Down the Rabbit Hole
Once Upon a Time in Wonderland 1x01
October 10, 2013
Running time
Production code
Flash sideways
Viewers (mil)
Centric characters
Centric character
Also Starring
Special Guest Star
Special Guest Star(s)
Archive footage

"Down the Rabbit Hole" is the 1st episode of Once Upon a Time in Wonderland.


Alice returns home to her father telling her that everyone thought she was dead. Her imaginative stories about a talking White Rabbit and a mystical place called Wonderland end up getting her admitted into an asylum where Dr. Arthur Lydgate convinces her to have a procedure that will allow her to forget her pain. Right before the operation is set to take place she is rescued by the Knave of Hearts who takes her to the rabbit who informs her that her true love, Cyrus, is still alive. As the trio jump into the portal returning to Wonderland, Alice sets out on a quest to find him but the villainous Red Queen and Jafar have other plans for her.



Once Upon a Time...
OW101 01
Alice returns from her adventures in Wonderland...

We are treated to the vision of a clearing in the woods. A small dining table, designed for children to use, is seen in said clearing, with several plush toys sitting in chairs around it. The party guests include a hare, a man in a hat and a mouse. The table looks abandoned, unkempt, with leaves and foliage scattered on top of it. The bigger chair, reserved for the very special guest, is empty. An explosive sound is heard as a wave of dirt comes flying from the earth, near the dining table. A young hand is seen grabbing onto the vegetation, and we then see a young girl, to whom the hand belongs, as she tries to hold on to the green ground and get herself out of the hole that just exploded around the area where she once lived. The young blonde, wearing a blue dress with a white apron and a blue tie over her head, smiles with glee as she stands on the area where she'd played before, and says, "Home." Exhilarated, the young girl starts running back to her house, crossing over a fallen tree log and dashing through a long field of green. The girl enters an estate and starts shouting for her father, repeatedly.

OW101 02
...and she vows to prove herself.

She finally reaches her house, but is unable to open the locked door when she turns its knob. She bangs on the door a few times, with force, anxious to see her father again, and the latter opens the door suddenly and looks shocked to see her. The young girl starts to say that he will never believe where she's been - he merely says "Alice" as he looks at her with confusion and surprise in his eyes - and that it all began with a white rabbit who wanted to take her hand... The father interrupts her story, asking her if it's really her. "Who else would I be?" the girl asks, nonchalantly. The father claims that she was gone a very long time, and they thought she was... Alice asks him, "You thought I was what?", to which he replies, "Dead." The camera pans away from them and into the hall of the house, as we start hearing baffled excerpts of a conversation shared in the future between Alice's father and a psych professional, Dr. Lydgate. As they discuss, behind closed doors, with Alice peeping on them through the keyhole and overhearing their conversation, the stories she'd shared with them, about hookah-smoking caterpillars and giant mushrooms, the father asks the doctor why Alice would lie, and is told that she is delusional and making it up, and he can cure this. Alice, indignated, stands up and away from the doors and says to herself, "I'm not a liar. It was real. And I'm going to prove it." This said, she walks away.


Act I

Present Day

Storybrooke, Maine, nighttime. The clock on the tower over the Storybrooke Public Library tells us that the time is 8:15. A man is seen walking in the middle of the road as lightning strikes in the sky above him and the wind blows fallen leaves around. He walks, seemingly without a care, unaffected by anything around him, including the oncoming yellow buggy that is headed in his direction. The driver honks the horn and swerves to avoid hitting the careless and reckless pedestrian. Once it's gone around him, the buggy gets back on its lane. The man continues walking.

OW101 03
The White Rabbit comes to collect Will.

A hand is seen locking up the front door to Granny's Diner, and the keychain is in the form of a pink tennis shoe. The employee in charge of locking up is the lovely Ashley Boyd, who tells her companion Leroy - the town drunk - that he's closing up the joint. As she heads down the steps, she looks up at the stormy sky as she comments that he's gunning for the "Customer of the Week" plaque. The careless pedestrian makes his way to the diner as Leroy starts to tell Ashley that the situation is win-win for them, she gets his mug on the wall and he finally gets... He is unable to finish his thought for the man walks past them but not without bumping into Ashley and catching her off-guard. Leroy tells the man that it's closing time, and Ashley adds that it looks like a storm is coming so he better find a place to keep dry. Leroy and Ashley start walking away, and the man turns back to them with a smirk and says, "I'll get right on that." This said, he reveals that he has taken the keychain from Ashley and swings it around his finger. He then uses it to open the front door to Granny's and gets in. Inside, he gets behind the counter and takes out a coffee cup, which he fills up. Then, he takes a dollar bill from his wallet and throws it on the counter. He then looks around and takes it back, storing it in his pocket again. He starts to sip his coffee, but is then surprised when the establishment starts to shake. A frame falls from a wall, the window shutters start to dance, and glasses fall from their shelf. A hole is pierced through the floor of the diner, with an exploding sound, much like the one young Alice once emerged from, and the diner's tables and chairs that were in its proximate area are sent flying. The man looks on as he witnesses someone familiar emerging from the newly-formed hole. The White Rabbit makes himself appear through the cloud of dust and shakes himself off, then turning to the man and saying, "There you are." "Bloody hell," the man says, then asking the Rabbit what he's doing there. The Rabbit says that he'll tell him on the way, they're late. The man places his hands on the counter and tells the Rabbit that he's not interested in his important dates, or his unimportant ones, but the Rabbit claims that they're not late for something, they're late for someone. The man asks who, and the Rabbit answers, "Alice. She needs help. You're the Knave of Hearts. She needs you." The Knave doesn't look amused.

Bethlem Asylum

Elsewhere, in a realm that resembles the olden Victorian London, we see the darkened inside halls of a mental asylum, where a static young girl is seen being rolled around in a wheelchair by someone, as she holds a doll with a spider in its web latched onto it over the armrest. Then, the focus switches to that of a young woman being escorted into a room by several orderlies, her hands behind her back, walking slowly as other patients look on from the inside of their cells.

