The Serpent
Once Upon a Time in Wonderland 1x04
November 7, 2013
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"The Serpent" is the 4th episode of Once Upon a Time in Wonderland.


When the Knave's life is in danger, Alice has to make the tough decision on whether to use one of her three precious wishes and what that would mean for her and Cyrus. Her new friendship with Lizard reveals some of the Knave's backstory, and Cyrus plots to escape. Meanwhile, Jafar's plan to kill the Knave puts the Red Queen in a difficult position as she grapples with her feelings for him and her desire to get what she wants. In a flashback, we explore Jafar's origins and find out what he truly wants from Cyrus.


No one believed Alice when she spoke of her adventures in Wonderland...

Alice is crouching beneath a giant magic mushroom, on top of which is the Caterpillar, in Wonderland. Later, Alice uses said mushroom to shrink herself in the Queen of Hearts' mazes, causing her to get swept aside and a guard runs past. ("Down the Rabbit Hole")

Of how she fell in love with a genie named Cyrus...

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

How the Red Queen tore them apart...

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

She was locked away in an asylum...

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

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

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

There are those who would try and stop her!

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

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

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

Previously in Wonderland...

Cyrus is seen holding the magic paper swan he wants to send to Alice. ("Trust Me") Then, Jafar and the Red Queen arrive at the house of the Grendel, after it's been ravaged by the Bandersnatch, and ask what happened there. The Grendel recounts that a Bandersnatch attacked his house, and he was killed by a young woman and a man she was with, whom she called "Knave". This sparks a reaction in the villains. ("Forget Me Not") Alice asks Will who Anastasia was, and he tells her that was a tale of heartbreak. ("Trust Me") We then see Will Scarlet, back in the Enchanted Forest, telling the woman he loves, Anastasia - none other than the Red Queen, that he loves her. She tells him she loves him back. ("Forget Me Not")


many years ago

OW104 01
A young man is captivated by the sight of a powerful sorceress.

We are treated to a panoramic view in motion of the arid land surrounding the kingdom of Agrabah. In it, its residents, people of brown skin, are seen going about their daily chores in a street market, working or shopping. A blacksmith is perfecting a metal instrument, and he then calls out for a "boy", telling him the fire he's working with is dying. He calls out for the boy again, and a young man shows up, bringing with him a basket with flammable material, and he starts to tell the blacksmith that there was no coal that day, so he had to resort to something else, but the man takes the basket from his hand, saying "No excuses!" Then, he angrily pushes the boy, who falls against some vases, and the man tells him he should throw the boy back in the gutter where he found him. The boy begs him not to, and the man picks up some object and throws it at where the boy is, hitting the vase next to him as he cowers. The man then tells him that maybe another night without food will remind him to be better prepared. The boy looks at him with horror in his eyes. Then, the blacksmith resumes his work, as the boy looks at him with a mixture of fear and contempt. Then, in the street, the people go about their affairs, and then they all suddenly start to run away, hide and/or cower in fear, due to the presence of a dark sorceress: Amara. The powerful witch is seen with a little basket, hoping to get whatever she needs from the fair. The young man in the blacksmith's office appears to be captivated by her, as he can't stop looking at her. The man calls out for him, telling him to turn away. Amara picks up some food supplies from a stand and then enchants up a coin which twirls on the stand, leaving it there as payment. The woman then notices the young man staring at her, ignoring his master's requests for him to turn away, or his warning that the witch will burn them where they stand. However, the young boy is unmoved. He keeps looking at the woman with fascination, and she acknowledges his presence too, and the fact that he is watching her. Their eyes lock. Then, the witch resumes her affairs, as the people cower while she passes them by, and the young man keeps looking at her.

OW104 02
The young man visits the witch.

That night, the young man is seen entering the property of the powerful witch. He knocks on her door after some hesitation, and she quickly answers it. She is surprised to see her visitor, and he gasps and apologizes for disturbing her. She remembers him from the market, saying he works there, which he confirms, and she asks what he is doing at her door. He starts to tell her what he wants, and she moves in towards him, scaring him into taking a few steps back, and telling him she's not asking what he wants, but rather why he'd disturb her, for he must know what she can do to him. The young man promptly tells her that death would be a kindness compared to the life he has ahead of him. Her attention is caught. He wants her to teach him. She's intrigued, and he explains that he wants her to teach him dark magic, so that one day people will fear him as they do her. She looks bored and annoyed and turns him down, before turning away, and he tries to convince her by saying he'll work for her, and do anything she wants. She turns back to him and tells him, with relative anger, that magic is not something one uses to fight off bullies. He starts to tell her that's not what he wants it for, and she asks him what it is then. He says he wants revenge. She asks on who, and he hesitates. She is further annoyed, and starts to tell him to go away, threateningly so, but he says, "The Sultan." She appears delighted somehow, amused. She asks him why someone like him would have any concern with the Sultan, and the boy tells her the Sultan is his father. She asks if this is true, further commenting that there is nothing more important between two people than honesty, and to her eyes he looks nothing like royalty. The boy says the Sultan abandoned him, and she wonders why he'd abandon his own flesh and blood, to which he recounts that, as the Sultan says, he is his "bastard". "I hate him with the fire of a thousand suns!" the boy says. "Finally," she says, delighted, "honesty." She then grabs his chin and asks him for his name, which he tells her: Jafar. She tells them that the following day they will begin to see what he can do. The boy is pleased.


Act I

OW104 03
Isn't she red?

