Forget Me Not
Once Upon a Time in Wonderland 1x03
October 24, 2013
Running time
Production code
Flash sideways
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Centric characters
Centric character
Written by
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Special Guest Star
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Archive footage

"Forget Me Not" is the 3rd episode of Once Upon a Time in Wonderland.


In a flashback, we are introduced to Will Scarlet, who turns out to be the nifty Knave of Hearts. Will has joined Robin Hood's Merry Men and convinces them to steal gold from Maleficent's castle before also pilfering an enchanted looking glass for himself that comes with a hefty consequence. Meanwhile, in Wonderland, Cyrus successfully tricks Jafar and the Red Queen into sending a Bandersnatch after Alice, who in turn exposes something the White Rabbit has been secretly hiding.


No one believed Alice when she spoke of her adventures in Wonderland...
Alice is crouching beneath a giant magic mushroom, on top of which is the Caterpillar, in Wonderland. Later, Alice uses said mushroom to shrink herself in the Queen of Hearts' mazes, causing her to get swept aside and a guard runs past. ("Down the Rabbit Hole")
Of how she fell in love with a genie named Cyrus...

The shrunken Alice steps into a bottle where she meets the genie Cyrus. The two are next seen standing over the boiling sea, and kiss passionately after he proposes to her. ("Down the Rabbit Hole")

How the Red Queen tore them apart...

The Red Queen and her soldiers approach Alice and Cyrus. The Queen waves her hand and uses her magic to push Cyrus off the edge of the cliff, causing him to fall into the boiling sea as Alice screams for him. ("Down the Rabbit Hole")

She was locked away in an asylum...

Alice is seen being escorted by two doctors through Bethlem Asylum. Meanwhile, in Storybrooke, Maine, the White Rabbit tells Will Scarlet that Alice needs help. ("Down the Rabbit Hole")

So the Knave of Hearts and I brought her back to Wonderland to search for her true love.

Alice, Will and the White Rabbit are seen running as they escape the asylum. After the rabbit digs a portal, Will and Alice jump through it, ending up in Wonderland. Alice is seen wandering along a tree branch, trying to see the Mad Hatter's house, meanwhile, Cyrus is locked in a giant birdcage in Jafar's dungeon. Alice later tells Will, regarding Cyrus, "He's here. I can feel it!" ("Down the Rabbit Hole")

There are those who would try and stop her!

Jafar flies away on his magic carpet. Alice is seen being restrained by the Red Queen's soldiers as her majesty approaches. At another time, Jafar tells the Queen that what they want can't be accomplished until Alice has made all her wishes. We see Alice staring down the portal to Wonderland, and she's later seen to be holding her three wishes in her hands, which take the form of red jewels. ("Down the Rabbit Hole")

But Alice's greatest adventure has just begun...
White Rabbit

Alice, Will and the White Rabbit make their way through Wonderland with the aim of finding Cyrus. ("Down the Rabbit Hole")

Previously in Wonderland...

Alice asks Will who Anastasia is, but he says it's a tale of heartbreak. ("Trust Me") Alice finds that Cyrus' bottle is missing. ("Trust Me") Jafar threatens Cyrus for the location of the bottle, but the Red Queen reveals she has it. ("Trust Me") Cyrus writes Alice a warning message, but she chooses to ignore it and sends a message back, stating that she's coming for him. ("Trust Me")


A few years ago...
In the Enchanted Forest...

OW103 01
The heist begins.

It's night time in the Enchanted Forest and we see a carriage riding down a road in the woods. In the distance, a man is lying on the road screaming in pain while two others are at his aid. One of the men flags down the carriage. The drivers stop and ask who the men on the road are. Another man explains that their friend was injured and they ask for help. One of the drivers climbs down and explains to his wealthy passenger that he'll be quick. He then asks the other driver to watch the men as he begins to approach them. The second driver watches the men, armed with a crossbow. One of the men on the road explains that his friend's leg is broken, shocking the driver, who asks if there's blood. The second man states they need to stop the bleeding and the first man adds to bring water if he has it. The driver heads back to the carriage, collects some water, and heads back to the men. As he's turned away, a mysterious cloaked man sneaks down through the trees, grabs two bags from the carriage and then sneaks away, unseen. The driver hands over the water to the men and then they pour it on the injured man's leg. He lets out an almighty scream of pain.

OW103 02
Will is welcomed to the Merry Men.