OW101 04
The interview begins.

Soon afterwards, the young woman - Alice, now an adult - is seen sitting down in an office, facing Dr. Lydgate and two other doctors, who are sitting at a desk before her. Dr. Lydgate orders her to answer the question he's asked her, and calls out for her attention - twice - when she fails to reply again. She simply tells him, breaking her silence, that she doesn't remember. He thinks she does, though. He claims it's been a year and she's been quite clear in her statements: an invisible cat, a hookah-smoking caterpillar, food and drink capable of altering one's physical form, a murderous red queen... and she encountered all these things by literally falling down a rabbit hole. Lydgate asks her if she wouldn't agree that the whole thing sounds quite preposterous when heard out loud. Alice agrees. Lydgate tells her there will just be a few more questions and maybe then they can send her home. He recounts that when Alice's father finally brought her to them, he was at his wit's end. Her multiple disappearances took a toll on him, as did her ludicrous explanation that she was searching for proof of this Wonderland, where she had strange, miraculous and terrifying adventures. He asks her if she still believes that to be true. Alice doesn't reply right away.

OW101 05
Alice's adventures in Wonderland.

A flashback starts. The adult Alice is seen in Wonderland, wearing a purple dress and a bag, and she removes a chunk of the mushroom under which she is hiding. On top of the giant mushroom is the hookah-smoking Caterpillar, who takes puffs of its hookah and blows smoke rings into the air. Alice starts running off, down the golden path, and the Caterpillar tells her what she took is his, and demands that she give it back, to no avail. We are then shown the maze of the Queen of Hearts, where we hear security knights commenting on Alice's whereabouts, claiming that she has entered the maze. Alice shows up, eats a bit of the mushroom chunk and throws the rest inside the bag. She closes the bag again, and starts to make a run for it. The knights rush into the maze after her, and as Alice runs she suddenly starts decreasing in size, as an effect of the mushroom. Alice stops and looks up at the giant maze around her, and the voices of the knights, wondering where she is, sound different. Their footsteps are clearly more audible. Alice gets out of the path to keep a knight from stepping on her, and when the knight passes by, his step causes Alice to be thrown into the air, under the botanical wall, and onto the dirt, being knocked out.

OW101 06
Alice is forced to remember...

Back in the present, Dr. Lydgate calls out for Alice again, for she appears to be catatonic once more. He even bangs his hands on the desk. She finally answers his previous question, saying that it wasn't true. She claims to have never left England. He asks why she would make it all up, wondering if she did it for attention. She doesn't reply, and he says she certainly got it... He then points out that the question they have to answer that day is, which is the real performance? The little girl with tales of tea parties and barbaric queens, or the young lady who says it was just her imagination. Alice says the little girl was a fool. "And the lady?" Lydgate asks. "She knows what really happened," she answers...

OW101 07
True love is born.

Back in the Wonderland that once was, Alice regains consciousness and sits up on the dirt, under the botanical wall of the garden maze, still in a minimal size. The knights are still looking for her. She stands up, grabs her bag, as the giant feet of the knights walk past her, and then she starts to remove the lid from a large bottle lying on the ground before her, hoping to get in it and hide. She enters it and it's dark, and she lies next to the mouth of the bottle, still, gasping, and then a voice asks her what she's doing in their bottle. Alice is startled, and a man turns on a light inside the stomach of the bottle, where his Arabian decorated chamber lies. Alice approaches him and threatens the man: "Turn me in and I get big," she says, as takes out a small bottle from her satchel that reads "Drink me". If she gets big, she'll burst his house into a million shiny pieces. The man smiles and says, "We wouldn't want that, now would we? Good bunks are so hard to find these days." Alice doesn't know to react. The man chuckles and tells her his name is Cyrus, and that his home is her home. Alice just looks at him.

Back to the present-day evaluation at the asylum, Dr. Lydgate recounts that when Alice finally resurfaced, she claimed to have been in a Wonderland. He asks if she can tell them where she really was. Alice, with pause, answers that she was with a friend. Lydgate asks where. Alice's mouth doesn't move, but we hear her saying, "Agrabah sounds beautiful."

OW101 08
Alice shows Cyrus her proof.

Wonderland. The past. Alice is inside Cyrus' bottle, as they both sit and share stories. Cyrus hopes to one day see Agrabah again. He has a cup in his hand, as he asks her what place she calls home. Alice tells him England, before adding that it hasn't exactly felt like home lately. He comments that they are both strangers in this strange land. Alice tells him "strange" is one word for it. "Wondrous," he suggests. "Dangerous," she counter-replies. He sense that she can take care of herself, which makes her smile. He puts down his cup and observes that she has to get back to her land soon, leading Alice to say that she has what she came for. Cyrus asks what that is, and Alice answers that she has proof that all this is real. This said, her bag starts to shake and a mumble comes from inside. She opens it, grabs its content - by the ears - and pulls the White Rabbit out. He is angry with her. She puts him back inside the bag, and Cyrus says, "A talking white rabbit in jacket and trousers?" Alice comments that no one can say she imagined that, smiling, and Cyrus smiles back at her and says that much is certain. He appears captivated by her. He then asks who the proof is for, since she risked so much to go back there: "Is it... a husband?" Alice denies this, saying it's no one like that. "Good," he says, very lowly. "Good?" she wonders. He explains, tip-toeing, that it's good she's not separated from her love, which would be a terrible fate. Alice agrees. She then explains that the proof is for her father, who thinks she's insane. He realizes that she is risking her life for someone that doesn't believe in her, and says, "You know, when you really love someone, you don't need proof. You can feel it." Alice starts to say, "Maybe where you're from. But in my land, I w-wish things would..." He tries to instill some hope in her by reminding her that she found his bottle: anything is possible. She smiles, and he says, "Mistress mine, my will is thine. Tell me your wishes three." She keeps smiling.