The Red Queen's palace. Inside, the Tweedles are treating the Queen to some crimson jewelry, which she deems to be fabulous, with delight in her expression. A whooshing sound is heard, and Jafar makes himself appear before the royal beauty and her servants, and she tells him, with mockery, that there's a thing called the front door, and she should try it sometime. Jafar says that he thought keeping their meetings a secret would be more to her liking, for secrets seem to be a habit of hers. The Tweedles look to their master to see what her response is, and she tells them to be gone. They leave, and one of them, who has a smirk, passes by Jafar and they exchange a look. The dark wizard then tells the Queen, "There's nothing more important between two people than honesty, wouldn't you agree?" She asks what this is about, intrigued, and he wonders why she didn't tell him that Alice had brought a friend to Wonderland. She explains that the Knave of Hearts is nothing but an inconsequential detail, a lowly thief who is of very little concern to them. Jafar corrects her, reminding her that Will has caused a great deal of trouble, so his presence is actually of great concern to them. He asks again why she brought him there, and she explains that it wasn't quite as simple as sending Alice an invitation, otherwise Jafar would have done it himself; she needed someone that Alice trusted, and that someone happened to be the Knave, who served his purpose. Jafar comments that now his service is done, to which the Queen replies with a "Precisely", and Jafar responds that there's no issue then, and tells the Queen to eliminate the Knave, remove him from the playfield. He leaves, and she doesn't look too pleased.

OW104 04
In hiding.

Out on the woods, Alice and Will trek through the land as the latter tells the former that going after the Red Queen is a bad idea, to which Alice reminds him that the Queen stole Cyrus' bottle, so it stands to reason that she stole Cyrus as well. He puts himself in front of her as he asks if she is going to take on the entire Red Army by herself, to which she makes it clear that she will, if that's what it takes. He tells her there's a smarter way to do this: she has to play the hand she's been dealt, and she replies that she's seen his cards and they're quite lacking. He tells her this means it's the time to bluff: the White Rabbit has no idea they know he's working for the Queen, so they need to use that to their advantage, and fool him into telling them where Cyrus is. Alice suggests instead that they pick the Rabbit up by the feet and dangle him over a cliff until he tells them everything he knows. Will remarks that they need to work on her poker face. Then, their attention is caught by strange voices in the woods near them, and they both acknowledge hearing them. Alice gets them to duck, and says that someone is following them. Will says it is probably several someones, by the sound of things. They peer through the bushes and Alice asks him if he recognizes them. Will states that they work for the Caterpillar, and are collectors. Alice asks what their options are, and Will says that they could die or they could run. Alice answers that she doesn't particularly care for the first one. He agrees and asks whether they should go left or right, to which she says left and they promptly get up and run, and are immediately chased after by the collectors, who spot them. The two allies and their ensuing enemies run through the woods, and Will eventually uses the odd branches of a tree to knock some enemies down. Eventually, they hide in the trunk of a tree, and Will tells her that he's the one they want, so they should split up. Alice instead suggests that they stay and fight, but Will has the idea that she stay and he go. He then immediately gets up and shouts out for the collectors. Alice doesn't want him to do this, but he starts to say that he'll be fine because he knows the woods like the back of his hand, but he can't even finish his line because he trips and falls. He gets back up quickly, however, and makes a run for it, telling her he's fine and he'll meet her back in Tulgey. The collectors chase after the Knave, and a frustrated Alice holds her lover's heart pendant and starts to say, "It's okay, Cyrus. This is just a detour. I'll be with you soon."

OW104 05
Cyrus the beggar.

Elsewhere, in Jafar's refuge in the clouds, Cyrus is seen sitting inside his silver cage, looking pensative. A man is heard belching and groaning behind him, and Cyrus looks back at the drunken guard behind him, who has just finished eating. The genie calls for his attention to get some food, claiming that he hasn't eaten in days, and the guard tells him that he should have thought about that before he did what he did. Cyrus stands up, catching the attention of the old prisoner in the cage next to his, and says that he has made some terrible mistakes, but he's starving. He asks that the guard spare just a bone, just a little taste, and the guard stops eating and throws a chicken carcass at Cyrus, telling him to see if he can find a morsel out of that. The guard then leaves, and the old prisoner tells Cyrus that, in all the days they've been there together, he's never seen him grovel like that for anything, let alone food. Cyrus states that that's because he's not interested in food. He then holds something up for the old man to see, and he is confused to see that Cyrus wanted the bone. The genie claims that it's a wishbone, which prompts the old man to chuckle and resume his positioning, lying down, asking if Cyrus is going to wish himself out of that place. "Something like that," he says, before snapping the wishbone in two.

OW104 06
"Bloody hell..."

Will is seen still running, and he eventually stops and hides, albeit rather poorly. The collectors are heard, claiming that they must have missed him and splitting ways, but eventually they are heard being knocked down by an unseen presence. Will's attention is caught, and he tries to peek over his hideout spot to see what's happened. He comes out to see all the collectors lying on the ground, and wonders whether Alice was behind this. A familiar female voice behind him asks if he really thinks Alice could do this all by herself, and Will whispers to himself, "Bloody hell." Behind him is the Red Queen, who greets him, and Will looks back at his former lover.

Act II


OW104 07
Goats are so stupid.