The injured man is next seen roaring with laughter, gathered around a fire with the men he was previously with, and more. One of the men, Little John, mocks the driver, laughing that he thought he was going to faint. The other man says that the berries came in handy as they looked just like bloody flesh, all the men laugh again. Robin Hood congratulates his men and then makes a toast to his Merry Men. The Merry Men then cheer "Robin Hood" in return to his toast. As they continue their celebrations, the cloaked man from earlier arrives, holding the two bags that he stole. They all stop to look at him and Robin asks "Well?". The man drops both the bags, revealing dozens of golden items. He asks what Robin says to that and then removes his cloak, revealing him to be Will. Robin looks in the bags and laughs, congratulating the lad. They both shake hands and then Robin welcomes him to the Merry Men. "Here's to Will Scarlet!" Robin cheers. His Merry Men raise their glasses to Will and cheer his name too, celebrating. Will smiles at them all and then takes a drink from his glass.


Act I

OW103 03
Will has an idea on how to see into the past.

In Wonderland, Alice and Will are looking at one of the latter's wanted posters. Will comments that he's a handsome chap, but Alice adds that he's a wanted chap. She takes it down and begins to read what Will's crimes were, including public nudity. As they walk, she takes another down, commenting that they're everywhere so the Caterpillar must want him badly. Will suggests splitting up as she doesn't need a wanted thief getting in the way of her finding Cyrus. However, Alice explains that someone stole the bottle, so asks who better to catch a thief than someone who thinks like one. Alice points out that she and Cyrus were the only two people who knew of the bottle's location, so realizes that whoever took the bottle has Cyrus or knows who does. She sighs that it'd be helpful if a clue was left behind, but all they have is an empty hole in the ground. Will suddenly gets an idea, a way to see into the past. He tells Alice of the Forget-Me-Knot, an valuable enchanted piece of rope. He grabs a twig from a nearby tree to demonstrate that when tied together, you can see the last thing that happened in any place. Alice is amazed and asks where they can find this item. He tells Alice that's the hard part, but she doesn't seem to care, stating she can handle whatever it is as she's too close to finding Cyrus. The duo then continue their journey.

OW103 04
Jafar and the Red Queen taunt Cyrus.

In Jafar's dungeon, Cyrus and the Old Prisoner are disturbed when the former's cage begins to move towards the platform Jafar uses. He sees Jafar and the Red Queen sat at a dining table, eating food that is served by Jafar's henchman, Orang. The genie asks what it is, so the two villains explain it's dinner, asking if he wants to join them, however Cyrus says he'd rather starve. Jafar asks if he's sure, stating he hasn't seen the center piece yet as he pulls out a paper swan. He tells Cyrus that the message he wrote to Alice got a reply, meaning she didn't listen to his warning. He then rips up the paper swan and notices Cyrus' serious face. He tauntingly state that he doesn't seem in a festive mood, wondering if the center piece was too much. He then tells Cyrus that he should know better than anyone that magic comes with a price. "So does stealing it" the genie adds, but Jafar explains he won't be stealing it as he's only three wishes away from owning it. Cyrus insists she'll never make them, but the Red Queen points out he said she'd never come back to Wonderland. Cyrus tells the villains that Alice is stronger than they think, so Jafar adds that they're about to find out. As the sorcerer sits back down, the queen complains of Cyrus' smell, wondering if they need to sit so close. Jafar tells her it'll only be for a while as he wants to see the look on the genie's face when Alice makes her first wish. She smiles. "The book" Jafar whispers to her, so the Red Queen gives a nod to the henchman, who brings over an old, large book. As the queen looks through it, Cyrus asks what they're going to do to Alice, but Jafar corrects him and says it's what he'll do to her.

OW103 05
Alice is unsure about visiting the Caterpillar.

"The Caterpillar?!" Alice asks in shock, stating that him having the Forget-Me-Knot isn't a solution, but another problem. As they arrive at a mushroom with doors on it, Will assures her that it'll be okay and he'll just "pop in" and get it. Alice points out that he has the whole of Wonderland looking for him, but Will explains that the Caterpillar likes to make deals, adding that he has a deal. Alice asks if the Caterpillar will take it and not just kill him on sight, so the knave points out that there's always an element of risk. Alice smiles and asks if he's willing to do this for her, but he tells her not to get all "mushy" as he's doing it for himself and he's going to clear his name. He then makes his way to the mushroom, but is stopped by Alice, who suggests going in together. He agrees and then continues his way to the mushroom. When they both reach it, the knave pushes it open and loud noises of people and clunking are heard coming from below. He stares at Alice before entering the darkness.

OW103 06
Welcome to the Underland.

Soon after, Alice and Will are seen making their way down a staircase. The girl points out that it's a lot bigger than it looks on the outside, so the knave tells her she's used to Wonderland before welcoming her to the Underland. They then look at all the shady looking people in the Underland, who all stare at their two new guests with watchful eyes. Will tells Alice to follow his lead as this is his world and these are his people. He takes one step forward and is immediately slammed against a wall by a large man who he refers to as Nazim, adding it's a pleasure to see him again. "Don't pleasure me!" the man growls. Nazim angrily tells the knave that he owes everyone money. As he raises his fist to punch the knave, Alice draws her sword and puts it against Nazim, telling everyone to keep their heads. Will tells his companion that she should let him handle it as a large number of people in the room draw their weapons in defense. The duo look at all the armed men around them and Will quietly adds that he could use a bit of help. "Stop! Let him go!" a large echoing voice screams from behind the men. Nazim does as he's told and then everyone drops their weapons. "Let them through" the voice says as Alice and Will make their way to its source. It is revealed to be the Caterpillar.

