ONCE UPON A TIME "Down the Rabbit Hole" Written By Catherine McManus

508.826.1844 catherinemcmanus@me.com

INT. STORYBROOKE ELEMENTARY - MARY MARGARETS CLASS - DAY

Its a gloomy day in Storybrooke, Maine. The gray clouds roll in and linger in the sky. They dont seem to be moving. HENRY looks outside as rain falls down on the town, and as the water falls down the big glass windows. MARY MARGARET BLANCHARDs fourth grade class is listening to her words intently, or at least most are. MARY MARGARET Now, we all know that each and every one us is different from each other. But, we do have one thing in common. The children stare at her, almost begging her to finish the school clock almost reads 3PM. MARY MARGARET (CONT.) No matter if were tall, short, a girl, a boy, light skinned, or dark skinned, we all come from somewhere. We all have a family. Henry looks from the window toward Mary Margaret. Suddenly, he seems interested. MARY MARGARET (CONT.) Now, none of our families are the same. Some of us have moms, dads, brothers, sisters, and grandparents, but some of us have others we consider family. Mary Margaret begins to draw a huge tree on the chalk board. A girl, PAIGE, looks at Henry and then back at Mary Margaret. She appears to be curious about something. Henry hardly notices the girl looking at him. MARY MARGARET (CONT.) For your assignment this weekend, I want you to research your own families. Where were you born? Whats your heritage? She turns to face the class as she finishes drawing her tree. Then, the bell RINGS, and school lets out.

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MARY MARGARET (CONT.) Discover your family tree! This is due on Monday! Most of the kids leave the classroom in a hurry, gathering their belongings as quickly as possible, while some, including Henry and Paige, drag behind. MARY MARGARET (CONT.) Henry, can I talk to you for a moment? Paige, who had seemed to be waiting for him watches as he makes his way toward the teacher, and then, she walks out of the classroom. MARY MARGARET (CONT.) Are you okay? You seemed a bit distracted. HENRY Im fine Ms. Blanchard. MARY MARGARET Let me ask you a question, Henry. He nods. MARY MARGARET (CONT.) What do you plan on doing for your project? HENRY I dont know. I guess I wanted to ask Emma, but my mom... I dont think she would like that. MARY MARGARET You could always ask both of them. Theyre both your family. HENRY I guess. As he puts his jacket on, he stares off at the tree, somber, thoughtful. Then the tree becomes real. We are no longer in Storybrooke...

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EXT. WOODED PATH - DAY - FAIRY TALE LAND

Two figures walk down a path surrounded by woods on either side. One is a woman, early 30s, and beautiful. She wears a long cloak, the hood down. Her name is CLARE, and she carries a basket full of beautiful flowers. The other figure is much smaller, a female child. She looks like she could be the older ones daughter - her features are similar, she wears a cloak as well - but shes not her daughter. We recognize the girl. Its Paige, the girl from Henrys class, but her name is not Paige here, its GRACE. She appears sad, almost lost as she makes her way with her caretaker. Then she looks up - determined, curious. GRACE Clare? The woman looks down at the girl with a smile. CLARE Yes, Grace? GRACE When do you think my father will return? Clare looks away from the girl. She doesnt seem hopeful. She cuts Grace off as she walks and kneels in front of the girl, now eye level with her. Her is expression is totally different. Its confident and warm. CLARE Soon. Very soon. Though I cant say exactly when. GRACE I just want to go home. I miss papa. CLARE I know you do, but he put you in our care until he returns, so in the meantime, we will take care of you. Okay? GRACE Okay.

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Then, from out of nowhere it seems, many HORSES with KINIGHTS on them, followed by a BLACK CARRIAGE and more knights on horses come rushing down the path. Clare sees them, quickly grabs Grace, and pushes them both out of the way of the oncoming darkness. The two wait on the side of the path. Clares head is bowed. Grace just stares. Clare looks out of the corner of her eye checking on Grace. CLARE Bow your head Grace. GRACE Why? CLARE Because that is the Queens carriage and those are her knights. Grace does as Clare asks and bows her head. The carriage and the knights continue racing by until a dark female voice yells for the group to stop. Its the EVIL QUEEN. EVIL QUEEN HALT! Within seconds, the horses are stopped. Then the carriage stops - right in front of Clare and Grace. Their heads are still bowed. The black door quickly opens without anyone opening it. MAGIC. Grace looks up to see whats happening in front of her. Clare sharply whispers to her. CLARE Bow your head, Grace! She watches as steps fall down to the path and then as a dark figure makes it way down them. Its the Evil Queen. She wears black, head to toe. Her extravagant dress hugging the curves of her body and trailing behind her. Her eyes are dark, evil, menacing.

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EVIL QUEEN Who do we have here? Neither of them answer. KNIGHT You will answer the Queen when she speaks to you! Clare raises her head and looks at the Evil Queen as she pulls Grace closer to her. CLARE We were just making our way home. We pick flowers almost a league that way. The Evil Queen comes closer to Clare and picks up a flower. The flower rots in her hand. It begins to fall and turns brown. Some of the petals wilt. Then she drops it back into the basket. EVIL QUEEN You and youre daughter pick flowers together, how quaint. GRACE Shes not my mother. The Evil Queen snaps her head to Grace and studies her. She gets closer to the young girl. EVIL QUEEN Thats right. I remember you youre Jeffersons girl. Where is your father? A small and hardly noticeable smile plays at the Queens lips. She knows exactly where he is, after all she is the one who put him there. GRACE Hes coming back soon. The Evil Queen leans down and runs her hand through Graces hair. EVIL QUEEN That he is... She swirls the hair in her fingers then snaps back up.

