Trust Me
Once Upon a Time in Wonderland 1x02
October 17, 2013
Running time
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Flash sideways
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Centric characters
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Special Guest Star
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Archive footage

"Trust Me" is the 2nd episode of Once Upon a Time in Wonderland.


In Wonderland, Alice concocts a plan to find Cyrus and uses his genie bottle as bait to find out who she's up against and who her real friends are. Meanwhile, the Red Queen and Jafar face off. In the flashbacks, we learn how Cyrus came to Wonderland and how he and Alice fell in love.


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")


Many years ago
in Agrabah

OW102 01
Jafar comes a-knockin'.

We are shown a far off shot of a desert city in the land of Agrabah; the end of a raggedy carpet is seen making its way towards the city as we watch from the rider's point of view. In the city itself, a merchant is seen within his home, snacking on something and taking a sip from a small cup. Someone steps into the store and bangs on the entrance to make themselves known, causing the merchant to turn and ask the potential customer if he can help him. "We shall soon find out," says Jafar, dressed in a turban and carrying his serpent staff; the merchant stands to his attention. Jafar says that the man is Farzeen Shahmed and that he sells scarves, to which Farzeen asks if his customer would like one. "May I?" Jafar nonchalantly asks, taking a few steps forward and looking around the store. He states that the merchant gains very little income and yet his home is well acquainted, and Farzeen thanks him. Jafar, however, states very coldly that it wasn't a compliment, but an observation. He goes on to point out that Farzeen has a bounty of fresh vegetables in his garden and, something which he couldn't help noticing, two camels outside, as few men in Agrabah can even afford the one, yet here he is, with two.

OW102 02
Someone's got a genie...

Farzeen tells Jafar that he has been very fortunate, and the latter comments that it appears the merchant has everything a man could possibly wish for - "Perhaps you've met someone who could grant them? Wishes." As he says this, he squares up to Farzeen, but Farzeen steps away and assures Jafar that he does not know what he means; his good fortune is due to a family investment that has finally begun to pay off. Jafar appears blatantly skeptical but Farzeen assures him further. The kettle is then heard whistling in the back room and the merchant offers to explain more to Jafar, should he be allowed to go and turn off his stove. Snidely, Jafar comments that he wouldn't want Farzeen to overcook water, and tells him to go on. The merchant then makes his way into the back room, shutting the door firmly behind him, but does not bother to remove the whistling kettle from the stove. Instead, he runs straight to his cupboard and removes a bottle, opening it and allowing red smoke to emerge. From this red smoke, Cyrus the genie is formed, and he states, "Master mine, my will is thine."

OW102 03
No mercy.

Farzeen warns Cyrus that "he's here", referring to Jafar, who he was told carries a serpent staff. Cyrus tells the man to remain steady as it's not him he's after, but Farzeen frantically says that he'd like his third wish now. Whilst Cyrus warns him against it, Farzeen wishes for the genie to be as far from Agrabah as possible. At this, Jafar bursts into the back room and goes to grab the genie, however, he returns to his bottle in a flurry of red smoke and the bottle itself disappears, leaving Jafar with nothing to grasp. He yells with fury before aiming his palm at Farzeen, who is suddenly pinned to the wall and choking thanks to Jafar's powerful magic. As the merchant is lifted off his feet, still choking, Jafar asks him where he sent Cyrus, but Farzeen doesn't know. Jafar then asks the man what it is he desires, and, exasperated, barely able to speak, he yells, "Mercy!" "Well then," says Jafar, "It appears neither of us are going to be getting what we want today." He continues to use the magic to crush Farzeen's windpipe and Farzeen screams in agony as the shot moves into the merchant's pained reflection in Jafar's left eye.

Cyrus' bottle is seen spinning through the sky, and inside, the genie himself is being rattled about amongst his furniture. Eventually, the bottle lands, and Cyrus, wanting to know where he is, stands up and approaches the grate on the bottle's bottom. As he looks out at this strange new land he's in, we are shown that the bottle is lying at the foot of the hedges of the Queen of Hearts' extensive maze, meaning that Cyrus has come to Wonderland.


Act I

OW102 04
Will is surprised to learn that they have enemies.

In present-day Wonderland, the Knave of Hearts, also known as Will, is seen sleeping on the forest ground with his head rested against the roots of a tree as slashes of a sword are heard nearby. Suddenly, a branch falls atop Will's head and he awakes with a start, uttering, "What the bloody hell?" Alice, who's been hacking at a plant with her sword, sarcastically comments on him being awake, implying that she woke him on purpose. She continues to do battle with the plant, leading Will to ask her what she's doing, and Alice replies that she's "getting ready", as she believes her skills with a sword are a bit rusty. More slices are taken at the plant by Alice whilst the Knave spits out some bits of forestry; he comments that now she's gone and hurt the tree, asking if she's happy. Annoyed, Alice exclaims that she'll be happy once they get Cyrus back, saying that they need to get moving as they've been in Wonderland for too long and their enemies know they're there. Will seems surprised that they already have enemies, asking who they are, to which Alice replies, "Excellent question."

OW102 05
Alice runs through the plan.

She helps him to his feet and tells him that she has a plan, but he merely points out that she's wearing a new outfit and asks her where she got it. Alice tells him that the clothes horse came by and he replies with a simple "Of course it did" whilst Alice continues, saying that their biggest problem is that they don't know where Cyrus is; he could be trapped or captured. Will, who's barely listening, asks if there's any chance of a coffee horse coming round, but Alice, who's not listening in turn, carries on in saying that they don't need to know where Cyrus is because they know something nobody else does: the whereabouts of the bottle. The Knave tells her that she's not too clear on what the word "we" means, but Alice ignores him, explaining that she's devised a two-step plan: "Step one - we find the bottle. Step two - we make three harmless wishes, and no matter where he is, he'll just get drawn back inside." Will reminds her that she said there's no such thing as a harmless wish, but she explains that that only applies to wishes for something big, but if you were to wish for something small and innocent like a cupcake, then that should be fine.