OW101 09
Nostalgia hurts.

Asylum. Dr. Lydgate starts to tell Alice that if she wishes to be released from the facility... she interrupts him, claiming that she doesn't wish for anything. This triggers something in the doctor, who smirks and asks her if this has something to do with the genie she believes she's met. Lydgate, going through his papers on her, recounts that she told her father that she set him free and that the two of them traveled from world to world, fighting pirates, swimming with mermaids... and then - "Men and women being what they are," he says - they fell in love. He asks if she is ready to admit that that was a lie as well. The camera tilts down to show Alice through her water glass as we hear the sound of water gurgling.

OW101 10
Cyrus proposes.

We are treated to one of the most fascinating sights of Wonderland, the Boiling Sea. Alice and Cyrus, the star-crossed lovers, gaze upon it from the top of a cliff. Rock islands float in the air surrounding the area. "Curiouser and curiouser," Alice says. She adds that she's heard of the Boiling Sea, but in person it's even more amazing. "As are you," he tells her. She turns to him and they lock looks. Alice then almost falls into the piping hot ocean below her, but Cyrus grabs her and tells her to be careful. They chuckle as their arms join, and he tells her he's never met a human quite like her. She responds that she's never met a genie quite like him... but then again, she'd never met a genie before. He then gets awkward. She is confused, and he starts to tell her to forgive him, because he was always used to granting wishes, not making them. Cyrus recounts that for hundreds of years he was tethered to a bottle, a slave to the faulty dreams of men, and in that time he only had one wish, to never be a prisoner again. And now, he has another. He then gets down on one knee, as is customary with the people in Alice's world, and she immediately tells him "Yes!" when she realizes what is happening: he wants to propose marriage to her. Cyrus asks "What?", and she tells him, "Yes, yes I will!" with a large grin. Cyrus starts to say that he had a whole charming and eloquent speech prepared, and she simply pulls him up near her and they kiss passionately. They are overcome with bliss. Then, Cyrus notices that his locket's red gem is shining bright, and tells Alice their hearts are entwined, and from now one he'll know when she is near, and she will know. They smile and prepare to kiss again, but are interrupted by the sound of feet marching in the distance. Cyrus tells his lover to run.

OW101 11
Alice is psychoanalyzed.

Back in the asylum, Dr. Lydgate reminds Alice that when her father found her, she was inconsolable, claiming that the love of her life was gone, murdered by some... Alice interrupts him, sounding as though she is about to cry, and claims that that is not what she said. Lydgate tells her she was an ignored little girl who wanted to be loved, so she created a fantasy land full of characters who'd help her become who she wanted to be: tall, brave, beautiful... He adds that she wouldn't be the first child to do this - she's just the first one to grow up and still believe it was real. Alice, now crying, whispers a "No", and states that she doesn't believe it anymore. Lydgate says that they know she's lying, because she still cries out for him in her sleep. Alice asks "What?", having had no idea of this, and he tells her every night it's the same, she cries out for Cyrus in her sleep.

OW101 12
Peace out, y'all.

A marching troupe of red knights enter the area where Alice and Cyrus are, next to the cliff, and Alice removes a sword from Cyrus' waist as he unsheathes another one for himself. They get ready for confrontation. The knights unsheathe their weapons as well, and the two rows of soldiers then part to open way for the beautiful Red Queen. "Sorry to interrupt," she says. She then moves away from the area where she knows a battle is gonna take place, and the knights, wielding their swords or spears, make their way to the two lovers, who take them on. Cyrus jumps from a rock and flips in the air over a few soldiers, and he and Alice start sword fighting. An extended action sequence ensues when Cyrus and Alice try to defeat the knights working under the command of the vengeful Red Queen, but eventually both are overpowered and disarmed. Two knights grab Alice by the arms, and the Queen asks her, "Mind if I borrow him?", referring to the genie. Two knights grab Cyrus by the arms too and prepare to take him away, as Alice cries out for him. She is dropped to the ground by the men who were holding her, and Cyrus uses all his strength to knock the two guards holding him into one another, thus freeing himself. He swerves a knight who almost stabbed him and manages to snatch the spear of another knight. He kicks yet another one to the ground and apparently pierces him with the spear. Alice smiles at her hero. Cyrus holds out his hand for her to grab, but the powerful Queen waves one of her hands and causes the genie to fall over the cliff with her invisible magic. Alice is horrified. The Queen says, "Oops", and Alice crawls over to the edge of the cliff to watch as her lover falls into the Boiling Sea, the gem on his chest glistening. Alice cries out for him, and he disappears into the clouds of vapor stemming from the ocean.

Act II

OW101 13
Alice signs away her memories.

Alice's jaded face is seen through a glass of water on the desk of the doctors, as Dr. Lydgate calls out for her. She appears to be lost in her memories again. Or in her repression of them. Lydgate, now standing up, tells her they have a new procedure that can take away her pain, make her forget whatever - he crouches down beside her chair - or whomever she's holding on to. Alice's face is now teary. He tells her it'll all just slip away with one treatment. Alice asks if it hurts, and the doctor tells her, "A little." She doesn't reply, and he gets up and makes it clear that it'll hurt far less than the pain she is in at that moment. Alice now looks really sad. He puts his pen on the desk in front of her, and hands her the agreement sheet, asking her to sign it. She takes it from him and, seemingly without even reading the legally binding document, she proceeds to sign it. Another tear streams down her face, and Dr. Lydgate calls her a good girl. He then tells her to go get some sleep, for the following day her life will begin anew.