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EVIL QUEEN (CONT.) But I didnt come here to discuss the whereabouts of your father. Im looking for someone. A murderer. CLARE Snow White, my Queen? EVIL QUEEN Yes, Snow White. As you know, shes been on the run for sometime now, and she is very dangerous. Her capture is of the essence. You two wouldnt have happened to see her? Clare grabs Grace tighter to her. CLARE No! That would treason. EVIL QUEEN There was word she was seen in these parts not a few nights ago. GRACE We havent seen her! The Evil Queen stares at them both for a long lingering moment, and then begins her return to her carriage. EVIL QUEEN If you do see her, please inform me. She looks at Grace. EVIL QUEEN (CONT.) If you help me, I could help you get your father back. The Queen strides into her carriage. The door shuts behind her elegant and dark figure. Then, the horses and the carriage rush off as Grace and Clare watch them. Clares attention immediately switches to Grace. Shes concerned. CLARE Are you alright? Grace continues to stare off at the Queens carriage. Then she looks back to Clare.

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GRACE Im fine. Lets just go. They begin walking again, but his time, slower, more apprehensive. On a tree they pass, hangs a wanted sign for SNOW WHITE. It has a sketch of her and reads: "WANTED FOR CRIMES AGAINST THE QUEEN: MURDER, TREASON, TREACHERY." Below that, another poster hangs. It has a sketch of a man with long messy hair, its Graces father, JEFFERSON. It reads "MISSING". 3 EXT. STORYBROOKE ELEMENTARY - DAY - LATER 3

The rain it seems has let up for a bit, but the clouds still linger heavily in the sky, rolling in. The ground is wet. Puddles are everywhere. KIDS Henrys age run and play with each other, splashing in puddles. Some hop on buses, and others are greeted by their PARENTS. He watches on as parents embrace their children. Then he looks down and continues playing his video game. EMMA SWAN, the sheriff and his birth mother, approaches him. He doesnt see her, so she sits right down next to him. EMMA Hey, kid. He looks up at her and stops his game. HENRY Hi, Emma. EMMA How was school? HENRY Its school... As he trails off, Emma can sense something is very wrong. She nudges him with her elbow. EMMA Anything new on Operation Cobra? HENRY No, everythings still the same.

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EMMA Listen, I was thinking that since your mom has that meeting tomorrow night, that me and you could go grab some dinner at Grannys. Would you like that? HENRY Are you sure that EMMA Yes. Your moms not gonna be around for a few hours, so we can spend some time together. Her phone RINGS. She looks at the caller ID and then at Henry. EMMA (CONT.) Work calls... Ill see you tomorrow? Henry nods his head as Emma walks away from the him and from the many children at the school. When she nears her yellow buggie, she answers her phone unenthusiastically. EMMA (CONT.) (into the phone) Hello Regina... 4 INT. SHERIFFS OFFICE - DAY REGINA stands in the empty office looking around for any sign of Emma. Shes annoyed, angry. REGINA Miss Swan. How nice of you to answer your phone. Where are you? 5 EXT. STORYBROOKE ELEMENTARY - DAY Emma still stands outside of her car. EMMA Im on my way. Children run and scream at the playground - something that can be heard through the phone. 5 4

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INT. SHERIFFS OFFICE - DAY Regina obviously hears the noise of the children. She knows shes with Henry. She breathes out an annoyed sigh. REGINA This budget isnt going to do itself Miss Swan, and for the love of God, stay away from my son. I dont like repeating myself.

EXT. STORYBROOKE ELEMENTARY - DAY Emma closes her phone without saying a word and looks at Henry with a look of sadness, but she pulls it together and smiles at Henry, waving. From her point of view, he waves back. From Henrys point of view, she enters her car and with one last look, drives off.

Henry turns back around and plays some sort of video game, all by himself, until he notices a presence. Someone is watching him. He looks up to see that Paige is standing only a yard away from him. HENRY Hey Paige. PAIGE Was that your mom? Your real mom? HENRY Yeah. Emmas my real mom. PAIGE Whyd you want to find her? He thinks about it for a moment and then looks up at her. HENRY Something was missing, ya know? I wanted to know her. Something clicks with Paige, a small smile now plays on her face.

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CONTINUED: PAIGE Yeah, I get that... So how did you find her? HENRY Who wants to know? PAIGE I do. HENRY Why? PAIGE Because I do. HENRY But why? Shes hesistant. Then she sits down next to him. PAIGE Can you keep a secret? HENRY Yeah, of course.

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Paige is hesitant for another moment then looks at Henry straight on. PAIGE Im adopted too. HENRY Oh... I didnt know... PAIGE Yeah. Nobody else does. HENRY So why are you telling me? I mean, were not exactly friends. PAIGE Well, you found your mom, didnt you? HENRY Yeah. Why? PAIGE Henry, I want you to help me find my birth parents.

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--END TEASER--

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EXT. COTTAGE - NIGHT - FAIRY TALE LAND Magic hour. The sun is just barely visible in the horizon, setting after a long day. We see a modest cottage made from logs with green shutters, a perfect sized home for a small family. Smoke comes out from the chimney that floats into the woods that surround the home. Outside, a man, CALEB, Clares husband - attractive, early 30s - chops the last bit of firewood and throws it into a large pile.