OW102 06
The rabbit's a rat.

"Which brings us to you," she says, pacing, telling Will that he'll have to rub the bottle so Cyrus can reappear, and the two of them will be together again; after that, they can figure out a way to truly free him once and for all. This then leads Will to point out that, once he rubs the bottle, Cyrus will be his genie, but Alice says that she'll just have to trust him. "Right then," says Will, "Where do we find this bottle." Alice tells him that it's buried in the Mimsy Meadows beneath the Towering Tum Tum Tree: a place where no one goes. "With a name like that, why would they? Unless they were a care bear," Will jokes, but a confused Alice merely asks him what a care bear is. He tells her never to mind, and upon hearing the snoring sounds of the White Rabbit, he asks if she'd like to wake him, or if he should do it. Alice declares that they are to leave him be as the poor rabbit's been through enough, and Will points out that that's Alice-speak for "he's slowing us down". As the two of them prepare to set off to find Cyrus' bottle, we see that the White Rabbit is't asleep at all, but listening in whilst making fake snoring sounds. Alice clutches her true love's magical red necklace and states that it's time to get Cyrus.

"Alice!" Cyrus exclaims, waking up in his giant bird cage in Jafar's dungeon as he again feels his true love's presence in Wonderland, thanks to his magical necklace. He clutches his chest and the old prisoner who's in a nearby cage asks Cyrus what's going on and if he's alright. Cyrus does not respond, merely continues to hold his hand over his heart in worry for Alice.

OW102 07
Let them have cake.

In the Red Queen's chess-themed palace, a drum is seen being repeatedly banged in the throne room, and to little effect, whilst Wonderland's villager yell in complaint. "One at a time!" yells one tweedle. "Her majesty demands order!" yells another. The Queen herself is seen to be sitting tiredly on her throne as villagers yell at her about water supply and dying crops and dodos, demanding help; eventually, she tells them, "Darlings, can I be honest with you? Your problems bore me." The villagers begin shouting amongst themselves, outraged, but suddenly, a red light ensues over all of them and they magically freeze. The Red Queen notices this and stands up with excitement on her face, knowing that the culprit is "Dear Jafar..." and wanting to know where he is. As she walks through her people, Jafar says behind her that he doesn't know how she can stand to listen to them say in and day out. "I'm the Queen," she reminds him, "It's my job!" He, however, tells her that it's her flaw as she's trying to earn their respect as appose to taking it. She points out that she took her throne and Wonderland, but Jafar points out that it's still not enough. "If either of us were satisfied with what we already had," she says, "We wouldn't be messing around with Alice and her genie, now, would we?"

OW102 08
Jafar clears the Queen's day.

Jafar says that if she can't find that bottle for him then perhaps this is all just a waste of time. She tells him that she's more concerned with whether or not he's able to do what he says he can, asking if, with the bottle's power, he'll indeed be able to change the laws of magic. "Making the impossible, possible," he declares, and the Queen remains awestruck as she's told she must hold some truly unholy desires, and she assures her fellow villain that she does. She asks again if he can do it and he answers positively, commenting that this talk is foolishly premature until they have the bottle. He advises her to stop wasting time with peasants and focus on the task at hand, but she reminds him again that, whether she likes it or not, she is the Queen and thus has responsibilities. Jafar, however, simply waves his hand and causes each villager to explode in a cloud of dust. He touches the Queen's neck, gently grabbing her throat, and tells her that he's cleared her day; "Now find the bottle so I can get Alice to make those wishes... and you can have your tweedles sweep her up too." He then lets go of her and vacates the throne room, walking amongst the dust that once was Wonderland's residents, and the shaken Red Queen watches as Tweedledee and Tweedledum sweep up what's left of them.

OW102 09
A whole lot of water.

In the woods of Wonderland, Alice is seen cutting her way through the trees with her sword as Will follows. She tells him to hurry up as they're making good time, commenting that if they keep going at this pace then they'll arrive at Mimsy Meadows before midday. Will advises her to lower her voice as the walls in this place have ears, literally - they're walls with actual ears - and they don't want the whole of Wonderland to know where they're going. "Of course not," she replies, and Will says that he's been thinking about what happens if they find Cyrus (Alice corrects him - when they find Cyrus), and asks her what if it's nothing like she thought. She stops and turns, wondering what he means, and he tells her that, in order to protect herself, she may want to start accepting the possibility that things may be "different"; she's been gone a long time. Alice assures her comrade that Cyrus is waiting for her and needs her, and Will asks why he hasn't contacted her yet. "If you know where he is, surely he knows where you are too." Alice says that the only reason he hasn't contacted her is because he must be in trouble, and that's why they need to pick up the pace. Will suggests that Cyrus has moved on, but Alice immediately shoots down this idea, saying that he wouldn't understand what she and Cyrus have. "No..." he utters, "I suppose I wouldn't." They continent through the woods, Alice cutting down the forestry with twice the aggression, and she states that nothing can get in the way of the two of them being together. She arrives at an opening and stares out in shock; the Knave joins her and she adds, "Except possibly this." We then see that the Towering Tum Tum Tree of Mimsy Meadows is only accessible past a very vast lake.

Act II

OW102 10
The Red Queen gets turned on by her foot scrub.