OW101 14

The following morning, Alice is shown to still be sleeping in her chamber... and calling out for Cyrus. Elsewhere in the asylum, Dr. Lydgate prepares himself for the new procedure, that is to be inflicted upon Alice with the aid of some shady-looking instruments and tools. Next to him is a bed with restraints. He tells someone to fetch the girl, for it's time. In her chamber, Alice is woken up by something. She opens her eyes and sits up on her bed, looking at the hallway through the latticed window. Seeing nothing, she lies back down on her bed. Her door is then unlocked, and she sits back up and requests that she be given at least time to get dressed. However, she is surprised and confused by who appears before her: Will, the Knave of Hearts. "You!" she exclaims. "You? That's what I get, you?" he says, "Well, nice to see you too, Alice." She asks him what he is doing there, and he is reminded of his task, so he hurries her, saying they've got to go. Alice, shaken, says he's not real. He replies that he's very real, and they have to leave. He says he's cleared out some of the guards, so they should be able to get out. She tells him she can't; he says she has to listen to him, but she spits out that she's not going anywhere. He wonders why she must always be so stubborn, and three orderlies come into the chamber to get a hold of him and Alice. Alice tells one of them that she didn't do anything, and the Knave confirms this, claiming that if she'd been helpful they would have been long gone by now. One of the orderlies twists his arm and he shouts in pain. Alice tells them to get him out of there, and they try to remove him from the chamber, as he points out to Alice that she knows him and remembers. She says that she doesn't want to remember, she wants to forget.

OW101 15
"Nothing's impossible in Wonderland."

He begs her to listen to him, and she says, "No!" "He's alive!" he says. Alice looks back up at him, as he continues, "The Rabbit saw him. Cyrus! He's alive." Alice tells him that's impossible... Will replies that she knows as well as he does that nothing's impossible in Wonderland. One orderly punches Will in the stomach and he is overpowered, and as the orderly that was standing by her tries to make his way to the rest of them, she grabs him by the arm, getting him to turn to her, and hits him in the side of the neck with the side of her hand. He groans and falls to the floor. Alice then jumps and grabs the upper frame of the door and wraps her legs around the neck of one of the orderlies, overpowering him, until he himself kisses the floor as well. One of the guards taking care of Will rushes to her, and she knees him in the gut and punches him in the face, and down he goes too. Will is amused, as the two guards still on him try to subdue him. Alice bangs the door of her chamber against the neck of one of the orderlies on the floor, and the one that went down first gets back up and tries to lunge himself at her, only to be received with a kick to the stomach that sends him back. One of the orderlies with Will takes out a syringe and tries to hit her with it, but Alice ducks, hits him in the stomach and then stands up again and punches him in the face. The orderly doesn't go down, however, so she steps on one of his legs and piggyback rides him until they are both on the floor and she is able to overpower him. The last orderly still with Will lets go of him to make his way to the feisty young woman, but is received with an elbow to the face. Will looks on carefree, as Alice makes her way back to the chamber to retrieve her pair of boots. She hits one of the guards who was regaining conscience with them, and leaves the chamber, hitting another orderly with them as well. Alice then sarcastically asks the Knave if that was his idea of a rescue, and he starts to tell her that it was more of a message delivery situation. She rushes off and doesn't even let him finish.

OW101 16
"I hear there's a procedure for that."

Alice, now wearing her boots, is next seen entering the sewer tunnels of the hospital, where the White Rabbit is waiting for them. He closes his pocket watch and tells them they're late, to which Alice replies that, to him, everybody's late. They follow after him, and the Rabbit confirms that he does have high standards. He then shows confusion and a relative disdain for the area they are in, wondering what all of it is. Some orderlies are seen rushing through an adjacent hall, looking for the fugitive, and as Alice and Will walk past it, Dr. Lydgate shows up and calls out for her. He begs her to stop and to not do this, for he can help her get better. The White Rabbit then makes himself visible and asks if they're really going to stand there and listen to that guy. Lydgate is stupefied. Alice tells him, "Seeing things, doctor? I hear there's a procedure for that." The man is speechless. The trio open the exit door and rush outside, then making their way through a fair.

OW101 17
Next stop, Wonderland.

Alice asks them what they do now, and Will says that they run. This said, they all start running, pushing people out of their way and throwing things at the orderlies hot on their pursuit. They make their way to a relatively secluded area that also proves to be a dead end. Will tries to open a large gate, but is unable to. He then notices that the guards are coming, and they order the Rabbit to "dig", even though he isn't pleased to have to do that in that area. He consents, however, and uses his magic to open a portal, through which he then jumps. Alice turns to the static Knave and asks him what he is waiting for, to which he tells her that he didn't exactly leave that place on good terms. Alice starts to say that she didn't either, but if Cyrus... he interrupts her, telling her she has to go then, not him. She walks up to him and reminds him that, once long ago, she got him back his heart. And now, she says, he has to help her get back hers. Will looks at the orderlies coming, and Alice makes it clear that the other option is him taking his chances with them. The Knave, unhappy, says, "Bloody hell..." and walks towards the portal with her. They hold hands, and he says, "Well, then... next stop, Wonderland!" This said, they jump through the portal together.


OW101 18
Alice has reached her destination.

