- August's real identity is revealed as his condition worsens. Regina tries to seduce David to spite Mary Margaret.
- Out of jail, Mary Margaret resumes her teaching job. Meanwhile August Booth takes Emma out of Storybrook to the place where they came into this world to try and make her believe that the stories are true. There he confesses to her his true identity.—Anonymous
- August (Eion Bailey) installs a lock on Mary Margaret and Emma's door to keep Regina (Lana Parrilla) and her skeleton keys out of their apartment. Mary Margaret (Ginnifer Goodwin) is getting ready to go back to her teaching job after her time in jail. Emma (Jennifer Morrison) tells August and Mary Margaret she hired Mr. Gold (Robert Carlyle) to help build a case for taking Henry (Jared Gilmore) away from Regina. Mary Margaret asks if she's ready to be Henry's mom and Emma says yes. Henry contacts Emma on the walkie talkie and asks her to meet him at Granny's due to an emergency. Emma leaves right away. August suggests Emma take the day off and go with him to a secret location. Emma says her kid needs her. She doesn't have time.
At Granny's, Henry tells Emma someone added a new but unfinished story to the book about Pinocchio.
In Fairy Tale Land, Pinocchio and his father are on a raft in a stormy sea trying to outrun a whale. There's only one life vest and Pinocchio refuses to take it, telling his father to "save yourself." The father wakes up the next morning on a beach with the life vest. He finds Pinocchio dead, face down on the beach. The father picks him up and cries the he wishes he could have saved him. The Blue Fairy (Keegan Connor Tracy) floats downs from the sky. "You still can," she says. She waves her wand over Pinocchio and he's transformed from a puppet to a boy. He wakes up and says, "I'm a real boy." The father thanks the fairy. "This is all I've ever wanted," he says. She tells them to go live as a family. The Blue Fairy reminds Pinocchio to be "brave, truthful and unselfish. So long as you do that you'll always remain a real boy."
Back in Storybrooke, August calls Mr. Gold and says they have to talk about a problem with Emma. As he's getting up to leave, he jumps back in pain and pulls up his pants leg to reveal a wooden stick where his leg should be.
Regina approaches Mary Margaret at school, explaining she's there because Henry forgot his lunch. Mary Margaret tells Regina he's with "his mother." Regina asks if there's something wrong with Mary Margaret who tells her "not anymore," although she had been framed for murder by "someone." When Regina asks if she's insinuating something, Mary Margaret replies she is but she forgives her because only someone terribly lonely would try to attack other people's happiness.
"It won't make you happy," she tells her. As Henry walks up, Mary Margaret walks away. Regina tells him she wants to transfer him to a new class. He asks Regina if she wants him to have a new teacher because she framed Mary Margaret. When Regina asks if Henry thinks she's capable of such a thing, he replies, "Of course. You're the evil queen." Regina tells him the fairy tales aren't real. Henry tells her she can't stop Snow White from getting her happy ending or being with Prince Charming.
"The curse will end. Good will win," says Henry before insisting he won't transfer to a new class.
August enters Mr. Gold's shop to find an old man (who we recognize as Pinocchio's father) trying to sell an antique clock. August seems shocked to see the old man. The old man, who doesn't seem to recognize August, leaves and Mr. Gold asks if it's August's first time seeing "dear old Dad since you arrived in Storybrooke?"
Mr. Gold asks why a man who says he's about to die can't say hello to his own father. August replies that is his business. Mr. Gold says August claims to be the only person who can get Emma to believe and do what she was brought to Storybrooke to do. August says Emma is slowing things down because all she can think about is getting custody of Henry. August asks Mr. Gold to steer Emma to him through his legal advice about custody. Mr. Gold says he has trouble trusting August given what he knows about his nature.
In Fairy Tale Land, Pinocchio helps his father fix a coo-coo clock. When Jiminy Cricket pops out of the clock tied up, the father asks Pinocchio if he did this and reminds him what the Blue Fairy said about being a good boy. Jiminy says Pinocchio didn't mean any harm. The Blue Fairy appears and says she has bad news. Pinocchio leaves the room with Jiminy. The Blue Fairy tells Pinocchio's father the Evil Queen has threatened the kingdom with a curse. She says there's hope if the father will help. She tells him Snow White is about to have a baby who will save everyone in the kingdom when she reaches her 28th year. Pinocchio's father asks how he can protect this child. The Blue Fairy tells him there's an enchanted tree -- like the one he carved Pinocchio from -- that can protect Snow White's child from the Queen's magic if carved into a wardrobe. Pinocchio's father says he's already lost too much to lose his boy.
Back in Storybrooke, Emma tells Mr. Gold she has to save Henry from Regina. Mr. Gold says he won't take her case because they can't prove what Regina did and she has too much power in town. Emma urges him to change his mind, but he says he's not the man to help her beat Regina. Emma leaves angry and goes to August's house. She tells him she's out of options and he once said to beat Regina she needs to see the "big picture."
"Show it to me," she says to August.
David (Josh Dallas) sees Regina struggling with her car, which she says won't start. He checks it out and says the battery is dead, and offers her a ride because she has a car full of groceries. She accepts, and calls him her "knight in shining armor." She invites him to stay for dinner once they get to her house. David says it's late and he has to get up early for work. He goes inside and Regina sees a note addressed to "Mom." We see it's blank, but she tells David the note is from Henry. He's having dinner with a friend and won't be coming home. She tells David she shouldn't be burdening him with her problems. He starts to leave, then decides to stay for dinner after all. Regina smiles that evil smile.