In the Red Queen's palace, her majesty's foot is seen to be being scrubbed by one of her tweedles, whilst the other tends to her nails. "Harder," she tells the foot-scrubbing tweedle. He begins to scrub more vigorously, but she again demands, "Harder! Harder!" As the tweedles attempt to meet her demands, the White Rabbit is seen entering the room and she greets him happily, sitting up and slipping her bare foot into a red shoe as her tweedles disperse and leave the room. She asks the "bunny" what news he has for her, and the White Rabbit nervously assures her that everything is moving along as she predicted: Alice and Will left that morning to obtain Cyrus' bottle. Happy, the Queen kneels down before the Rabbit and asks him if he knows where the bottle is, but he fumbles over his words, not replying with anything coherent. With this, the Red Queen stands up in anger, asking the Rabbit if she needs to remind him of the consequences of him lying to her. He assures her that she doesn't as he knows exactly where the bottle is, and the Queen smiles maliciously.

OW102 11
Silvermist is summoned.

In the woods of Wonderland where both trees and magic mushrooms dwell, Alice and Will are still staring across a vast lake, across which is Mimsy Meadows. The former suggests that they could swim across, but the Knave of Hearts immediately shoots this idea down. She tries to assure him that she can handle any dangers lurking beneath the surface if that's what he's afraid of, but Will is forced to admit that he can't swim. Alice wonders how he's lived his whole life without learning how to swim, and Will tells her that he was doing other things, such as being afraid of water. She exhales, annoyed, and states that they'll just have to wait for the fairy, but Will, who's immediately opposed to this idea, suggests that they walk around the lake. Alice tells him that walking around the entire thing would take two days at least; "We're taking the fairy." And with that, she approaches the lake's edge and begins to rhythmically clap. She then turns to Will, who's no longer standing beside her, and appears annoyed again, at which the Knave acquiesces and approaches the lake's edge also. Reluctantly, he claps along with Alice, and soon enough, a zooming sparkle is seen coming towards them from across the water. "There she is," Alice says fondly, and as the sparkle gets nearer, we see it's a fairy. After hovering for a moment, said fairy uses her magic to make herself human-size, introducing herself as Silvermist and asking where she may take them. However, upon seeing Will, who tries to greet her, she immediately slaps him across the face. Alice is shocked, but Will merely asks the fairy "how's it going", and receives another hard slap from her.

OW102 12
Taking the fairy.

Based on this, Alice concludes that the two of them know each other, and Silvermist tells the Knave that it's awfully bold of him to show his face in Wonderland considering how many people are looking for him. Will says that it might be easier to figure out how many people aren't looking for him, but Silvermist isn't amused, asking the Knave if he thinks he's funny. "I think I'm buggered no matter what I say right now," he tells her, and Alice suggests that the two of them continue reminiscing while they make their way across the lake. Will tells Alice that he thinks they have to walk, but Silvermist assures her otherwise, saying that she'd be happy to take them. Alice asks the fairy if she's sure and Silvermist confirms it, stating that it's her job and she's a professional and she doesn't let feelings get i the way of her work, especially old feelings that she's completely moved on from (clearly referring to Will). Alice thanks the fairy but Will remains silent, prompting Alice to hit him. He then thanks Silvermist also, and Alice tells her that they need to get to the Tum Tum Tree in Mimsy Meadows. Will looks at her, confused as she just gave away the bottle's location, but Alice points out that she needs to tell Silvermist where they're going or else she won't be able to get them there. "Don't worry, you can trust me. I'm hear to help," Silvermist says before waving her wand over Alice and Will, thus showering them with fairy dust. She then shrinks and begins flying over the lake, and thanks to the fairy dust, Alice and Will lift from the ground and follow her through the air. Alice closes her eyes, a look of determination on her face.

OW102 13
Cyrus writes a note.

Cyrus is seen to be lying down in his cage, inspecting a burn on his arm. The old prisoner in a nearby cell asks if it's the burn he got from the bars, and says that he's starting to understand why Cyrus' cage is the only one to be made pf silver. He then asks if it's to keep him from escaping, and Cyrus replies that it's to keep him from even thinking of escaping due to the fact that genies and silver "don't mix". The prisoner suggests taking his mind off the pain and looks down at the makeshift chess board on the floor of his cage, saying that the last move played was rook to D3. "Sorry, old man. I can't play with you today," Cyrus tells him, and the prisoner chuckles, asking the genie if he has something better to do. After pondering something, Cyrus replies, "Yes," and sits up, saying that he does. The old man looks confused as Cyrus pulls a folded sheet of paper from out of an inside pocket. Carefully, Cyrus unfolds the paper and begins hovering his finger over it, causing words to appear.

OW102 14
Alice is presented with her wishes three.

"Mistress mine, my will is thine," Cyrus tells Alice, now in flashback, in the garden mazes of the Queen of Hearts as his bottle lies near by. He extends his arm which causes Alice's clenched hand to flash briefly, and he tells her to open it. She seems confused and he again tells her to open her hand; when she does so, we see that three small ruby gems are rested in it, and a curios Alice asks what they are. Cyrus tells her that they're her wishes, and Alice comments on their prettiness, leading Cyrus to comment on hers. Before Alice can reply, a cough and voice is heard from her drawstring pouch and she opens it, apologizing, allowing the White Rabbit to go free. "No hard feelings?" she asks, and the Rabbit assures her that it's his fault, saying that he never should have led her down there in the first place as it's been nothing but trouble for her. Alice assures the Rabbit that he didn't lead her there, she followed him, and he comments that she always was a curious girl before wishing her the best of luck and walking away. Alice turns her attention back to Cyrus and asks what happens now, to which he replies, "Anything. Everything." She seems in awe of the idea of being able to wish for anything she wants, but Cyrus tells her that there are a few restrictions; "The laws of magic, as it were."