Will and Alice are seen still falling through the magic portal, flipping about. The White Rabbit lands perfectly on a wooden pier by the Mallow Marsh, and instantly grabs his hat. The portal opens up again in the sky and his two companions drop from it and onto the Marsh, and the surface they land on acts as a sort of trampoline, repeatedly making them bounce up and down, while the Knave comments that he hates Wonderland, until they finally regain some balance and composure and stand on it. Alice turns to him and tells him to be careful, for they have landed in the Mallow Marsh. "Of course we did," the Knave says, "Because a pond made out of dessert topping makes perfect sense." The Rabbit urges them to hurry, and the two of them start to walk in his direction, as best as they can, whilst trying to retain balance on the marshmallow surface and avoiding the fire-breathing dragonflies circling around them in the air. Alice asks the Rabbit where he saw Cyrus, and the white bunny claims that he didn't actually see Cyrus, and asks Will if he told her he did. The Knave, indignant, recounts that the Rabbit said that. The Rabbit shakily explains that it was a figure of speech, but Will claims he's pretty sure it wasn't. The Rabbit says that he was having tea with the Dormouse, who said that he'd seen Cyrus. Will isn't happy that they came back there on the word of an narcoleptic rodent. Alice tells the Rabbit to ignore him and go on, and he does just this, explaining that Cyrus was seen at the Mad Hatter's old place, which is abandoned, for the Hatter hasn't been in Wonderland for quite some time. Will tells him that Hatter is never coming back, because he's found himself a nice little life back in the place where Will was making his. A place where the dragonflies aren't actually dragons, he says, as one of the dragonflies almost breathes fire into his face. He then promptly asks the Rabbit if he's getting taller, to which the creature replies that it's possible, for that kind of thing happens quite a lot around there. However, they soon realize they're sinking in the goo.

OW101 19
Makin' s'mores.

Will tries to walk out of there but can't move his feet. Alice asks the Rabbit where the Hatter's house is, and the latter replies it's in the Tulgey Woods. Alice turns to the Knave and tells him they have to get out of there, to which he sarcastically replies, "Really?" The Rabbit tells them everything is going to be fine, for he is going to go get help. This said, he leaves them, and Alice urges the Knave to stop moving, or they will just sink faster, to which he makes it clear a slow death wouldn't be more pleasant. Will then comments that this is humiliating: he's going to die like a s'more. Alice doesn't know what a s'more is, and he tries to explain it to her, saying it's made up with biscuit and chocolate and toasted marshmallow, but he stops himself, because the point at hand is they are going to die. However, this gives Alice an idea. She then catches a dragonfly and uses it to breathe fire onto the goo in front of them. Will, sinking much faster than she is, asks her what she's doing, to which she replies that she's making "sores". He corrects her by saying it's s'mores, and she tells him, "Whatever". Will then says he's starting to think Alice was in the "nutter" for a reason. She lets go of the dragonfly once she's done and the gooey marshmallow in front of them is toasted. She takes the Knave's hand and pulls him up, and they both reach for the toasted portion of the marsh, which has been hardened by the fire.

OW101 20
Alice shows Will her wishes.

Shortly afterwards, the two of them are seen shaking off the marshmallow from their clothes on the pier. Will asks, as he shakes his jacket, where the Rabbit is, for it is getting late and he'll probably sleep in his own bed that night. Alice tells him he can't leave, because they haven't found Cyrus. The Knave then reminds her of what the Rabbit said, he never even saw the genie. Will points out that if he'd known that, he never would have done any of this, because for all they know Cyrus isn't even alive. Alice wonders what if he is, and Will tells her that he left Wonderland because he did a lot of bad things there, and a lot of people want to see him dead. He says they have their reasons, and they are good reasons. He then adds that he was starting a future he was quite keen on and she wants him to give it up based on a hunch. He starts to walk away and Alice says she can pay him, which makes him turn right back around and ask how, since he thinks she doesn't have anything to pay him. She smiles and says that's not entirely true, for she has something better than money. She shakes marshmallow off her dress some more and then proceeds to turn the heel of one of her boots outwards, revealing a hollow inside where she keeps three small red gems: wishes. Cyrus asks why she doesn't just get use them to bring Cyrus back, and she explains to him that wishes are unpredictable, and if she uses one to bring Cyrus back, he might arrive hanging from a tree with a noose around his neck... with wishes, sometimes there is literally a string attached. Will comments that one has to be careful what they wish for then, to make it consequence-proof. He says he can do that. Alice asks him if this means he's staying, and he says that if they find Cyrus, he gets a wish, anything he wants. Alice tells him to just get her to Tulgey Woods. She then places the gems back inside her hollow heel, and he asks her if she really believes the Rabbit. She answers that she knows Will has his doubts, but she does indeed believe the Rabbit.

OW101 21
A plot is afoot.

Elsewhere, the White Rabbit is seen running along a trail. However, he is stopped cold on his track by the sight of the Red Queen's legion of knightly escorts. The spear-wielding knights part ways in two rows to reveal the crimson-laden carriage behind them, and the Tweedles open the door for Her Majesty, the Red Queen, who pompously steps down from the train and immediately drops her purse to the ground, to be promptly picked up by the Tweedles. A knight picks the Rabbit up by his ears and brings him to the presence of the royal beauty. The Rabbit claims that he can explain, and the Queen simply tells him, rather coldly, that he's late. He acknowledges this, apologizes and claims that he came as soon as he could. The Queen gives him a wicked smile.

Act IV

OW101 22

Panoramic view of the Red Queen's castle, which is decorated in a chessboard theme. Every tower of the royal habitation is shaped after pieces of the game, with the figure of the queen piece taking the place of the central building. Inside one of the rooms, the Red Queen is sitting by a lunch table decorated with several fine pastries. She asks her companion, the White Rabbit, who is sitting across from her, whether he told Alice what he heard. The Rabbit confirms this, having told Alice that Cyrus is alive. He then asks the Queen whether the genie is indeed alive, and taps his fingers on the table, nervously. The Queen coldly tells him she'll be the one asking questions. The Rabbit poses no objections, and tells her that they're square now, reminding her that he did what she asked, bringing Alice back to Wonderland, but the Queen, bemused, interrupts him, recounting that they agreed to settle up when the game was complete, but they are still setting up the board. She goes on to say that, regarding Alice, she needs the Rabbit to report to her everything she does, where she goes, who she talks to, what she is thinking. "I need more than my eyes, I need your ears," she says, and the Rabbit is saddened. "And you will either help me, darling..." she adds, "Or decorate this room. Understood?" The Rabbit, clearly intimidated, confirms this, and she orders him to leave. The Rabbit gets up and obliges, all the while showing fright. He slightly looks back as he walks away, but is unable to fully do so.