OW103 07
A meeting with the Caterpillar.

The two approach the Caterpillar, who is sat on a large cushion smoking from his hookah. He tells the knave that he's missed him before blowing smoke into his face. Will tells the Caterpillar that that feeling is not mutual. The caterpillar corrects himself and says he's missed the money the knave owes him, asking if he's brought it...or if the girl is his form of payment. Alice is offended. Will explains that he came to make a deal for the Forget-Me-Knot, the Caterpillar laughs, asking if he wants to go deeper into his debt. Will adds that it wasn't his first choice, but states that one day with the knot will allow him to pay everything back and double. The Caterpillar says he doesn't believe Will and then asks about other forms of payment, looking at Alice. "He doesn't have it..." Alice realizes. She explains that the Caterpillar is greedy and would have taken double. She then turns to the Caterpillar and asks him to confess not having the knot. He smiles and tells Alice she's still so smart.

OW103 08
Alice fears for Will.

She asks if he knows where it is, which he does. Will offers a new deal, he collects the Forget-Me-Knot and his debt is paid. The Caterpillar thinks for a short while and then accepts the deal. Will asks where the knot is and he learns it's with the Grendel. The Caterpillar says he thinks the Grendel still eats and lives in the Whispering Woods before wishing them luck. Will realizes the Caterpillar wants him to fail, but the insect says he doesn't care as all outcomes favor him; he succeeds and he gets the knot, he dies trying, or he gets the knot and keeps it for himself. Will asks how the last one favor him, so the Caterpillar explains he'll get to exact the revenge on him that he's been waiting so long for. He adds when he's done, he'll not only possess the knot, but he'll possess Will too. Will is confused, as he thought the Caterpillar wanted him dead. The insect tells him there are fates worse than death before lifting up a golden lid on a plate. A screaming man's head is revealed and then the Caterpillar smiles, saying he could always use another pretty face on his desk. A disturbed Alice looks over to a worried knave.

Act II

OW103 09
Alice and Will make their way to the Grendel.

A while later, Alice asks Will what he knows about the Grendel as they walk through the Whispering Woods; which literally whisper. He replies with nothing pleasant, claiming only a few people have seen him and lived to tell the tale. Alice wonders why a creature like that would want the Knot, so Will supposes for the same reason as the Caterpillar. He explains there is power in knowing things other's don't. A baffled Alice asks if they're going to make the most powerful and cruel insect in Wonderland even more powerful and cruel, he confirms. Alice wonders if there's a way for them to get what they want without putting their problems onto others. Will turns to his friend and asks Alice if she'd choose to be with Cyrus together, but someone else had to suffer because of it. After hesitation, she tells him that's not an option, so he says it could be one tomorrow and then he asks her how much it means to her. He then reminds the girl that they're stealing, so she points out she realized that. Will then tells Alice that she wanted a thief, so now she has one.

OW103 10
One of us.

Back in the Enchanted Forest, Will is stood with the Merry Men around a camp fire when Robin Hood approaches him, asking for his hand. Will jokes if he's worried he stole something, Robin laughs and says he isn't as he cuts the newcomers hand with a knife. Will grunts with pain. Robin clenches Will's hand and holds it over the fire, stating he's one of them now...for life. He clenches the fist even more and Will's blood drips down into the flames. "A thief for life" Will states, but he's corrected by Robin, who says people call them that, but it's not what they are. Will asks what they are, so Robin explains that they help those in need, pointing out that a thief only steals for himself. Will confirms that that's not them. Robin then explains that they have a call that is bigger than any of their own needs, and the call is humanity. Robin tells Will that when you steal for yourself the first thing you lose is yourself. He then pats the newcomer on his shoulder and tells him to rest up as they leave the woods at dawn.

OW103 11
Pretty please with a cherry on the top?

