August goes to Mary Margaret’s apartment and puts a new lock on the door so that Regina can’t use her skeleton keys to get inside. As Mary Margaret prepares to leave for school, she worries that Emma is the one in danger since she’s vowed to get Henry back from Regina. Emma tells them that she’s hired Gold to help her, but is interrupted when Henry calls to tell her that they have an Operation Cobra emergency. As Emma goes to meet him at the diner, August goes with her and tells her that she needs to learn to look at the big picture to get Henry back and fight Regina. He asks her to take the day off and come with her, but Emma tells him that her son is more important and heads for the diner.
At the diner, Henry tells Emma that someone has been tampering with his storybook and put in a new, incomplete story. He figures that the person responsible wanted to tell them something about the curse and added the new story about Pinocchio. When Emma points out that everyone know show the story of Pinocchio ends, Henry suggests that there may be more to it than they know.
Once Upon a Time
Gepetto and the wooden Pinocchio are at sea trying to escape the whale, Monstro. As it rains down upon them, Gepetto realizes that they have to swim for it and gives the float to his son. Pinocchio tells his father that he’s made of wood and will float, and tells Gepetto to take the float and save himself. As the whale prepares to swallow them, Pinocchio jumps over the side and tells Gepetto save himself.
The next morning, Gepetto finds himself on a beach holding the float and realizes that Pinocchio saved him. He finds the puppet boy lying on the beach nearby, close to death, and goes to him. The Blue Fairy appears that they can still save Pinocchio, and Gepetto tells her to do what she can. The fairy transforms the puppet boy into a human, saving his life, and Gepetto thanks her. The Blue fairy tell them to live their lives together as a family and that as long as Pinocchio is brave, true, and unselfish, he will always be a real boy.
At his boarding room, August calls Gold and says that they need to meet and talk about Emma, warning his partner that there’s a problem. As August tries to go outside, his legs give out and he checks on them... and confirms that they’re made of wood.
When Mary Margaret arrives at school, she finds Regina waiting for her. They spar verbally and Mary Margaret makes it clear that she knows that Regina framed her despite Sydney’s confession. However, she tells Regina that she forgives her, and that she must be lonely if the only joy in her life comes from ruining other people’s happiness. Mary Margaret tells the mayor that she won’t be happy no matter how much grief she leaves.
Henry comes over as Mary Margaret goes inside and wonders why his adopted mother is there. Regina says that she brought his forgotten lunchbox for him and draws him off to the side to talk. She suggests that they transfer Henry to another class but he knows that she hates Mary Margaret. He accuses Regina of framing Mary Margaret and says that his mother is the Evil Queen. Henry gets up, insists that Snow White will win and the curse will be ended, and refuses to transfer classes.
August goes to the pawnshop and sees Marco there picking up Gold’s clock to repair. Marco glances at August briefly and seems to find him familiar, but then leaves with the clock. Gold wonders why the dying August is reluctant to tell his father who he really is, but august refuses to discuss it. When Gold wonders how August is doing at convincing Emma to break the curse, August admits that she’s reluctant to believe. He asks Gold to help him because Emma is coming to the pawnbroker for legal advice, and Gold agrees to nudge Emma in the right direction.
Once Upon a Time
As Gepetto shows his human son how to repair clock, he discovers that the boy had played a prank on Jiminy Cricket, trapping him in the clock. Gepetto reminds his son about his promise to avoid trouble, just as the Blue Fairy arrives. She has Jiminy take Pinocchio out of the room and then tells Gepetto that the Evil Queen is preparing a curse to destroy the kingdom. Gepetto must save Snow and Charming’s unborn daughter, who will break the curse in twenty-eight years, by fashioning a wardrobe from a magical tree. Gepetto refuses, since he will lose Pinocchio, but the Blue Fairy begs him to carve the wardrobe and save them all.
Emma goes to the pawnshop to meet with Gold, but he informs her that he’s not going to take a case. He claims that he’s concerned about Henry, who will suffer in any legal fight that is doomed to fail against Regina. Disgusted, Emma leaves and goes to August’s boarding room and tells him to show her the big picture that he claimed existed.
David is leaving the animal clinic when he sees Regina across the street, having trouble with her car. He goes over to help and confirms that her car battery is dead. Since he doesn’t have jumper cables, he offers to drive her home and she gratefully accepts. As David brings in her groceries, Regina asks him to stay for dinner. He turns down her offer, pleading an early morning. However, Regina finds a (fake) note from Henry saying that he’s going to eat supper with Archie after his session, and David takes pity on her and accepts her invitation.
Once Upon a Time
The Blue Fairy leads Gepetto, Pinocchio, and Jiminy to the magic tree and explains that it is the last one in the kingdom. It has the power to protect two people and Snow and Charming will use it to go through to another world, one without magic. Once there, Snow will give birth to her daughter and they can take care of their child until it is time to break the curse. Gepetto realizes that when the curse strikes, Pinocchio will become a puppet again and says that he will only build the wardrobe if his son is one of the two people to go within it. Jiminy warns that he can’t bargain with the kingdom at stake, but Gepetto reminds Jiminy that he was the one who doomed his parents many years ago. The carver tells him to remain silent as partial payment for that betrayal and tells the Blue Fairy that they must lie and tell Snow and Charming that the wardrobe can only protect one.
