Once Upon a Time 2x06
November 4, 2012
Running time
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"Tallahassee" is the 28th episode of Once Upon a Time.


With the hopes of finding a magical compass that could help her and Mary Margaret get back to Storybrooke, Emma takes a journey with a not-too-trustworthy Captain Hook up a treacherous beanstalk, in an attempt to steal the item from a murderous giant. Meanwhile, Emma's past is revealed to be anything but magical when she meets up with a fellow thief who wants to make an honest woman out of her.


Previously on Once Upon a Time...

On Captain Hook's ship, Rumplestiltskin cuts Killian's left hand off before telling him, "Killing me is going to take a lot more than that, dearie!", in a manic tone. ("The Crocodile") Killian Jones tells Emma and the princesses that his name is "Hook", "As in Captain Hook?", Emma asks. ("The Doctor") Emma uses her gun to set fire to the magical wardrobe in order to prevent Cora from getting to Storybrooke, Cora angrily sends out a fireball. ("Lady of the Lake") "We destroyed the wardrobe!", Emma exclaims, "We should probably start looking for a new portal back to Storybrooke.", Snow tells her. ("Lady of the Lake") Cora collects a flask of magic from the ashes of the wardrobe. ("Lady of the Lake") Hook leads the princesses through the forest and tells them that there is an enchanted compass that Cora seeks and that it resides at the top of the beanstalk ahead of them. He tells them that they should worry about the giant at the top. ("The Doctor") Regina talks to Emma about her past and asks her what she enjoyed so much about Tallahassee. ("The Price of Gold") Henry takes a bite out of Regina's poison apple turnover and collapses. ("An Apple Red as Blood") "I love you, Henry...", Emma tells her son who's lying in his hospital bed, she kisses him on the forehead, unleashing a wave of true love which breaks the curse. ("A Land Without Magic") A mysterious man walks into his apartment only to receive a postcard from the town of Storybrooke, Maine. ("Broken")


206 01
The princesses are faced with a stalk.

Emma, Snow, Mulan and Aurora are lead by Captain Hook, who has his hands tied up, to the foot of the beanstalk, they stop. The five of them take the time to look at the stalk in its entirety and see just how tall it really is. "It's a little freakier than I remember from the story.", Emma says before Mulan adds that it reminds her of death, Snow sarcastically tells her that that's encouraging. "Well, the compass awaits, shall we?", Hook asks, walking towards the stalk, Emma wonders why, if these beans create portals, why not just pick one and go home instead of seeking the compass, Hook informs her that there aren't any more beans and that whatever story she thinks she knows, she is most certainly wrong. Emma recollects that it was something about Jack and a cow and an evil giant and treasure and a golden goose or harp. Hook tells her that it sounds like a lovely tale but that the truth's a little more gruesome, explaining that the giants grew the beans but instead of using them for good, they used them to plunder all the lands and that Jack and his men fought in the war defeating all but one of the evil giants. He tells them that the beans were destroyed by the giants as they died, saying that if they couldn't have the power, no one could. Emma asks why people don't just go up the beanstalk and grow some more beans, "Because one giant survived, the evil and most terrible of them all. And we have to get past him to get to-", "The magic compass.", Snow finishes, "Indeed.", Hook confirms. The captain tells them that the treasure remains and that among it is the compass which will guide them back to Emma's land. He says that Cora has the means of opening a portal with the wardrobe ashes but can't find their land without the compass, he says that once they get it and steal the ashes from Cora, they'll be on their way. "How do we know you're not just using us to get the compass for Cora?", Mulan asks in suspicion. Hook tells her that the four of them are much more reliable company and that his allegiance lies to whoever can get him to the other side fastest, Emma says that they'd better start climbing. Hook halts this, mentioning that the giant enchanted the stalk with a spell to repel intruders, Emma wonders how they can get up there and Hook explains that he has a counter-spell from Cora, he then gestures for himself to be untied so that he may give it to them. Snow is hesitant but soon approaches Hook and angrily unties him without saying a word, he thanks her and winks before shedding his coverings and showing them a wrist band he's wearing, it glows with magic. He tells them that Cora gave him an extra so that she may accompany him, he then asks which one of the fair ladies shall do the honors. "Go on, fight it out, don't be afraid to really get into it.", he tells them, Emma rolls her eyes.

Portland, Oregon
11 years ago

206 02
Emma steals her famed yellow car.

In the modern day world that was, a young Emma Swan walks cautiously up to a yellow "bug" car in a back alley, checking her surroundings as she does so. She discretely slips a long strip of metal from her sleeve and into her hand, before shoving it down the locks, opening the car. The blonde steps inside and closes the door, placing her purse on the passenger seat before retrieving a screwdriver and a large rock from it. Emma places the screwdriver into the ignition and bashes on the end of it it with the rock multiple times, the engine soon starts and Emma drives the car out of the alley and onto the road. A man sits up in the back seat, startling Emma, "You could've just asked me for the keys.", he tells her, dangling them from his hand, a shocked Emma continues to drive.


Act I

206 03
Neal talks he and Emma out of trouble.