Amara's property, distanced from the main population area, is seen in the daytime. In it, Jafar is treated to a fun anecdote about how his shepherd, Akil, ran into some problems trying to save Jafar's goat from a fall. As Jafar, now an adult man, sits down, the shepherd tells him about having been scrambling on a rockface trying to save the young goat, until it saw a shrub, no bigger than a chickpea, and had to eat it. The goat took one step, and fell down. As he tells the story, the shepherd imitates bleating. Jafar then comments, after chuckling quietly, that one can never underestimate the stupidity or the appetite of a goat. The shepherd agrees, and Jafar then thanks him for saving the male goat, even if it didn't deserve saving. He pats the goat's back as he gets up, and Akil points out that it is his job. Jafar gives the shepherd a pouch of wine, deeming it to be a reward for his good work, and Akil thanks him, and wishes that he may rest easy. Jafar then pats the man's arm and heads inside, leaving him to drink the wine. Indoors, he finds Amara, the witch who took him under her wing and still looks the same as she did that day, reading a book, her book of spells. Jafar moves in to have a look as well, but she closes it, telling him, "No, not yet." She puts it aside, and the man asks her when she is going to let him study the spells inside that book. "When you're ready," she says, "Which, as of now, you're not." She tells him it is however time for her to teach him the masking spell, which he's been so eager to learn. He reminds her that she said they couldn't, because it requires a human liver. Amara confirms that it does, but he's just gotten them one. Jafar is confused, and she explains that the wine he gave Akil was poisoned, so he'll be dead any moment now. Jafar gets up to look through the grated window as the shepherd outside begins to react to the poison he's ingested.

OW104 08

As the man gasps, Jafar tells his companion that Akil did nothing. Amara confirms this, calling the shepherd a fine man, with little to no care in her look. She then holds up a vial containing the antidote to the poison, stating that if he wishes so, Jafar can give it to him. He promptly takes the vial from her, but she stops him, saying that if he does they won't have the liver, and he won't be able to learn the spell. She then touches her snake pendant, hanging from around her neck and over her chest, and asks if he knows what it is. He knows it's a serpent, and she asks if he knows why she's surrounded herself with such creatures. A look around the house shows us that she has the animals everywhere, including drawings on the walls and a serpent skeleton. Jafar doesn't know, and she says it's because of their true essence, their most important quality: that when they need to, they shed their skin and are reborn; and that is what Jafar needs to do, according to her. "By letting an innocent die?" he asks. She gets up from the couch and says, "By showing me that you're willing to do whatever's necessary to get what you want. Are you?" Jafar looks at the man dying outside, and she goes on to ask him if he's still just the little boy who came to her door, full of anger but little else. Outside, Akil keeps gasping and moaning and getting worse. Inside, Jafar puts down the vial, and the man dies immediately afterwards. Amara is pleased. She says that now they know, and takes his hand, putting it over her snake pendant. She sighs with delight, and congratulates him, for he is reborn. She then caresses him, even though he looks hesitant, and they kiss. They then fall to the couch, together, as the camera focuses on a serpent decoration.

OW104 09
Space oddity?

In the present, in a seclusive space, Jafar is seen going through Amara's old book of spells. Tweedledee makes himself appear in a mirror next to him, calling out for him, and informs the dark wizard that the Red Queen has got the Knave of Hearts, and they're on their way back to the palace. Jafar says this is excellent, and the Tweedle asks if there is anything else he can do for him. Jafar denies this, saying that he shall take it from there. He then closes the book, and tells the Tweedle to remind him to reward his good work. The Tweedle says, "Of course," with unease in his look, and his image then disappears as Jafar walks away.

OW104 10
Starcrossed lovers reunite.

In the Red Queen's palace's dungeons, Will is locked up inside a cell, before the presence of the crimson royal herself. The jailer leaves them, and the Queen tells her former romantic companion that he should never have come back to Wonderland. She walks closer towards him and asks what his "girlfriend" Alice offered him that was enticing enough for him to overcome his survival instincts. Will says she's not his girlfriend, and comments sarcastically that he's clearly not attracted to nice, normal women. The Queen smirks, and asks him what he has been up to all these years, whether he's still been begging, borrowing and stealing. "Bloody hell," he says, before telling her that maybe she's fooled all those people into thinking she's some kind of Queen, but he knows who she really is... and he then addresses her as "Anastasia". She comments that he never did know when to stop fighting, and he asks how long she's going to keep him there. She turns her back and starts to walk away, but turns back around and taunts him, saying they can start with "forever" and work their way back from there. She then walks down the stairs and leaves him alone.

OW104 11
One can never have too many friends.

Elsewhere, a masked individual is seen exiting the mushroom that leads to the Caterpillar's hideout, and he looks as though he's drunk as he walks down the yellow brick road. He unknowingly passes by Alice, who is seen hiding behind a tree stump. She comes out, unsheathes her blade and starts to make her way towards the mushroom entrance, but she is stopped by a voice saying, "He's not in there." She turns around to find a woman with a scarf covering her mouth, and, whilst pointing the sword at her, asks who's not in there. The woman seems to acknowledge that Alice is looking for the Knave, and scoffs, saying he isn't there again. Alice asks how she knows this, and the woman removes the scarf from her mouth, revealing a very red cheek, and claims that if he was, she'd be inside collecting her reward. Alice realizes that she is one of those collectors that were chasing him, and points the sword at her. The woman claims that unfortunately she was not the one to catch him. Alice asks if someone did catch him, and the woman says she could tell her, but she has this thing where she can't be straight with people pointing swords at her. This said, Alice lowers her blade, and the young woman tells her that the Red Queen got him. Alice looks frustrated, and asks her if she's quite sure. The woman confirms this, saying she's got the bruises to prove it. "Well," Alice says, "I know what I have to do. Thank you, Miss..." "Elizabeth," her new acquaintance says, "But most people call me 'Lizard'." Alice says her name, and tells her to wish her luck as she starts to walk by. Lizard is confused, and asks if she's going after Will. Alice says she's going after the Queen. Lizard scoffs and tells her she can't go in there by herself, and Alice, slightly annoyed, wonders why everybody keeps telling her that. Lizard comments that maybe it's because it's true, and then says that she's coming with her. Alice is quite sure that she didn't ask her to, and the Lizard brushes this off, stating that the Knave owes her and dead men can't pay debts. This said, the two women go about their way.

