Fruit of the Poisonous Tree
Once Upon a Time 1x11
January 29, 2012
Running time
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Also Starring
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Archive footage

"Fruit of the Poisonous Tree" is the 11th episode of Once Upon a Time.


A dejected Sidney enlists the aid of Emma to help uncover evidence that could expose Mayor Regina as the corrupt person she really is to the townspeople of Storybrooke, and Mary Margaret and David continue their secret rendezvous while trying to figure out a way to unleash their unrequited love. Meanwhile, back in the fairytale land that was, King Leopold, who is the father of Snow White and married to the Evil Queen, stumbles upon a magic lamp and is granted three wishes by a Genie - who warns the king to be careful what he wishes for.



Act I

111 01
The Castle has seen better days.

At the Storybrooke coast, Henry is riding his bike along the road; headed for the jungle gym he plays at, “The Castle”. He is being watched by someone in a car via the side view mirror. Emma gets out of the car, which is the Sheriff’s car, and she says hi to Henry. However, he ignores her and continues biking. She sarcastically says it’s nice to see him too. Henry reaches “The Castle” and notices it has been damaged by the storm. Emma assures him that they can fix it and she’ll talk to Marco. Henry asks Emma if she thinks “it” is still here. She asks what he’s looking for when he starts digging up some dirt under the jungle gym. He explains that he’s looking for his book and he hid it at the jungle gym so Regina couldn't find it. He opens up a metal box buried in the dirt and is relieved to see his book is still there. Emma asks if Regina knows about “The Castle”, so he explains it’s their secret. He then closes the box and starts to bury it again. However, he’s interrupted when someone yells out Henry’s name, it’s Regina. As she heads towards him from her car, he continues to sneakily bury the box. Regina says she’s been looking everywhere for him and reminds him that he’s got a session with Archie. She tells Emma she should have known they’d be together and then she tells him to get into the car, he complies. Regina then turns to Emma and angrily asks if she lets him play at the jungle gym, noticing its condition. Emma explains the storm hit it hard but assures her they can fix it. Regina says Emma isn't thinking about Henry’s safety, just ways around her. She tells the sheriff not to let her feelings cloud her judgment as people can get hurt. Emma asks what she means by that, so the mayor reminds her that she’s sheriff now, so she must act responsibly. Regina then heads back to her car.

111 02
Emma vents to Mary Margaret.

A while later, at Granny’s Diner, Emma is sat at a table with Mary Margaret, infuriated by her encounter with Regina. She quotes what Regina said about feelings clouding her judgment and states that that is all Regina does. Mary Margaret says that the mayor is just upset over her and Henry having a special pace because she doesn't. Emma asks how she even found out about “The Castle”, so Mary Margaret reminds Emma that Regina’s the mayor so knows everything about Storybrooke. Mary then checks her phone and sees that she’s received a text from David, asking her to meet him at their “spot”. Emma asks if everything is okay, so Mary Margaret tells her it is, but excuses herself as she quickly gathers her things. As she puts her coat on, Mary Margaret assures Emma by saying she thinks she’s right about Regina as she knows the effect she has on Henry. Emma says she wishes everybody else did too. Mary Margaret touches Emma’s shoulder comfortingly before she quickly leaves the diner.

111 03
Sidney offers Emma some help.

The moment Mary Margaret leaves, Sidney Glass sits down in her spot opposite Emma. Having overheard her conversation with Mary Margaret, he tells her that he can grant her wish. Emma is overwhelmed by the smell of alcohol on Sidney and she jokingly asks if he’d like a side of bacon with the whiskey. He tells Emma if she wants to show the town who Regina really is, then he can help. She tells him that’ll be hard from inside her pocket. “The mayor and I are done” he grumbles. Emma doesn't believe it at first, but then he convincingly tells her that Regina got him fired from the newspaper and made a fool of him in the election. He says he started working exposé on the Mayor’s Office and he found something she didn't want found. Emma tells Sidney that he’s drunk so he should go home, sleep it off and be grateful he doesn't have to answer to Regina any more. As Emma prepares to leave the diner, Sidney pulls out a business card of his and tells Emma to call him, stating Storybrooke deserves to know the truth about Regina. Emma takes the card and then walks out of the diner, leaving Sidney, who stares, emotionless, into the air.

111 04
Meet the Genie of Agrabah.