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Alice is a danger to herself and others.

Meanwhile, Alice and the Knave have made it to the entrance of Tulgey Woods, a forest with large mushrooms - the kind that can alter one's size - and fog on the ground. Alice comments that the Hatter's place is on the other side, and the focus shifts to a plaque indicating the zone that also reads, "Generously secured for passage and residence by her majesty, The Red Queen". Will asks her if she isn't worried that this is all a trap, and Alice, hopeful, tells him that if there is a chance that Cyrus is alive, they have to take it. Noises are heard coming from the woods. Alice picks up a thick branch and urges the Knave to follow after her. He does so, whilst asking her why the Red Queen would throw Cyrus into the Boiling Sea. Alice claims not to know, and that she'd love to ask the Queen, and to see the look on her face when she finds out Alice is not the forgiving sort, particularly when said face meets the branch she is now holding... repeatedly. Will comments that Alice doesn't sound like herself, and the blonde replies, as they make their way through the trees, that the doctors said she was a danger to herself and to others. Will tells her she can't believe everything she reads, and Alice answers that she doesn't, but adds that, when she thought Cyrus was dead, she stopped believing much of anything. They continue walking.

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The Red Queen is disposable.

Back on the Red Queen's castle, the blonde beauty is seen alone in a room at the center of her Queen tower, and a strange dark presence is felt, as the candle near her goes out. She makes her way to the balcony and a lowly voice simply says, "Well?" A shadowy figure is seen standing on the balcony's railing and the Queen, smiling, tells him, "She's back," referring to Alice. The figure, a shady man, asks the Queen what the girl is doing now, to which Her Majesty replies, "Looking for her genie, of course. Isn't that what we wanted, Jafar?" This said, Jafar, the evil wizard, steps down from the railing, holding his serpent staff, and walks towards the Queen. As he does so, and his face is made visible from out of the shadows that concealed it, the eyes on his serpent staff light up, becoming a bright red. He tells the Queen that what they want can't be accomplished until they have the genie's bottle and the girl's made all her wishes. He goes on to say that perhaps the Queen shouldn't be so pleased with herself, and the royal, aggravated, demands that he not talk down to her, for she is the Queen. Jafar tells her the thing about power is it can be so fleeting. The Queen chuckles, asking him if that's a thread. Jafar denies this, claiming that threats are for people who aren't prepared to act. He hits the bottom tip of his scepter on the floor of the balcony and its eyes light up again. "Wait..." the Queen says, lowly. He looks ready for action. The Queen, relatively intimidated, tells him he needs her. He replies, "Not anymore." She starts walking backwards as he does the opposite, walking in her direction, as she reminds him that she did what he could not, she brought Alice back to Wonderland. Jafar points out that this means her work, and her usefulness to him, is done. He says he'll take it from here, and then he holds his hand up, in front of her neck, without ever touching her, and the Queen is choked through magic. Her neck muscles tighten as the wizard works his dark magic on her, and she tries her best to spit out that he doesn't know where Alice is. Jafar gives this some thought, and lowers his hand, putting an end his choking trick. The Queen gasps for air, and then looks amused, further rubbing it in that Jafar doesn't know Alice's whereabouts. She then reminds him, trying to maintain her own albeit with tears in her eyes, that he is not in Agrabah anymore - this is her world, which means only she knows where Alice is and only she knows where Alice is going, and if Jafar still wants her help, then their deal remains. She tells him she will get him those wishes. Jafar asks, "In return for what, exactly?", and she tells him, "All in due time." She then suggests to him, provokingly so, that he get back on that raggedy carpet of his and fly away, and let her take care of Alice. This said, she starts walking back inside, but is forced to turn back to him when he tells her that, for her sake, he hopes she does. The Queen gives him a look. He then leaps back onto the railing, they exchange parting looks, and he steps backwards, and his feet are caught by the Magic Carpet. He holds up his staff and starts flying away.

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When you're smiling, when you're smiling...

Back in Tulgey Woods, Alice and Will continue to trek through the forest, and she comments that they have been walking forever, when they should have been by the Hatter's house already. Will then notices a poster pinned to a tree, with a drawing of his face, reading that the Knave of Hearts is wanted with or without his head. He goes up to give it a closer look, and behind the drawing it says, "Contact the Caterpillar immediately if you have any information concerning his whereabouts. Failing to report will result in imprisonment." Alice, curious, asks him what he did exactly after she left, and Will tells her not to ask, as he takes out the poster, slowly, letting it drop to the ground. He then turns back to her and asks her which way they go now, and she tells him, "Up. I'm tired of running around. We need a different point of view." He asks her what she means as she makes her way to the tree where the poster was, and says that if she can get high enough, she can see that Hatter's house. She takes off her boots and starts climbing up the tree. Will looks on as she climbs her way up, and then looks down at the poster on the ground... and the pair of boots next to it. He picks them up and leaves.
Alice walks on a thick branch of the tree, trying to maintain her balance, and spots the Hatter's house. She says out loud that she can see it and that it is not that far, but gets no response. She looks down and around, calling out for her friend, but then notices that he is gone, and so are her boots. She is disappointed, but can't be distracted by that for long, for soon enough she starts hearing a strange and frightening purring noise. She looks up to witness a large yellow smile and a pair of big red eyes appearing before her out of the thin air. The enormous Cheshire Cat then makes himself appear fully, and he waves his large tail.

Act V

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Dinner time!