Done with his days work, he throws an axe into a stump with all of his force, wipes his brow, and enters the home. 9 INT. COTTAGE - NIGHT - FAIRY TALE LAND - CONTINUOUS 9

Clare puts dinner on the table as Caleb walks into the cottage. Caleb sits down in a chair next to Grace, who plays with a stuffed animal - a white rabbit. He directs a question to Grace. CALEB How was your day? She doesnt answer, but rather continues to play with her rabbit. Clare sits down across from Caleb. She appears to be worried. CLARE It was good. We had fun, didnt we, Grace? Still no answer, but the pair continue to be patient. Caleb looks around the house - its decorated with pretty colorful flowers. CALEB Your flowers look pretty, Grace. GRACE You should have seen what the Queen did to one of the them. He looks concerned.

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CONTINUED: CALEB You saw the Queen today? CLARE Only for a moment. She asked us if we had seen Snow White - thats all. CALEB Are you okay, Grace? GRACE She said my father was coming back soon. Caleb and Clare exchange a look. GRACE (CONT.) Do you know when hes coming back? She looks at them both pleadingly. CALEB You know that we dont, Grace. GRACE But its been nearly three months. We can at least search for him again. CLARE Its no use, Grace. The forest has grown increasingly dangerous especially with the sighting of Snow White. We dont think its a good idea. GRACE But she said if I helped her catch Snow White that she would help me find my father. CALEB If Snow White nearly killed the Queen and has been able to avoid her for this long, theres nothing any of us can do. CLARE Grace, honey, weve tried to find him. Hes not out there.

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Grace looks at them hard and pleading as she gets up from her chair with the rabbit in her hand. (CONTINUED)

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GRACE May I be excused? Clare and Caleb look at her and before they can say a word she retreats to her room. 10 INT. GRACES ROOOM - NIGHT - FAIRY TALE LAND - CONTINUOUS 10 Grace enters her room in a fume like any pre-adolescent angry at world. She throws her stuffed rabbit on the bed and looks out the window - its nearly dark on the beautiful night and the slight breeze blows in the room. Then an idea! She grabs her cloak and some parchment sitting on a table with her fathers face on them. Then she makes her way over to her window and climbs out. CUT TO: 11 INT. SHERIFFS OFFICE - DAY 11

Emma is busy at work on her computer. Perhaps shes making a report on a crime, but instead shes researching something, or rather someone. She types the name, REGINA MILLS into her database. Articles upon articles pop up. MILLS ELECTED MAYOR. MAYOR CLOSES DANGEROUS MINES. SCHOOL BUDGET RAISED, MILLS COMMENDED. MILLS ENDORSES SHERIFF - this one has a picture of GRAHAM beneath it. Emma pauses for a moment before moving on. She looks for anything negative, but cant find a single thing - shes clean. Everything is too positive. She stares at her computer, stumped. EMMA No ones this clean.

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HENRY (O.S.) Whatd you say? Emma immediately turns around to find Henry making his way toward her. Quickly, she tries to exit of her browser and does so successfully. HENRY (CONT.) What are you doing? She tries to think of an excuse. Anything really. EMMA Just some stuff for Operation Cobra. What are you doing here? HENRY I need to use your computer. EMMA You have one at home, right? HENRY Yeah, but this is for Operation Cobra, and my mom checks it, so... EMMA Yeah, of course. Go for it. She gets up out of her chair for Henry and makes her way toward the window. Its raining very steadily. Henry sits down and begins typing. Its silent for a moment. They both look like they want to say something, but Henry speaks first. HENRY Emma? Emma still stares out the window as the rain falls, splashing in puddles and hitting empty cars. EMMA Yeah, kid? HENRY What was my dad like? Slowly, she turns around to face him.

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EMMA Henry, I dont think this is HENRY I know you dont like to talk about it, but am I like him? Do I look like him? EMMA Well, you definitely didnt get my blonde hair, but personality wise... youre definitely my kid. He smiles at her, almost satisfied with the answer. Then he scribbles something down on a piece of paper. HENRY Were you like me when you were a kid? EMMA Um... yeah I think REGINA (O.S.) Henry. You should be home by now. Regina stands in the doorway, lurking, and interrupting their conversation. His face falls, but he closes the browser hes in and makes his way toward Regina. HENRY Later, Emma. EMMA See ya, kid. Henry makes his way toward Regina. REGINA Please wait in the hall, Henry. He does as hes told. REGINA (CONT.) Stay away from my son, Miss Swan. EMMA I can do that, but I cant promise hell stay away from me.

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REGINA Youre treading on thin ice. I wont tell you again. Regina exits the office, leaving Emma, alone yet again. CUT TO: 12 EXT. STORYBROOKE ELEMENTARY - DAY 12

Just like the previous day, Henry sits outside of school on bench, but hes more aware, alert. It still rains today - light and even. Kids yell and scream, chasing one another and climbing on every sort of thing. Then, he sees Paige make her way over to him and finally sit down. PAIGE Anything? Henry holds up his hand with a piece of paper in it. HENRY Just an address. She reaches for his hand where the paper is, but he quickly pulls it away. HENRY (CONT.) Are you sure you want to know? PAIGE Yes. Now please, can I have the paper? HENRY Theres just one thing you should know - the address... its in Storybrooke. CUT TO:

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INT. PAIGES HOUSE - DINNING ROOM - NIGHT

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As the day comes to a close, it seems the storm brewing outside has become increasingly worse. The rain is now thick and heavy - coming down loudly on a house. At a dinning room table, Paige and her two parents, who we recognize as Clare and Caleb from the Fairy Tale Land, sit eating diner. Here, their names are SHANNON and MARK JOHNSON. All is quiet except for the rain outside. On edge, Paige plays with her food and nervously looks between her parents. PAIGE Mom? Dad? They both look up toward her. PAIGE (CONT.) Wheres 87 Pinecrest Drive? Her parents look at each other confused. SHANNON Why do you ask? PAIGE Some kids at school were talking about it today. They both think for a second. SHANNON I have no idea. MARK Isnt it on the outskirts of town? That rich guy lives there. SHANNON Jefferson, right? Paige says his name, not like a question, but like a strange word you say for the first time. PAIGE Jefferson.