In the fairytale land that was, a Genie is sitting in his lamp, staring emotionless into a handheld mirror. He places the mirror down on his lamp and then simply waits in silence. He suddenly hears some loud thudding sounds and then heavy breathing. He looks up through the roof of his lamp and he sees a man peering inside. The man, who is a king, picks up the lamp, which was rested in some water, and he brushes it off, giving it three strokes. Thick black smoke emerges from the spout of the lamp and collects together in front of the man. After the smoke dissipates, the Genie is left standing before his new master. “You awaken the Genie of Agrabah” he says mightily. However, his tone soon changes and he appears to be tired of what he’s about to say as he’s said it any times before. He tells the man he has three wishes and magic has limits so he cannot wish for life or death, he cannot wish for love or more wishes. He then adds that once spoken, a wish cannot be undone, no matter what the consequences may be. He then asks the king for his first wish. The king tries to think of something, but cannot, so laughs. He tells the Genie that there is nothing he desires because he has everything he needs; all he wants is the happiness of those in his kingdom. The Genie rolls his eyes and then sighs before sitting down on a nearby log. The king points out that the Genie is in his kingdom, but does not appear to be happy. He explains that he’s serves as Genie longer than the king has been alive, and life as a Genie isn't as magical as it appears. The king asks if the Genie wishes to be free, to which he replies “more than anything”. The king states he now knows his first wish and then wishes for the Genie to be free. The Genie looks at his arm and watches two metal bracer fall off his wrists as a spell seems to be broken. “Can it be? Am I truly free?” the Genie asks excitedly. “You’re the Genie, you tell me” the king replies. Seeming much happier, the Genie asks what the king will do with his final two wishes. After a short while of thinking, he decides to give his third and final wish to the Genie. As he takes the lamp of the king, the Genie says “In my time I have granted a thousand and one wishes, and I have seen them end poorly a thousand and one times. Making a wish comes with a price and that is why I will never use this wish”. The king calls the Genie a man of wisdom and then asks what he’ll do with his freedom. He says he’ll find the one thing he’s always desired and that his prison kept from him…true love. The king offers for the Genie to join him at his palace as he’s sure he’ll find true love there. They then leave to meet the king’s family.

111 05
The Genie meets the beautiful Regina.

A while later, the Genie and the king are walking through the gardens just outside of his palace. “Your palace is as lovely as you are king” the Genie compliments. The king tells his friend that it’s more than kindness. They walk by the king’s daughter who is picking flowers. He introduces the Genie to his daughter, Snow White. They both courtesy each other and then the king introduces the Genie to his wife, Regina, the queen. The Genie looks over to an apple tree planted in the center of the garden and he sees a beautiful woman dressed in an elegant white dress. She picks an apple off of the tree and then turns around to see the others. When she sees the Genie, she smiles and says hello to him. The Genie is astonished by her beauty and as he bows he keeps eye contact on her as she is so beautiful. The queen then continues walking through the garden and the Genie watches her, seemingly in love.

111 06
Regina defends her actions.

Back in Storybrooke, at “The Castle”, Henry is stood watching helplessly as his jungle gym is demolished by construction vehicles. Regina Mills is stood nearby ensuring the place is destroyed. Emma soon arrives in the sheriff’s car and then asks what happened, stating she came as soon as she could. Henry explains that Regina is tearing “The Castle” down. They both move closer to the jungle gym and a horrified Henry stutters that his book is gone when he sees a large hole has been dug out. Furious, Emma marches over to the mayor and sarcastically congratulates her for destroying the thing Henry loves. The mayor defends herself by reminding her that the jungle gym was a dangerous thing that could only hurt Henry and others. Regina tells Emma that she sees her as a villain, but says she’s wrong because that’s just her perception. She sternly tells Emma to learn her place in the town or soon enough she won’t be in it. She then walks away, leaving an angry sheriff. When the mayor is gone, Emma pulls out her cell phone and dials Sidney’s phone using his business card. When he answers and while Emma glares at Regina from afar, she coldly says “Sidney, hi… I'm in. I want everyone to know who she really is”.

Act II

111 07
Mary Margaret and David have a private picnic.

In Storybrooke, at the Toll Bridge, whose sign has been vandalized to read "Troll Bridge", David Nolan is stood waiting patiently. Mary Margaret walks up behind him eagerly and tells him that she received his text. David grabs Mary Margaret's arm and mysteriously tells her to follow him. As David leads Mary Margaret alongside a river, she becomes worried. She tells him that he's scaring her and asks what's wrong. David tells her the thing that is wrong is that she's late. They then arrive at a small picnic that David has set up. He adds that the wine is getting warm. Touched, Mary Margaret kisses David. Giggling, she tells him they have to stop doing this, but he says they've only just started. She asks him for them to figure out what they're doing, so he says they will...tomorrow. Mary Margaret agrees with tomorrow and then they continue to kiss by their picnic.

111 08
Sidney tells Emma his evidence.

Meanwhile, at a long dark tunnel on the outskirts of Storybrooke, Emma drives the sheriff’s car into it and parks. She gets out and looks for Sidney Glass, whom she’d agreed to meet up with. When there appears to be no sign of him, he suddenly appears from the other end of the tunnel, looking for Emma. When he sees her, he quickly paces towards her. Emma tells Sidney she’s listening and then asks what he knows about Regina. Slightly hesitant, Sidney leans towards Emma and says “fifty-thousand dollars”. Confused, Emma asks what he’s talking about, so he explains that fifty grand has gone out of the budget and says Regina is responsible. Clearly underwhelmed by the news, Emma asks if “that’s it”. Sidney explains that the money is just the tip of the iceberg and states if they find out what the money is for, then her plans will crumble and they’ll see her secrets. He tells Emma that she sees what Regina is and so does he. He explains they just need a “crack in the mirror” so everyone can see it. Sidney seems pleased and excited about his plans, so Emma asks what his plan is. He suggests unethical techniques such as tapping her phone, car and emails, but Emma wants to play by the rules and act responsibly. Sidney understands, but warns her that Regina will know she’s onto her sooner than later. He asks if she’s prepared of Regina’s wrath, so she tells him “oh yeah”. “Good, because I wasn’t” Sidney grumbles. The two then begin to part ways, but Emma stops and asks Sidney why he worked for Regina in the first place if he thinks she’s a bad person. He tells the sheriff that he used to think she was a different person.