As Robin walks away, Will chases after him, stating that he wanted to speak to him about that. Will suggests it'd be a good idea to hang around for a few more days, so Robin asks for what, as they're swept the area clean. Will tells him they haven't completely, as there's a castle that sits atop of the Forbidden Mountain. Robin immediately refuses, stating it's Maleficent's castle. Robin points out that she's a sorceress, and the one thing they don't mess about with is magic as it's dangerous, no matter how valuable. Will then says that's why they'll walk past all the magical things and go straight for the gold. He explains that word has it there is a chest in the walls containing enough gold to care for this village and the next for years to come. He asks a conflicted looking Robin if that's what the point of "this" is, helping humanity. He then says he has a plan, stating they'll need eight men to get past the guards, pointing out Maleficent is away from the castle and isn't expected back for several days. He then says they make their way to the castle before night and then return with the gold before dawn. Robin smiles and tells Will he'd steal the pitchfork from the devil himself, so Will replies that he'd be out of hell before he even realized it was gone. After a moment of thinking, Robin agrees to steal the gold, but nothing else. Will says he wouldn't think of it as he's not a thief. Robin chuckles and then they both go on their way.

OW103 12
Who. Are. You?

A while later, Will is seen slowly and quietly entering a small house. He quietly heads over to a bed and takes off his jacket. Noticing someone in the bed moving, he smiles and tells her not to wake up. He then slowly gets into bed too and assures her it's only him. The blonde girl in the bed reaches out her arm and strokes her partner. He tells the girl that he's "in", calling himself the newest Merry Man. He tells the girl that they bought him being a believer of their cause, explaining that now "their cause is ours". "Really?" the girl asks quietly. He confirms and then says tomorrow they'll have everything they need to get out of this place and their new life will await them. He then kisses his partner's hand and they both look lovingly at each other.

OW103 13
Jafar and the Red Queen pick the right monster.

Back in Wonderland, in Jafar's palace's dungeon, he and the Red Queen are sat at the dining table, looking through the book as Cyrus watches. Jafar points out that Alice is a brave girl, so he questions what will force her to make her first wish. Cyrus asks if he honestly thinks he'd tell him, but Jafar states if he thought Cyrus knew, he'd have no choice but to tell him. The queen suggests using a monster she found in the book, as its mouth is so full of fangs it's like being pressed against two beds of nails. Jafar points out that they don't want to kill Alice. The queen claims to know the girl and fear of losing Cyrus is the only thing that will make her wish. Jafar asks her to go on, so she looks further into the book, finding a Sarlacc, which digests its victims over a millennia; plenty of time to make a wish. He tells her to go on, so she continue to look. She eventually comes across something that Alice faced on her first trip to Wonderland, something that nearly killed her; the Bandersnatch. Cyrus gets a look of concern on his face and Jafar realizes they have the right monster. She asks if Jafar is certain, so he simply tells her to look at Cyrus. The queen turns and sees the concern on Cyrus' face, she smiles. "The Bandersnatch it is" Jafar says before thanking the genie for his assistance.

OW103 14

Meanwhile, Alice and Will come to a stop in the Whispering Woods when they come across a house. Alice asks if the Grendel is in there, but Will explains that it doesn't matter because they're going in either way. Alice takes a few steps forward and then draws her sword. Will sarcastically asks if she's going to challenge him to a duel. A serious looking Alice turns around and states that she's fought monsters before, asking if he has. He tells his friend that he's stolen from them, and in his experience, he's found it better to not fight them in the first place. Alice asks how they're going to get the Knot then, so Will explains he'll create a diversion to draw the Grendel out and then Alice will sneak in and steal it. He tells her if they lose each other then they should meet where the bottle was buried. Impressed, Alice tells him that plan is quite sound, noting he really is a thief. As they walk toward the house, he explains the trick is poise. As he continue, he's suddenly interrupted as the two suddenly fall through a trap in the floor, ending up unconscious in a pit. From the top of the pit, the Grendel, a hideous looking monster, looks down at his two victims.


OW103 15
Alice and Will find themselves in a sticky situation.

We see a shot of Will's eye opening. He finds himself bound in a kitchen of a run down house. He tries to wake up Alice, who is unconscious next to him. He calls out her name and she eventually awakens, shocked to find themselves tied up. She asks if he's all right, which he sarcastically says he's been better. He then wonders where they are, so Alice theorizes that they're in his house, but Will adds that they're in his kitchen. With that, the Grendel enters to prepare a fire, but he's distracted by Will, who calls out to him. Grendel angrily turns to him and then pulls out a knife before walking away. Alice and Will are horrified. The latter then watches where the Grendel goes and he's terrified to see him sharpening the large knife. Will suggests using a wish, but Alice insists on there being another way. Noticing a pile of skeletons, Will says the only other way out seems to be through his digestive tract. Alice points out that Will said he's a great thief, so says it's time for him to show what he can really do. Will begins to think.

OW103 16
Will begins his search.

