Nothing to Fear
Once Upon a Time in Wonderland 1x09
March 6, 2014
Running time
Production code
Flash sideways
Viewers (mil)
Centric characters
Centric character
Written by
Directed by
Also Starring
Special Guest Star
Special Guest Star(s)
Archive footage
Amir Arison - Sultan (younger)
Anthony Keyvan - Jafar (younger)

"Nothing to Fear" is the 9th episode of Once Upon a Time in Wonderland.


Will is released from the bottle by the Lizard, and she is given the opportunity to make her dreams come true with three wishes. Cyrus and a reluctant Alice partner with the Red Queen to find and rescue Will, but the royal beauty is captured by peasants who want payback for her cruel reign. Meanwhile, Jafar has taken over the Red Queen's castle, and learns of a fearful creature called the Jabberwocky, who he plans to ally himself with.


Previously in Wonderland...

Alice meets Cyrus and they fall in love. They go to the Boiling Ocean and the Red Queen pushes Cyrus off the cliff. ("Down the Rabbit Hole") Will rescues Alice from a mental asylum with news that Cyrus is alive. She convinces Will to come with her to Wonderland. ("Down the Rabbit Hole") Jafar and the Red Queen reveal they need Alice to use her wishes. ("Down the Rabbit Hole") Will and Anastasia, the Red Queen, confess their love to each other. ("Forget Me Not") The Red King announces Anastasia as his new queen, shocking Will. ("Heart of Stone") Cyrus breaks free from his cage and prison and he and Alice continue their quest to find one another. ("Heart of Stone") Alice meets Lizard, an old friend of Will. Liz hints that she likes Will to Alice. ("The Serpent") Alice is reunited with Cyrus, but they're interrupted when a storm sent by Jafar arrives. Ana explains that she no longer works with Jafar and she only did it to get back with Will. A lightning shock strikes towards Ana, but she deflects it with the bottle. It accidentally hits Will and the bottle rolls away. Will and Alice begin to die together, but Will uses his wish to end Alice's suffering. As a result of the wish, Alice is saved and Cyrus is released from the curse of being a genie. Will vanishes in Ana's arms. Will becomes the new genie. ("Home")


OW109 01
Lizard gets herself a genie.

We see the genie's bottle racing down the current of a river in Wonderland. Inside, Will struggle to stand as he's knocked about due to the current of the river. Eventually, the bottle comes to the end of the rapids and ends up washing onto the river bank. It comes to a sudden halt, so Will looks outside to see where he is. As he looks outside, a pair of bare feet approach the bottle and the person they belong to picks up the strange object. The person is Lizard, who is wearing a towel, clearly having just bathed. She unplugs the bottle, releasing a red smoke. Out from the smoke emerges Will, who is shocked to see his old friend. Lizard is overjoyed and hugs Will, almost losing her towel in the process. Will points out that he thought she was dead, so she points out that she thought he was stone. She then asks what he was doing in the bottle, so he tells her its a long story involving magic which he doesn't have time to explain. He then begins to walk away to find his way back, but Lizard follows him. She tells him to wait, which thrusts him back through the air. Confused, Lizard asks what happened, so Will puts his hands in his pocket and pulls out three wishes. He hands them to Lizard, stating they're hers, "Mistress mine, my will is thine. Tell me your wishes three" he says in an almost trance state. Once he snaps out of it, both he and Lizard are left confused. He tells her he thinks he's a genie, causing Liz to smile as she realizes that she's his master. Will is not amused.


Act I

OW109 02
An unlikely alliance is formed.