OW102 15
The Wonderful Genie of Wonderland.

This excites Alice further and Cyrus goes on to explain that there are four of them: he can't kill anyone, he can't bring anything back from the dead, he can't change the past and he can't make anyone fall in love. Alice smiles, saying that that seems reasonable enough, and asks the genie what happens after the third wish. He tells her that he gets returned to his bottle and then someone else finds him, and Alice seems saddened by the fact that he spends his entire life serving the pleasure of his masters. She crouches down and picks the bottle up, placing the cork in and asking Cyrus what would happen if she were to wish for his freedom. He says that it's been tried but that it's never gone well for either party; "Wishes always come with a cost, Alice. The bigger the wish, the greater the consequence." Alice clutches the bottle and says that that sounds dangerous, but Cyrus comments that he gets the feeling she likes a little danger. She laughs, and he goes on to say that she's still not sure what to wish for, suggesting that the two of them take a walk as he could help her with her decisions. Alice tells him that she'd like that very much and proceeds to place Cyrus' bottle in her drawstring pouch; he helps to pick it up and carries it, and the two of them link arms as they make their way out of the Queen of Hearts' garden.

OW102 16
Alice takes a dive.

Alice and Will are still, thanks to Silvermist's magic, flying over the lake that leads to Mimsy Meadows. The Knave admits that he enjoys the flying, and the fairy reminds him that he always did. "For what it's worth, Sil," says Will, "I enjoyed some of the other bits as well." This said, Silvermist rolls her eyes and uses her magic to push Will, and Alice, further behind her. She soon turns around and comments, "Not nearly as much as I'm going to enjoy this." And with a flick of the fairy's wand, Will drops from the sky and falls into the lake below. Alice calls out for the Knave as he makes a splash beneath her, and Silvermist says how she's been waiting a long time to do that. Alice is horrified by this behavior, but the fairy assures her that Will deserved it; Alice then exclaims that they have to get him as he can't swim, but Silvermist refuses to offer any detours. "Oh, bloody hell..." Alice utters, closing her eyes in preparation. She then takes a dive and begins falling into the lake as well.


OW102 17
Alice and Will take refuge on an island... but is it an island?

Alice lands in the water with a splash as Will attempts to swim to the surface, gasping for air. Alice swims to his aid, lifting him by the shoulders and guiding him over to a nearby rocky island that the two of them cling on to. They climb atop it and Alice asks the Knave what he did to that fairy. He reminds her that she just tossed him into the lake, but Alice points out that he clearly deserved it, and now they're stuck in the middle of nowhere all because he broke a fairy's heart. Will argues that the fairy in question shouldn't have given her heart away in the first place, but Alice tells him that people can't help falling in love. He turns to her and assures her that they can - "You just sneak out in the middle of the night, grab your trousers, your keys, and don't ever look back." Alice asks him how he got this way, wondering who did this to him, but Will tells her that this isn't about him, and if it were, he'd be sat back at home, "happy, watching the tele". Alice appears confused at the word "tele", not knowing what a television is, and so Will tells her not to ask, going on to say that she's got this picture of Cyrus in her mind, these perfect little memories of how thing were, suggesting that maybe that's just how they were for her. "It wasn't like that," she assures him, asking what Will's doing with her if he really believes that. He reminds Alice that this is her quest, not his, and that he's just in it for the wishes, like anyone else who's after a genie. Alice shakes her head in annoyance.

OW102 18
First date.

In Wonderland of the past, Cyrus is seen looking over his shoulder as he and Alice are sat at a table together outside a presumable restaurant. She asks him if something's wrong, at which he turns to her, and she points out that he seems a little on edge. He apologizes, explaining that being a genie is a lot like being a wanted man because someone's always after him. Cyrus watches nervously as a group of people walk by and twiddles and folds some paper in his hand. Alice proceeds to ask him if he knows who that "someone" is, who's after him, and Cyrus whispers that, at the moment, it's a man named Jafar who carries a staff with the head of a serpent. "If you ever see him..." he starts, and Alice wonders what, but Cyrus merely ends up smiling, finishing with, "Let's just hope you never do." Alice wonders what this Jafar wants with Cyrus, and he tells her that he wants what everyone wants: what they don't have. After a pause, Alice tells him that he doesn't have to stay there on her account and that, if he's safe in his bottle, he should get back in it. Cyrus declines, saying that this is the closest thing he's had to freedom in a long time, and Alice smiles, adding that she could say the same. This leads him to her her, if her home is such a prison, why she makes it her mission to return, and Alice sighs, explaining that she has nowhere else to go. Cyrus points out that she has the whole world and he can show it to her - all she has to do is wish. Alice says that she has more questions, and Cyrus wonders what else she'd like to know, to which she replies, "Everything."

OW102 19
Cyrus knows his way around paper.

She asks about the people he's met and the things he's done, wondering if he's ever slain a dragon. "Once," he says, "Can't recommend it. Requires some deft swordplay." Alice replies that she's never been comfortable with a sword, which leads Cyrus to wonder how she's survived all this time, and Alice tells him that there's other ways to fight, and in Wonderland, one just has to be creative. "Like this?" asks Cyrus, presenting her with an origami rose. She accepts it, in awe, and comments on its beauty. She then takes a sniff, surprised to discover that it smells like actual roses too, and Cyrus explains that it's magic paper, something he's picked up on his travels. Alice takes it that he's traveled a lot, and he confirms this, saying that it's the price of many masters; he's never in one place for very long, they make their wishes and then they just move on. The girl relates, saying that she knows the feeling of being moved on from, but Cyrus finds it hard to imagine anyone wanting to move on from her. He then waves his hand over the paper rose in her hand and causes it to bloom. "Amazing..." Alice breathes, and she asks Cyrus if he can teach her. He says that an origami lesson shall be hers, but she then tells him that she was actually referring to the swordplay. He laughs, accepting to do this, and Alice smiles, delighted, causing her origami rose to turn red in her hand.

