breaking some of its bones and then a spider crawled out of the pitcher. She steps into a skiff at an underground waterway and she drifts off. She rowed out of the tunnel from beneath the castle going through the foggy lake; until she reaches dry land. Once Chrysalis had got to dry land, she pokes her head out through a bundle of tall grass looking around the environment to see if the coast is clear and she walked out of the grass, continuing with her journey as she strolls through the forest.
The next morning, at the dwarfs' cottage, the animals are sleeping outside when suddenly, a click from the door awakens them and they all clear away from the door just as it opens and Timber steps out with Fluttershy as he and the other dwarfs get ready to leave for another day of work at the mine.
"Now, don't forget, my dear, the...the old queen's a sly one; full of witchcraft. So beware...of strangers," Timber told Fluttershy.
"Don't worry, I'll be alright," she said and she removed Timber's hat and she gave him a kiss on the forehead and then she placed his hat back on his head. "See you tonight."
Timber chuckled shyly from the kiss Fluttershy gave him. "Uh, uh, yes," he said and then he regained his composure and he clears his throat. "Well, uh, come on, men," he told the others boldly.
Tender takes off his hat and he walks up to Fluttershy. "Be awful careful. Cuz if anything had happen to you, I-I, uh-"
Before Tender could even finish his sentence, Fluttershy gave him a kiss on the forehead. "Goodbye," she told him.
"Oh-hoh-hoh, gosh!" Tender simpered.
"Heh...disgusting," Cranky revoltedly said after seeing Fluttershy giving Tender a kiss.
Hay Fever takes off his hat as he stood before Fluttershy. "And be sure to watch out—to wa...to wa...to wa..."
Hay Fever holds in his sneeze. "Watch out-" he quickly said and Fluttershy gave him a kiss on the forehead.
"Thanks," Hay Fever said and he walked off while on the verge of sneezing.
Snails stepped up to Fluttershy and he tugs on her dress, giving her attention to him and he puckers his lips for a kiss. Just when Fluttershy was about to give Snails a kiss, a blast of air from Hay Fever's sneeze blew Snails into the house. Fluttershy laughed and then Snails jogged back out the house and he tugged her dress again. Snails puckered his lips and Fluttershy held onto his head and she kissed him on the forehead instead. Snails walks off unsteadily from the kiss and then Big Mac steps up to Fluttershy and he takes off his hat; being the next one to get a kiss from Fluttershy. Snails regained his composure and he decides to get another kiss from Fluttershy. He goes around the side of the house and he jumped through an opened window. Fluttershy patted Big Mac on the head as he walked off putting his hat back on and then Snails zoomed up to Fluttershy and he tugged on her dress and he puckered his lips.
"Well...alright," Fluttershy said and she kissed Snails on the forehead. "But that's the last-"
Snails bolted off and he zoomed out the house the third time and he puckered his lips again.
"Go on, run along," Fluttershy said as she shoved Snails.
Before Cranky heads on out the door, he takes off his hat and he looks at himself in the mirror and he straightens his hair. Once he'd did that, he puts his hat back on and he headed on out the door. He walks up to Fluttershy and he takes his hat off.
"Goodbye," Fluttershy said to the dwarfs as she waved. "Goodbye!"
Cranky clears his throat, giving Fluttershy's attention to him. "Now I'm warning ya: don't let nobody or nothing in the house!" he strictly told her.
"Why Cranky, you DO care," Fluttershy said and she grabbed his head to kiss him and Cranky starts floundering about, trying to pull himself away from being kissed but its no use for him as Fluttershy planted a kiss on his forehead. Once Fluttershy had gave Cranky a kiss, Cranky storms off.
After a few steps, Cranky stops for a moment and he sighed contentedly over the kiss Fluttershy gave him. He looks back at Fluttershy who had blew him a kiss but his gruff demeanor returns however and he storms off again, only to run into a tree. He looks back at Fluttershy again and he haughtily sticks his nose in the air and he continued on trudging, only to fall into a small stream. He grabbed his hat and he puts it back on his head and he gets up, but he hits his head underneath a bridge overhead. After getting up again, he trudges out of the stream, shaking off the water from his feet.