Alice is asleep inside her and Cyrus' hidden home. She awakens to find her lover waiting by her side and they both greet each other lovingly. Alice comments that she cannot tell what is real or a dream, but Cyrus assures her that she's awake. She strokes his face, proving that it's real. Smiling, she states that they're together and they did it. Cyrus comments that "she" did it before leaning in to kiss her. However, before their lips meet, they're interrupted by the Red Queen, who comments in disgust that they're even more insufferable together. A furious Alice grabs a sword and asks what she's doing with them, but Anastasia simply tells Alice not to threaten her. As she's about to use magic on her, Cyrus intervenes, stating that they can either work or perish together. Confused, Alice asks why they'd work with her. Cyrus points out to Ana that Alice doesn't remember, so she asks what is happening. Cyrus explains that they need to save Will. Confused, Alice wonders why. Ana makes a snide comment at Alice, so Cyrus tells her to stop. He then goes onto explain what happened with Will and the wish, the one which saved her life and gave him his freedom. Alice is pleased to here this news. Anastasia points out that magic always come with a price, so Alice understands this to mean Will has become the new genie. Ana points out that they have to save him, but Alice angrily tells her they don't need to do anything. Cyrus calms her down and tells Alice that the queen only wants to be with the one she loves - Will. Ana tells Alice that if she wants to find Will before Jafar does then she'll need all the help she can get. Cyrus adds that having magic on their side could prove to be useful. Alice thinks for a moment and finally agrees to work with the queen, stating that they need to find the bottle to save the knave before getting the hell out of Wonderland.

OW109 03
Jafar torments his father.

"The Red Queen's reign is over! I'm the master of Wonderland now!" Jafar yells triumphantly as he walks through the Red Queen's throne room. The sorcerer turns to his father, who is in his cage which is now on wheels, and asks if he's enjoying the view, stating he can now watch him sit on the throne he didn't think he deserved. The sultan states that a throne is made when the man who sits upon it is worthy, adding that Jafar is simply sitting on a large chair. As Jafar sits on the throne, he asks his father if he believe he was worthy, to which he replies "more so than you". Jafar points out that the sultan tried to murder his own son, causing his father to stand in his cage. "If only I had succeeded, the world would be a far better place" he says, snarling at his son. Jafar glares angrily at his father, but before he doesn't anything he'll regret, he orders his guards to remove him. Three of his guards proceed to push out the cage containing the sultan.

OW109 04
The Caterpillar tells Jafar of an ancient creature.

Shortly after the sultan has been removed, Jafar sits on his throne silently until footsteps are heard approaching him. The Caterpillar walks into the throne room, greeting Jafar is his majesty. Jafar points out that the insect is back, stating he better have some good news. The Caterpillar explains that his men spent the whole night searching but they had no luck, so they'll head out again after they've had some rest. Jafar is furious at the mention of rest, reminding the caterpillar that the third wish has been made so the genie is back in its bottle. He demands that the insect get more men or raise an army if he needs to, stating he needs the bottle before someone else finds it. The caterpillar says he's tried to get men, but adds that word has gotten out that working for Jafar shortens one's life expectancy. Jafar adds that failing him does too, telling the caterpillar that he has failed him spectacularly. He grabs his serpent staff and its eyes begin to glow red. He raises his arm, about to cast something on the caterpillar, but the insect stops him desperately, explaining that there may be another way to get what he wants. Jafar asks what it is, so the Caterpillar explains that there's an ancient creature that has been imprisoned for one hundred year and most people are afraid to even speak its name for fear it might return. A curious Jafar asks him to go on, so the insect explains that it is more powerful than any army and once you tell it what you want, nothing can stop it. Jafar leans close to the caterpillar and asks for a name, so the insect complies and tells him that it's called the Jabberwocky.

Act II

OW109 05
The search begins.

Alice is walking through the forest with Cyrus when she comes across a river as they look for Will's bottle. She points out that the bottle must have rolled into the river. Anastasia, who is slightly ahead searching the area, asks if they must walk directly in the mud. Alice snidely asks if the only thing the queen minds getting dirty is her hands. Anastasia tells Cyrus that he should teach Alice some manners before someone else does. Ignoring this comment, Alice theorizes that the bottle must have flowed downstream so if they follow the river then they'll find Will. The couple proceed to make their way down the stream of the river and they're closely followed by Anastasia, who almost slips in the mud as she starts to walk.

OW109 06
Alice wishes she and Cyrus had some alone time.