Back in the fairytale land that was, Will, Robin Hood, Little John, Friar Tuck and other Merry Men are walking through the empty main hall of Maleficent's Forbidden Fortress. Robin warns his men that Maleficent traffics in the darkest of magic and repeats not to touch anything but the gold. Will explains that the gold is hidden behind a wall panel so tells them to search for one cut a bit smaller than the rest. The men then split up and begin there search. A short while later, Will is alone down a corridor as he looks around. He looks into a jar filled with eyes and is shocked when one looks at him. He then turns his attention to a cabinet which he then opens and begins to look around. His attention is suddenly caught by a small mirror in the cabinet. He looks into it and then grabs it. He then proceeds to stare into the mirror.

OW103 17
The Grendel's weakness is discovered.

Back in Wonderland, Will and Alice are attempting to undo each other's binds when they here a deep voice say "Fire's ready". Shocked, Alice asks Will if he heard, pointing out that the Grendel is talking to someone. Will sarcastically acts happy, claiming one monster wasn't enough. The Grendel asks the person he's talking to what's for dinner, so Will adjusts himself so he can see. He sees the Grendel is alone. He then notices the Forget-Me-Knot, right in front of the Grendel. Alice moves forward so she can see too, and when she does, a beautiful woman appears magically within the knot. The Grendel smiles at the image of this woman and says she smells lovely. Alice tells Will that they need to get out, but they're stopped when a man walks into the picture of the knot. He brings food for the woman, telling her to get the fire nice and hot before they kiss. Alice observes as the Grendel watches the couple and she realizes they must've been the last two in the room. "What did he do to those poor people" she asks sadly. The Grendel continues to watch the image in the knot and he lets out a little chuckle. Will tells Alice that he doesn't think the Grendel did anything to them and then he explains that there may be a way for them to get everything they want today.

OW103 18
The Bandersnatch is summoned.

Meanwhile, the Red Queen and Jafar are walking through some dark caves as the former explains that the Bandersnatch is a unique creature as once it gets the scent of what it wants, it won't stop until it gets it. Jafar comments that the queen and the beast have something in common. She smiles and tells the sorcerer that she is much more than she appears. Jafar tells her that much is becoming apparent and then he gently touches her arm, stating that below her beautiful surface is something else. She tells him "a queen", stating that's all he needs to know before saying they have work to do. Jafar takes out the ripped up magic paper in his hand and then holds it in front of him. A large beast in the shadow corner slowly emerges and begins to sniff it and snort. He tells the beast to take her scent and then orders it to find Alice. The Bandersnatch roars.

Act IV

OW103 19
Will tries to talk to the Grendel.

In Wonderland, Alice and Will are still tied up. The former wiggles her hands in an attempt to break free from her binds when she tells Will they need to get out of here as she can't find Cyrus if she's dead. She tells Will to forget the knot, but he states they need it and asks to let him talk to the Grendel. Alice looks worried, but he assures the girl he's good with monsters. Alice refuses to let him, stating there must be another way. As the Grendel returns to the kitchen, Will shouts out to the monster and says the woman he's been looking at is quite lovely. Grendel tells Will to stop talking, but the thief asks if the Grendel knows her or if she has a name. This angers the Grendel, who growls and storms towards his prisoners. However, he's stopped when he here's laughter coming from the knot, he looks over to see the happy couple. The Grendel sadly watches the image from the knot, mouthing what the man says. Will notes that the woman was the Grendel's and he loved her.

OW103 20
Dinner time...

Will states that losing someone you love can change you, so the Grendel asks how he knows. Will says he feels the way the Grendel looks and then he assures the monster that he knows what he's going through. The monster looks sad so Alice urges Will to keep talking as it's working. Will suggests the only way to move on is to forget about the past, and looking through the knot only makes it worse. The Grendel takes a quick look at the knot and immediately claims he doesn't want to move on, but Will says that sometimes you don't have a choice because it's for the best. The Grendel suddenly explodes with anger and tells Will to be silent. The shout causes the two prisoners to cower with fear. The monster then walks over to the two of them and grabs an axe, placing it against Will's cheek. He licks his lips while looking at them both and then states that it's "dinner time". He then walks away and continues to prepare the fire, leaving a terrified Will and Alice.

OW103 21
Maleficent sends a message.

Back in the fairytale land that was, the Merry Men are back at their camp, sat around a camp fire, looking at the large crate of gold they stole. Little John asks if they've ever seen something so beautiful in their life, but Will states that a chest of gold cannot compare to a woman. Robin says that it depends on the woman and then Little John says it depends on the chest. All the men laugh in unison. Suddenly, the camp fire they're sat around grows in size and heavy winds arrive. A loud voice is heard from the sky, stating that some thieves have stole from her something that isn't theirs. The voice is that of the powerful witch, Maleficent. The witch tells the thieves to keep the gold if they must as it is useless, however, she demands that the men return the other treasure they have stolen because although the power of the item is alluring, it will only bring the men misery. The winds immediately silence and the fire calms down; the Merry Men are left in shock. Robin angrily states that his instructions were clear and then asks who among them disobeyed him. Nobody answers, so Robin asks who took the other treasure. Nobody answers again, not even the guilty Will, who just stares at Robin.