OW102 20
The Red Queen is ensnared.

In her palace, the Red Queen is seen to be tending to a vase of red roses, and as she sniffs them, Jafar is seen entering the room through the window. Immediately he accuses the Queen of having knowledge of the bottle's whereabouts, and she comments what a shame it is to be dispensing of pleasantries so early on in their relationship. Jafar assures her that this is not a relationship and he's a very busy man, but the Queen points out that he keeps saying that despite her doing all the work, such as bringing Alice back to Wonderland and finding out where the bottle is hidden. He demands to know where and she tells him that she'd be happy to share that information with him, but first she feels like the two of them need to have a little chat; "I have needs. Before I am happy to play another hand in the game, I need proof that you can... satisfy them." She pushes the vase to the center of the table and begins walking away, however, mid-stride, she is immobilized by Jafar's magic. He approaches her and tells her that what she needs is to be quiet and still and silent and follow orders and, most of all, be grateful for the air that he's allowing her to breathe. "We're not partners, I don't owe you anything. I have given you my word, and that is more than most ever receive. Is that clear?" he asks, however, realizing that she's still ensnared and therefore cannot answer, he undoes his spell and allows her to move. He asks again if he's making himself clear and the Red Queen nods shakily. He again demands to know where the bottle is, and the Queen tells him that it's in Mimsy Meadows, beneath the Towering Tum Tum Tree. "See?" Jafar says, happy to hear this, "We make a wonderful team." The Red Queen struggles to smile under his gaze.

OW102 21
Nope, it's a giant turtle.

Still sitting atop the rocky island, Alice pessimistically utters to Will that they're never going to make it there, referring to the Towering Tum Tum Tree of Mimsy Meadows, which is miles and miles away. The Knave agrees that this is a bit of a setback, assuring her that he's sure they'll find another way. Alice wonders how, and Will ponders this, telling her to give him a minute. He ponders it for longer, and tells her to give him two minutes, leading her to exclaim that they don't have two minutes and that they need to get there today. As she declares this, she stomps her foot on the island, and suddenly, the entire thing rumbles and bucks them off, causing them to fall back into the water. They again cling to the edge of the rocks, and Will asks "what the bloody hell was that then", wondering what kind of an island this is. The two of them climb to the top of it again and Alice looks over the edge, telling her comrade that this isn't an island. He appears confused and Alice draws her sword, telling him to hold on tight. "Tight? To what?" he questions, and Alice tells him, "Anything!" before leaping off the edge. The Knave stands up in shock but falls back down again when the island, once again, starts to rumble. As he clutches a rock he sees the large head of a giant turtle emerge from the island, meaning that it's not an island at all, but a shell. Alice, who's riding the turtle's head, asks it if that tickled and tells it that, if it wants to keep its head, then it should take her where she wants to go. The turtle acquiesces and Alice tells it, "Good boy. Now go!" as it slowly but surely swims its way to Mimsy Meadows with her on its head, sword-drawn, and an effortless Will sitting lazily on its back.

Act IV

OW102 22
Alice and Cyrus get to know each other through a little deft swordplay.

In Wonderland of the past, in a clearing in the woods, Alice draws a sword and begins doing battle against Cyrus, who's bearing one too. He comments that, for someone who's not comfortable with a sword, she's quite good. They circle around each other, and, referring to the sword, Alice says that she must get one someday, stating clearly that that isn't a wish. Cyrus swings his sword before resting it at his side, telling Alice that all she needs to do is learn how to use it. He attacks and their blades clash once more. Alice blocks each attack and Cyrus commends her on it, before instructing her to loosen her grip as she's holding her sword like a street fighter. Alice does so and the two of them circle around each other yet again, before clashing blades for the third time. Cyrus says that Alice is certainly getting better and asks her if she's always been such a quick study. As they circle each other again, Alice informs her new teacher that she learned to play Mozart Sonata in under a week. The blades clash, and when they stop, Cyrus tells her that that's amazing and asks her how she did it. Alice uses her blade to force Cyrus away from her, and tells him that her mother used to play, or so she was told, as she died when Alice was born and she thought that if she learned to play like her, it would make her father happy. "Did it?" Cyrus asks, and Alice says that it's hard to be happy again when you've lost someone you love. Cyrus appears saddened by this statement, his sword drooping slightly, and Alice apologizes, saying that she didn't mean to offend him.

OW102 23
True love.

Moving his sword into an attacking position, Cyrus assures that she needn't apologize, and strikes at her with the sword multiple times, each strike being blocked by her own blade. He laughs and knocks her sword to one side with his own, she then does a twirl and tries to jab him, but Cyrus quickly blocks, grabbing Alice's arm and causing the blade to drop from her hand and onto the floor. She gasps, and Cyrus gently pushes her away, using his foot to kick her sword up off the ground and catching it with his spare hand. Both swords now in tow, he approaches her, and as Alice backs up against a tree, she asks what she is to do now. "Same thing you've always done: be creative," he tells her. Alice tries to move to one side but Cyrus blocks her path by stabbing one of his swords into the bark of the tree she's currently leaning against. She tries to run the other way but Cyrus' other sword stabs the tree on that side as well. Alice tells him that it's hard to be creative when your opponent is uncommonly creative as well, and Cyrus says that the trick is to always be smarter than your opponent, which means you have to know who you're up against. Alice, slightly flustered, assures him that she'll remember that, and Cyrus, still trapping her up against a tree, asks her what happens now. She says that she thinks she knows her opponent and the thinks she knows his weakness. "Really?" he asks, to which she utters, "I hope so." She then leans i and kisses him, and when she leans out, she smiles and says that it looks like she was right. Cyrus then lets both swords drop to the floor as he pulls Alice towards him and continues to kiss her passionately.