111 09
King Leopold gives his birthday speech.

In the fairytale land that was, at King Leopold's castle, a party with a feast is being held in honor of the king's birthday. The group of people that are there applaud and wish the king a happy birthday. They all gather to the front of the room as the king prepares to give a speech, however, Regina stays sat at the table, watching by sadly. "No gifts are required to mark this special day, for they all pale in comparison to the greatest gift of daughter, Snow" he says. Snow is touched and then her father grabs her hand, bringing her into the spotlight too. Snow giggles that her father is making her blush. "Everyday I look upon your face and I am reminded of your dearly departed mother, who like you, was truly the fairest in all the land" he tells his daughter. Snow is saddened. Regina is hurt to realize that the king will never love her as he loves his daughter and late wife. Snow hugs her father and then the crows, including the Genie, all applaud. As the Genie claps, he notices Regina step up from her chair and sadly head outside to the gardens. He follows her, leaving everyone else to celebrate the birthday.

111 10
The Genie comforts Regina.

A short while later, Regina is stood in the gardens of the palace, looking up at her apple tree and into the moonlit sky. She has a look of sorrow upon her face and tries to hold back her tears. The Genie approaches her from behind and asks if she's not in the festive mood, startling her. She tells the Genie that nobody seems to notice her absence, but he says that he noticed. The Genie admires Regina' apple tree so she explains that it's from her childhood garden. She states that she and the apple tree both have something in common; neither can leave the palace and neither belong. She explain that no matter how hard she tries to please the king, he'll never love her the same way as he loved his first wife. "I'm trapped by the memory of the life they used to share" she adds. The Genie says that he knows about being trapped more than anyone. He then gives Regina a gift, a handheld mirror, in hopes of lifting her spirits. As she looks into the mirror, the Genie explains that she can now see herself the way he sees her; as the fairest in all the land. Regina is flattered and then looks into the Genie's eyes, seemingly lovingly.

111 11
Emma finds something interesting.

Back in Storybrooke, at Mary Margaret and Emma's apartment, the latter and Sidney are looking through a plethora of records and files. Emma comes across something so asks Sidney when Regina's transfer went through, wondering if three weeks sounds right. He thinks so and then asks why. She tells him that those records are missing. Curious, Sidney takes a look at the files. Suddenly, Mary Margaret bursts into the apartment, telling Emma there's something she wants to talk about. However, when she sees Sidney, she stops talking and awkwardly says hi to him. Emma greets Mary Margaret and explains that they're doing work. She says they may have found something on Regina. Mary Margaret tells them it's interesting work and shows her approval. Sidney suggests getting a warrant on Regina if they have to play by the book. Emma seems reluctant, so Sidney suggests his way. Emma refuses as she wants to do what's right; Sidney adds that what's right is exposing Regina and then asks if doing a bad thing for a good reason is right. Mary Margaret, who is listening in on the conversation guiltily says that they may be doing something wrong, but if it's meant to be and it's right then it's okay. She is clearly referring to her affair with David, hoping to justify it. Emma looks at Mary Margaret, puzzled, so the teacher awkwardly takes a sip of some coffee. Emma sighs says Sidney and Mary Margaret are both doing a lot of rationalizing. Sidney tells Emma to look at what Regina did to her, to him and Henry and then says it won't stop so tells her she has to do something. Emma agrees and suggests starting by talking to the mayor herself.

111 12
Sidney and Emma confront Regina.

A while later, Sidney and Emma are stood in front of Regina, who is sitting at her desk in her office. "And just what are you and the disgraced ex-reported accusing me of?" Regina asks calmly. Emma explains that fifty-thousand dollars was transferred out of the city account by her. Regina explains that she's involved in many transactions and suggests they look at public records if he has any questions. Emma says they're missing from three weeks ago and asks Regina if she has any idea what happened to them. Regina explains that if they're missing then that means they were checked out, and if they were checked out three weeks ago then that means they burned in a fire, the same one that got Emma elected as sheriff. Emma and Sidney both seem awkward and embarrassed. "I have nothing to hide" Regina says, smug. Emma walks close to Regina's table and leans in, placing her hands on the edge of the table to hold herself up. Regina smiles at Emma. As Emma stares darkly into the mayor's eyes, she says "okay" and tells Sidney there's nothing for them to do so they should go. As Emma leaves the office, Sidney tries to stop her, but she admits that Regina is right and they have nothing. Sidney then follows her out of the office. Regina is left slightly worried by Emma's strange behavior. A short while later, outside the town call, Emma and Sidney leave the building. Sidney asks if that was Emma's plan, stating he thought she'd do something. Emma explains she did and confesses to planting a bug. "You win, Sidney, let's do whatever it takes" she smiles. Meanwhile, as Regina works away in her office, she is unaware of the bug that Emma planted underneath her desk when she leaned in.