The purring sound emanating from the gigantic Cheshire Cat is haunting. Alice looks at the creature before her with uncertainty and a relative fright, as the mighty beast has her in his sight. Alice tries to rush back to the trunk of the tree, but the Cat quickly jumps to the large branch she's on, blocking her path. We then see Alice through his blurred vision, as she calls him by his name, and tries to act nonchalant and brush the situation off, telling him that he gave her a fright. The Cat doesn't reply. She reminds him of who she is, and he claims to remember. She then comments that he looks different, and he replies that everything does, Wonderland's grown stranger, as has he, as has she, and together they're strangers. She plays along, in a manner of speaking, asking him how he's doing, and then observes that he wouldn't eat a friend... would he? The Cat says he wouldn't... without pepper. He says the pickings are slim nowadays, for the woods used to be full of food, but now all they are full of... is her. This said, he pounces at her, but Alice jumps out of the way in time and tries to grab a branch near her, to no avail, as she falls on her back onto the ground below her. The cat aims to fall on top of her, but she rolls out of the way just in time to avoid it and gets back up. He's still got her locked in his blurry sight, as she considers how to escape him. He moves towards her and hits her in the face with his paw, sending her flying back, rolling in the air. She gets back up and they start walking in a circle. She then escapes from his field of view, and he looks around to try and spot her again, which he does. He then taps her in the chest and throws her against the tree she fell from, and then she gets back up and grabs the stick she was wielding before. She tries to hit him but misses, and he turns around and trips her with his large tail, making her fall on her back again. Alice is left defenseless when the beast moves in and puts one paw over her chest, preventing her from getting back up.

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The Cheshire Cat is defeated.

The Cat tells her that the Red Queen promised Alice would be the sweetest meat he ever tasted. "Let's see, shall we?" he says. Alice is horrified. His saliva pours from his mouth. She turns her face and closes her eyes, and then we see a couple of feet landing on the tail of the large cat. It's the Knave of Hearts, who's come back to save his friend. Chesh turns around to face him, and Will grabs a chunk from a nearby mushroom and calls for the cat's attention. When Chesh pounces to attack him, Will hurls the mushroom chunk into his mouth and he immediately decreases in size, to that of a regular domestic cat. The tiny Cheshire Cat meows and Will tells him to go pick on someone his own size, prompting the feline to rush off. Alice gets up, saying she can't believe it, showcasing resentment in her tone. She points out that he was stealing her wishes, and he has the nerve to claim that she misunderstood, for he was protecting the wishes. She asks him if he expects her to believe that, and he nonchalantly denies this. Alice gives him a look and he suggests that they focus on the part where he came back and saved her life. Alice then smirks and tells him one can't steal a wish, it has to be granted. She then holds out her hand. He claims that he knew this, that everyone knows that - which we know he didn't. He hands her back the wishes, and the boots, and says, "Let's go get Cyrus." This said, they leave.
They continue walking, and Alice spots something that gets her excited. She tells the Knave to hurry and starts running towards somewhere, calling out for Cyrus. She then stops and exhales deeply as she looks on at the Mad Hatter's house. She says her loved one's name with happiness and starts running towards the house, and eventually so does the Knave, following after her. She rushes and calls for her beloved genie, and eventually they make it to the house.

OW101 28
Where's Cyrus?

She opens the door, calling out for him, and we see that the dark house appears to be empty, deserted of people, but certainly not of hats. She excitedly gets in, claiming to be there, but Will calls for her attention. Alice, still hopeful, says that he must be there, it's just too dark to see or he might be sleeping or something. They then notice that the White Rabbit has made himself appear, claiming that he had been looking all over for them, after showing up at the Marsh with a whole troupe to save them and finding out they were gone. Will tells him it's okay and asks that he take them back home because Cyrus isn't there. Alice denies this, insisting he must be there, and continues looking. Will, trying to be more realistic, gives her his regards, but insists he isn't there, and as far as he can tell Cyrus never was. The White Rabbit starts paraphrasing that maybe the Dormouse named the wrong house, and the Knave tells him that's enough. The Rabbit quiets down and lowers his ears. Will turns to his friend Alice and makes her wonder whether Cyrus wouldn't have appeared already if he were there. She concludes, with great sadness, that he is really gone. He tries to reach out to her, but she leaves, coping with her frustration. Outside, she starts to cry. However, she notices something... Inside the house, Will breaks it down to the Rabbit, telling him he made Alice lose Cyrus twice, and asks why he would do that. The Rabbit feels guilty and doesn't know how to respond. However, Alice calls out for both of them, urging them to come quickly. Outside, she crouches down and picks something up from the ground: Cyrus' gem locket, which is glowing.

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Cyrus' talisman is found.

Will comes out and she shows the locket to him, saying she found it and it was Cyrus'. The Rabbit comes out and asks her where she got it, to which she responds that it was just there in the grass. The Rabbit says that Cyrus is alive because nothing can survive the Boiling Sea, and if the gem did, so did he. Will tells her the necklace is magic, which is why it survived, but the guy wearing it was just flesh and blood, and he's gone. He gives her his regards again, and suggests that they just get out of there. The Rabbit can dig his hole, and she can make a new life, meet someone else... Alice will not budge. Will tells her this isn't the time to be stubborn, a claim she denies. She tells him that if he wants to leave he can, but she is staying. "Because of a necklace?" he asks, to which she replies, "Because he's here." He tells her that she doesn't have proof... and she answers with, "When you really love someone, you don't need proof. You can feel it," just like Cyrus had told her. She says he is there, and she will find him, and the question becomes whether he's coming with her. The Rabbit looks at Will, who says he was afraid she was gonna ask him that. She smiles and asks if that's a "yes", to which he sighs and says, "Bloody hell..." They then get going, the three traveling companions. Alice puts the locket around her neck.

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We're off to save the genie...