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MARK Yeah, thats his name. PAIGE May I be excused? SHANNON Whats wrong, honey? Youve hardly touched your dinner. PAIGE I just dont feel well, can I go? SHANNON Yes, of course. Paige gets up from the dinning room table and makes her way up the stairs and -14 INT. PAIGES HOUSE - PAIGES ROOM - NIGHT - CONTINUOUS Into her room. She grabs a rain jacket and opens her window. Its a long way down, but a white fence with greenery on it, will guide her way down. With not even a second though, Paige climbs out of her window and into the dark and stormy night. -- END ACT I -14

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INT. PAIGES HOUSE - HALLWAY - NIGHT Shannon knocks on Paiges door - light wrapping. SHANNON Paige, honey, are you okay in there? No answer. Shannon enters opens the door and --

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INT. PAIGES HOUSE - PAIGES ROOM - NIGHT - CONTINUOUS Enters Paiges room. SHANNON I know youre not hungry -

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She stops dead in her tracks. No one is there. Not a single soul. SHANNON Paige? She looks around the room. At a desk. In a closet. SHANNON PAIGE? Her movements are quicker as she continues searching. But then her eyes settle on something. An open window letting rain in. She looks out the window and into the dark woods on the stormy night with a look of terror on her face. 17 EXT. WOODS - NIGHT - FAIRY TALE LAND 17

The woods are dark. The trees stretch high above the ground blocking out any light the moon offers. Grace is alone. Scared. She wonders around mindless, lost, not knowing where to go. She clutches a piece of parchment. Her hands are extended out in front of her searching.

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Twigs snap. Leaves ruffle. She looks around but no one is there. She is alone in the dark woods. Then theres light. She follows it to find a campsite, but no one is there. Were no longer seeing Grace from her P.O.V. any more. Shes being watched. Stalked. Hunted. The mysterious figure moves, passing in the shadows of the trees - Grace never seeing them. Snapping. Ruffling. The wind blows hard and heavy. Grace checks over her shoulder. Nothing. GRACE Is someone there? No one answers. Silence. Then a concerned female voice. Strong, sweet, but more than anything else, kind. Its SNOW WHITE, but Grace doesnt know that yet. The sound comes from behind Grace. SNOW WHITE Are you lost? Grace turns to see a hooded figure whose features can hardly be made out under their cloak. GRACE Im trying to find my father. Have you seen him? Grace holds up the piece of parchment she clutches. SNOW WHITE I havent seen anyone for days. But come, sit, rest. Ill help you find your father tomorrow. Grace is skeptical, but still, she does as the mysterious figure says. After all the poor girl is tired. The mysterious figure takes their cloak off, back facing the girl.

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SNOW WHITE (CONT.) Tell me, whats your name? Grace watches Snow carefully and as shes about to say something, stops. The figure has turned around. Its SNOW WHITE. The young girl is frightened, but attempts to keep her composure. GRACE I dont know you. How do I know I can trust you? Snow is hesitant for a moment before she pulls out an apple as red as blood. She hands it to the girl. SNOW WHITE Its my last bit of food. You can have it. The apple sits on her hand as Grace looks at it. SNOW WHITE (CONT.) I promise... (she bites the apple) Its not poison. Grace takes the apple from the stranger. GRACE Alice. My names Alice. Grace takes a bite of the apple. 18 INT. MARY MARGARETS APARTMENT - NIGHT 18

The rain falls hard, steady, consistent. Its not letting up any time soon. Mary Margaret, in her kitchen making hot chocolate, looks up as she hears a key unlock her door. Its Emma, and shes soaking wet. MARY MARGARET I think you need to invest in an umbrella. Emmas not amused. She glares at Mary Margaret as she attempts to shake off the water, but its no use. Shes drenched. (CONTINUED)

CONTINUED: She takes off her jacket and hangs it on a rack. MARY MARGARET (CONT.) Rough day? EMMA I had budget meetings with Regina all day.

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Mary Margarets sympathetic. Who would want to do budgets all day, let alone with Regina of all people. MARY MARGARET Oh... EMMA Yeah... She pauses for a moment. Theres something she wants to say, but its not coming out. MARY MARGARET Whats going on? EMMA Henry asked me about his dad. MARY MARGARET Oh... thats probably my fault... She sits down at the kitchen table with her hot chocolate. Emma seems confused. MARY MARGARET (CONT.) I meant to tell you... but you see, every year I assign this project, and the kids have to investigate their family trees. Find their ancestry. Discover where they come from. EMMA Oh... Emma sits down at the same table as Mary Margaret. MARY MARGARET Hes just curious Emma. He wants to know you. Wouldnt you wanna know your birth parents too? She looks at Mary Margaret, sad, full of emotion.