111 13
King Leopold shows the Genie Regina's diary.

In the fairytale land that was, at King Leopold's palace, the Genie opens two large doors and enters a room in which the king is sat waiting on his chair. "You called for me, your majesty?" the Genie asks, slightly confused. A saddened king, holding a large book, explains he has reason to believe that Regina's heart belongs to another man. Unsure if he's being accused, the Genie plays dumb and assures the king that the queen would never "stray". Leopold shows the Genie Regina's diary, saying it suggests otherwise. The Genie reads an entry of the diary which reads "Last night a man gave me a gift, though it was but a simple mirror, it awakened feeling in me that I abandoned long ago. Hope for love and companionship, even though I am trapped in my husband's court". The king sadly reveals that the diary doesn't reveal the name of the man who gave the mirror. He says he's not a fool and realizes that the queen is unhappy and yearns for someone to love her like he never can. He then adds that he never imagined Regina would betray him. The Genie then supposes that the queen would never act upon her feelings. "Love makes people do foolish things" the king explains. The Genie then asks why the king called for him, so Leopold explains he needs someone with his wits to learn the identity of the man who has stolen his wife's heart. Scared, the Genie asks what will happen to this man once he's been found, but the king sternly tells him it isn't his concern. The Genie nods understandingly. Leopold picks up the mirror which Regina was given and asks the Genie if he can find the man that gave it to her or not. The Genie takes the mirror off of him, indicating that he will. The king walks away and then the Genie looks into the mirror, scared.

111 14
Emma and Sidney listen to Regina's calls.

Back in Storybrooke, at the Sheriff's Station, Sidney is sat listening to a radio type machine that receives signals from the bug that Emma left in Regina's office. Regina is on the phone to Miss Ginger. She tells the woman that she doesn't have time to listen to complaints about working conditions and then explains that air temperature is not one of her areas. Emma walks into the office and tells Sidney the plan is scintillating, she then asks if he's found anything yet. He says he did, something more than good, and as he prepares to show a recording, he explains she made the call about an hour ago. He presses play on a recording and they hear Regina's voice. "I'll meet you tonight as access-road 23 with the rest of your payment...yes it'll all be in cash...and I don't need to remind you that no one can know about this...yes, I know it has to be tonight" she says. Emma and Sidney smile at each other. Sidney stops the recording and then Emma asks who was on the other end. He explains that they bugged the office and not the phone. Emma says they'll have to find out, Sidney agrees. Emma says a pay-off in the woods is promising; Sidney adds that it's a pay-off using stolen city funds. Emma then tells him that they're going to find out who she's meeting, so they prepare to leave the office.

111 15
Emma and Sidney crash while following Regina.

Later that night, as Regina drives to her destination in the pouring rain, Emma and Sidney follow a few car distances behind, not to seem suspicious. Regina drives around a right corner and then a short while later, Emma follows her down the same road. When Emma needs to slow down a bit, she puts her foot down on the brake, but nothing seems to happen. Sidney notices that they aren't slowing down, so he calls out to her, concerned. In a panic, she tells him the car won't stop. She begins to repeatedly slam down on the brakes, but the car still won't stop for her. Speeding down the road, Emma and Sidney look at each other, worried. She then loses control of the Sheriff's car and drives off the road into a street sign, knocking it over and finally stopping them. They both groan from the crash and then sigh with relief. Emma asks if Sidney is okay, which he is, and then he asks the same question, Emma is okay too. They both get out of the vehicle, which is wedged up onto some rocks. Sidney examines underneath the car and Emma helps by shining a torch. She frustratedly explains that they're going to miss the hand-off. Having examined under the car, Sidney tells Emma that he thinks Regina found the bug she planted as the brakes have been tampered with. "She's on to us" he says. Emma scowls with a blood-thirsty rage.

111 16
Emma and Sidney encounter Mr. Gold.

A short while later, Emma storms through the woods with her torch, determined to get revenge on Regina. Sidney tries to stop her, but she states she's going to find Regina as she tried to have her killed. Sidney warns Emma to be cautious and think clear. Emma stops walking and tells him "to hell with caution", ready to find out what Regina's doing and why she's out in the woods. Suddenly, Mr. Gold, who's holding a briefcase, approaches them from deeper into the woods, and explains Regina was meeting him. Emma asks what he was doing out in the woods with Regina, so he tells her "just a little business transaction". Sidney asks what's in the briefcase, so Gold tells him that everything comes at a price; land being no different. Emma asks if that's why he met Regina, so she could buy land. Gold confirms, so Emma asks what she wants it for. Gold states that in business he finds it best not to ask many questions as it "hurts the bottom line". Gold however then asks Emma why she's in the middle of the woods with Mr. Glass. Sidney growls that Gold doesn't know what Regina did to him or Henry. He says they can't just sit idly by. Gold smiles and tells him "course you can". As Gold walks away, he warns the two to be careful as emotional entanglements can lead people down very dangerous paths. Emma and Sidney are left confused.