Emma is still driving her stolen bug down the road with the mystery man sitting in the back seat, he tells her to keep on driving. She reminds him that she just stole his car and that his life could be in danger, he ignores this and introduces himself as Neal Cassidy, however, Emma refuses to tell him her name. He tells her that she doesn't need to and that her messy little robbery is showing little progress. "Emma... Swan.", she tells him, he says that that's a good name. She asks Neal if he lives in the car or is just waiting for it to be stolen, "Why don't I tell you over drinks?", he offers, Emma is taken aback by this and Neal reminds her to keep her eyes on the road, the car speeds past a STOP sign. Emma tells Neal that she's not having drinks with him as he might be a pervert, he says that he might be a pervert, but she's definitely a car thief. "I told you, I'm sorry!", she exclaims, "You didn't, actually.", he points out. Police sirens are heard and Emma looks behind herself to see police cars gaining on her, Neal tells her that that's why he said "eyes on the road". Emma finds a clear spot and pulls over, the police stop behind her. Neal demands Emma's screwdriver, he quickly pulls it out of the ignition and puts the actual key in their place. A policeman walks over to Emma's window, which she winds down, he asks her for her license and registration. Just as the blonde begins to talk, Neal leans in behind her and begins to talk to the officer, apologizing for what's happened and lying that Emma's his girlfriend to whom he's teaching how to drive a stick. The officer mentions that she still has a lot to learn, "I know, but you know... women.", Neal says. Emma looks at him angrily but the officer let's the two of them off with a warning. Neal thanks the policeman as he walks back into the squad car, Neal himself steps out of the back seat and into the passenger seat of the bug. Emma asks him if he's some sort of misogynist and he snaps that she's welcome, telling her that they got lucky. Emma wonders what he means by that they both got lucky, "...this isn't your car, either, is it?", she asks, "I stole a stolen car.". He smiles, as does she, before driving away.

206 04
Hook gives Emma her counter-curse.

Back in the fairytale land that is, at the foot of the beanstalk, the four princesses are arguing over who should get to climb it with Hook. Mulan states that she should go as she's most equipped for the mission, asking how many wars Snow has fought through, Snow tells her that she's been through her share before Aurora exclaims that she, herself, believes it should be her to go. Mulan says that Aurora hasn't fought in battle, "This is about us getting home to our loved ones!", Snow exclaims, before wondering why Aurora would want to go, "Because I have no loved ones! If I fail, you can still go on.", Aurora points out. Emma emerges stating that she will go and she's not going to fail, Snow reminds her daughter that she's new here, "It's about getting back to Henry, I don't care what I have to face.", Emma explains to her mother who seems angry yet accepting of this. Emma asks if Snow's going to argue with her, Snow answers this with another question, asking her if it would do any good, Emma says that it would not. Emma asks Mulan if she has anything in her bag that will help her with the giant, Mulan suggests the hook to which the captain takes offense. Mulan takes Emma aside so that none of the others can hear them, the former pulls a sack from her bag and informs Emma that it's powder made from poppies and that the giant has to inhale it, Emma asks how strong it is and Mulan says that it's the most powerful powder in all the realms. Emma asks the warrior if she has anything strong enough to cut through the beanstalk, Mulan confirms it, "Give me ten hours, if I'm not back, you cut it down and keep going.", Emma instructs her, Mulan points out that Snow won't like that but Emma reminds her that that's not what she's asking - "If I don't come back, you get her home.", Emma states, Mulan nods. Hook alerts the ladies that in their world, they are slaves to time, and that theirs is running out, he asks them to get a move on, Emma takes the powder of poppies and walks over to Captain Hook, extending her wrist to him, she tells him to get on with it and he places her bare arm on his shoulder, telling her "that's a good girl". He places the counter curse wrist band upon Emma's wrist, telling her that it will repel the beanstalk's enchantment, but that there are other dangers. The captain gestures to his missing hand, "I can't climb one-handed, can I?", he asks them, Emma retrieves the hook from Mulan's satchel and hands it to Killian, "Don't think I'm taking my eyes off you for a second!", she exclaims as he accepts the hook, placing it where his left hand should be. He tells the girl that he would despair if she were to. The two of them approach the foot of the beanstalk and Emma receives an encouraging nod from her worried mother. Snow, Mulan and Aurora watch as Emma and Hook begin to climb the beanstalk, as they climb, the shot moves up the enormous stalk.

Act II

206 05
Hook reads Emma like a book.

A fair way up the beanstalk, Hook and Emma are climbing still, the captain looks down to the blonde, "First beanstalk?", he asks, "Well, you never forget your first.". He goes on to say that most men would take her silence as off-putting, but he finds it a challenge, Emma tells him that she's concentrating. Hook seems fixed on the idea that she's afraid to talk and to reveal herself, as well as cross him, saying that things would be a lot smoother if she did. Emma says that she has trouble trusting him and he puts this down to "the pirate thing". Hook goes on to tell her that he doesn't need her to share as she's something of an open book, "Am I?", she asks, "Quite.", he assures her before saying that she wanted to come up there because she was the most motivated, she wanted to get back to a child, Emma points out that that's not perception, it's eavesdropping, "You don't want to abandon him the way you were abandoned.", Hook says. Emma is surprised at this before he repeats to her that she's an open book, she asks him how he'd know that and Hook explains that he spent many years in Neverland, home of the Lost Boys, and they all shared the same look in their eyes: the look you get when you've been left alone. "Yeah, well, my world ain't Neverland.", she assures him, however, he tells her that an orphan's an orphan. As they climb a little more, Hook states that love has been all too rare in Emma's life and asks her if she's ever even been in love, "No,", Emma admits, "I have never been in love.". She continues to climb the stalk.