"Bye, Cranky!" Fluttershy told him from a distance and Cranky stucks his nose in the air again and he continues pressing on.
Meanwhile, near a small waterfall, the old hag-turned Chrysalis is walking through on en route to the dwarfs' cottage. Along the road, she cackles to herself.
"The little men will be away, and she'll be all alone...with a harmless, old, peddler woman," she said, followed by another cackle as two vultures, who are perched on a branch of an old tree, watch her walk by. "A harmless, old, peddler woman."
The vultures took off in flight from the tree and they follow Chrysalis.
Back at the dwarfs' cottage, in the kitchen, Fluttershy is making the gooseberry pie the dwarfs mentioned the night before as she flattens the dough with a rolling pin; with the animals around her watching. Once she's doing that, she began singing the same song she'd sang to the dwarfs last night.
Someday my prince will come
(A bird scoops up some sugar with its tail and it flew over towards the flattened dough sprinkling the sugar on it.)
Someday we'll meet again
(Fluttershy places the flattened dough over a pie tin that's filled with gooseberries.)
And away to his castle we'll go
To be happy forever I know
(Then she carves off the edges around the pie with a knife and a blue bird grabs the excess dough with its beak.)
Someday when spring is here
We'll find our love anew
(Two birds stamp their feet around the edges of the pie.)
And birds will sing
(The birds then scratch their feet on the pie's surface and then the blue bird lays the excess dough strip on the pie spelling out the name 'Cranky' in cursive.)
And wedding bells will ring
Someday when my dreams come true
Suddenly, a shadow casts over Fluttershy, frightening the animals away and Fluttershy looked and gasped. There, standing in front of her, is the old hag-turned Chrysalis.
"All alone, my pet?" she asked Fluttershy.
"Wh-Why yes I am, but-"
"They...the little men, are not here?" Chrysalis asked again.
"No, they're not," Fluttershy said.
Chrysalis takes a few whiffs of the pie's aroma. "Making pies?"
"Yes, gooseberry pie," said Fluttershy.
"It's apple pies that makes the menfolks' mouths water," said Chrysalis. "Pies...made from apples...like THESE," she said as she took out the apple and showed it to Fluttershy.
The animals looked around the corner of the house, watching Chrysalis offering Fluttershy the apple.
"Oh, they do look delicious," said Fluttershy.
"Yes!" said Chrysalis. "But wait 'til you taste one, dearie."
The birds, who are in a tree, noticed the vultures in another tree who are staring menacingly at them. The birds become terrified of their presence and then they chirp something to one another.
"Like to try one, hmmm?" Chrysalis asked Fluttershy. "Go on... Go on, have a bite."
Just as Fluttershy is about to take the apple, the birds attack Chrysalis.
Fluttershy ran outside. "Stop it, stop it!" she cried and she shoos the birds away. "Go away, go away!"
The birds flew back up into the trees.
"Shame on you, frightening a poor, old lady," Fluttershy scolded as she wags a finger at the birds.
Chrysalis, recovering from her shock, bends down to pick up the apple and she rubs it with her arm; until she felt Fluttershy's hands holding onto her.
"There, there. I'm sorry," said Fluttershy.
"Oh! My heart!" Chrysalis feigned. "Oh my...my poor heart. Take me into the house...let me rest. A drink of water... Please!"
Fluttershy takes Chrysalis into the house, unaware of her true intentions. Concerned, the animals gather around the window as Fluttershy sets Chrysalis down in a chair. Chrysalis takes the apple out of her cloak and she looks at Fluttershy intently who is prepping some water from the sink. The animals, knowing there's no time to lose, scurry off into the woods to get help from the dwarfs; except for the turtle, who just plods along as usual.