Act IV

111 17
Henry asks the Genie for a favor.

In the fairytale land that was, it's a brand new day. The Genie is alone in the gardens when he uses a knife to cut off an apple from Regina's tree. As he eats it, he hears someone approach him from behind, so he states he was starting to think they weren't coming. Henry Sr., Regina's father approaches the Genie with a box and says he was expecting Regina. The Genie angrily points his knife at the man and asks who he is and what he did with Regina. Henry explains that the king has locked her away in the chambers, so his daughter is a prisoner in her own kingdom. The Genie is shocked to discover that Henry is the queen's father. Henry hands the Genie the large box and asks him to take it to Regina as the palace guards won't allow him to enter her chambers as they know he'd die for her. He adds that the king trusts the Genie and is unaware that he's the one who took her heart so the guards will allow him in to give the box. Confused, the Genie asks what is inside, but Henry gives him a vague answer, saying it is the only thing that can free her from the wretched life. "If you truly care for my daughter, I know you'll do whatever it takes to set her free" he says. Henry Sr then walks away, leaving a very confused Genie. He picks up a key that opens the box and looks at it.

111 18
Emma and Sidney search Regina's office.

Back in Storybrooke, Emma and Sidney pull up in the former's car outside the Town Hall. After getting out the car, Sidney asks what they're doing here, so she explains that Regina bought land from Mr. Gold and they don't know why, so they need documents that officially link her to that land. As they walk towards the building, Sidney states that the office is locked and she has a state of the art security system. Emma says if they don't show the town who Regina really is, nobody will. Sidney asks Emma if she can crack the code, she smiles and says "yep". Emma suddenly smashes a window to open a door, setting off an alarm. She says it'll notify the police, but she's the police, and gives herself six minutes to look around. They open Regina's laptop and Emma sticks a pen-drive into it that automatically prints any files related to "land", "sold", "Gold" and "property". As they print, she begins to look through a filing cabinet and finds a strange set of keys with skull heads on them. When Sidney asks what she's doing, she explains she's looking for Henry's book. Sidney takes the printed files and states they didn't come for Henry. Emma corrects him and says he didn't come for Henry, but that's the only reason she came. Suddenly, the office lights turn on and Regina runs into the office to turn off the alarm. Emma shines a torch in her face, blinding her for a moment. As she turns the alarm off, she asks what they're doing. Emma not-so-convincingly says some kids broke in and she heard the alarm so she's checking it out. Regina points out that it was a quick response time and then asks what Sidney is doing here. Emma explains he is a witness to the crime. Regina asks Sidney what he saw, so he awkwardly says "some kids with a..." Emma adds "rock". Regina scans the office and then asks if they took anything. Emma says she doesn't know and explains she'll have to do a thorough sweep to find out. Regina says it appears to just be a prank. Emma asks Regina if she doesn't want her to take the place apart, so the mayor tells the sheriff that her services are not wanted or needed. Emma leaves, stating she knows where to find her, and then Sidney follows, after giving the mayor and awkward glance. When they're gone, Regina looks around her office.

111 19
The Genie suggests killing King Leopold.

Back in the fairytale land that was, Regina is sat in her chamber staring dismally into a mirror. The chamber doors suddenly open and the Genie enters, holding the box Henry Sr. had given him. "It's you" the queen cries with joy before running to him and hugging him. "My love for you grows stronger with every beat of my heart" she whispers to him, holding his face. Scared, she explains that the king read her diary and found her mirror, stating he'll soon discover the truth about them. She says there's no escape, so the Genie tells her there is always an escape. He tells the queen that her father said what is in the box he brought, can give her the freedom she wants. Knowing what is inside, she sadly takes the key off the Genie and says "Yes, I believe it will". She opens up the box, revealing two large venomous vipers. "The Agrabahn viper, a snake so deadly it can kill anything" the queen says before being cut off by the Genie, who says "with a single bite". He states the snake is from his homeland so he knows all too well of it's poison. He asks why she'd have it brought here, so she explains there's no happiness left for her in this life, so one small bite will free her from this prison forever. She looks at the Genie and apologizes that they couldn't be together. "Perhaps in another life we will find each other again" she smiles. The Genie is upset, but allows the queen to put her hand into the box. However, as she lowers it in, he grabs her hand, stopping her, and pulls it away. "There is another way" he says. "What if the king didn't live?" he suggests darkly. Regina seems shocked that he'd do that for her, so he tells her he'd do anything for her. She hugs him tightly, saying she doesn't know what she'd do without him. "You will never have to find out" he says. The Genie sighs and then closes the lid to the box containing the vipers.

Act V

111 20
The newcomer seems very interested in Henry.