A short while later, Alice and Cyrus are walking together through the forest, closely followed by Anastasia. The ex-genie asks his girlfriend if she's all right, so she assures him that she is. He says he can't imagine what she went through to get back before asking how she did get back. Alice explains the the Rabbit and Will got her "out", but a confused Cyrus doesn't know what she means. She simply tells him from England, avoiding mentioning the asylum. She quickly changes the subject and asks how long he was Jafar's prisoner, stating she can only imagine how horrible it was. Cyrus is silent for a while and says they simply need to catch up at some point, adding that they won't always be so close to the Red Queen and they'll finally have some alone time. Alice understands this but points out that the queen is just so devious. As they turn to look back at Anastasia, they are shocked to see that she is gone. Cyrus points out that she was right behind them, infuriating Alice who is mad that she fell for the queen's tricks. Cyrus tries to defend the queen by saying that don't know what happened, but Alice is adamant that they do know. Cyrus asks if her plan would be to find the knave on her own, so Alice states that it's obvious she has...but is left asking why.

OW109 07
Lizard tries to win Will over.

"Why risk your life going back for Alice and Cyrus?" Lizard asks Will as they walk through a small village in Wonderland. She goes on to point out that Will reunited the couple so they probably left Wonderland already; he says she has a point. Liz tells Will that he's been through a lot and fulfilled his obligations so says he deserved a bit of "knave time"; he says he would like to catch his breath. Liz proposes a deal to Will; if he grants her first wish then she'll let him run off and do whatever he wants. He accepts the deal, but as Liz is about to make her first wish, Will stops her to inform her that she must be careful as there are rules. After thinking about the rules for a while, he finally remembers that you cannot wish for someone to love you. Liz decides to rethink the deal, as clearly she wanted to wish for that, so she asks Will for what he wants and he can have it. Will is very grateful for the offer, so Liz says its for old times sake. Will thinks for something to wish for, adding that he only wants something small as there are consequences with a big wish. After a short while of thinking, he finally decides that he'll want an ice cold beer...but at the last moment he shouts that he wants beers for everyone in the village. Everyone that is walking around him hears this and cheers thankfully at him.

OW109 08
Anastasia is taken prisoner.

Meanwhile, in another part of Wonderland, another group of peasants are cheering as they gather around something. "A diamond pen!" one of the villagers announces as he holds it up. He then looks down and holds up a ring, stating it looks like it has rubies in it, adding that it'll feed them for months. The villagers all seem pleased, but their faces turn serious when the ring leader asks what they're going to do with "her". We see a disorientated and captive Anastasia sat on the floor, asking where she is, "Who are you people?" she asks, confused. The ringleader seems offended that she called them "you people" and then becomes aggressive with her. Two peasants force Ana to stand, infuriating Ana, who asks if they know who she is. A woman angrily asks why she thinks they hijacked her. The ringleader confirms that they know who she is...or at least who she used to be, before Jafar threw her out of her palace. Anastasia says that she didn't get thrown out because she abandoned it, "Just like you abandoned us!" the peasant woman snarls. The mob of people begin to roar aggressively. The ringleader explains to Ana that she took their harvests, let terrifying creatures roam the lands and she's the reason that they're hungry and suffering, "And now you, 'darling'" he says in a mocking tone, "Will be the one to suffer" he threatens. Ana appears scared as he towers over her and the mob begins yelling again.

OW109 09
Jafar tries to bargain with a spineless man.

Inside the royal palace, a red box rests on a stone column. Jafar approaches it and carries it to another table before opening it to reveal Tweedledee's alive head. With slight sadness Jafar says that the Tweedle was of great use to him so it's a shame he didn't come out ahead. With this, he picks up the head and places it on the stone column. Tweedledee thanks Jafar as his new position is much more comfortable. Jafar asks where he can find the Jabberwocky, horrifying Tweedledee, who wonders why he wants to know. Jafar roars that he asks the questions and then asks again where he can find it. Tweedledee says he'd be more than happy to help...but not having a body would make it impossible. With that, Jafar swings his serpent staff at one of his guards who is walking past, decapitating him instantly, "Anything is possible, Tweedle" the sorcerer smiles. As the headless body stands there, Jafar asks Tweedle if he'd like to be able to walk again. He says he would, so Jafar asks for help and in return he'll be helped. A scared Tweedle recalls that it took five-hundred of Wonderland's greatest sorcerers to imprison the he begs that Jafar not do it. Jafar simply states that Tweeedledee's fear of facing the creature is what intrigues him so much. Jafar picks up Tweedle's head and begins to explain that there's something in Wonderland he wants...a genie, and he's become tired of hunting it, so with the threat of this creature he won't have to hunt any longer because everyone in Wonderland will want to bring it to him. As Jafar connects Tweedle's head to his new body, he states that Alice and her friends won't just be up against him...for they'll be up against everyone.