206 06
Emma fakes labor.

In Emma's history, she and Neal are rubbing her pregnant belly in a store, Neal says that he thinks the little guy's hungry and offers to buy him whatever he wants. Emma inspects a mini fridge and opens it as Neal goes over to the counter and unfolds a map, telling the shop owner that he and his "wife" are really lost. Emma takes some items and walks into the aisle. Neal asks some directions from the shop owner. "Do I look like a tour guide? Why don't you buy the map, and then I can help you.", the shop owner tells him, Neal agrees, taking some money from his pocket and placing it on the counter, the shop owner accepts it and now seems a lot more willing to help. As Neal is being told directions, he takes a key ring from the stand at the counter and slips it into his pocket right under the owner's nose. A guy enters the store behind Neal and sees him slip an Apollo bar into his pocket. Just as the guy is about to alert the owner, Emma stops him by grabbing her baby bump and screaming in pain, "I think... I think it's time!", she exclaims, running into the shop's main area, out of the aisle. As the guy continues to try and warn the shop owner about the robbery, Emma grabs him and yells that it hurts really bad and she's in a lot of pain. The shop owner offers services, such as calling an ambulance, and Neal soon grabs the screaming Emma before escorting her outside the store. "You know they were stealing?", the guy tells the shop owner.

206 07
Lovers who are as thick as thieves.

Emma and Neal are soon running around the corner, after Emma's well executed fake labor, and Neal gets into the car, Emma takes the bag from under her dress which was acting as her baby bump and hops into the passenger seat, both of them ecstatic. She throws him the bag before closing the door, he looks in it and tells her she got a great haul. She thanks him as she buckles up and Neal pulls out the key chain he robbed, saying that he got it for her. Emma is touched, "You like it?", he asks, hopefully, Emma smiles and says she does, accepting the key chain before kissing Neal to express her gratitude. Neal says that they have to go before driving the bug away from the store.

206 08

Later, elsewhere, Emma and Neal are parked outside of a motel, he puts his arm around her and smiles, "Twenty minutes to housekeeping.", he says.
The two thieves rush into their motel room and Emma unloads the haul she stole onto the bed as Neal shuts the door, taking off his jacket. He asks her if she wants a shower first but Emma is preoccupied by a Native American dream catcher left by the previous family - "They're supposed to keep all the nightmares out and only let the good dreams in to protect your home.", she explains to him. He suggests that they keep it, "Yeah, and hang it where, the car?", Emma asks jokingly, Neal says that that's not much of a home and suggests that maybe it's time they got a real place. Emma is stunned by this and Neal asks her why not, saying that they've been on the road long enough and that maybe it's time to retire the "Bonnie and Clyde act", asking her if she thinks it's about time. "Like where? Neverland?!", she snaps, he assures her that he's serious, saying they could do this. Neal spots a map of America on the dressing table and retrieves it, Emma laughs, "Where, I'll tell you where. Close your eyes and point. Whatever spot you pick... that's our home.", he instructs her, placing the map on the bed. Emma obliges, closing her eyes and pointing with her finger landing in the South-East area, "Tallahassee.", Emma announces, Neal tells her that she "got a winner", Emma is happy that they'll be near a beach and they decide that Tallahassee it is. "Are you sure this is what you really want?", Emma asks, "All I really want is you.", he assures her before they begin to kiss passionately.


206 09
Tick tock.

In the current fairytale land, at the foot of the beanstalk, Mulan marks a circle in the ground with a large twig, Aurora asks her what she's doing and Mulan explains that it keeps the time. She jams the twig into the center. Snow asks the warrior if she has somewhere to be, Mulan ignores this and says that they can mark watches, take turns sleeping, almost like they have to walk through the night again, she advises them to rest while they can. Snow offers to take the first shift and Aurora immediately states that she'll stand with her, Snow is confused at this but Mulan agrees, walking off to another section of the beanstalk's base, leaving Snow alone with Aurora. The former asks the latter when the last time she slept was, Aurora explains that she doesn't really sleep now, not since she's been through what she has. "Sleeping curse.", Snow states. "The one time I did sleep, I had horrible nightmares.", Aurora tells her, Snow informs her that it's a side affect, saying that the same thing happened to her. Aurora is surprised by this and Snow goes on to say that she had them for months and that Charming, her husband, used to wake her up and light a candle whenever he heard her crying out at night, saying it would capture the nightmares, she says that he'd watch over her as she fell back to sleep and Aurora mentions that it sounds like "Charming" really lives up to his name, Snow agrees. "Why don't you try to sleep? I'll watch over you. You'll be safe.", Snow promises, Aurora thanks her before walking away to sleep. Snow looks from the twig in the ground to the beanstalk.

206 10
"Rum, and I bloody wasted it..."