OW102 24
Silvermist returns.

Back in the present day, the giant sea turtle on which Alice and Will hitched a lift is seen swimming away, as the two of them begin walking through Mimsy Meadows. Still at the shore, Alice notices Will slowing down and asks him what he's waiting for, and Will reminds her that he just nearly drowned and got eaten by a turtle - "Can I have a moment, please?" Alice sighs and a voice is heard saying "Nope," as Silvermist arrives once more, turning magically human-sized before their very eyes. Will is annoyed to see her again and Silvermist says that she's actually glad to see him alive. The Knave says that that's strange, considering that she just tried to kill him, but the fairy tells him that that was before she learned about the bounty on his head; "Turns out you're in pretty deep to the Caterpillar." Will now sighs and explains to Silvermist that he made a horrible mistake and that she was right about everything - he felt awful after what happened between the two of them. The fairy says that if he ever had a heart, she doesn't know what happened to it, and suggests that maybe his "precious Anastasia" used it all up.

OW102 25
Alice witnesses Will's apology.

Will tells her that he's right and admits to not feeling terrible, not even a little bit, but that that's because he doesn't feel much of anything anymore. "So why don't we both agree that I'm a right bastard and go our separate ways?" he requests, stating that they don't need to bring the Caterpillar into this. Silvermist asks why she should care about his fate, and Will says that she shouldn't, but she should care about Alice's because she's a decent person, as is the man that she loves whose life is literally hanging in the balance as they speak. He begs the fairy not to let the good guys pay for the bad guys' mistakes and says that he is sorry, for everything. "Be on with you then," Silvermist declares after a saddened and contemplative pause. Will is surprised, and she tells him to go, before magically shrinking and flying away. The Knave continues walking towards the Meadows and Alice asks if that was him apologizing, to which Will tells her that it happens and she shouldn't dwell on it. She then asks who Anastasia is, and the Knave moodily replies, "Nobody." "Well, in any case, thank you," Alice says as the two of them continue towards the Mimsy Meadows.

OW102 26
Cyrus thinks it's time for Alice to make her wishes.

We are treated to a shot of the Towering Tum Tum Tree in Wonderland's past, as Alice and Cyrus lay beneath it. The former soon wakes up and smiles when she sees Cyrus' face, who wishes her a good morning. She comments that all her mornings have been good she she met him, and the genie nods sadly before sitting up, clutching his bottle. Alice sits up also and asks him what they should do today, reminding him that he mentioned that place - the Boiling Sea - and she's always wanted to go. However, he interrupts, and he tells Alice that he thinks it's time for her to make her wishes. She is stunned, and asks sadly if she did something wrong, but Cyrus assures her that she didn't, adding that he can't imagine her ever doing anything wrong, which is the problem. Alice says that she doesn't understand, which leads Cyrus to admit that he's falling in love with her. Her eyes welling up slightly with tears, Alice joyously utters his name, but Cyrus firmly states that he can't allow that to happen, before standing up. He goes on to say that at some point she's going to make her wishes and move on with her life, and while he's gotten use to being alone in his bottle for years at a time, the thought of spending an eternity there without her is too much for him to bear.

OW102 27
Alice makes a promise.

Alice stands up also and points out that if she ever makes her wishes then he'll never have to go back inside, but Cyrus tells her that everyone makes their wishes. "I won't," she assures him, more tears welling up in her eyes, but Cyrus tells her that he's lived countless lifetimes and no one has ever not made their wishes. "Why would I wish for anything?" she asks, "I have everything I could possibly wish for. You are everything I've ever wished for, Cyrus." As a tear rolls down her cheek, Cyrus says that she could change her mind, but Alice steps towards him, assuring him that she won't. "But what if you do?" he asks again, and Alice tells him that he'll just have to trust her. She clutches the bottle also and suggests that they make a deal: she will never move on from him so long as he never moves on from her. After slight hesitation, Cyrus kisses her, thus sealing the deal, and Alice asks what he proposes they do with the bottle. "We bury it," he tells her, and the happy couple continue to smile at one another.

We are treated to another shot of the Towering Tum Tum Tree, this time in the present, as Jafar is seen flying his magic carpet towards it. He soon lands swiftly and stares at the tree, before banging his serpent-headed staff into the ground. This then causes hundreds upon thousands of tiny insects to emerge from the bottom. "Find the bottle," he instructs them as more and more of the small red creatures emerge, surrounding the tree's perimeter and digging for Cyrus' bottle.

Act V

OW102 28
Alice discovers who she's up against.

Alice is seen crouching behind some plants near the Towering Tum Tum Tree as Will catches up and crouches beside her, angrily telling her to wait for him as she can't just go running off. Alice shushes him, telling him that they've got company, and through the plants the two of them see Jafar, floating atop his magic carpet, using the insects he summoned to dig Cyrus' bottle. Will offers Alice his condolences, saying that they're too late, but Alice corrects him in saying that they're just in time. Will is confused and asks her what she means, pointing out that Jafar is about to finish digging, but Alice says let him, revealing that the bottle's not there and never was. The Knave, confused, asks why they're there, and Alice tells him that she wanted to know who they're up against, and now she does. Will realizes that that's why she kept telling everyone where they were headed, and Alice reminds him that the one thing you can count on in Wonderland is that you can't count on anyone. He commends her on her cleverness, and, looking at the villain who's currently digging, Alice tells Will that his name is Jafar. "D'you know him?" Will wonders, and Alice reveals she knows of him. Realizing that Alice didn't tell him the truth either, he asks if that means she doesn't trust him, and Alice says that, if it helps, she does now, which is why he's coming with her. "Where?" Will asks. "To where the bottle is really hidden," she tells him. She stands up and begins to leave, and the Knave of Hearts follows.