OW104 12
Jafar throws a hissy fit.

The Red Queen is sitting in her main room, playing chess all by herself, when a whooshing sound is heard and Jafar makes himself appear again. He congratulates the Majesty, and she asks him what about, to which he responds that it's for such a quick capture of the Knave. She retorts that news travels fast, with slight annoyance, and he confirms that it does. He then leans his staff against a chair, and comments that he has to ask why the Knave is still breathing. "Pardon?" she says, and he shows knowledge that Will is locked in her dungeon, and he's curious as to why that is. The Queen, with a grin, reminds Jafar that he wanted Will "removed", and now he is. Jafar states, however, that Will is of no use locked away where no one can see him. She plays dumb and appears to take this to mean he wants her to put Will outside in the gallows, but the aggravated Jafar storms out that he wants Will's head put on the chopping block. He bangs her table with his hand and demands a public execution of the Knave, so everyone will see the price for helping Alice in Wonderland. The Queen, not pleased, asks the wizard if it has ever occurred to him that Will might be of more use to them alive than dead. "More use to us..." he says, "Or more use to you?" She asks him if he has something to say, and he asks her the same back. He reminds her that first she forgot to tell him that this Knave was helping Alice, and now she seems reluctant to kill him, which makes him wonder if perhaps there's a reason for her inaction. Jafar says it's time to find out if she's a woman who's prepared to do whatever it takes to get what she wants, or just a little girl with a stolen crown and nothing else. "Let me be clear this time: kill him." The Queen just looks at him, unable to say a word, as he picks up his staff, walks away and vanishes again.


OW104 13
Amara finally lets Jafar in on her guilty pleasure.

In a flashback, Amara has finally allowed Jafar to look through the pages of her book of spells. She tells him that the book contains all the world's wisdom about genies. Jafar inhales and exhales, and puts his hands around the book. Jafar wonders if this is what she's refused to share with him all along. He picks up the book and she tells him she had to wait until he was ready, which he is. She goes on to say that inside the pages of that book is a spell that only the power of the three genies will allow them to cast. A spell so powerful that even her, with all her magic, could not attempt alone. But now she has a partner... They kiss. Jafar turns through the pages, looking at genie bottles, and asks what kind of spell could be so difficult that it requires both of them. Amara that says it's one that, if they succeed, will make them the most powerful sorcerers the world has ever known: they will be able to change the very laws of magic, and once they do that, all they desire will be at their fingertips. Acknowledging that she wishes to share that with him, he appears to be moved, and caresses her face as he remarks that he doesn't know how he could ever repay her generosity. Amara states that she has waited many years to find someone worthy of this, just as he's waited years to seek his revenge, not only on his father who cast him out, but on all those who ever belittled or doubted him. Jafar recounts that no one has ever shown him such kindness, and she says that no one has ever loved him like she does. They kiss passionately, and the book falls to the floor, opened on a page that shows the lamp that contained the Genie of Agrabah...

...And in the present we are shown the exact same lamp, the real one that was depicted in the book, sitting inside a glassed case, along with another bottle that was shown in the book. Both receptacles are displayed on top of velvety read coasters, but a third coaster sits empty. It is saved for Cyrus' bottle.

OW104 14
No bones about it.

In the dungeon area, Cyrus is sharpening one half of the wishbone he broke. He pricks himself with it and bleeds. The old prisoner looks on at what he's doing, as Cyrus says, "Almost there..." An aggressive voice behind him asks what he's doing, and Cyrus looks back to see Orang on the strip. "Excuse me?" the genie says, and Orang forces him to show his hands. Cyrus claims not to understand, and Orang points out that he's holding something, he saw it. He demands to be shown the hands again, and Cyrus stands up on his cage, holding the hands up, open palms. Orang examines them, and sees nothing, but Cyrus has the half of the bone on the back of one of his hands, clutched in between the fingers, out of sight. Orang says, "Alright", and then turns the crank, which makes Cyrus' cage suddenly fall down a tad, causing him to lose balance and ultimately drop the bit of chicken bone, which falls right on the pathway where Orang stands. The beast of a man picks it up, and comments that it's sharp, and must have taken him a long time. He then holds the chicken bone over the pit below them and drops it. He is wickedly delighted by his own mean streak, and walks away chuckling, as Cyrus looks down.

OW104 15
Sob story.