In Storybrooke, at Granny's Diner, Henry is sat at the bar drawing onto a piece of paper some of the characters from his book and their names. Some of the characters include: Prince Charming, the Evil Queen, Snow White and the Huntsman. The newcomer approaches Henry from behind and asks what he's working on. Henry dismisses him and says he has no time to talk because he has to write everything down before he forgets. The newcomer understands, saying he hates it when great ideas slip away from him. Henry explains that they're not ideas, but stories from a book he lost. Sitting down next to the young boy, the newcomer says it must be "one hell of a book". He asks what it's about, so Henry replies with "stuff", the newcomer sarcastically says it sounds exciting. Suspicious, Henry accuses the newcomer of being very interested in him and his book. He defends himself by saying he's being neighborly. Henry asks what he's doing in Storybrooke, so he says he's a writer. Henry points out that he can write anywhere, so asks what he's really doing here. The man whispers "stuff" into Henry's ear and then begins to leave the diner. As he walks away, he wishes Henry luck with the stories. Henry then continues with his work.

111 21
Emma gets cold feet.

Meanwhile, Sidney and Emma are looking through the files that they stole from Regina. "Blueprints, bank statements" Sidney says as he scans through them. Emma, who is looking at some interesting blueprint designs, wonders what Regina is building, thinking a mansion. Sidney says whatever it is, it doesn't matter because the bank statements have her name all over it. Emma looks at the files which clearly say "Regina Mills" on them. Sidney says she's done and they've got her, but a guilt ridden Emma leans back in her chair. Sidney asks what's wrong, so she explains they stooped to Regina's level, which is what she promised Henry she wouldn't do. "Emma, we got her!" he yells. "It's fruits of the poisonous tree, illegally obtained evidence, it'll get thrown out of court in a heartbeat" she grumbles. Sidney says they don't need her to go to jail, so Emma asks what they're doing. He reminds her that they're trying to expose Regina to the people of Storybrooke for who she really is. A reluctant Sidney pulls out a box to show Emma and he flips the lid off so she can look inside. Inside the box is dozens of photos, she takes out a few and looks at them, it's picture of her and Henry taken from afar. Sidney explains Regina made him follow them and tell her everything and she knew about her and Henry's secret place weeks ago so she waited to destroy it when it'd hurt her and Henry the most. "It's all my fault" he says. A saddened Emma is silent as she looks through the photos. "If you don't do this, I have to" he tells her. After a slight pause, Emma says "okay" before throwing the photos back into the box.

111 22
Regina isn't too happy about the accusations.

At the Town Hall, a meeting is being held by the Storybrooke City Council and Regina, the mayor, is in charge of it. She slams her gavel to gain everyone's attention and then she announces that the session of the Storybrooke City Council will come to order. She says they'll begin by reading the minutes of their last session, but before she has a chance, Sidney stands up from the audience, saying he has something he'd like to bring to the council's attention. "This is not an open form, Sidney. And no one on this council is interested in hearing the boozy complaints of a disgraced reporter" Regina growls. She tells him to sit down, but then Emma stands up from the audience, stating he isn't the only one with something to say. Regina sighs and then tells Emma the meeting is to face issues facing Storybrooke. "Like the mayor stealing thousands of dollars from the city to build herself a second home?" the sheriff snarls. The audience is astonished at this accusation and begin talking amongst themselves. However, Mr. Gold, who's also in the audience, just sits silently, observing. Regina hits her gavel to regain control. "Miss Swan you will sit down immediately or so help me" Regina demands before being cut off by Emma, who asks if she'll punish her. Holding the stolen files, Emma announces to the crowd that this is evidence of Regina building a home in the woods. She then explains that the "disgraced reporter" was fired because he stood up to the mayor and questioned her. Emma then tells Regina that she doesn't act in the best interest of the town, but she's a thug who only cares about herself. The crowd them looks at the mayor, awaiting response. She smiles and then tells Emma she is right. "I am building a house... a play house" she says as she stands up from her chair and switches the slide of the projector behind her, showing a design for a play house. Emma suddenly feels very embarrassed and stupid. Regina admits to taking city funds so she could build a place for her son and the other children to play. She explains to Emma that the sketch she's holding is inspired by a picture in her son's book. Emma is silent and frustratedly embarrassed, not making eye contact with Regina. Regina tells Emma she exposed her for who she really is "I hope you're satisfied" she adds. Sidney and Emma drop their heads in shame and Mr. Gold, in the audience, seems embarrassed for the two.

111 23
King Leopold suffers an untimely death.