At the top of the beanstalk, at the giant's castle, Emma and Hook hop off the stalk and onto the enormous ruins. At seeing the awful state of the castle, Emma asks what happened there, Hook tells her that it happened in the final battle. He requests Emma's hand and she wonders why, staring at it, he mentions that it's cut and asks to help, she assures him that it's fine. He insists that it isn't and holds Emma's wrist, "So now you're gonna be a gentleman?", she asks, "Giants can smell blood.", he warns her. Hook retrieves a flask from his possessions and bites off the lid, he pours some of the contents on Emma's cut and she cries out in pain, asking him what it is, "It's rum, and I bloody wasted it.", he tells her, inspecting her cut before removing a scarf and wrapping it around the wound. Hook begins to run through his plan: wait for the giant to fall asleep, when he does, they sneak past him and into the cave where the treasures are and the compass lies. He finishes wrapping her wound and she asks him what they do then, "And then we run like hell.", he replies. Emma tells him that they don't have time to wait for a giant to fall asleep, saying that they must use the powder Mulan gave her to knock him out. He says it's riskier but Emma points out that it's not as risky as waiting for a giant to fall asleep when they need him to do so, he agrees. Hook mentions to Emma that she's a "tough lass" and would make a good pirate, he takes the powder and hands it to her, Emma notices the tattoo on his forearm as he hands the sack to her, she asks him who Milah is, as her name is written on his arm. Hook says that she's someone from long ago but Emma persists to ask who she is, "She's gone.", he tells her, walking away. At this, Emma realizes something, "Gold,", she says, "Rumplestiltskin. He took more than your hand from you, didn't he?", she asks, Hook stops, nodding, Emma realizes that that's why Hook wants Rumple dead. Hook points out that for someone who's never been in love, she's quite perceptive, "Maybe I was,", Emma says, "Once.".

206 11
Emma learns more of Neal's past.

In Emma's past, she is standing behind a tree in a park and emerges to Neal with a brown sack in her hand, telling him that she's got donuts and they've got jelly. He doesn't respond and she begins to walk with him, asking him what's wrong, he assures her that it's nothing but she stops him and turns to face him, asking him, again, what's wrong. Neal takes a piece of paper from his pocket and hands it to Emma, saying that it was on the wall at the Post Office, Emma looks at it to realize it's a WANTED poster, Neal voices that he wasn't aware they still make them. Emma, confused, asks him when it happened, Neal explains that there's a high-end jewelry place that he went to where the manager's a drunk who would forget to lock the cabinets containing expensive watches - "I resisted, twice, but... third time this guy was asking for them to get took!", Neal insists. He goes on to say that he grabbed a couple of cases of watches and he hopped on a train to Portland, he mentions that the store has insurance and that he stashed the watches in a locker at the train station, saying that they're still there so it's hardly stealing. Emma takes this to mean that he got away clean but he insists he didn't, telling her that the manager may have been a drunk but the security cameras were completely sober. "I thought this heat had died down, but it hasn't. I'm sorry, Tallahassee's out... I gotta go to Canada.", he tells her. Emma says that that's fine, mentioning that she likes maple syrup, but Neal tells her that he has to be alone, she asks him why. He starts to say what will happen if he gets caught and she's with him but she assures him that he's not going to get caught, he asks her how she can say that as crossing the border's not easy, she says they can get fake IDs and passports but he reminds her that they cost money and that they themselves have a stolen car. "We make it legit,", Emma suggests, "We take a pin number off another car.". He tries to say that he won;t have her in the seat next to him as he goes to jail but she has an idea - "What if I go and get the watches out of the locker? No one's looking for me. We can- We can fence them, and then we'll have the money, we can do whatever we want, we can go wherever we want, right?!", she points out, Neal laughs, "We can change our identities and go to Tallahassee.", she tells him reassuringly. He finds the irony in that she wants to steal the watches to help him get away with stealing the watches, she tells him that that is exactly what she wants to do. "I can't let you risk it.", "I love you.", she tells him, shutting him up. Neal tells the blonde that he loves her too, he asks her if she could really do it, she tells him she knows she can. They smile at each other, touching noses.

206 12
Emma uses the powder made from poppies to stun the giant.

In the fairytale land that is, at the entrance to the giant's castle, Hook picks up a large bone and looks up to Emma who is standing on the shoulder of a large statue of a soldier, he asks her if she's ready and she gives him the thumbs up, Hook then takes the bone and walks behind a giant shield, he bangs on the metal with the bone multiple times, making quite a racket as he does so. A growl is heard followed by several rumbles as the giant makes his way out of the large castle doors, Emma steadies herself against the head of the statue as the giant finally emerges from the doors, at seeing the size of him, Emma mutters, "Oh, damn it.", and the giant continues to look forward. "Oi! Hey! You big git!", Hook cries, making himself apparent to the giant, he taunts him with the idea of killing a human, calling himself the worst human around. Once the giant is good and distracted, Hook runs around to the foot of the statue, as the giant bends down to grab him, Emma throws the sack of powder in his face, making him growl and fall down, unconscious. Emma calls out for Hook who emerges from beneath the giant, telling Emma that he's out cold, "I don't mean to upset you, Emma, but I think we make quite the team.", he points out, Emma shrugs this off with the task at hand - "Let's go steal a compass.".

Act IV

206 13
Snow rushes to a sleeping beauty's aid.