Alice and the Lizard walk together as the former tells the latter that the Queen's palace is a trick place. Elizabeth claims to know this, for she pickpockets the Tweedles every six months or so. Alice wonders if she's never gotten caught, and the burglar tells her she learned from the best. Alice takes this to mean the Knave, which the collector confirms. Alice then believes that the Lizard isn't doing this for repayment of a financial debt, and her new ally takes off her hat and starts to say that she was on the streets, and the Knave took her in, gave her a place to sleep and taught her everything she knows. Alice mockingly says she's sorry to hear that, and the other young woman huffs and says she knows he can be difficult, but his heart is in the right place, thanks to Alice. Alice concludes that they were close friends, but then wonders if maybe they were romantically involved, which the Lizard denies before she can even finish talking. As she denies it, it becomes somewhat apparent that the girl might have unreciprocated feelings for the Knave. She claims she and him ran together, stealing, sometimes for the Caterpillar, and sometimes just for fun. Alice asks if they'd rob people for fun, and she tells her Will went through kind of a dark period after the whole "Anastasia" thing. Alice, somewhat annoyed and intrigued over the name having been brought up again, asks who that girl was, and the young robber says she never met Anastasia, but whoever she was, she completely wrecked him. She goes on to tell that everyone says Will left Wonderland because of his debts, but she doesn't think so; that place reminded him of her, and she thinks he just couldn't take it anymore. They resume walking.

OW104 16
Truth or dare.

The Red Queen is seen ascending the stairs in her dungeon area to go and meet her former lover, as the wind whistles. She walks slowly. He asks her what she is doing there, for he thought the whole point of her becoming queen was so that she never had to get her hands dirty again. She chuckles and moves towards his cell, claiming that she still gets her hands dirty, the only different is now she gets people to clean them off for her. He asks if she's just come to gloat, and remind herself that she did the right thing all those years ago, but she claims that isn't why. He asks why again, and she breathes unevenly. She informs him that in a few minutes the White Rabbit will be there with instructions to take him out of Wonderland, back to where he was found. "Will he now?", an unconvinced Will says. Anastasia tells him she's serious, but he asks her if this is the part where she gets to catch him escaping, giving her an excuse to kill him. The Queen tells him, with frustration, that she doesn't need an excuse to kill him, she needs an excuse not to kill him, for she is involved with people who want him dead. Will asks since when does she do what anyone tells her, and she tells him he doesn't understand: she's trying to make it up to him. Will tells her he doesn't need her pity, addressing her as "Ana", and she says he does, because without her pity he won't have a lot of things, including his head. He insists that he isn't going, even when the Rabbit gets there, and she tells him not to be a fool. He says that if he is a fool, it's only because she made him one. He calls her a terrible person who does terrible things to people, but adds that there is one thing even she won't do. She asks what that is, looking aggravated, and he tells her, "Kill me." He then dares her to kill him, because he doesn't think she's got it in her. The Queen tells him, with a bitter certainty, that he should know better than anyone that the surest way to make her do something is to tell her that she can't. Will stands up and walks up to her, telling her right to her face, "You can't." They lock looks for a few seconds before she turns around and walks away, quickly this time. Will sits back down.

OW104 17
People on the streets.

Alice and the Lizard keep walking and reach a conglomerate of people gathered around a public announcement. She asks a villager what is going on, and the man cheerily informs her that there's going to be an execution. The two traveling companions are quite alarmed. The man walks off and they make their way to the group of people. Alice wants to make way through them, but they won't make notice of her, until she unsheathes her sword and informs them that she has a blade. The people gasp and part ways to let her through, and Alice is shocked to see what the announcement is about. Elizabeth asks her what it says, and Alice says that they're executing the Knave. Before her, several wanted posters featuring the Knave's face that had been previously seen now have a small attachment banner saying "Public execution today!"

Act IV

OW104 18
Yay beheadings!

People are seen cheering and clapping enthusiastically at a space in the Red Queen's castle, waiting for the execution to take place. A large platform is seen before them, with a catapult next to it. Alice and the Lizard enter the area. The former asks what the catapult is for. On the stage, an executioner swings an axe at a watermelon and slices it in half. One half of the watermelon slides down a drain and into the catapult, as Elizabeth tells Alice that if one catches the head, they get a free dinner. The catapult is set off and the fruit half flies over the walls of the property. The people cheer and applause even further. A man is heard saying that was a beauty. "Still barbaric as ever," Alice says. Trumpet fanfare is heard, and the beautiful Red Queen makes herself appear in a balcony over the platform, smiling at her people, while Tweedledum makes a pose by her side. Alice says they have to save Will, and Liz wonders if she has an idea, because this is looking bleak. Alice looks at the executioner and says that she does, as a matter of fact. Liz gives her a look, and Tweedledee is then seen spying on them, and walking away. Jafar makes himself appear on the balcony, and notices the Queen's sullen look. He asks her where her smile is, the one that loves a good beheading. The Queen looks at him with a smile and tells him it's right there. He picks up on her tone and asks her if there is anything wrong, to which she says, "No, just your constantly interfering with my affairs." He says that he thinks it's her affairs that are interfering with him. She tells him that if he has something to say, he should spit it out. However, Jafar doesn't answer and Tweedledee shows up behind them and informs them that Alice is there, in the courtyard. The Queen starts to tell him to have the guards seize her, for they don't need her ruining things, but Jafar forbids this, telling the Tweedle to just keep an eye on her, because it's time for them to see how far she's willing to go to get what she wants. The Queen looks concerned, but Jafar is excited...

OW104 19
Jafar throws another fit.