In Fairy Tale Land, Gepetto (Tony Amendola), Pinocchio, Jiminy (Raphael Sbarge) and the Blue Fairy find the enchanted oak tree. Gepetto says he can make a wardrobe out of it. The wardrobe has to be big enough to protect two from the Queen's curse -- Snow White and the prince -- who will step inside before the curse strikes, and travel to a distant land where Snow will give birth to her child. When the child reaches her 28th year, she'll begin the battle that will defeat the Evil Queen. Gepetto realizes once the curse strikes, Pinocchio will turn back into a puppet. The Blue Fairy says it's impossible to know for sure. Gepetto asks to give Pinocchio one of the two safe spots in the wardrobe. Jiminy tells Gepetto he can't bargain with the fate of the whole kingdom. Gepetto says Pinocchio goes into the wardrobe or no one does. He tells the Blue Fairy to tell the prince and Snow White there is only enough magic in the tree to protect one person.
At the round table, the Blue Fairy explains the magic of the tree. Gepetto confirms he can build it. She includes the one caveat, the tree can protect only one and a choice must be made.
In Storybrooke, August is taking Emma on a trip to tell her his story. And they leave Storybrooke.
David and Regina wrap up dinner, and David compliments Regina's lasagna by telling her "you really know how to work some magic." She and we get the irony, but he doesn't. Eventually, David asks Regina to tell him the story of how she found him. She remembers it being a cold night and it was late. She went back for her forgotten phone and saw David on the side of the road, unconscious. David thinks it's almost like the universe wanted her to find him. She moves in for a kiss, but David backs away and says "this is great like it is.' He leaves. After David is gone, Regina angrily throws a glass at a mirror and shatters it.
In Fairy Tale Land, Snow White is in labor and the wardrobe isn't yet finished. The curse is almost upon them, The Blue Fairy tells Gepetto that Pinocchio can't go into the wardrobe. After she leaves, Gepetto tells Pinocchio to get into the wardrobe. Pinocchio resists lying, but goes along with Gepetto's plan. Gepetto makes Pinocchio promise in 28 years he will make sure the savior believes. Pinocchio gets in. Gepetto tells him, "You will find me again, and on that day I will look at you with pride. You will be a great man, my son."
Gepetto closes the doors, there is a rumble, and he opens the doors to find the wardrobe empty. He cries.
Outside Storybrooke, we see August driving Emma on his motorcycle. They arrive at a diner Emma recognizes. August says he was the 7-year-old boy who found Emma when she was a baby.
Pinocchio pops out of a tree in a forest, but it's clearly a different time when he sees a commercial airplane fly over him. He bumps the tree again and gets a jolt filled with flashbacks to his father and the moment he was sent away in the wardrobe. There is another jolt. Pinocchio finds a crying baby in a tree. He picks the baby up.
Outside Storybrooke, Emma tells August she's done listening to his story. But he tells her more details about the blanket she was wrapped in when he found her. He says he lied about where he found her in order to protect her. He tells her they both came into this world through the tree they're standing next to. He says the unfinished story from Henry's book, which he wrote, ends with her believing. She leaves and he gives chase, only until he falls over in pain. He explains he was in Phuket, Thailand, a beautiful place, when Emma decided to stay in Storybrooke. She asks how he knows when she decided to stay and he says he woke up at 8:15 in the morning with a shooting pain in his leg. That's 8:15 p.m. in Storybrooke, and that's when time started to move forward again in the town. He says he was supposed to be there for her and he wasn't, which was why he needed a painful reminder.
He tries to show her his wooden leg, but she can't see it. She only sees a leg. He says her denial is worse than he thought, but she says she doesn't want the fate of everyone in the town on her shoulders. She only wants Henry. He tells her she's everyone's "only hope."
"Then you're all screwed," she says before walking away.
In a flashback, we see Pinochhio making funny faces in a foster home to stop Baby Emma's crying. Another kid shows Pinocchio a wad of cash he found in a sock drawer in the house and says it's enough to buy them all bus tickets out of town. Pinocchio wants to bring Emma, but can't. He decides to go away, leaving Emma behind.
In Storybrooke, August walks up and sees the man he knows is his father working on the coo-coo clock. He gives him a tip on how to make it work and the man tries it with success. He flashes a smile and asks, "Who taught you that?"
August says, "My father."
The man says August's father must be very proud. August says he doesn't think he turned out to be the man his father wanted him to be. August says he had a chance to fulfill a promise but by the time he got around to it, it might have been too late. The older man says if he had a son, he'd be proud as long as he tried to follow through and correct his mistake. August asks the man if he'd be willing to take on an assistant, and the man says he can't pay him.
"I just feel like fixing things," August says. The man invites him into the garage.
Henry wakes up that night to a "code red" on the walkie talkie from Emma. She says she needs to talk to him about them. He goes outside to talk. Emma asks if he wants to get away from Regina and live with Emma.
"More than anything," he says.
She tells him to buckle up because they're leaving Storybrooke. And she drives off.
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