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EMMA I dont know if I would. I kinda just gave up on them. I figured... I dont know... they wouldnt care. MARY MARGARET And you dont think Henry was afraid of that? They sit there for a moment not saying anything. EMMA What if I disappoint him? Mary Margaret reaches her hand across the table, finally settling on it on Emmas. MARY MARGARET Henry adores you, Emma. I dont think you could disappoint him. Look what youre doing now - you stayed for him. I dont think thats disappointment. EMMA I cant even tell him the truth about his father. Emmas eyes begin to water, tears slowly forming in them. MARY MARGARET And maybe he doesnt need to know that right now. Emma can only shake her head. MARY MARGARET (CONT.) Emma, he just wants to know you. Thats it. Youre a part of him. Why do you think he went all the way to Boston? Mary Margaret looks at Emma, on the verge of tears, and tries to console her. MARY MARGARET (CONT.) He wants a mom. He wants to know his mom. Mary Margaret pushes her the untouched hot chocolate toward Emma.

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CONTINUED: MARY MARGARET (CONT.) Here, you have this. Ill make some more. EMMA Thanks, Mary Margaret.

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She smiles at Emma, gets up and heads toward the kitchen area. Emma dips her finger in the whip cream and eats it. Its coated in cinnamon. She looks at the hot chocolate and then back at Mary Margaret who makes more hot chocolate in the kitchen. Then, her phone RINGS. She grabs it from her pocket and answers it. EMMA Sheriff Swan... What?... When was this?... I understand... Get people out there now. Im on my way. Emma gets up and grabs her jacket. MARY MARGARET Whats going on? EMMA Theres a little girl missing. 19 EXT. WOODS - CAMP - NIGHT - FAIRY TALE LAND Grace sleeps close to a fire that is beginning to die. It cant have much longer. Then Grace opens her eyes and begins to get up. She glances in the direction of Snow to make sure shes asleep, but Snow is nowhere to be seen. Quickly, she looks around. She starts to get on her feet this is her chance to escape. In the distance, twigs snap. Someone is close and theyre in a hurry - Snow White. Grace grabs her cloak and as fast as she can,heads away from the camp with each pace getting quicker and quicker. Just as Grace has made her escape, Snow returns in a hurry. Shes worried, obviously nervous about something. (CONTINUED) 19

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In a hurry, she begins packing up her things. SNOW WHITE Alice! Alice! Get up! We have to go! Its a full moon tonight. The wolves are out. We have to find a safer place to As Snow looks over toward where she left a peacefully sleeping Grace, she sees that no one is there. SNOW WHITE Alice? ALICE? 20 EXT. WOODS - NIGHT - FAIRY TALE LAND - CONTINUOUS 20

Alices name echos in the woods. As she hears her name, she quickens her pace. Shes running now, through the woods. Her breathing is heavy and deep. Grace is scared but she keeps moving. It appears that someone is watching her. She looks over her back, still running, not stopping. Leaves ruffle, twigs snap. In the distance a wolf howls. Grace is on the run. Running. Running. Running. Then, right where she is, there is no more snapping. Theres nothing. No ground beneath her. She falls. And falls. And falls. It seems never ending as she screams. Her hair and her cloak blowing all over the place as she continues her plummet toward the ground. -- END ACT II --

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EXT. PAIGES HOUSE - NIGHT The rain pours down heavy and hard in the dark night, showing no signs of stopping anytime soon. The lights in the house are on, shadows can be seen moving throughout the home both upstairs and downstairs.

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INT. PAIGES HOUSE - LIVING ROOM - NIGHT - CONTINUOUS Emma enters the living room where Regina sits with Paiges parents, Shannon and Mark.

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The pair are a mess. A worried Mark comforts his crying wife who can barely say anything audible. Regina, sitting across from the pair, looks up at Emma as she enters the room and motions to the seat next to her. REGINA Please, Miss Swan, sit. Emma sits next to Regina and begins looking around the room. Pictures of the happy family are everywhere - all smiles, all better days. Sitting on a coffee table between the parents and Emma is the latest school picture of Paige. Emma turns it toward herself and studies it. EMMA Mr. and Mrs. Johnson, Im Emma Swan. Im going to help you find your little girl, but before I do that, I just need to ask you a few questions. The pair look up at her and nod in approval. MARK Okay. EMMA When was the last time you saw Paige? MARK At dinner. Maybe... seven.

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EMMA And when did you notice she was missing? SHANNON I went to go... go check on her in her room, and she wasnt there. EMMA Was she angry? Do you think she would have run away? They take a moment to think. EMMA (CONT.) Or do you think... Shannon breaks down in more tears. REGINA Miss Swan, a word? Emma looks toward Regina as she gets up and walks into a hallway. Emma follows. 23 INT. PAIGES HOUSE - HALLWAY - NIGHT - CONTINUOUS 23

The hallway is dark and deserted, the casual deputy walking by. Regina is not the same person she was in the other room. She has gone from someone who appeared to be kind to someone who is stern, and ice cold. REGINA What do you think youre doing? EMMA My job REGINA You cannot ask them questions like that. Theyre in a fragile state. Emma steps closer. EMMA Look, if were going to find Paige, I need to know everything. This matter isnt delicate, and I wont treat it that way.