OW102 29
The bottle is gone.

Alice and Will walk through a passage made of peas beside a tower of tigers (carved from shrubbery) and a windmill. Alice, recognizing all of these landmarks and ticking them off aloud, states that this is it, before spotting the dandelion, which is a lion, also carved from shrubbery, with many yellow flowers covering it. Will, who's eaten a pea from the passage, says that they're actually not bad and that Alice should count herself lucky that no one came along and ate her landmark. Alice then approaches where the bottle is meant to be buried, but is absolutely shocked to see that someone's already dug it up. "No... it's impossible... the bottle, it's gone!" she declares, being reminded of what the Knave said before and saying that maybe he was right - maybe Cyrus has moved on. Will guiltily turns away from her, staring back down at the hole in the ground, and Alice simply stares into space, devastated.

OW102 30
Cyrus sends his message to Alice.

Cyrus stands up in his silver cage with something enclosed in his hand. He slowly moves the hand with something in it through the bars of the cage which is clearly a great deal of pain for him; his hand and arm burn. He continues to reach out despite the agony and slowly opens his hand, revealing there to be an origami swan inside. As it's made from the same magic paper he was earlier writing in, it is able to fly away. Once it starts doing so, Cyrus retreats back to his cage and whispers, "Find her." The paper swan flies out of the dungeon, and once Cyrus is sure that it's doing its task, he collapses from the pain he subjected himself to. "Get up!" creams Jafar as he angrily enters his dungeon. He raises an arm and tells the genie to get to his feet; thanks to Jafar's magic, Cyrus' cage moves closer towards the platform the dark magician is currently standing upon, and the genie tiredly asks what his captor wants. Cyrus kneels and Jafar continues to use his magic to strangle the genie; he demands to know where the bottle is. Cyrus, whose throat is currently being compressed, still manages to tell Jafar to go ahead and kill him, but Jafar says that he doesn't have to kill him - he can kill Alice in front of him, unless he tells him where the bottle is truly hidden immediately.

OW102 31
The Red Queen stands up to Jafar.

"I have it," says the Red Queen who's now entered the dungeon, and a startled Jafar turns to her, losing his magic grip on Cyrus and causing the genie to weakly crumple to the floor of his cage. The Red Queen reminds Jafar of the very good advice he gave her that morning, there she was thinking she needed to earn his respect when all she needed to do was to take it. Jafar seems surprised that the Queen has the bottle which leads her to angrily demand that he stop underestimating her. She takes a look around the dungeon and commends Jafar on it as she approaches him, saying that he must remind her to tell him the value of keeping pretty things around. She takes a look at Cyrus in his cell who turns away from her, she refers to him in saying, "Well, there's one." Jafar now approaches her and demands that she tell him where the bottle is, but the Queen suggests that they introduce a new rule to the game: "Do not talk down to me anymore!" She goes on to say that she was planning on telling him where the bottle was hidden and then she realized something: she doesn't trust him. And the reason she doesn't trust him is because their relationship is not mutually beneficial since he's the one holding all the cards and she's holding nothing. "But all that's changed now, hasn't it, darling?" she says with a smile, "You have the genie... and I have the bottle." With that, she exits the dungeon, leaving Jafar to stare on at her, annoyed.

Act VI

OW102 32
Alice is sad.

It's nighttime in Wonderland, and Alice is still staring down at the hole where Cyrus' bottle was once buried. "He's moved on..." she utters to Will, who's standing near her. She adds that it's the only thing that makes sense as she and Cyrus where the only two people in the world who knew where that bottle was hidden. The Knave then suggests that they weren't and asks if she's positive that she never mentioned it to anyone, and Alice exclaims "Yes!" in reply. Looking back down at the hole, Alice suggests that maybe this whole thing was a fool's errand and she's the fool. Growling is heard in the distance from Wonderland's many weird and wacky creatures, prompting Will to tell Alice that they should get some shelter as they're not safe where they are. "Who cares?" she says, walking away, and the Knave sadly utters her name as she makes her way past him.

OW102 33
The Red Queen is mean to the White Rabbit.

The White Rabbit, who's currently in the Red Queen's palace, turns to see her majesty returning from Jafar's dungeon. He asks if everything went well, and she answers positively, leading the Rabbit to start asking her something. "Yes?" she says turning to him. He points out to the Queen that he's fulfilled his obligations, going above and beyond the call of duty, and she agrees that he did. The Rabbit then reminds the Queen of what she promised him, however, she tells him that promises were made to be broken, as were the bones of little bunnies who forget what they have at stake. The White Rabbit begins shaking with fear and the Queen clearly states, for the last time, that when she gets what she wants then he gets what he wants, asking why it's such a difficult concept for everyone. She then asks him how he knew where the bottle was really hidden as he never did say, and the White Rabbit replies with, "I saw them."

OW102 34
Alice and Cyrus bury the latter's bottle.