OW103 22
Trapped between two monsters.

Back in Wonderland, Alice and Will are trying to break free from their bonds again. Alice states that the Grendel is out chopping wood and he'll be back any second. Will assures Alice by saying he's been in worse binds than this. He tries to break free again, but fails, so states they were equivalent binds. Alice asks if the woman Will had to forget was Anastasia, but he tells her to "sod off". Will continues to attempt to break from his binds, stating he's almost free, but before he can finish, Alice breaks free from hers. A shocked Will asks how she did it, so she explains that she uses a wish. A disappointed Will tells her it was a waste, but she calms him down by explaining she cut the rope with the sharp edges of the wishes. She helps Will's hands free and then they both untie their legs. They head to the door, but Will stops and looks at the knot. She asks what he's doing, so he states he isn't leaving without the knot as it's his head on the line. Alice tells him it'll be both their heads on the line if they don't get out and then she begins to unlock the door. Will turns around to help, but he's stopped when an axe flies past him and cuts into the wall, narrowly missing him. They turn to see the Grendel and then both hurry to unlock the door. As the monster gets closer, they finally open door, however, they find the Bandersnatch on the other side, which roars with anger. As it charges towards them, they slam the door shut and lock it, finding themselves trapped between two monsters.

Act V

OW103 23
The Bandersnatch attacks.

Immediately after locking the door, Alice and Will back away from the door as the latter wonders what the thing was. As the beast attempts to break down the door, Alice tells him it's a Bandersnatch. Will asks what it's doing here, so Alice states its here for them. Alice and Will run to the knot when the former gets a plan, leaving the Grendel to fight off the Bandesnatch. The beast bursts through the door and slams the Grendel against a wall, knocking him unconscious. It then looks around with its poor vision and eventually jumps onto the part of the room where the knot is. It jumps onto the table and into the knot, seeing the last thing that happened there; Alice and Will cowering. Believing they're still there, the Bandersnatch sticks its head through, however, in another part of the room, the duo are stood near the rope keeping the knot in the air. Alice begins to pull on the rope, causing the Bandersnatch to get hung in mid air. It roars as Alice struggles to keep the beast up with the rope. Will then runs off somewhere, leaving Alice alone. She gets a look of fear when the Bandesnatch apparently starts charging at her, however, the Grendel, who has woken up, appears near her, and the Bandersnatch instead hits him. The beast prepares to eat the Grendel, however, Will returns with a knife and stabs the neck of the Bandernsatch, turning it to dust. Alice drops to her knees with a sigh of relief.

OW103 24
Cyrus is happy that his plan worked.

In the caves, Jafar and the Red Queen hear a slight noise resembling the Bandersnatch in the air. Jafar asks what it was, so the Red Queen, smiling, tells him that Alice used her first wish as the beast is dead. Jafar states she didn't, looking at his staff, saying he'd know if she did. Confused, the Red Queen explains that Cyrus indicated that was the perfect beast. An angry Jafar slams his staff into the ground, realizing that it was part of Cyrus' plan along. The slam of the staff sends a shockwave throughout the land. In Jafar's dungeon, Cyrus and the Old Prisoner feel the shock which rocks their cages. The old man asks the genie what it was and then notes that Cyrus is smiling. Cyrus explains that "It worked, my plan worked".

OW103 25
The Grendel hands over the knot.

Back at the Grendel's house, Will helps Alice to her feet and then asks how she knew the Bandersnatch would fall for her trap. She tells him Cyrus is how, explaining that a Bandersnatch is dumb and they have terrible eyesight, adding that Cyrus taught her that. She goes on to explain that she told Cyrus they scared her during her first trip to Wonderland, so he taught her all about them. With that, the Grendel stands to his feet, causing Alice and Will to look nervously at him. The Grendel thanks the two of them for saving him, causing Will to ask if they're off the dinner menu. The Grendel picks up the Forget-Me-Knot and is sad to see the vision of what last happened has changed to the Bandersnatch smashing up the room. Alice asks who the woman was, so the Grendel explains it was his wife whom he lost long ago. He tells the two that he thought he'd die of heartbreak, until he heard of this object owned by the Red Queen. He explains that he stole the knot from the queen, and on that night he saw his wife again...but the queen also turned him into a monster for his crime. Will notes that the Red Queen ruined his life, stating he did what he had to do to be with the woman he loved. He assures the Grendel there is no crime in that, the only crime is what she did to him. After a moment of pause, the Grendel tells the two to take the knot, Alice thanks him. He hopes it brings them what they desire before walking away. Will looks at the Grendel sympathetically.

OW103 26
Robin plays the guilt card.