In the fairytale land that was, the Genie is stood in King Leopold's chamber as the latter sleeps in his bed. The Genie stands at the end of the bed, holding the box containing the Agrabahn Vipers. He seems very reluctant about what he's about to do. "Forgive me" he whispers. He places the box at the end of the bed and then unlocks it, releasing the two venomous snakes. They both emerge their heads and then stare the the Genie, hissing at him, showing the venom pouring from their teeth. The Genie points his finger at the king, causing the snakes to turn around and look at the sleeping man. They slither out of the box and then slide underneath the king's quilt, approaching him. The Genie moves around to the side of the bed and waits. King Leopold slowly awakens from his sleep and is shocked to see the Genie stood by him. The snakes them emerge either side of the king's head and both clamp onto his neck, releasing their venom. As the venom takes its effect, the snakes make their escape. With a look of fear on his face, the Genie grabs the king's hand, assuring him that the pain will soon pass. The king's neck and face have turned a dark grey and purple from the venom and he slowly gasps for air. "You asked me to find the man who gave the mirror to your queen...I did. I am that man" the Genie confesses. The king is shocked. The Genie explains that Leopold gave him his freedom and a chance to find love, so he shall be forever in his debt, but he adds that he must now free the queen as he was freed. "Forgive me" he says sadly. The king continues to gasp for air and struggles to speak. The Genie turns away to leave, but the king grabs his hand. "You're right" he says before admitting he should have made the queen's wish. He then suddenly dies as the venom takes full effect on him. The Genie looks away from the king and stares slightly sadly into mid air.

Act VI

111 24
Regina warns Emma to leave her and Henry alone.

Back in Storybrooke, after the council meeting is over, Sidney and Emma walk away from the Town Hall. The latter stops turns around and sees Regina talking with some other members of the council. "Look at her, queen of the castle" Mr. Gold says, having suddenly approached them both. He tells Emma what she did in the meeting was commendable, but adds if she wants to take Regina down, she's going to need a strong ally. "Like yourself?" she asks, so he slightly nods his head modestly. She thanks him, but states she's still not interested. As Regina approaches the group, Mr. Gold says one can wish and then walks away. When Regina reaches them, she asks for a word alone, so Sidney walks away. She tells Emma she doesn't know what she was trying to achieve, but hopes she'll go back to her job, which is upholding the law, not breaking it. Emma plays innocent, so Regina explains she knows she broke into her office. Emma tells Regina she isn't innocent either as she messed with the breaks on her car. Regina scoffs at this accusation and calls Emma delusional. "Why would I kill you when you just saw I had nothing to hide?" she asks. Emma says there's nothing she can prove. Regina orders that until Emma has something more than disdain to throw her way, she will leave her and Henry alone. She tells Emma that she's lost the high ground and claims that she could easily get a restraining order from her. "You don't get to see my son unless I say so... And right now, I don't say so" Regina snarls. The mayor then walks away, leaving an upset and ashamed Emma.

111 25
Henry is sad that he cannot be with Emma.

Later on, in the woods, at the new playground that has been built for the children of Storybrooke, as all the children enjoy playing on it, Henry sees Emma parked on the road inside her car. He pulls out his walkie talkie and asks why she's so far away, telling her to come out. She sadly tells him that she can't today. Smiling, Henry guesses that Emma is undercover for Operation Cobra. However, she tells him she isn't and explains Regina doesn't want them seeing each other for a while. Henry says she doesn't have to listen to her, but Emma says she does because she screwed up. Henry seems very saddened by this news. Emma explains she got mad at Regina because of him and the book and then repeats that they're going to have to be apart for a while. Disappointed, he tells Emma that he doesn't want to be apart, she tells him she doesn't either but states that they have to. She then assures him that she'll find a way back in and then comfortingly says that if his book is out there, she'll find it. Sounding defeated, Henry wishes her luck, saying it's probably gone and never coming back. Emma then gives Henry a gloomy look before starting the car and driving away. He then watches wistfully as she drives away.

Meanwhile, in one of the rooms at Granny's Bed and Breakfast, a man places the box containing Henry's book onto a table. Using large bolt cutters, he breaks the lock that keeps the book inside safe. He then flips the box open, revealing the storybook named "Once Upon a Time". The man then takes the book out of the box and stares at it. The man holding the book is the mysterious newcomer in town who has been showing a lot of interest in Henry lately.

111 26
Emma and Sidney plan on trying again.

Over at Granny's Diner, Emma enters to find Sidney sat at the bar, drowning his sorrows with a pint of beer. She sits down beside him and tells him they must have had the same idea. "Well, if you can't beat her...drink" Sidney groans. Emma is then given a pint of beer too, just as Sidney takes a drink from his. After a long awkward silence, Sidney sighs and asks how they didn't see "this", but Emma tells him they did, right from the start, they just didn't want to "look". She says they were blinded by their anger, "by everything" she adds. Sidney says that's "this time". He then says there are a lot more skeletons in Regina's closet, and the good news is that she has herself an ally. They both look at each other and then clink their glasses as Emma says they won't be fooled again.

111 27
The Genie is given some bad news.