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REGINA You need to think about how your questions are effecting them EMMA All Im thinking about right now is finding their little girl, and if I have to ask them difficult questions, so be it.. A lingering silence, neither woman letting up their ground. REGINA So what exactly is your plan? EMMA We set up a search party, immediately. Send one into town and another into the woods. REGINA In this weather? Are you crazy? Someone could get hurt. The streets are flooding, and theres no telling how dangerous those woods are. We should hold off until morning. Emma takes another step closer. EMMA Im the sheriff. Its my case, and what I say goes. REGINA Well, Im the mayor, Miss Swan. Its my town, and Im telling you that we can wait until morning. Regina stares at Emma, hard and cold, but Emma stares right back, never backing off. EMMA What if it was Henry? Theres a sudden change in Reginas face. What if it was Henry? REGINA This has nothing to do with my son, Ms. Swan.

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CONTINUED: EMMA Regardless, theres a little girl out there we need to find. 24 EXT. WOODS - NIGHT

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24

Paige walks through the dark and wet woods, rain falling hard onto the ground. Twigs and leaves snap under her feet as she carefully makes her way. She points her flashlight everywhere, looking for something, anything. Then she stops and listens. Rain. Rain. More rain. Then as passing car. She follows the sound, going faster and faster. Underneath her feat are leaves, grass, and twigs, but then it changes to wood. As quick as she is moving, she doesnt have time to get off the faulty wood as it breaks beneath her, giving into a well. She falls, screaming the whole time before hitting the ground and falling into a pit of water. 25 EXT. WONDERLAND - FOREST - DAY 25

Were close up on Graces face as she opens her eyes. Light spills on her face. Slowly, she gets up and begins checking herself. Miraculously she appears to be okay - theres not one single scratch on her. She begins to look around - this is no place shes ever been. Yes, its a forest, but everythings much different. The trees are curvy and not as tall. Huge mushrooms grow out of the ground - some growing even taller than her. She walks, looking around at her colorful environment until she finally reaches a crossroads with many ways to go. (CONTINUED)

CONTINUED:

31.

Grace looks down each path, obviously not knowing where to go. Her only reference is a tree with sign on it. "THAT WAY", "THIS WAY", "UP", "BACK", "AROUND". They confuse her, so she continues going straight. CHESIRE CAT (O.S.) Lost, are we? Grace looks around, but no one is there. GRACE Hello? She continues to look around until she spots a pair of eyes on a tree branch. Floating eyes. Then, a mouth appears. CHESIRE CAT You seem lost. Slowly the cats features begin to show. GRACE Yes, but well, what... youre a cat? CHESIRE CAT A Chesire Cat to be exact. Grace just looks for a moment, even talking cats are a stretch for the land she lives in. GRACE Where are we? CHESIRE CAT Why youre in Wonderland. GRACE Wonderland? CHESIRE CAT Yes, and you seem, well, lost. GRACE Im looking for someone. A man. She pulls out her piece of parchment, but the cat disappears before her eyes. CHESIRE CAT (O.S.) There are lots of men. Tall men. Short men. Fat men. Skinny men. (CONTINUED)

CONTINUED:

32.

Grace looks toward another tree, and he magically appears. GRACE This man. She shows the picture of her father, and the cat laughs. CHESIRE CAT Seen him? GRACE Well have you? CHESIRE CAT Why, of course. GRACE Well, where is he? CHESIRE CAT Where is who? GRACE This man. CHESIRE CAT You see... The cat disappears again. CHESIRE CAT (O.S.) Jefferson is not that mans name. He slowly reappears on another tree and Grace turns to see him. GRACE I think I know my own fathers name. CHESIRE CAT Your father? Grace has grown increasingly frustrated. GRACE Yes, now can you please tell me where he is? CHESIRE CAT Where he is, is that way... (he points his tail) but where he went is this way. (CONTINUED)

CONTINUED:

33.

The cats tail starts swirling around, pointing in every direction until he finally settles on one. GRACE Can you take me to him? CHESIRE CAT Yes, but I must warn you... He disappears and reappears on yet another tree around Grace. CHESIRE CAT (CONT.) He has gone a bit... (laughing) Mad. Once more the cat disappears, but in front of Grace, his paw prints appear, leading her through the forest. 26 EXT. WOODS - WELL - NIGHT It continues to rain hard in Storybrooke. Paige wakes up when she breaths in a bit of water. She shoots up, gasping for breath. She winces in pain as she grabs her left leg, nearly consumed with the height of the water. Theres a light though, and she can see it under the water. Hesitantly, she reaches for it, pulling out her flashlight. It appears to be okay. Paige shines it up toward the surface. She fell at least twenty feet into a narrow well made of stone. She looks around at where she is. There is no where to go but up. She feels the stones, but theyre are no holes, no way for her to climb out. Still, she tries, and as she lifts her left leg up, cries out in pain. Theres no way shes getting out of that well by herself. Paige looks up to the surface, the rain still falling on her face. Shes terrified. 26

(CONTINUED)

CONTINUED:

34.

PAIGE Help! Someone, please, help! 27 EXT. WOODS - NIGHT Paiges cries can barely be heard in the deserted forest. Its very faint. PAIGE Help! Even more faint. PAIGE Help! Then theres nothing except the sound of the rain. -- END ACT III -27

(CONTINUED)

CONTINUED:

35.