In the fairytale land that was, Will is exiting the Merry Men's camp early in the morning, before everyone wakes up. As he almost gets away, he's caught by Robin Hood, who realizes Will sold them out. Will tries to come up with an excuse, but Robin doesn't want to hear it, only asking why he stole. Robin realizes it was because of a woman, so Will simply says he has his reasons. Robin states the reasons aren't good enough, telling Will he made a bad choice last night that will haunt him. Will asks what Robin is going to do to him, so the prince of thieves explains he'll do the worst thing possible; nothing. Will asks if Robin is letting him go, so Robin confirms this and then assures Will that he will eventually meet the fate he deserves. As Hood begins to walk away, Will tells him its rich coming from the prince of thieves himself, causing him to stop. Robin tells Will that today he showed himself to be the only thief among them. Will wonders if this is because he didn't live by Hood's code before stating he's got along just fine by his own code. Robin hopes Will's luck continues before adding his experience tells him differently. He then walks away, leaving Will alone.

OW103 27
The Grendel is finally reunited with his wife.

Back in Wonderland, in the destroyed house of the Grendel, the monster is sat silently at his dining table, thinking. Suddenly footsteps are heard behind him, but he doesn't bother to look. The Red Queen and Jafar enter and stand next to him. The queen evilly smiles that he's looking well, just like she left him. She then wonders what happened at the broken house, so the Grendel tells her the Bandersnatch attacked. Jafar asks if he killed it; he says he didn't. Jafar then asks who, so the Grendel explains he had guests. Jafar asks who, assuring the monster that they can help him. The Grendel asks if they can bring back his wife so the two villains that maybe they can, as if they succeed, the impossible will be possible. Tempted, the Grendel explains his guests were a young woman and a man. Jafar wonders who the man was, so the Grendel explains the woman called him "knave". Jafar and the queen share a glance before the former thanks the Grendel for his honesty, claiming he's been of great assistance. The Grendel then asks to be united with his wife, to which Jafar smile and tells him "with pleasure". Jafar stabs his serpent staff into the gut of the monster and a pink glow emits around his body. When he remove the staff, a dying Grendel falls to the floor, gasping for breath. Jafar and the Red Queen then simply watch coldly as the Grendel is finally reunited with his death.

Act VI

OW103 28
Will continues to avoid the Anastasia conversation topic.

Alice and Will are walking through Wonderland when the former points out that Will was really getting through to the Grendel. Will shrugs it off by saying playing parts is what a thief does. However, Alice doesn't believe this and says Will was identifying with the Grendel. Will tells her its "bollocks", so she ask if it is, reminding that the Grendel was heartbroken and he knew that. He just continues to walk without saying a word. Alice then asks about the mysterious Anastasia, whom he never talks about, quoting it was a tale of heartbreak. Will uncomfortably says that it was so Alice asks what happened; the knave says it doesn't matter as she's gone. Alice supposes using the knot to find out the answer, but Will points out it can look into the past, not change it. He then tells Alice to use it for what it can do; change a future. He tells her they'll use it to find out who stole Cyrus' bottle, bringing them one step closer to being with him, and then afterwards they'll hand it over, making Will square with the Caterpillar.

OW103 29
The White Rabbit is caught.

A while later, Will and Alice arrive at the Dandy Lion and they both slowly make their way towards the hole in the ground where Cyrus' bottle was previously hidden. She asks if he's ready so Will tells her to hurry as the sun will be setting soon and he has a debt to settle. Alice nods and then the duo both grab an edge of the knot each, holding it over the hole. They watch for a moment, but nothing happens. Alice points this out, but Will tells her to wait and then alerts her when it begins to work. They both look through the knot to see the White Rabbit exiting the hole with the bottle. Alice is shocked to see him. They then follow as he walks with the bottle and hands it over to the Red Queen, who congratulates the animal. A distraught Alice drops the knot and says she doesn't understand, telling Will that she and the Rabbit were friends. She wonders how he could betray her like that, so Will, who looks back at the vision of the Red Queen, tells her she'll be surprised at what some people are willing to do.

OW103 30
Jafar questions the Caterpillar.

Meanwhile, in the Underland, the Caterpillar is sat looking at a sand timer. He notices there isn't much sand left so announces that there isn't much time left. With that, footsteps are heard walking through the crowd. Assuming its the Knave of Hearts, the Caterpillar joyfully says "Speak of the devil". However, as the crowd moves apart, Jafar is revealed to be the source of the footsteps. He asks the Caterpillar if he was expecting someone else...such as the knave. The insect suspiciously confirms that he was waiting for the knave, pleasing Jafar. The sorcerer then demands that the Caterpillar tell him everything about the Knave of Hearts...everything.

OW103 31
Will does the right thing.