Back in the fairytale land that was, Regina is sat staring coldly into the mirror which the Genie gave to her. The latter then enters the room and she seems him via reflection pacing towards her, telling his "love" that "it is done" and she is free. Regina stays quiet and sadly places the mirror down. The Genie cheerfully asks if she heard him, stating their days of imprisonment are over. "You haven't heard the news?" Regina asks. The Genie stays quiet as he is confused. The queen explains that the guards found the snake and know it's from his country so they know it was him who killed the king. She tells him it's only a matter of time until they catch him "you will be executed" she says darkly. The Genie steps back, horrified. The queen apologizes and then says they'll never be together. She then stands up and tells the Genie she arranged for a boat to help him escape the kingdom. She readies a bag she had packed for him and says he must leave at once. The Genie is still in shock, but then a sudden sense of realization suddenly hits him. "The Agrabahn Viper..." he says slowly. Regina stops what she's doing and listens to the Genie. "Of all the snakes in all the world...that is what you chose" he says accusingly. "You wanted the murder to be traced back to me. You, you fooled me. You never loved me" he sadly says.

111 28
The Genie becomes a Magic Mirror.

Regina suddenly snaps out of her act and angrily turns around to the Genie. "Loved you? I wanted the king killed and you killed him, you are no longer of any use to me" she says evilly. She tells the Genie to be grateful she's offering him an escape. "Now flee the kingdom and never turn back" she demands. Deeply hurt and upset, the Genie slightly shakes his head and says he cannot live without her and he won't live without her. "Did you not understand me?!" she yells. "I do not love you, there is no way we will ever be together" she continues. The Genie says there is one way before reaching into his satchel, pulling out the golden lamp he had once resided in. He explains that one wish remains in the lamp. "I wish to be with you forever, to look upon your face always, to never leave your side" he wishes in front of a slightly terrified Regina. Suddenly, there is a puff of dark smoke and the Genie disappears. The lamp drops to the floor and then there is silence. A worried Regina looks around the room to find the Genie, but she stops when she hears his cries, sounding muffled by something. She notices them coming from the handheld mirror, so picks it up and sees the Genie, trapped inside, banging on the glass to escape. Shocked, she covers her mouth with her hand, but then snaps out of it and smiles. "Well, looks like you got your wish. You will be with me, forever" she grins at the trapped Genie, who has now become a Magic Mirror.

111 29
Still friends after all.

Back in Storybrooke, Sidney is stood in Regina's office staring into a mirror on her wall, emotionless. The mayor slowly steps behind him, smiling, and she tells him to have a seat. They both quietly sit down on a sofa in the office and then Regina takes a dark red apple from a bowl on a desk. As she looks at the apple, she begins to talk to Sidney, saying "Well?". He pulls out a tape recorder and plays a recording of him telling Emma she has an ally, and her saying they won't be fooled again. Regina chuckles, stating that Emma "bought it". "All of it" Sidney smiles. "Masterful job, Sidney, top to bottom" she says as she hands him the apple. She then tells him that cutting the brakes on her car inspired her. Sidney is happy with the mayor's approval. She points out that Emma now trusts him so they can have some fun. "Everything she does, everywhere she goes, you'll know about it" Sidney explains. Pleased, Regina smiles and then begins to stroke Sidney's leg, asking what she'd do without him. She then smiles evilly at him, and he smiles back before staring into her eyes with dead emotion.


111 Title Card


This episode was co-written by co-producers Ian Goldberg and Andrew Chambliss, making this both their second writing credit for the series.



This episode saw a increase from the previous episode, scoring a 3.5/9 among 18-49s and a 5.9/10 overall, with 10.91 million viewers tuning in.[1] It was also the most watched episode in eleven weeks.[2] In Canada, the episode finished in ninth place for the week with an estimated 1.58 million viewers.[3]


  • Reviews for the episode were mixed. Oliver Sava of The A.V. Club gave it a B, noting, "What sets this episode apart from the last 10 is that we finally get some real emotion and motivation from Regina. For someone that doesn’t want to be thought of as a villain, Regina is a raging bitch all of the time, but we finally see her softer side come out in the fairyback in an instance that isn’t patricide." He also praised recurring actor Giancarlo Esposito's performance, noting "Anyone who has watched the last three seasons of Breaking Bad knows what a remarkable actor Giancarlo Esposito is, so it’s not that big of a surprise that his first spotlight episode of Once Upon A Time is a highlight of the series."[4]
  • IGN columnist Amy Ratcliffe reviewed the episode far less favorably, rating it a "mediocre" 5/10 and noting that "the idea that the genie fell for another man's wife and tragically became the Mirror had a lot of potential, but was torpedoed by a script that was going through the motions."[5] Laura Prudom of The Huffington Post felt that her "main problem with this episode was that, by the end, we were right back to where we started narratively, with nothing having truly developed," a sentiment shared by Ratcliffe.[6]


Gallery of photographic stills released to promote the episode.

External links


  1. Sunday Final Ratings: 'Once Upon A Time,' 'Family Guy,' 'CSI: Miami' Adjusted Up; NFL 'Pro Bowl' Down vs. Last Season
  2. 'Once Upon a Time' ratings top Sunday
  3. Top Programs – Total Canada (English), January 23 – January 29, 2012
  4. Fruit of the Poisonous Tree
  5. Once Upon a Time: "Fruit of the Poisonous Tree" Review
  6. Once Upon a Time Recap: The Magic Mirror's Origins Revealed In 'Fruit Of The Poisonous Tree'
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