The shot looks at the twig forming the clock at the foot of the beanstalk, Mulan stares at it, inspecting the shadow. Aurora begins to stir terribly in her sleep and Snow quickly rushes to her aid, waking her up and assuring the frightened princess that it was just a dream. Aurora states that it was horrible and Snow suggests that she tell her about it, Aurora stands up. "It was the same as last time,", she says, "I was in this room, this red room, and these bright, blood-red curtains, and... there was no windows or doors, so it didn't make sense and I couldn't get in or out, I was trapped! The curtains, they were on fire... it was horrible..". Aurora seems completely panicked so Snow holds her and assures her that it's okay. Aurora goes on to say that when she looked over into the other corner, in the shadows, there was someone else there, she says that she could just see his eyes and they were looking right at her, she becomes more panicked but Snow comforts her, reminding her that it's over now and that her nightmares will fade away. "Did they for you?", Aurora asks, Snow nods and goes to sit on a rock, telling Aurora that she'll be with her until she falls back asleep. Snow shrugs, "Who else do I have to take care of?", she points out, Aurora slowly approaches and kneels down, laying her head on Snow's lap as Snow herself looks upwards.

206 14
Hook familiarizes himself.

At the top of the beanstalk, Emma and Hook are walking through the giant's treasury, filled with various, enormous, valuable objects. Hook seems distracted by the treasure and picks up a coin to sniff it, Emma tells him that they should get to it, to the compass, and Hook asks her what her rush is. Emma asks the captain how long he thinks magic knock-out powder lasts, Hook admits he has no clue - "That's my rush.", Emma tells him. Hook says that she's right and walks ahead, saying that everything they need is right in front of them. Emma watches as Hook walks away, the shot moves around her head.

206 15
Emma stalks the lockers.

In Emma's past, she stands before a group of lockers in the train station and cautiously takes a key from her pocket, twiddling it around within her hand, Emma looks to the guards who seem more occupied with their chat than with her and so she approaches the locker containing the cases of watches that Neal stole years before. Emma places the key into the lock and opens the locker, she pulls out the bag inside which contains the cases and slips it out, closing the locker door after she does so. Emma discreetly walks out of the train station, the cases in her hand.

206 16
Hook thinks Emma is making a move and takes advantage.

Back in the giant's castle, amongst his treasure, Emma asks how they're supposed to find a compass there when there's so much, Hook tells her that they'll do so by looking, before suggesting she start searching. "I wonder how much treasure we could carry down the beanstalk?", Hook wonders, Emma glares at him, "In addition to the compass, of course.", he adds. Emma becomes shocked when they come across a skeleton on the floor with a sword in his hand, he's clearly been there a while, Hook tells her that it's the remains of Jack, the giant-killer. Emma notes how small the sword is if you compare it to the giant but Hook assures her that it packs quite a wallop when used. Hook steps backwards but Emma grabs him by the front of the shirt, pulling him towards her, Hook tells her that it's about time, thinking she's making a pass at him and holding her, however, Emma wriggles free of him before pointing out that he was about to walk through the tripwire, pointing up at the cage above, telling him that there's quite a big security system. Hook tells her that it's a nice excuse for grabbing her, but Emma stops him by saying they should just find the compass and go home. Hook points out the way, "After you.", Emma says, Hook then steps over the tripwire and Emma follows on.

206 17
Emma takes a watch for herself after Neal compliments it.

Back in time, Emma is running from the train station with the case of watches in her hand, she throws the bag into her and Neal's and hops in herself, Neal kisses her before she closes the door. Neal opens the case and Emma looks at the watches, she notes that there's not as many as she would have thought but Neal closes the lid, assuring her that they're really pricey and that that one case is easily worth $20,000. Emma is shocked by this and leans into Neal, "Tallahassee...", she whispers, they both smile. Neal tells her that he'll meet her at the fence and she'll bring the money, Emma agrees, he reminds her that it's at the parking structure by the tracks at 9 o'clock, sharp, and Emma nods. Neal places a watch upon his accomplice's wrist and she says that she supposes they're keeping that one, Neal asks her how they can not when it looks so good on her. The pair kiss, "Tallahassee, baby. We're almost home.", he tells her. Neal steps out of the car and walks away, Emma mutters, "Home.".

206 18
Enter August...

Neal is walking along the street at night with the bag containing the case of watches firmly at his side. A figure approaches Neal from behind and so the thief decides to quickly run down the adjacent alleyway, the figure behind him chases Neal. The two men continue to run but the alleyway ends at a fence, a dead end, after Neal runs over a car. Neal attempts to climb the fence but his chaser pulls him down to the floor, in a struggle, the man restrains him. Neal tells the man that he has the wrong guy, thinking that he's a police officer, but the man tells him that it's not like that. "You wanna protect Emma? Come with me.", the man tells Neal, lifting him to his feet, Neal asks him how he knows Emma, "The name's August,", the man reveals, we're able to see his face in the light, seeing clearly that the man is August W. Booth, "And it's a long story, but trust me, you wanna hear it.", he assures Neal.

Act V

206 19
What's in the box?