We are treated to a shot of the dandelion - next to which the bottle was supposed to be buried - this time, in flashback. Alice and Cyrus are seen to have dug a hole beside the landmark and the latter makes sure that Alice understands that life with him will not be easy. She tells him in turn that life without him hasn't been easy, and Cyrus reminds her that she always has to keep one eye over her shoulder as someone will always be coming. She stares at the bottle in her hands, and Cyrus asks if she truly believes that love is powerful enough to give them their freedom. "I believe ours is," Alice replies, and she asks him if he does to. He assures her that he shall never leave her ad she smiles, handing him the bottle and asking what he's waiting for. He then places the bottle into the hole they've dug and the two of them crouch down beside one another as they begin to fill it in. Once they've done so, they begin to walk away, hand-in-hand, and it is only then that we see the White Rabbit standing beside the dandelion, having heard and seen everything. He checks his pocket watch, remarking, "Huh, crazy kids," before running off through the meadows. "Honey," he calls, "Sorry I'm late!"

OW102 35
Origami to the rescue.

A campfire is burning in Wonderland as the Knave attempts to sleep, his head rested up against a tree segment. He begs Alice, who's still standing to, go to sleep, but she says that she can't, and in turn tells him to sleep. He asks how he can sleep when she insists on thinking so loudly, but Alice merely continues to stare at Cyrus' talisman around her neck. The Knave then apologizes for putting that terrible idea in her head; he tells her not to listen to him as he knows nothing about it. "I think you do," Alice tells him, and she asks him who Anastasia is again. Will sighs, saying that that is a tale of heartbreak, and Alice wonders if the heartbreak happened to him or her. He asks if it matters before pointing out that he does know something about love, but that that doesn't mean he's right about her and Cyrus. He asks if she believes that Cyrus truly loves her, and Alice says that she did. "Well that's good then. Because when somebody truly loves you, they can never move on," Will assures her, but Alice utters that her father did: he loved her, and he moved on, and now it's happening again. Alice crouches beside the campfire but soon looks up when she notices something in the sky - an origami swan flying towards her. She holds out her hand and it lands on it, becoming still. Will asks "what the bloody hell" it is, but Alice doesn't answer, and unfolds the swan to reveal a message written on the magic paper from which it's made. "Proof," she finally utters in reply, as she begins to read the letter from Cyrus:

OW102 36
The Queen has the bottle.
My dearest Alice, it took several lifetimes to meet you, but only seconds to love you. And it is a love that cannot be broken, not by a thousand spells nor swords. So it is with my heart in your hands that I ask you to grant me one wish...

As the letter is read, we are shown the Red Queen in her palace, holding Cyrus' bottle in her hand. She soon places it inside a checker-patterned chest and uses a key to lock it inside.

OW102 37
Jafar continues to pursue his goal of changing the laws of magic.
Leave Wonderland. You're not safe here, and you cannot save me. The only thing worse than my own demise would be knowing that I have caused yours.

Jafar is seen entering a cluttered room within his own home. Using his magic, he retrieves a spell book from a cabinet and makes it float before him, again using his magic to turn the pages without touching them. He reads.

I beg you to go home. And know that I am with you always...

We now see Cyrus in his cage in Jafar's dungeon, writing this letter on his magic paper before he sent it to Alice.

OW102 38
Alice writes a message of her own.
Forever thine. Forever mine.

Alice finishes reading the latter with a large smile on her face. She then turns to Will and tells him, "He's alive." Will reminds her that she said when you truly love someone, you don't need proof. "You don't," she tells him, "But it's still nice to have." And with that, she turns the paper over to its blank side and magically writes with her finger the message: "I'm Coming For You!" She then folds the magic paper back into an origami swan and holds it in her hands. Soon, it starts flapping its little paper wings and begins flying away, on its way to deliver Alice's message to her true love.


OW102 Title Card
  • The title card of this episode features the fairy Silvermist.


  • The title of this episode was revealed by executive producer/co-creator Adam Horowitz, via his Twitter account, on August 9, 2013, along with a photograph of the script's cover.[1]
  • This marks Rina Mimoun's first writing credit with the series, and Romeo Tirone's first directing credit.



The episode was watched by 4.53 million American viewers, and received an 18-49 rating/share of 1.2/4, down significantly from the premiere episode. The show placed fifth in its timeslot and twelfth for the night.[2]

Alex Strachan of said, in regards to ratings, "Wonderland’s future may well depend on a change of scenery — a new day and time, no pun intended — where it can be given room to breathe and find an audience" as the series faces competition with The Big Bang Theory.[3]


  • Kylie Peters of DenOfGeek started off with a positive outlet on the series' second episode, saying, "Once Upon a Time in Wonderland settles quickly into a routine in its second episode. Series premieres are jam-packed and high-pressure, and this show does better this week, with extra time to flesh out its story and world." The positive outlet continued to the review's end, where she said "Throughout all this, the show continues on its whimsical note with fairy dust flying, a giant turtle, and a Care Bears reference (the Knave seems to have adapted to our world very well during his time in Storybrooke)." and "The poison apple doesn’t fall far from the Once tree.", referring to Alice's "daddy issues".[4]
  • Lily Sparks of started by commenting on the previous episode's poor ratings, and had a generally mixed outlet on the episode throughout her review. She ended by saying "Basically, more problems is what we need. More problems and fewer emptyess threats. And keep the crazy coming! I don’t want to see this show fail, but I also don't want to see this show as badly as I want to see OUAT from week to week, and that comparison is not flattering."[5]


Gallery of photographic stills released to promote the episode.

External Links


  1. Adam Horowitz tweet.
  3. TV Thursday: Once Upon a Time in Wonderland bold and enchanting from (October 17, 2013)
  4. Once Upon a Time in Wonderland episode 2 review: Trust Me by Kylie Peters, from DenOfGeek (October 20, 2013)
  5. Once Upon a Time in Wonderland "Trust Me" Review: Off Like a Herd of Turtles by Lily Sparks, from (October 18, 2013)
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