Later, the Blue Fairy and Gepetto outline their plan to the council, agreeing that the wardrobe can only protect one. Jiminy watches but remain silent about the truth.
Emma meets August, who drives her out past the town’s borders and says that he’s going to tell her his story.
After finishing dinner with Regina, David asks her how she found him when he had amnesia. She explains that she working late when night, driving home, and forgot her cell phone. When she drove back to the office, she saw a near-frozen David on the side of the road and got him to the hospital just in time. David thinks that it was a miracle and Regina leans forward and kisses him. He withdraws and says that he doesn’t feel that way toward her and doesn’t want her to misunderstand his feelings. Once David leaves, an angry Regina looks at herself in the mirror and then smashes it.
Once Upon a Time
As the curse begins, the Blue Fairy warns Gepetto that Snow has gone into labor and that she will give birth to her son before entering the wardrobe. She insists that Snow must go through with her daughter to protect her in a land with no magic, leaving no room for Pinocchio. The Blue Fairy leaves to make final preparations with her kind after asking Gepetto to tell Snow what must be done, telling him that they have to have faith that the savior will eventually restore everything to them that they will lose to the curse. However, once she’s gone, Gepetto tells Pinocchio to get into the wardrobe. When Jiminy objects, Gepetto insists that Pinocchio will protect the savior and help her fulfill her destiny. Shocked, Pinocchio reminds his father that he always told him to be honest, but Gepetto says that sometimes they have to lie to protect the ones they love. He tells his son to protect the child and make sure that in 28 years she knows of her destiny to save them all. As Pinocchio reluctantly enters the wardrobe, Jiminy tells him that as long as he remains, brave, true, and selfless, then he will succeed. Gepetto tells his son that he’ll be a great man and that he’ll look upon him with pride the next time that he sees and remembers him. The carver closes the wardrobe doors and there’s a brief shockwave. When Gepetto reopens the doors, Pinocchio is gone.
August takes Emma to a diner and explains that she’s been there before. When she doesn’t recognize it, August shows her the newspaper article about her discovery by a seven-year-old boy who brought her to the diner. He then explains that he was that seven-year-old boy.
Pinocchio emerges from a tree in the real woods and looks up in surprise and shock as an airplane passes overhead. He tries to go back to the tree but an unseen force blasts him back, stunning him. When he recovers, he sees a wave of energy spread out from the tree as the baby Emma appears inside.
August leads Emma into the forest and shows her the tree that serves as a portal between the two worlds. He explains that he lied to the authorities about where he found Emma so that no one would find the tree. Emma doesn’t believe him but August tells her about the blanket and the note with her name on it, things that no one else could have known and were never reported. He explains that the tree was the portal that they both came through into the real world. Emma realizes that August put the new story in Henry’s book and wonders why he made it incomplete, and August tells her that the story ends with her believing in magic.
Emma starts to walk away and August collapses in pain as his legs go out. She suspects that he’s trying to make him feel sorry for her and he insists that he was sick. August explains that he was on the island of losing himself in pleasure when Emma decided to stay in Storybrooke. He knew because he woke up with shooting pains in his legs. It happened at the exact moment that Emma came to Storybrooke and the clock started again. He shows her his wooden legs, but realizes that Emma’s disbelief is so strong that she can’t see him for what he is. When August tells her that she has to believe so that she can stay everyone in the town, Emma says that she doesn’t want the responsibility. When August points out that she’s willing to accept her responsibilities and take Henry back from Regina, Emma says that’s all she can handle and that she can’t even manage that. August says that Emma is their only hope and she tells him that if that’s the case then they’re all screwed.
Pinocchio/August is at a foster home and trying to calm down Emma. The owner, Mr. Raskind, takes offense when August takes some tools to fix Emma’s cribs and warns the boy not to touch anything of his again. Once Raskind leaves, one of the other orphans, Gordie, comes in and tells August that he stole money from the sock drawer, enough to buy all of them bus tickets to get away. However, when August says that he needs to take Emma with him, Gordie warns that they can’t take a baby. After a moment’s consideration, August tells Emma goodbye.
August goes to Marco’s home and sees the old man in his garage workshop, fixing Gold’s clock. He tells Marco how to make the repair and the old man is suitably impressed. When he asks how August knew what to do, August tells him that his father taught him. However, he admits that he didn’t become the man that his father wanted him to be. Once he made a promise, but by the time he got around to keeping it, it was too late. Marco tells August that the important thing is that he made a mistake but tried to fix it. He assures the younger man that if he had a son, that would be more than enough for him. August considers his father’s words and then asks Marco if he can use an assistant. Marco warns him that he can’t pay, but August says that he just feels like fixing things. Marco brings him into the workshop and they start working... together.
Henry is in bed when Emma calls him on the radio and asks him to come outside. When he comes out to her car, Emma asks him if he wants to get away from Regina. When Henry says that he does, Emma starts driving out of Storybrooke with her son.