In a flashback, Jafar enters a tavern, and the owner, Gerard, tells him they're closed. Jafar takes a look around and says that he's not there for a drink. The man tells him that if it's women he seeks, that's upstairs. Sounds of women laughing faintly are heard coming from the upstairs floor. Jafar goes straight to the point, saying he wants the genie in Gerard's possession. Gerard chuckles and starts to say that he doesn't have a genie, but Jafar tells him not to bother denying it, because rumors travel great distances when magic is involved. Gerard shows his sympathy for Jafar having traveled so far for nothing, but he is not ready to pass on the bottle; he still has one more wish to make, he's saving it for just the right thing and he's in no hurry. Jafar states that he is, and uses his magical powers to lock the door shut. Gerard is surprised and intimidated and asks him who he is. Jafar claims to be the last person the bartender will ever see unless he gives the wizard what he wants. Jafar takes out a small knife from his garment and claims that he will be leaving with the genie, the question is whether the bartender will be leaving at all. The man places both hands on the counter, grinning as he says that if Jafar is so interested in genies, he knows he can't kill him then, for the only way for him to become the genie's new master is for him to make all his wishes. Jafar promptly stabs the man's left hand with the knife, causing him to groan in pain. The man uses his other hand to try and remove the other one from Jafar's grip, but Jafar pins his right hand down, takes out the knife from the left hand and stabs the right one too. The man shouts and then gasps, and Jafar tells him he's right, he can't kill him, but he can inflict so much pain no wish will ever seem worth it. The bartender grunts with pain, and then makes his third and final wish: that Jafar can do him no harm. Immediately after these words are uttered, the doors to a cabinet behind him open up and an orange smoke enters a bottle in them: the genie's returned to his bottle. The knife and the wounds on the man's hands disappear. The man recuperates, and Jafar tells him that, as wishes go, that's one of the wiser ones he's heard. Jafar moves to collect the bottle from the cabinet, and as he prepares to leave the bartender tells him, "Go back to the gutter, you bastard." Jafar stops, as the man wipes the blood off his hands, and asks what he said. The man tells him, with a smug look, that he heard him. Jafar states that perhaps he did, but he'd like to hear him say it again. Gerard asks him if he forgot about his wish: Jafar can't hurt him anymore. "True," the wizard says, "But she can." With this, he unlocks the door using his magic and it is opened to reveal Amara coming in and caressing Jafar, much to the man's surprise, confusion and fright. The man begs her not to kill him, and Amara tells him, with a wicked delight, that she thinks he will find there are far worse things than death. This said, she quickly envelops the man in a cloud of dark gray smoke, and Jafar goes on to pour them both a drink. Amara tells him they are now one bottle away. They make a cheer to themselves.

OW104 20
We're like two birds, we'll only fly away...

The Red Queen and Jafar look down from the balcony at the former's subdits, who eagerly anticipate the upcoming beheading show. A male voice is heard shouting, "Bring on the Knave!" Will Scarlet, the Knave of Hearts, comes out of the castle with his hands tied, escorted by red knights. He is walked up to the platform as the people boo him and shout at them to kill the Knave. A man is heard saying he deserves to die. Will is placed in the position to be beheaded but before that he looks at his former lover, Anastasia, who can't look back at him. He is put on his knees and asked to be still. He notices the chopping block and the drain smeared with remains of watermelons, and asks if they ever clean those things. His head is put in position, and the Knave looks beat. A large axe, belonging to the executioner, is seen approaching. Jafar and the Queen exchange a look. The masked executioner appears onstage and the red knights holding Will let go of him. The executioner lifts the axe, and Anastasia looks away. The executioner then swings his weapon... and cuts the ropes from Will's hands. He is freed, much to the confusion and disappointment of the audience. The masked individual then knocks the red knights out of the way using the axe and removes the mask to reveal it's Alice after all. "Bloody hell," Will says, with a large grin. Jafar and the Queen are surprised. The real executioner, who's clearly been attacked and disrobed, appears from the inside of castle and shouts at the knights to stop them, for they're trying to escape. Will and Alice make their way to the catapult, and Will kicks the lever, sending them flying over the wall, as the crowd gasps.

Act V

OW104 21

Shortly after making their grand escape, Alice and Will are seen making a run for it, but apparently losing themselves in the maze gardens. They make a stop to regain their breath, and Will tells his companion that he thought he was bollixed. Alice tells him that if the executioner had been six inches taller, Will would have been indeed. He then wonders how they get out of there, and a hand grabs his shoulder. The Lizard tells them to follow her, and Alice brings up the fact that she knocked the executioner out cold. Will asks them what they were thinking, for they both could have been killed, and Alice tells him a simple "thank you" would suffice. He thanks them both, and Liz looks awkward. They hear the red knights in their pursuit, and Elizabeth tells them they have company and they better go. The three of them resume running with the knights looking for them, and they find themselves making their way to a central garden, only to witness Jafar descending upon them on his magic carpet. He says "Hello, Alice", and the Lizard asks who that is. Alice responds that she'll tell her later, and starts to say that they need to get out of there, but as she turns around the Red Queen and her Tweedles show up and block the way, along with four red knights. "Leaving so soon?" she says, before grinning, and the Lizard says she'll distract them, and the two of them should run. She promptly unsheathes a small blade and throws it at Jafar, who dematerializes it in the air and then sends the young woman flying in the air. She is knocked unconscious when her body hits the ground, and Jafar starts to introduce himself to Alice, but she turns to him with aggressiveness and claims to know who he is, addressing him by his name. She says Cyrus has told her all about him, and Jafar deems this to be interesting, and adds that it seems he's learned a bit about her that day as well. She asks what that was, and he tells her he know she's willing to do anything for a friend. He calls this quite touching, and then goes on to magically choke the Knave.

OW104 22
Hang 'em high!