Neal and August are still in the alleyway, talking to one another, the former asks August, if he isn't a cop, who he is, telling him he has two minutes to explain. "Think of me as Emma's guardian angel.", August tells him, Neal replies by saying that it looks like August's been doing a pretty crap job. August explains that he's been searching for Emma for the past two years, and now he finally finds her, and she's robbing convenience stores with a dead-beat - "Tell me again who's doing the crap job?", August asks. Neal defends himself by saying he's the best thing to ever happen to her, asking August where he was the rest of Emma's life, August says that he's not perfect, the world is full of temptations and, as it turns out, he's not that great at saying "no", but he's there now. Neal asks him who he is again and August explains that he and Emma were in the same home as kids (see "The Stranger") and that he thought she would be safe inside the system, but now that she's out, she doesn't seem to be doing so well. August says that he had promised to take care of her but Neal says that he and her have been taking care of each other. "You love her. Good. That means you have to do right by her.", August points out, Neal tells him that that's what he's trying to do and so August tells Neal to leave her. "Never.", he says before August goes on to tell him that she has a destiny and that her current life is keeping her from fulfilling it. August asks Neal if he believes in magic, Neal doesn't answer, "I take it you do.", he says, August promises that Neal will too before walking away, saying that he has something to show him, something that will make him believe everything he just told him. Neal is led to a box sitting on August's motorcycle. August opens the box and Neal is skeptical before looking within it and being completely stunned by the contents, August closes the box and Neal tells him that he's now listening. "There is a curse and it needs to be broken, Emma is the key. I was tasked with keeping her on track and you, my friend, just got caught in the crossfire. Now, I'm gonna tell you a story, and at the end of it, you're gonna need to make a decision. Will you do you the right thing or not? So, are you ready?", August asks, Neal looks at him.

206 20
Emma is apparently betrayed.

At the parking structure where Emma is supposed to be meeting Neal for the fence, she stands there, checking her stolen watch. Emma takes out her cell phone and wanders a little forward, she tries to call someone but has no signal, "Looks like he set you up. Hands above your head, miss.", a police officer tells Emma, walking towards her with a gun pointed in her direction, Emma obliges, asking him why she needs to do so, "Possession of stolen goods. Left you holding.", the policeman tells her, Emma assures him that she has nothing but the policeman tells her that her boy took off and is probably in Canada by now. "He called in to tip, told us to look at the surveillance footage at the train station, Give me the watch...", he says, looking at Emma's raised wrists, "Now!", he cries, startling Emma. She slowly removes the watch and the policeman lowers his gun, taking out his handcuffs and walking towards Emma, asking her if she knows her rights. Emma says that she does and the policeman takes the watch from her and asks her to turn around, she obliges, being cuffed as she does so. The officer asks her where the rest of the watches are and Emma says, "Gone. They're not coming back.", clearly using the watches as a metaphor for Neal. Emma is taken away.

206 21
Someone's not happy...

Back over in the fairytale land that is, Emma and Hook are still amongst the giant's treasure. The former asks if the compass is just meant to be in there somewhere, Hook tells her that it allegedly is. Hook looks up at some treasure and asks Emma for a boost, Emma refuses as she thinks he's only asking so that she can't see what he's pocketing, she asks him for a boost. "I'll tell you something new, darling. It's called trust.", he tells her. Emma decides they do it side by side and fast, worried about the waking giant, however, as she says this, a sudden rumble comes from afar, the giant is awoken. The rumbles become louder and closer and treasure soon begins to fall from its neat piles, Hook tells Emma that she should get under something and the two of them begin to run, however, the giant has already arrived and gives one final jump down the stairs, shaking the entire treasury heavily. The giant sees them and runs for them, making more tremors, causing a pile of boulders to fall from the ceiling and land on top of Hook, Emma becomes unaware of his fate as the giant runs closer, she panics and stays completely still, looking up at the nearing giant, soon, it stands before her and moves its hand towards the blonde. The giant's hand advances on Emma, blocking the screen.

Act VI

Vancouver, Canada
Two months later

206 22
August and Neal meet once again...

August looks out on the ocean as a car pulls up on the road next to him, it's the yellow bug that Emma and Neal stole, only the latter steps out of it. August notes that it's been a while and asks Neal where he went, Neal walks closer to August before telling him that her tried to lose himself, but it didn't work. Neal requests to talk to August about Emma and August tells him that he hopes he's not trying to reach out, Neal explains that he feels as though if he knew that she was okay, he could move on. "Is she?", Neal asks, "She will be.", August assures him, he goes on to say that she got served eleven months. This takes a toll on Neal who states that it should be him who's doing that time, however, August reminds him that it's good. Neal asks how it's good and August informs the thief that it's a minimum security place in Phoenix, but he refuses to tell Neal which one. "She'll get out of there and she'll be fine. You keep your promise and steer clear of her, she can have a good life, She can do what she's supposed to do.", August tells him, Neal says that, because he can't be there for Emma, August must promise that he will be, "I promise.", August assures him. Neal asks August to do something for him, discreetly pulling a wad of cash from his pocket, he explains that he was able to fence the watches and got a clean pin number for the car, he requests that these things be given to Emma. August tells Neal that money's not what she needs, not for what's ahead for her, Neal simply requests again that August see that Emma gets it, August obliges, taking the cash and the car keys from Neal before Neal asks for one more thing, if anything changes and Emma does her job and is free - "I'll send you a postcard.", August promises Neal, (see "Broken") the former nods and walks away.

206 23
Emma is at risk of the giant's wrath.