OW109 10
Lizard is glad she's making Will happy.

Back in the small village in Wonderland, the villagers cheer "knave" repeatedly as Will downs a beer, urging him to go on. Once he's downed the whole beer, they all celebrate together, high-fiving each other. Through the crowd, Will notices Lizard smiling at him, so he approaches her, stating that he can't remember the last time people were pleased to see him. He tells Liz he couldn't have done it without her and then asks what he next wish is, but she reminds him that he said to be careful. Clearly enjoying the moment, Will says they are being careful and asks if she sees any consequences because he doesn't. He tells Liz that she should wish for something she wants, but she simply tells him she's working on it. Will then looks back at the crowd and he states that he doesn't know what Cyrus was complaining about as being a genie is "bloody fantastic".

OW109 11
Cyrus and Alice use a bit of magic.

"We shouldn't be looking for the Red Queen, we should be looking for the knave! He's the one in danger!" Alice tells Cyrus as they walk through the forest. She tells the genie that the sooner they find Will, the sooner they can leave Wonderland and start their lives together. Cyrus questions if something happened to the queen, but Alice assures him that she went to get the bottle on her own. Cyrus is unsure and then looks around the area, to his surprise he sees broken branches and a torn piece of red cloth, signs of a struggle. Alice points out that there isn't a trail, but Cyrus says that doesn't mean there isn't one. He tells her to find some moss from the north side of a tree, so she does so, questioning what he's up to. He tells her he's doing a bit of magic as he finds a stone as white as moonlight and a feather. Once he is given the moss, he begins to enact a spell on the red piece of cloth. Soon enough, the cloth lifts magically into the air, shocking Alice, who asks what it's doing. He says it's looking for its owner and then they begin to follow it. As they follow it, a confused Alice points out that she thought Cyrus wasn't magic any more. He explains that he isn't and he just cast a simple location spell, something that anyone can learn. Alice wonders who taught him, so he explains that his mother did, adding that she taught all of "us". Alice wishes she could've met his family and Cyrus says he wishes she could too, but explains that they've been lost to him for a very long time. "Anyway, enough of what we've lost. Let's see what we can find" Cyrus tells Alice as they continue to follow the cloth.

OW109 12
Jafar fights his way inside the tower.

Up in the mountains of Wonderland, a man is stood guarding a bridge which leads to a tall metal tower with a circular shape at the top. Jafar approaches the guard by foot, asking if this is the location of the Jabberwocky. The guard tells Jafar to go back, as no good comes from this god forsaken place. Jafar explains that he’s the ruler of Wonderland now, so tells the man to step aside if he wants to live. The guard repeats that Jafar must go back, so the angry sorcerer uses his magic to lift the guard and throw him to the side. The guard gets to his feet and draws his axe, leading Jafar to ask if he’s really willing to die to protect the beast. The guard states that he isn't protecting the beast, but he’s protecting him. Jafar says he appreciates the concern before throwing the man onto the bridge with his magic. As he walks past the guard who is on the floor, he points out that he’s capable of taking care of himself. The guard lifts his head and tells Jafar that the only thing waiting inside the tower is death. Jafar says that he and death have already met, “Send him my regards” he finishes, snapping the guards neck with magic. The guard drops to the floor, dead, and Jafar makes his way inside.

OW109 13
Anastasia begs for her life.

Meanwhile, the Red Queen is being dragged through the forest by her peasant captors. As she’s dragged to a pole, she insists that she’s not the monster they think she is as she was once like them, adding that she knows what it’s like to be poor, desperate and angry. The ringleader questions why she didn't listen to their pleas for help, explaining that they constantly begged for protection against creatures who wanted their food. As he says this, another peasant begins lighting torches around the queen. The ringleader turns to his mob and states that they now finally have something to feed those creatures. They all begin to cheer and roar aggressively. Meanwhile, Alice and Cyrus are hidden in the bushes, having located Anastasia. Cyrus says that they can’t leave the queen, but Alice points out that they don’t even know what the mob is planning…although it doesn't look good. She points out to Cyrus that if they were the ones captured Ana wouldn't save them. Cyrus says she’s right, but reminds her that they’re not the queen.