The Queen seems to take some pleasure in this, and Jafar lifts the Knave up in the air, hanging him through magic, and Alice orders him to stop it, for Will has done nothing. Will keeps making choking noises and Alice looks disheartened and begs Jafar to stop, as the Queen looks on anxiously. "You don't have to beg, Alice," Jafar tells her, "Just wish." Will uses whatever breath he can get to call out for the Queen by her name... Anastasia. Alice hears this and notices the look on the Queen's face, and finally puts two and two together. The relatively distraught Queen tells Alice to just make a wish, and Alice does: "I wish if the Knave of Hearts dies... then I die!" Jafar is caught off-guard. Elsewhere, in his dungeon, Cyrus realizes that Alice has made her first wish, and is concerned over her. Jafar then releases his magical grip on the Knave, who falls back down to the ground, and Alice rushes over to check on him. He appears to be unconscious. The Queen giggles softly. "Well played, Alice, well played," Jafar tells the young hero, "That's one wish down and two to go." Alice gets back up and tells the dark wizard, to his amusement, that he'll have to kill her first... "Oh, wait," she adds, "You can't now, can you?" Jafar confirms this, for he needs her alive to make her wishes. She smiles. "But I don't need you whole," he adds. Her smile disappears and he points his closed fist at her, causing her to be lifted in the air just as the Knave regains consciousness and calls out for her weakly. Jafar opens his palm and Alice's members are stretched in the air, as though they are being pulled as a form of torture. Her limbs are heard cracking and she starts to sob, gasp and grunt with enormous pain. Jafar tells her that all she has to do is wish for him to stop, and the pain will go away. Will tries to get back up, but is having a hard time doing so. Jafar taunts Alice further, telling her that such sweet relief could be hers for the bargain price of a few words. Alice tells him with determination that she will never put Cyrus at his mercy. Jafar asks if she is sure about that, and her members are pulled outwards even more. The Queen looks on with anxiety. Alice tells the villain that he will have to kill her, because she will never, ever wish for him. Jafar makes the torture more intense, and she keeps grunting with pain, but he then realizes this is all in vain, and lets go of her. She falls on her knees. The Knave asks her if she's alright; she exhales and confirms this. They try to recompose themselves as he tells her to get out of there with him while they still can. Jafar stops them, however, saying, "While it's true I might not be kill either of you, I think you'll find, Alice, there are worse things than death." He then moves his staff in the direction of the Knave and he is enveloped in a cloud of dark gray smoke. As this happens, he tells Alice he can't move and asks what is happening. Alice begs the Queen to make Jafar stop, and Jafar notices the look of concern on the Queen's face as she watches Will turn into a stone statue. Alice looks tearfully at him. Jafar tells the Majesty that she was right, Will was more useful to them alive than dead. "So you won't use your wishes to help yourself, Alice?" he says, "Then I will keep destroying all the things you care about, hurting all the people you love... until you have no other choice. Because you have a weakness, Alice. I've seen it today. You have a heart. And trust me, I shall exploit it." He then flies away on his carpet.

OW104 23
Heart of stone. Wait, that's the next episode.

Alice begs the Queen to help Will, and the red beauty asks why she would want to do that. Alice angrily turns to her and punches her in the face. The Tweedles and knights prepare for action, but the Queen stops them, holding up her hands. "Because you care," Alice says. The Queen tells her she doesn't know her. "Yes, I do... Anastasia." Alice tells her she can help him, and the Queen tells her the exact same thing, telling her to wish. This further aggravates Alice, who moves her fist to punch her again, but this time the Queen holds up her hand and uses her magic to stop her in time. The Queen tries to threaten her, should she keep on doing that, and Alice reminds her that she can't kill her, adding that the Queen thinks she has the advantage but she doesn't. The Queen says she's not the one whose friend has turned to stone, and whose love is in her possession. The Queen then tells her she can carry on behaving like the little girl she was when they first met, or she can grow up and do what common sense compels her to do. Either way, she knows where to find her. The Queen turns around to walk off, and Alice wonders if she's not going to put her in prison, torture her, let her rot until she does her bidding. The Queen smirks and says, "Don't you see, darling? You are in prison. What do you think Wonderland is?" The Queen tells Alice she now belongs to her, and things are only going to get worse until she does what she must. "Wish," she whispers. She leaves, and her red army follows her. Alice is left to cry by herself, by the side of her cursed friend. She moves her hand to touch him but takes it back immediately.

Act VI

Jafar makes his way down the pathway in his castle's dungeon area, to face the genie he's got caged up, Cyrus. He exhales and puts his staff down, telling the genie that his precious love used her first wish that day, which he is sure Cyrus already knows. Jafar says soon the cage won't be necessary, because he'll be back where he belongs: in his bottle. Cyrus doesn't reply. Jafar looks at the old prisoner in the other cage, and takes a small bow, before leaving.

OW104 24
Amara sheds her skin.