28

EXT. PAIGES BACKYARD - WOODS - NIGHT

28

Rain pours down in sheets as VOLUNTEERS begin searching the woods. Spots of light roam in the distance - people with flashlights searching and calling out Paiges name with no answer. Emma stands outside under a portable tent that has been set up with Regina, RUBY, and MR. GOLD - all whom seem to be involved in an animated conversation. EMMA Whats the status downtown, Ruby? RUBY We still have nothing - no ones seen her, but were keeping Grannys open as long as theres people out looking. EMMA Good, keep people in good spirits. All three look at her, expecting more news, more anything, but there is nothing - just the looks. MR. GOLD And whats the update here, Ms. Swan? EMMA We just got a few more people who are helping us search the woods, but we still have nothing. Regina looks at her expectantly. REGINA What else Ms. Swan? EMMA What do you mean, "What else?" REGINA Are you forgetting about the woman with the sprained ankle already? Or about the three accidents in town tonight?

(CONTINUED)

CONTINUED:

36.

MR. GOLD Shes doing the best she can, but REGINA No, but nothing. This is dangerous. Streets are flooded, there are power outages, and people are getting hurt. MR. GOLD Regina REGINA No, I should have never let this go on in the first place. Emma is sick of hearing about the matter. EMMA Madame Mayor, with all due respect, this wasnt your call. It was mine. And I say, we look for the girl until we find her. A stare off. REGINA Making you sheriff was the worst decision this town has made. EMMA Well see about that. Then, almost from out of nowhere, Henry appears. HENRY Mom. Both of the woman look at the boy at the same time. REGINA Yes? HENRY I need to talk to Emma. REGINA This isnt a good time, Henry. HENRY Yes it is. Emma?

(CONTINUED)

CONTINUED: EMMA Yeah, kid? HENRY I know where Paige went.

37.

With those words, Henry has everyones full attention Regina, Emma, and the three others included in the meeting. 29 EXT. WONDERLAND - FOREST - DAY Grace continues to follow the Chesire Cat as he leads her down a series of strange paths. They pass mushrooms towering tall and taller over her tiny frame. A larger than life caterpillar smoking out of a large pipe. He blows smoke in her face. Grace coughs as the smoke fills the air around her. From a cliff you can see a giant maze made from hedges, constantly shifting. Soldiers with square bodies march around the outside of the maze patrolling the perimeter. They seem to be on alert, as some run into the forest with their spears at the ready. GRACE What are those? CHESIRE CAT Those? GRACE Those things marching down there. The cat disappears onto a high branch and looks down at the soldiers. CHESIRE CAT They are the Queen of Hearts soldiers. Ridiculous creatures. GRACE The Queen of Hearts? The Chesire Cat continues to lead Grace down a long and twisted path, the features of his face floating in front of Grace as she walks. (CONTINUED) 29

CONTINUED: CHESIRE CAT My dear child - shes the...

38.

He disappears again before finally arriving right by her ear to whisper the rest of his sentence. CHESIRE CAT (CONT.) The daft and wicked Queen who will remove your head before you can say Wonderland. They come upon a large table filled with items for a tea party - but its strange. Some of the glasses are cut in half, unable to hold any sort of liquid. And there are hats. Hats of every shape, size, and color, everywhere. CHESIRE CAT (CONT.) Hatter? No response. CHESIRE CAT (CONT.) Hatter? I have someone here to see you. The MAD HATTER comes storming out of a nearby house. Hes dressed in an oversized top hat and a colorful suit. As he makes his way toward her, Grace can barely control her emotions. GRACE (under her breath) Papa...? MAD HATTER Tell the Queen I have not yet found a solution for the hat! CHESIRE CAT Thats not why Im here today, Hatter. You have a guest. He looks at the girl but doesnt recognize her. MAD HATTER Oh, how rude of me, please sit, have some tea. GRACE Papa. He studies her carefully. (CONTINUED)

CONTINUED:

39.

GRACE (CONT.) Papa, its me. Its Grace. He reaches out touching her shoulder, making sure shes real. MAD HATTER Grace? Is that really you? The Mad Hatter embraces the girl. GRACE Papa, I thought Id never see you again! MAD HATTER I know, I know, but how did you get here? GRACE I fell down a rabbit hole. He looks worried. MAD HATTER Grace, we need to get you out of here before the Queen knows theres a way to leave. GRACE Papa, I dont understand MAD HATTER Grace, if one enters Wonderland, only one can leave Wonderland. We need to get you back home now! Grace and her father share a look of panic and fright. 30 EXT. WOODS - NIGHT 30

Were on Mary Margaret and Emma deep in the woods scowering for the lost girl. With them are a few other volunteers Ruby, DAVID, and ARCHIE, along with Regina and Henry. It still rains hard - not letting up for a moment. Moonlight and flashlights are the only sources of light now - were so far into the woods that we cant see the light from Paiges home.

(CONTINUED)

CONTINUED: MARY MARGARET Paige! Paige! They look everywhere around them, but see nothing. EMMA Jeffersons house is off this way. Keep looking! Lights from flashlights scower everywhere. DAVID Paige! RUBY Paige! ARCHIE Paige!

40.

In the not so far distance, Mary Margaret spots something a giant hole of sorts and walks over to it. She looks down, and twenty feet down, in water up to her chest, is Paige. MARY MARGARET I FOUND HER! EMMA! SHES RIGHT HERE! (to Paige) Youre going to be alright, Paige. Just hold on. Paige nods her head. Emma and the rest of the search party come sprinting over as fast as they can. The Sheriff looks down the well at the stranded girl and the quickly rising water then at the search party. EMMA Everyone needs to stay back. We have one person in there. We dont need more than that. She turns around to the well. EMMA (CONT.) Paige, you hold on. Were gonna get you out of there. Again, Paige nods her head.