OW109 14
Alice isn't leaving without her queen.

Back at the pole, Anastasia begs the mob to think about what they’re doing, because if they feed her to the creatures tonight they’ll be no better off tomorrow. She points out that if they hold her for ransom then the reward she’ll fetch will feed them for years to come. The ringleader asks who would pay to save her life, so Ana states that she’s the queen so surely somebody would. Not satisfied, the man asks specifically for a name. The queen thinks for a long while and then becomes heartbroken when she realizes that nobody would pay to save her. She closes her eyes sadly, accepting her fate, but suddenly, Cyrus yells out from behind the crowd that they'll pay. Cyrus admits that it's true that the queen has done terrible things, but reminds the mob that if they kill her tonight in cold blood then they’ll be no better than her. The suspicious ringleader asks how much they’ll pay or the queen, causing Cyrus and Alice to look at each other, as neither of them have money. Cyrus turns back to the man and explains that the offer was more of a metaphor. The peasant tells them to move along and leave them to their business, but Alice draws her sword and states that they’re not leaving without the queen. The man says that they’ll suffer the same fate as the queen before ordering the mob to attack. Alice and Cyrus ready their swords as the dozens of peasants charge at them.

OW109 15

Later that night, the Red Queen, who is still tied to the pole, tells Alice and Cyrus, who have also been tied up, that it was a nice try, adding that she should take this opportunity to say thank you. Alice asks what for, so Ana says that they’re the only people in Wonderland that cares if she lives or dies. Suddenly, loud monstrous howls are heard coming from the woods. Anastasia points out that they need to put out the torches around them as that’s what the creatures are drawn to. They attempt to reach with their feet, but are unable to knock them over. Ana tells them to try harder as the creatures slowly creep out of the bushes in the forest. The trio look in horror as they see the creatures emerge from the woods, growling viciously. Alice and Cyrus hold hands as the latter says she can’t believe that they've only been together for a day and it’s going to end like this. As the monsters approach them, Cyrus asks what they are. A scared Anastasia explains that they’re Mome Raths.

Act IV

OW109 16
The necklace saves the trio.

The trio continue to struggle in their binds, fearing for their lives as the Mome Raths creep closer towards the light. Cyrus manages to loosen his binds slightly so he's able to reach his leg further forward, knocking over the torches and putting out the flames. A terrified Anastasia comments that the Mome Raths are still coming even though the torches are nearly out. The queen and Cyrus simultaneously realize that it's the necklace which is attracting them as it glows a bright red. Alice manages to free her hand from the binds just in time and she pulls out the necklace which glows brightly. The Mome Raths almost reach the trio, so Anastasia demands her to throw it. She reluctantly does, causing the Mome Raths to turn and run after it. They're then able to break free from their binds and run away, however, Alice sadly watches as the necklace is chewed up by the creatures. Cyrus grabs her arm and tells her they have to go now. They all escape the area.

OW109 17
Will is oblivious to Lizard's feelings.

Back in the small village, Lizard sits inside a small house, looking out of the window as the celebration continues. Will enters the house so Liz asks if he's enjoying himself. He states that it's the best night of her life before asking why she's inside, alone. Liz looks at Will shyly, not knowing how to answer. Will approaches Liz, claiming to know what's happening. As he leans towards her, she slightly leans forward to kiss him, assuming that's what he's doing, but he instead moves his head towards the window and looks outside, stating that she fancies someone. Liz appears saddened that Will is clueless. Will asks for the man's name, but she teasingly says she'll never tell before walking away. Will reminds Liz that he helped Alice and Cyrus get back together so claims that he must know something about helping women in love get what they want. Liz points out that Will said he can't make anyone fall in love with her, but the genie explains that he can help in other ways, such as making him notice her.

OW109 18
Lizard gets a makeover.