In a flashback, the beautiful Amara is seen admiring her reflection in a pocket mirror, and she closes it when Jafar walks into the room bringing drinks for both. She asks him what the occasion is, and he tells her, as he hands her the drink, that he heard a rumor. "The third genie?" she takes this to mean, and Jafar nods in confirmation, telling her he's right there in Agrabah. They clink their cups and drink, and Jafar looks at her as she does. Amara tells him that would be a welcome change, with how far they've traveled to get the others. She finishes her drink and puts the cup down on her bed stand. Jafar caresses her face, and she starts to feel odd. He tells her that he's confident he will soon have the third genie, and then he'll be ready to begin the spell. "You mean, we will be ready to begin the spell," she tells him, with a smile, but her smile quickly disappears as she feels worse. Jafar looks on as his lover starts to breathe heavily and gets out of bed, looking weak, sickly, and barely able to stand. She calls for him, and he reminds her of when she asked him, a long time ago, what he was willing to do in order to get what he wants. Amara loses her strength and falls to the floor, as Jafar resumes drinking. She asks him what he's done, and he explains to her that it's a potion to steal her magical essence. She holds her hand up at him to cast a spell, but is unable to, and he tells her she probably knows that. She lies down on the floor completely, and he tells her it was in her book. "You loved me," she says, weakly, and he crouches down and denies this, saying, "You loved me." She begs him not to do this, and reminds him that he can't complete the spell on his own, for no one person can achieve that much power alone. Jafar tells her he won't be alone, he'll have her and her magic. He puts his drink away and says, as he gets up, "Now it's time for you, like the serpent you so admire... to shed your skin." He waves his hand over her and she begins to contort. Whooshing and creaking sounds are heard as Amara appears to melt before his eyes, her flesh deteriorating beneath her clothes. Soon, her robe is all that's left of her... but it's revealed she's been turned into a serpent. The reptile pokes its head out of the vestment and Jafar tells it, "Congratulations, Amara. You are reborn." He moves to pick up the serpent, and magically transforms it into his staff, which he then admires. The staff's eyes blink red.

Cyrus is seen in his cage. He takes out the other half of the wishbone he broke and holds it up for the old prisoner to see. The old man chuckles at this, and the genie talks to him.

It's a myth, what you heard about wishbones...

Nighttime. The Red Queen is seen in the area of the maze gardens where Will was turned to stone. She caresses the statue. The Lizard looks at them, from a hiding spot.

That when you break them, whoever has the larger half gets a wish.

Jafar puts his staff down, and its eyes blink.

It's a story, created long ago by genies, to make people believe that you did not need to seek out a bottle in order to someday have what you desire.

Cyrus stands up on his cage as he continues to tell the story to the old man. Somewhere else, Alice lies on the ground, by the bottom of a tree, looking beat and pensative. She then looks up at the night sky.

And so to this day, people keep pulling wishbones apart, hoping that magic will spill out of them.

Stars fall from the sky.

But what a wishbone really wants is no different from what we all want. To be joined to our other half.

Cyrus puts the bone down, hitting the floor of the cage.

And if we're separated, you will do whatever it takes to be together again.

The other half of the bone comes flying back up from the pit, much to the old man's surprise. The other half glues itself to the bottom of the cage, on the outside, by magic, wanting to join the half Cyrus is holding.

Just like a wishbone.

Cyrus begins to cut through the bottom of the cage, using the wishbone. Alice smiles with hope.


OW104 Title Card
  • The title card of this episode features a serpent.
  • Although credited, John Lithgow (The White Rabbit) is absent from this episode, as is his CGI counterpart. However, his voice can be heard during the introductory segment.
  • Anthony Keyvan, who portrayed the role of young Jafar, played regularly by Naveen Andrews, also portrayed a younger version of Andrews' character Sayid on the ABC hit television series, Lost, on which Wonderland co-creators Edward Kitsis and Adam Horowitz also worked.
  • When Jafar confronts Gerard, he takes out a knife, which the character later stabs the bartender with. Naveen Andrews takes out and wields a real knife, but when the stabbing scene is presented, the knife has clearly been replaced with a fake blue copy whose CGI cover was overlooked.




With its original airing on ABC, this episode garnered a sum total of approximately 3.55 million viewers, scoring a share of 0.9 and a rating of 3 in the key demographic (ages 18-49). [1]


The episode received mixed to positive reviews from critics.

  • Lily Sparks of was relatively critical of the episode, ending her review by asking the readers, "Do you love-watch or hate-watch Once Upon a Time in Wonderland? Y’all know I’m passionate about OUAT. How do I get invested in Wonderland?" She also made a comment about the predictability of the plot: "At what point did you know that Jafar’s tutor/adoptive mother/lusty lover was going to turn into a serpent? Was it when she first appeared onscreen, wearing a serpent necklace? Or was it when you first heard that this episode was called "The Serpent" and you were like, 'Oooh cool guest star! Bet she's a serpent somehow.'"[2]
  • Amy Ratcliffe of IGN was more praising, commenting positively on the acting prowess of both Sophie Lowe and Naveen Andrews, the latter of which she was happy to see as portraying someone more than a villain in this episode. Her end-of-review verdict went as follows: "Tonight’s episode delivered some interesting backstory for Jafar and was expertly executed by Naveen Andrews, who showed he can still do nuance. The Knave/Queen story was deepened, too, and it’s nice to see things are still in a bit of play there. Alice got to be daring and fantastic. Her use of her first wish (and the shopkeeper’s last, too) shows a level of cleverness and forward thinking that is heartening to see, and engaging to me. How smart could you make your wish?"[3]


Gallery of photographic stills released to promote the episode.

External Links


  1. "Thursday Final Ratings: 'Elementary', 'Scandal', 'The Vampire Diaries', & 'The Big Bang Theory' Adjusted Up; 'The Voice', 'The Millers', 'Sean Saves the World', 'Parenthood', & 'The Michael J Fox Show' Adjusted Down", by Amanda Kondolojy,, November 8, 2013.
  2. Once Upon a Time in Wonderland "The Serpent" Review: Hiss or Miss, by Lily Sparks, (November 8, 2013)
  3. ONCE UPON A TIME IN WONDERLAND: "THE SERPENT" REVIEW, by Amy Ratcliffe, IGN (November 7, 2013)