A short while later, Alice and Will are walking through Wonderland again as the former, still in shock, says that she never thought the White Rabbit would be capable of betraying her, Will apologizes. Alice then realizes that everything they've said and done has been told to the Red Queen. Alice says that after they visit the Caterpillar, they're going to visit the queen. Will stops standing, confusing Alice. He tells Alice she may have been right about giving the knot to the Caterpillar as it'd be a horrible idea for he is evil. Will adds he'd use it the same way he uses hurt people. Alice notes that if he doesn't hand it over, he'll spend the rest of his days as a desk ornament. Will shrugs it off and begins walking, however, Alice reminds him that the knot is the key to his freedom and stop being a hunted thief. Will points out that if he hands the knot to the Caterpillar, then that means he stole for himself, which makes him a thief. He then adds if he doesn't hand it over, then it means he stole it for Alice, which hopefully makes him somebody with a shred of humanity left. Alice smiles and tells him there's "No hopefully about it". He then pulls a match out of his pocket and sets the knot on fire, which burns with white smoke and yellow flames. Alice is amazed as the knot vanishes and then they both watch the smoke rise.

OW103 32
Will and Anastasia make their way to Wonderland.

In the fairytale land that was, Will rides his horse down a dirt road quickly until he eventually comes across a small house in the woods. He calls out for Anastasia as he gets off his horse and then eventually the girl exists the house...revealing herself to be the Red Queen, looking less royal than normally. She is overjoyed to see Will return and then they both hug. Will explains that he got "it", causing her to smile. They then run inside and she tells him he was gone so long so she started to worry. He assures her that she's fine...and now so are they. As he takes out the mirror, she dances around with excitement. He holds the mirror before Anastasia and calls it the Looking Glass. Anastasia comments on its beauty and in a moment of disbelief asks if it's real. Will assures her that it is as she touches it gently. She then asks if it can do what they say; take them far away. He tells her there's only one way to find out before throwing the Looking Glass on the floor, causing a portal to open. Anastasia is astonished. They then stand next to each other over the gentle portal and Will asks if she's ready. She tells him that as long as they're together, she's ready for anything. They both declare their love for each other and then they kiss romantically. They then hold hands and Will wonders what the knew world they'll be taken to is. Anastasia explains its a place filled with magic and wonders beyond imagination and where anything is possible and they can be whoever they want to be. Will tells her it sounds lovely and then asks what it's called, so she tells him it's called Wonderland. She then smile and they both turn to the portal. "Right then, next stop Wonderland" Will says as the two prepare to jump. Anastasia smiles at him.


OW103 Title Card
  • The title card of this episode features the Forget-Me-Knot posing as the "O" in the word "Once".
  • The character of the White Rabbit is featured briefly in this episode, however, actor John Lithgow, despite being credited, does not voice it. Nevertheless, Lithgow's voice can be heard at the beginning of the episode, during the archive footage introduction segment.
  • In the "Previously..." segment, Jafar is heard saying, "I'll kill Alice (...)". However, in the episode "Trust Me", from which the scene is, he says "I'll kill her (...)".


  • The title of this episode was revealed by executive producer/co-creator Adam Horowitz, via his Twitter account, on September 3, 2013, along with a photograph of the script's cover.[1]



This episode garnered 4.38 million viewers, which sees a small drop from the previous week.


This episode received mixed to positive reviews from critics.

  • Lily Sparks of was positive of the episode, despite being overly-critical of its CGI. She ended her review by saying, "So, lots of great developments this week: They’ve found out the Rabbit is a double agent and that the Red Queen is in possession of Cyrus’s bottle. We know the Red Queen and Will were lovers at one point. Alice has been tested and she is NOT about to use those wishes—even, apparently, when her life depends on it. These are all very cool things!"[2]
  • Amy Ratcliffe of IGN praised by the reveal that the Knave of Hearts was Merry Man Will Scarlet, and that his past love Anastasia turned out to be none other than the Red Queen. She ended on a mixed note, stating, "Overall, this episode wasn't the strongest but there was plenty to enjoy. The reveal of Anastasia's identity opens the doors to plenty of stories, the most obvious one being how and why she betrayed the Knave. I'm dying to know how she stepped into the Red Queen's elegant shoes. The Alice and Cyrus story was the undercurrent in this episode, and it's good to know they're willing to put the main plot in the backseat from time to time."[3]


Gallery of photographic stills released to promote the episode.


Gallery of videos used as previews.

External Links


  1. Adam Horowitz tweet.
  2. Once Upon a Time in Wonderland "Forget Me Not" Review: Terribly Useful Plotlines, by Lily Sparks, (October 25, 2013)
  3. ONCE UPON A TIME IN WONDERLAND: "FORGET ME NOT" REVIEW, by Amy Ratcliffe, IGN (October 24, 2013)
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