(CONTINUED)

CONTINUED:

41.

EMMA Ruby, Archie - go back to the house and get the EMTs and Firefighters. The two take off into the woods and disappear into the dark. MARY MARGARET What do you need the rest of us to do? Emma spots an old rope on the ground and picks it up, examining just how worn it is. EMMA Youre gonna help me get Paige out of the well. Mary Margaret, David, and Regina look on at Emma like shes crazy, but she couldnt be more serious. MARY MARGARET Emma, its too dangerous. EMMA The waters rising too fast. I have to do something. Whos with me? -- END ACT IV --

(CONTINUED)

CONTINUED: 31 EXT. WONDERLAND - DAY

42. 31

Were moving fast through Wonderland with the Mad Hatter and Grace. Fast through trees and down paths winding and and turning. GRACE Papa, where are we going? I dont understand. MAD HATTER Grace I have to The Mad Hatter puts his hand in front of Grace as they stop and watch the the card soldiers run out in front of them. When the ghost is clear, they continue running. MAD HATTER The Queen knows youre here. She knows an entrance has been opened to our world. We cant let her get through, so you have to go back. Its the only way. Finally, they get to the place where she fell through the hole - the tree with the many directions. GRACE Papa, come with me. Come home. MAD HATTER I cant, Grace. If one enters, only one can leave. Its the rule. Its how I got stuck here. The Queen deceived me - dont let her deceive you. GRACE The Queen? MAD HATTER Yes, everything she says is a lie, a manipulation. GRACE Even about Snow White? MAD HATTER Especially Snow White. The Chesire Cat appears on a branch of the many signed tree moving his eyes back and forth. (CONTINUED)

CONTINUED:

43.

CHESIRE CAT The cards are coming from every which direction. Theres a hole at the bottom of the tree - a portal, but it appears to be a rabbit hole to the normal eye. The Mad Hatter hugs his daughter close to him. GRACE I love you, Papa. MAD HATTER I know, I love you, too. He grasps her by her shoulders. MAD HATTER (CONT.) Now go. The cards can be seen in the distance, gaining on them. TWO OF SPADES Halt! MAD HATTER GO! Grace climbs into the rabbit hole, giving one last glance to her father before she disappears. Falling. Falling. Falling. 32 EXT. WOODS - DAY - FAIRY TALE LAND Snow White looks all over for Grace in the morning light, but has no such luck finding the girl. SNOW WHITE Alice? Alice, where are you? Theres crackling of something in the distance. Leaves. Someone walking, no running towards her. Snow draws her dagger and turns around to face the intruder, but its not a threat. Its Grace. When she sees its the child, she withdraws her dagger and sticks in back in her belt. 32

(CONTINUED)

CONTINUED: SNOW WHITE (CONT.) Alice. Oh, thank God. I was so worried.

44.

She runs over to the girl and hugs her, glad to see her once again. GRACE Actually, its Grace. SNOW WHITE Grace. Thats a pretty name. GRACE So isnt Snow White. SNOW WHITE How did you GRACE Can you take me home? SNOW WHITE Sure. The pair walk off into the forest towards Graces home. SNOW WHITE But what about finding your father? GRACE Its a long story. 33 EXT. WOODS - NIGHT It continues to rain steadily as Emma is lowered down into the well by David, Mary Margaret, and Regina - slowly and carefully. EMMA Keep going! About another five feet or so! The rope slides through their hands slowly as Henry watches on. Closer and closer to Paige, until we finally reach her in the cold rain water. EMMA (CONT.) Hold onto me, okay? Emma grabs the girl and holds onto her tightly. (CONTINUED) 33

CONTINUED:

45.

EMMA Im ready when you guys are! They begin to pull the rope back, and slowly, the rope begins to pull away from itself - its tearing. Up comes Emma and Paige - theyre almost there. Then they reach the top of the well and the rope snaps, but not before David grabs Emmas arm and drags her and the girl up by hand. Paige and Emma finally have two feet on the ground. The only thing the girl can do is cling to Emma, hugging her waist, as the rain falls down. Henry watches as Emma embraces Paige back. Hes jealous. Regina comes over to him as he watches the scene. REGINA I wouldnt know what to do if that was you, Henry. As she goes to hug him, he backs away. Before she can say anything on the matter, there is yelling in the distance. RUBY O.S.) We got help! Regina looks toward Emma embracing Paige, then at Henry as he looks on. 34 EXT. PAIGES HOUSE - NIGHT The rain has slowed - the storm is ending. It now only lightly rains. Emma watches as Paige is loaded into an ambulance with her parents. When she sees Henry sitting alone on her porch, she joins him. EMMA Thanks for your help today, kid. I couldnt have done it without you. HENRY Really? 34

(CONTINUED)

CONTINUED:

46.

EMMA Yeah, but Henry, you cant go around giving people information like that - it does more harm than good most times. He looks up at her. HENRY She just wanted to know where she came from. Theres nothing wrong with that. EMMA No, there isnt... A moment of silence. HENRY What if it was me, Emma? EMMA I wouldnt stop until I found you Henry, because that what family does. We always find each other. Always. He looks at her, mesmorized. EMMA I dont know anything about anyone in my family, Henry. All I know is that I have you. Youre the only real family I have, and as long as you want me here, Im going to be here, okay? HENRY Okay. Emma pulls Henry in close to her and the two embrace as a jealous Regina watches on from afar. -- END ACT V --