Liz asks Will to say what makes him notice a girl, so he starts off by listing confidence. With this, Liz stands taller, acting more confident. He then continues by listing passion, spontaneity, being willing to explore new places, style, being able to wear a dress...and a naughty streak. He then says it all comes down to one thing; when he sees her it feels like fireworks are going off. "Fireworks?" Liz asks, curiously, so Will confirms, stating that without that then there's nothing. Liz states that she wants all of that as her second wish, so Will grant it, causing the once scruffy Liz to be suddenly wearing a beautiful white dress. Liz and Will simply look at each other for a moment as fireworks set off outside. Liz is overwhelmed with happiness, but when Will suggests going outside to show the boys what they've been missing, Liz says she'd rather stay inside. Will asks what she's so afraid of, so she explains that she's afraid the man she likes doesn't feel the same way about her. Will assures Liz that any man who turns her down would be an idiot. He then heads to the door, stating that if she won't go out then he'll bring the man to her. Liz stops him from leaving, so Will asks who the man is for a final time. Liz takes a deep breath, readying her nerves, and then finally reveals that its it's has been him. Will is left speechless.

OW109 19
Alice expresses her fears.

Meanwhile, Alice, Cyrus and Anastasia are walking through the forest together. Cyrus assures Alice that she made the right choice by sacrificing the necklace as they'd all be dead if she hadn't. A clearly upset Alice says it shouldn't matter as it was just an object. She goes on to say that this isn't how she expected their first day together to be, stating that she went through hell to find him and most days she thought she'd never see him again. She continues to say that now they're together she's afraid. Cyrus asks what she's afraid of, so she tells him she's afraid the battles will never end and there'll always be one more mission and one more thing preventing them from being alone together and from truly having their happy ending. With that, a quiet banging sound is heard, confusing Alice, who asks what it was. Anastasia explains that it's fireworks, adding that it doesn't make sense. When Cyrus questions why, Ana explains that it's one of the poorest villages in the kingdom and they can barely afford food so they definitely can't afford fireworks. Alice supposes that they could afford it if someone wished for it. "And if someone made a wish" Cyrus smiles, "Then we just found our genie" Anastasia finishes, smiling excitedly.

Act V

OW109 20
Jafar may have got more than he bargained for.

Inside the Jabberwocky's tower prison, Jafar makes his way up the spiral staircase which leads to the spherical prison at the top. Once he reaches the top, he casts a spell to set the top of his staff on fire, acting as a torch. He looks around the empty area, only to be met by the dead bodies of people who came here before him. "Why are you here?" an eerie voice asks Jafar, startling him. The sorcerer turns around, arming himself with his staff, but is confused to see nobody there. Realizing this is the Jabberwocky talking to him, he claims to know she has great power. She laughs. He tells the creature that there's something in Wonderland he wishes to find, but she tells him to listen to his silly words as he's jabbering. He announces that he's brought more than words as he's got the power to set her free. "Jabber, jabber, jabber" she says mockingly, "You're already so afraid. And I haven't even opened the door yet" her voice finishes. An angry Jafar asks what door she means, so she tells him the one inside his head. She goes on to explain that everyone has a door like this, a place where you keep all your most terrifying thoughts and gravest fears. Jafar confidently states that he's been around dark magic most of his life and then wishes her luck getting inside his head. The Jabberwocky laughs manically, assuring him that she's not afraid of getting inside his head...because she's already in there.

OW109 21
The group get close to finding Will.

Meanwhile, Anastasia, Alice and Cyrus emerge from the trees to a bank of a lake. They stand opposite the village in which music and fireworks are coming from and Cyrus comments that its very festive. Ana adds that if she knows Will, then he'll be in the center of it. Alice supposes that Will could be inside his bottle and his master might not be cooperative when they ask him to hand it over. Cyrus suggests splitting up to cover ground quicker, but Alice fears that Anastasia will find it first and run off. The queen says they'll all have to trust each other before making her way to the village. As she leaves, Alice tries to chase after her, but Cyrus stops her to kiss her. They kiss romantically under the fireworks for a short while and Alice is left speechless...but happy.

OW109 22
Cyrus proposes to Alice.