"Alice..." Elsewhere, Cyrus wakes up from his sleep. He sits up and we can see that he is trapped inside a large silver cage, dangling from some roof. A flashback sequence ensues, where we witness the Red Queen using her magic to push Cyrus over the cliff, after having proposed to Alice. Cyrus falls as his lover screams out for him, and after he goes through the cloud of hot vapor, he falls on Jafar's magic carpet, as the dark wizard waits for the genie in a cave dug in the vertical wall of the cliff, and gestures at the carpet to bring his new prisoner to him. Back in the present, Cyrus looks on as Jafar makes himself appear in the dungeon where he keeps his prisoners, and walks on over to his pet captive, the genie in the silver cage. Cyrus gives him an angry look, and Jafar smiles with wickedness. The genie then looks up and we see that the cage is hanging very low below a tall grate in the ceiling of Jafar's castle in the clouds. Meanwhile, on the ground below the Wonderland sky, Alice, Will and the Rabbit travel down the mosaic path, with the pretext of finding the genie, their leader's one true love.


OW101 Title Card
  • The title card of this episode contains no special feature.
  • This episode's title is derived from the first chapter of "Alice's Adventures in Wonderland".
  • The Red Queen's crown which is featured in this episode was made by Medicina Designs, an accessories designer based in Vancouver, as opposed to regular costume designer Eduardo Castro.




The premiere was watched by 5.82 million American viewers, and garnered an 18-49 rating/share of 1.7/5, placing third in its timeslot and tenth for the night.[4]

Alex Strachan of said, in regards to ratings, "Wonderland’s future may well depend on a change of scenery — a new day and time, no pun intended — where it can be given room to breathe and find an audience" as the series faces competition with The Big Bang Theory.[5]


The premiere has received moderate reviews from critics.

  • Amy Ratcliffe of IGN gave the episode an 8.6 out of 10, saying "If over -the-top fairy tale stories full of true love and elaborate costumes aren't your cup of tea, you probably won't fall head over heels for Wonderland but it's still worth giving a look. It's just that much fun. The pilot is strong, and it benefited some from having the portal to the realm of make believe already wide open to viewers in Once Upon a Time. However, the presence of wonderful actors and interesting characters pushed the premiere into the territory of wonderful. I really only have two concerns about the ongoing series: how they will sustain the plot and keep it interesting and how they will maintain the standard for the large number of visual effects."[6]
  • Leanne Aguilera of E! Online recommended the series, saying "Watch it! We know that Thursday night is a highly competitive night for TV, but if you're a fan of Once Upon a Time's mesmerizing tales, you'll love exploring the new dangerous and dreamy world of Wonderland."[7]
  • Rick Porter of Zap2it gave the episode a moderate review, saying "If you're a devotee of the works of Lewis Carroll, "Once Upon a Time in Wonderland" will probably make you cringe more than once. If, however, you're a fan of the original "Once Upon a Time"—and of smart, competent female heroes—you'll probably find a good deal to like in ABC's new series."[8]
  • Margaret Lyons' review via Vulture was more mixed, as she said "ABC's fairy-tale mishmash Once Upon a Time can be exciting and fun and sexy and a little badass. It can also be breathtakingly stupid and so corny it makes after-school specials look like Edward Albee plays. So too for its spinoff [...] which has similar virtues and vices. Some scenes are soaringly, beautifully romantic, while others threaten to give viewers spiritual diabetes.[9]
  • David Wiegand of The San Francisco Chronicle also gave the episode a mixed review. He called Naveen Andrews's role as Jafar "well enough to suggest the character can have a place in the hybridized plot," but then commented negatively on Emma Rigby's role as the Red Queen, calling her "a blond version of the Regina Mills/Evil Queen character played by Lana Parrilla on the original Once," and calling her acting "flat-out awful in the role. Her line delivery completely lacks either conviction or credibility. Worse, there's not the slightest hint of credible villainy in her performance, just an annoying whine of petulance;" he concluded with the comment "The plot is a little overstuffed, but the special effects, crisp direction and high-octane performances keep us interested enough to follow Alice down the rabbit hole."[10]
  • Mike Hale of The New York Times gave the premiere a more negative review; he gave the scenes with the doctor and Alice a mixed review, calling them "grim and unoriginal, but at least it has a unified look and tone; at some point someone took the trouble to write 10 minutes of coherent drama." He then said "it won’t matter if the story doesn’t start making sense or if the special effects — mostly absent in an unfinished online screener, but unimpressive when visible — don’t provide sufficiently trippy pleasure. In that case, not even a hookah will help."[11]
  • Robert Bianco of USA Today gave the premiere a negative review, rating it a 1.5 out of 4, saying the show "is lovely in an overly CGI kind of way, and yes, the fantasy-laced story is a welcome change from the usual TV pace. But we said much the same about the pilot of Wonderland's parent, Once Upon a Time — only to watch that series drift into incoherence, its plots driven less by storytelling needs than by Disney's desire to put its characters in front of young minds, and to put young hands into parental pockets.[12]


Gallery of photographic stills released to promote the episode.

External Links


  1. Adam Horowitz tweet.
  5. TV Thursday: Once Upon a Time in Wonderland bold and enchanting, by Alex Strachan, (October 17, 2013)
  6. Once Upon a Time in Wonderland: "Down the Rabbit Hole" Review - IGN, by Amy Ratcliffe, IGN (October 10, 2013)
  7. Once Upon a Time in Wonderland Review: Don't Be Late For This Enchanting New Series!, by Leanne Aguilera, E! Online (October 10, 2013)
  8. 'Once Upon a Time in Wonderland' review: Sophie Lowe shines in ABC's promising spinoff, by Rick Porter, Zap2it (October 10, 2013)
  9. TV Review: Once Upon a Time in Wonderland, by Margaret Lyons, Vulture (October 10, 2013)
  10. 'Once Upon a Time in Wonderland' review, by David Wiegand, The San Francisco Chronicle (October 9, 2013)
  11. Alice Lives Between Fantasy and Reality, by Mike Hale, The New York Times (October 9, 2013)
  12. 'Wonderland' may have been promising once upon a time, by Robert Bianco, USA Today (October 9, 2013)
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