In the giant's castle, Emma has been lifted by the giant and is being crushed within his palm, she cries out in pain. She tries to wriggle free but it's no use, she screams at the giant, telling him that she's not what he thinks. He tells her that she's a thief and she poisoned him so he's pretty sure she's exactly what he thinks. Emma exclaims that she needs a magic compass but the giant tightens his grip, telling the blonde that he doesn't care what she needs. "No, for my son! To save my son! Don't you have a family?!", Emma tries as she's squeezed harder, she smacks at the giant's thumb. He says that he doesn't have a family as the humans killed them all, he squeezes tighter and tighter and Emma attempts to cry out, her vision is seen to be becoming more blurry. Emma lifts her head and bites down hard on the giant's hand, he now cries out in pain and drops Emma, she falls onto his lap and rolls off, landing on his shoe before the floor. She stands up and begins to run, an enraged giant begins to chase her, causing earthquakes with every step he takes, knocking down mountains of treasure. Emma continues to run and proceeds to collect Jack's sword from her skeleton hand. Emma turns to face the giant, sword in hand, as it continues to walk towards her, at the right moment, Emma slices the sword through the air, chopping through the tripwire as she does so. The cage on the ceiling tumbles down, landing on the giant, trapping him beneath it. Emma runs over to his head and points a sword towards his eye, telling him he has a nice, efficient security system. Emma advances the sword and the giant becomes scared, Emma says that she can tell by his face that he knows what the sword is, supposing it's dipped in some sort of poison. "You have a compass. I need it.", Emma tells him, keeping the poisonous sword firmly aimed. The giant says that Emma will kill him either way and tells her that she may as well just go ahead and do it now. Emma points out that he doesn't know her but he mentions that he knows her kind, telling her that they massacred the giants and destroyed their beans.

206 24
Emma keeps the giant under threat.

Emma tells him that she heard it the other way, "That's because the victors get to tell the story.", he informs her. Emma lunges the sword towards him but doesn't touch him, he flinches and asks her to stop, throwing her the magic compass with his hand through the bottom of the contraption. Emma walks over to the compass and picks it up, the giant points out at that moment that he's not the bad guy. Emma walks back over to the giant's eye, compass in hand, she aims the sword for him once more before lowering it, "Maybe you are telling the truth. It doesn't really matter. Are there any more of you?", Emma asks, "No.", he tells her, "I'm alone.". Emma lowers her sword before noticing the giant's necklace sticking out of the cage, she asks if it's a bean, wondering if it could be used to make a portal, the giant tells her that it can't anymore, saying that it was destroyed with the rest of them and that he wears it to remind himself how awful humans are, how they're all killers. Emma is insulted and once again points the sword towards the giant's eye, "You're wrong.", she assures him, beginning to walk away. The giant roars and stands up, lifting the cage straight off of his back with ease, Emma is shocked and aims the sword upward at the giant, scared, however, as he reaches down, he takes a rock wedging a hole in the wall and throws it at a pile of treasure, causing it to collapse, the hole is seen to be a tunnel out. He tells her to go and she wonders why, "Because you could've killed me... and you didn't. You get one favor, now go, before I change my mind. Emma begins to walk into the tunnel but stops, she turns to the giant, telling him that she actually gets two favors, he is confused and she goes on to say that she could have killed him twice, both when he was in the cage and when she knocked him out with the powder made from poppies - she didn't though. The giant asks her what she wants. Emma smiles.

206 25
Emma enacts her deal, betraying Hook in the process.

Emma is soon pulling Hook from under the pile of boulders that had been crushing him and he tells her that she's brilliant. He requests to see the compass but Emma is hesitant but takes the object from her pocket and presents it to him, keeping her own grip. Hook describes it as more beautiful as legend, he goes to touch it but Emma withdraws it, placing it back into her pocket. Hook offers out his hand, saying they should go, however, when Emma takes his hand, she places a handcuff around it. He asks her what she's doing and she steps back, revealing Hook to be shackled to the wall. She begins to explain before he cuts in, asking her if he's told her a lie, pointing out that he's risked his own safety to help her, wondering why, with the compass in her hand, is she doing it now. "I can't take a chance that I'm wrong about you.", Emma explains, "I'm sorry.". "Sorry? You're sorry?! I got you here! I got you the compass!", he reminds her, fueled with rage. Emma points out that she got the compass, Hook is furious that Emma is planning to just leave him there and leave that "beast" to crush his bones, Emma tells him that the giant's not a beast and he's not going to die. "I just need a head start, that's all.", she tells him, Hook begins to call her name, pulling at his chain, Emma leaves, ignoring him.

206 26
Snow tackles Mulan for putting her daughter in danger.

At the bottom of the stalk, Mulan stares at the watch she made in the ground, realizing that it's been ten hours since Emma went up the beanstalk. She looks to Snow who's cradling a sleeping Aurora and walks towards the stalk, drawing her sword, Snow stands up, asking Mulan what she's doing. Mulan aims her sword at Snow, telling her to stay back as Emma gave her ten hours. Snow and Aurora tells her to stop, "You're just gonna leave her to die?!", Aurora exclaims. "It's been ten hours! She may already be dead.", Mulan points out, the girls try and stop the warrior but she swings her sword and takes a large slash at the beanstalk, and, as she's about to strike the stalk again, Snow cries out and runs towards her. She tackles Mulan, taking her to the floor and wrestling her. Aurora begs them to stop and Mulan gains the upper hand, flipping Snow so that she's no longer on top, Mulan tells Snow that it was Emma's wish but Snow ignores this, pushing against Mulan's face, flipping the distribution of the wrestle once more. "I don't care what you say! You do not put my daughter in danger!", Snow yells, bearing down on Mulan in utter rage. "Stop!", yells Emma, who leaps from the beanstalk. The fight ceases and Snow runs to her daughter, relieved at her safety. Snow asks if she's okay and Emma says that after multiple earthquakes and a jump from a beanstalk, she thinks her brain's still rattling around a little. Mulan says that she did what Emma ordered and nothing more than that, asking the blonde if she got the compass. Emma confirms it, showing them the object. Aurora asks the whereabouts of Hook and Emma tells her that he's detained and that they have ten hours before he follows them so they should probably get a move on. Snow pulls Emma aside, asking her if she really told Mulan to cut the stalk down, Emma confirms it, "We go back together! That is the only way! Do you understand?!", Snow asks, Emma nods, hugging her mother. "Good. Let's go get that dust from Cora.", Snow says, "Yeah, and go home.", Emma adds.