Cyrus says he understands how hard it was for Alice to part with the necklace, but adds that it was a symbol of their past and their lives from now on are about their future. Alice says she realizes this, but explains that through all the nights she spent away from him, the necklace was the only thing that made her feel connected to him. Cyrus says she'll need something else as he pulls out a ring from his pocket, stating that they were rudely interrupted at the Boiling Sea. Alice is overjoyed. Cyrus tells Alice he was about to answer a question and Alice adds that she said "yes" so quickly that he didn't have chance to make his speech. He explains what the speech would've been about but then finds himself speechless, as he doesn't know what to say to a woman who has traveled worlds and risked her life to save him. Alice begins to tear up as her true love bends down on one knee. He promises to love her through whatever situation they find themselves in and then finally asks her to marry him. An emotional Alice tells him yes, so the ex-genie puts the ring on her finger. As holds her hand comfortingly, she looks down and smiles as he assures her she won't have to be afraid any more. He then stands to his feet and they kiss under the fireworks once more.

OW109 23
Liz dies right before Will's eyes.

Back in the village, Will and Liz are sat awkwardly at opposite ends of the room. Will says he was right about the guy Liz liking being an idiot and then apologizes. A clearly upset Liz assures him that she's fine. Will assures Liz that he does like her, calling her a terrific mate who he's had amazing times with. However, Liz realizes that he doesn't love her. Will explains that it's not just that as he doesn't and can't love anyone...not any more. Liz stand up and explains that it doesn't have to be love before indirectly wishing that he'd just feel something for her. With that, a sudden gush of magic hits Liz, causing her to drop the bottle. Confused, she asks what's happening, so a panicking Will explains that she made her third wish and tells her to take it back. As she drops to the floor, Will lowers her before being sucked back into his bottle. As she slowly dies, Liz faintly calls out Will's name and repeats that she just wanted him to feel something for her. Inside the bottle, Will cries with sadness and horror as the young and beautiful girl dies before his very eyes. He cries to her that he's sorry before angrily kicking the bottle and then hiding his crying face in his arms.

Act VI

OW109 24
Anastasia finds Lizard.

The Red Queen is walking through the village that Will was celebrating in when she walks past a small house with an open door and she notices Lizard lying on the floor. She walks into the house and then rushes to the body, checking for a pulse. Once realizing Liz is dead, she closes her eyes using her hand and then sits there in shock, whispering "Oh dear". She then stands up and looks around the room before eventually seeing the bottle. She looks at both the bottle and Liz, realizing that Liz made a wish that killed her. She then continues to look at the bottle and she can't help but give a little smile as she knows her lover is inside.

OW109 25
Anastasia makes the right choice.

A short while later, Alice and Cyrus both meet up in the village, checking if either of them has found anything, but they haven't. Cyrus supposes that the Red Queen may have found them, so Alice asks if he really trusts the queen would bring it back. Cyrus gives a smile as he sees Anastasia approach the couple with the bottle, stating he does now. Alice is shocked to see the queen and asks where she found the bottle. Anastasia explains that Lizard had it, making Alice very suspicious and causing her to ask what she did to her. Ana claims to have done nothing as she was dead when she found her, however, Alice calls her a liar. Ana says that they can ask Will if they like, so Cyrus adds that this is a good idea and tells her to hand the bottle over. "As you wish" Ana says before "accidentally" rubbing her hand against it, giving a devious smile.

OW109 26
Mistress mine.

Smoke pours from the bottle and Will emerges, looking at Alice and Cyrus. "Oh thank God it's you" he sighs with relief. From behind, Ana explains that she's the master. "Mistress mine my will is thine. Tell me your wishes three" Will says instinctively, causing Ana to smile cheerfully. Alice tells the queen she did that on purpose and she'll pay for it. Ana shrugs off the angry comments from Alice and Cyrus and explains that they need to find the White Rabbit and get out of Wonderland before Jafar finds them. Will sarcastically says he'd rather take his chances with Jafar, but Ana explains that he won't any more because once he gets a hold of him he'll have all three genies. Cyrus asks what she means about "all three genies", so Ana says its exactly what she said, explaining that he already has the other two trapped in their bottles and when he gets the third one his power will become unstoppable. With a concerned look on his face, Cyrus asks Ana for a description of the bottles. She describes one as small and large and the other as an oil lamp. He storms away in frustration, so the confused queen asks why it matters. As he walks away, Alice stops him and asks what's wrong.

OW109 27
Cyrus tells Alice about his brothers.