Minimum Security Corrections Facility
Phoenix, Arizona
11 years ago

206 27
Emma receives some... positive news.

Emma is sitting in her cell after having been "set up" by Neal, she is quiet on her bed. The prison guard enters her cell and tells her that she has mail, an envelope in her hand. She asks Emma if she knows anybody from Phuket, Emma shakes her head. The prison guard proceeds to open the envelope and takes out a set of car keys with the key chain Neal stole for her attached to it. "Nothing else, no letter, sorry, but... good news. You get a car when you get out... and a baby. Congratulations.", the guard tells her before leaving. Emma looks down at the pregnancy test in her hand, it shows a green cross, signifying it's positive and that Emma's pregnant.

206 28
Henry tells his grandfather all about his dream.

In the town of Storybrooke, Maine, Henry is asleep in his bed, he seems peaceful enough until he suddenly awakens with a scream, alerting his grandfather, Prince Charming, who comes running to his grandson's aid. Henry says that he just had the worse nightmare but Charming assures him that it's over now. The prince takes a box of matches from Henry's bedside table and lights the candle that sits upon it, telling Henry that it'll keep the nightmares away. Charming then asks his grandson what was so bad, Henry begins to explain his nightmare, "I was in this room, and... and it was red. And there were no doors, no windows, and these curtains... they were on fire. And... I was in this corner, and-and-and, I was looking out, and there was someone else there. She was staring at me through the flames and then I woke up and...", Henry says, in a panic, Charming tells him not to worry - "It was just a bad dream."


  • The title of this episode was revealed by executive producer and co-creator Adam Horowitz, via his Twitter account, on September 22, 2012, along with the title for episode 2.04 and 2.05.[1]



This outing would see another increase in the ratings, scoring a 3.5/8 among 18-49s with 10.15 million viewers tuning in, giving the series its best numbers since the second season premiere.


The episode received mixed reviews from critics.

  • Entertainment Weekly's Hilary Busis liked the episode, but had reservations over the inclusion of more characters and guest stars: "As much as it warms the cockles of my heart to see Jorge Garcia in something better than Alcatraz, I'd love if Once could cool it with the new characters for a few weeks. Sure, it's cool to see the show's universe grow richer -- but increased breadth can easily hamper increased depth, and at this point, I'd rather learn more about folks who have already been introduced (Cora, especially) than see even more fairy tales/nineteenth century novels/ancient Chinese legends/whatever get thrown into the mix. Well, unless the subjects of those additions are played by more Lost alumni. What will it take to get Josh Holloway on as Peter Pumpkineater, or something?"[2]
  • The Huffington Post's Laura Prudom gave it a good review: "After the last episode's hit-and-miss introduction to Frankenstein, this week's 'Once Upon a Time' felt like a breath of fresh, top-of-the-beanstalk air." Prudom also thought that this was the strongest episode of the second season so far.[3]
  • The A.V. Club gave this episode a D: "'Tallahassee' is the first big misstep of this show’s second season, with a flashback that tries too hard to be 'Lost' and fantasy sequences that are crippled by this show’s limited special effects. Once Upon A Time is not Lost. The latter succeeded because it was able to flesh out its characters and make them real people trapped in fantastic circumstances, but OUAT is the exact opposite, transplanting characters from fantasy to reality. The fairybacks serve the same purpose as Lost’s flashbacks/forwards/sideways, attempting to flesh out the human side of these characters, but the fairy tale environment actively works against that goal. Especially when this show loses sight of the limitations that a network television budget puts on storytelling. I don’t know if there have been any episodes that have been as negatively affected by this show’s lacking visuals as 'Tallahassee,' which features some incredibly sloppy green screen work."[4]
  • IGN's Amy Ratcliffe gave the episode a 7.0, stating that "this week's Once Upon a Time told a touching story and featured a terribly rendered giant," in reference to Emma's backstory and the episode's special effects.[5]


206 Title Card


Gallery of photographic stills released to promote the episode.

External links


  1. Adam Horowitz tweet.
  2. "'Once Upon a Time' recap: Locker, Stalk, and Two Smoking Hotties" from Entertainment Weekly (November 4, 2012)
  3. 'Once Upon A Time' Recap: A Trip To Emma's Past Gives Us Answers In 'Tallahassee' by Laura Prudom from The Huffington Post (November 4, 2012)
  4. "Tallahassee" S2 / E6 by Oliver Sava from The A.V. Club (November 4, 2012)
  5. ONCE UPON A TIME: "TALLAHASSEE" REVIEW by Amy Ratcliffe from IGN (November 5, 2012)
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