The ex-genie explains that the other genies are his brothers; Alice is shocked. He explains that they were cursed into their bottles at the same time, adding that he spent one hundred years looking for them but eventually he assumed they were lost. Alice says that if Jafar has them then they'll stay and save them. Cyrus asks if she's sure, so she explains that "happily ever after" can't just be for them as it has to be for all of Wonderland. Will interrupts, explaining that he thinks this is where they part company. Alice asks why, so he explains that Ana probably won't stay around for any of that. The queen asks Will when he has ever known her to give up a fight, but he adds that she's always looked for the easy way out, and she'd do it no matter who it hurt. He explains that she has the three wishes now which is the "mother of all short cuts". Ana is silent for a moment before finally saying that they're staying. Will is shocked, so Ana begins to explain that she's been a terrible queen and the people deserve better than what she gave them, "So we are staying and we are fighting" she adds with a smile. She goes on to say that there is four of them and Jafar is on his own so he doesn't stand a chance.

OW109 28
The Jabberwocky is freed from her prison.

In the Jabberwocky's prison tower, Jafar stands and listens as the beast's voice tells him that she's decided to help him in exchange for her freedom. She says she'll help him find what he seeks, pleasing Jafar. He then asks how he can free her if he cannot see her. She gives out a little laugh and then tells him to look up. He does as he's told and sees the Jabberwocky pinned to a metal circle by a sword. Jafar uses his magic to remove the sword from her. One it comes out, she falls to the floor, landing in a very feline manner. She scratches her fingers around the floor and then begins cracking her back. Once done, she looks up at Jafar and lowly says "Thank you". She crouches around on the floor as she looks up at Jafar, examining him. When she stands she slowly walks towards him, stopping face to face with him. She tells him she is known as the Jabberwocky. Jafar introduces himself in return. She tells Jafar that before they begin she'd like to dispose of the blade. As she slowly tries to grab it from his hand, he moves it away, adding that it must be quite powerful to have kept her pinned up for all this time.

OW109 29
The Jabberwocky gets inside Jafar's head.

She confirms that it is, so he says he'll hold onto it. She gets a growling look on her face. She asks what he is afraid of, but he confidently states he's afraid of nothing. "Not even the feeling of water filling your lungs" she says mockingly. Jafar suddenly begins to get flashes in his head of when his father, the Sultan, tried to drown him. As she walks around Jafar, she adds by asking if he's scared of his father's hands holding him down. More flashes fill Jafar's head, causing him to gasp with fear. As the Jabberwocky continues to read the sorcerer's mind, she senses that he's scared of the feeling of helplessness and that he is powerless. Jafar becomes immensely vulnerable as he begins to choke on his fear of water. As he crouches forward, the Jabber crouches down in front of him, stating that he doesn't know what burns more...his father's betrayal or the lack of oxygen in his lungs. She gives him a vicious smile before finally releasing him from his fears. Once he's let go, he begins coughing as he catches his breath back. The Jabber turns to Jafar and says he was right about the blade, stating he should hold onto it as he's never sure when he might need it. She then begins to descend down the staircase in the tower, leaving a visibly shaken Jafar behind.


OW109 Title Card




This episode garnered 3.27 million viewers, showing a continued, yet fairly minute, drop in ratings despite this being the mid-season premiere.


This episode received positive reviews from critics.

  • Amy Ratcliffe of IGN started her review by saying, "Wonderland is back, and it comes with action, drama, and surprises. Not a bad return at all!" Her final verdict on the episode went as follows: "Overall, Wonderland made an entertaining return. The plot had some holes and the VFX was predictably awful, but there was still enough to tug at your heart and keep you engaged."[1]
  • Christine Orlando of TV Fanatic noted that the title of this episode was a misnomer, for there was plenty to fear throughout the hour, "To start off with, Will was now the genie in the bottle. As if that wasn't bad enough, he and his bottle were washed down the river. But at least he ended up in friendly hands." She complimented the introduction of the Jabberwocky, saying, "It only magnified that she is perhaps the one creature in all of Wonderland more powerful than him and that should keep things interesting."[2]


Gallery of photographic stills released to promote the episode.

External Links


  1. ONCE UPON A TIME IN WONDERLAND: "NOTHING TO FEAR" REVIEW, by Amy Ratcliffe, IGN (March 6, 2014)
  2. Once Upon a Time in Wonderland Review: An Unhappy Wish, by Christine Orlando, TV Fanatic (March 6, 2014)
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