The Tower
Once Upon a Time 3x14
March 23, 2014
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"The Tower" is the 58th episode of Once Upon a Time.


While Emma, David, Regina and Hook continue their search for the Wicked Witch, she, in turn, is planning a dark surprise for David, and Zelena's prisoner is powerless under her watch as she plots her next course of action against the townspeople. Meanwhile, in the fairytale land that was in the previous year, Prince Charming stumbles upon Rapunzel, who is trapped inside a tower, and must help her confront her fears in order for her to be free.



314 01
Charming finds himself somewhere nonsensical.

We are treated to a panoramic view of the Dark Palace as the shot slowly moves in on the extravagant layout, making its way through one of the windows and settling up Prince Charming, who's wandering the halls and appears lost. He looks out to the balcony and open sky, but is soon distracted by the sound of a crying baby. Confused, he makes his way through a wooden doorway at the end of the adjacent hall, through which is Emma's old nursery. It's clean and proper and still has the wardrobe in the corner; Charming closes the door behind him as he steps in to take a closer look. He comments that this isn't possible, for the nursery should be in his old castle, not there. As he inspects the room, his eyes settle upon the unicorn mobile hanging above the crib, and he approaches it. He again looks confused and says to himself that this is all wrong, but to his shock, a familiar voice replies. "You're right," says the adult Emma Swan, who's dressed in a ball gown and full princess attire.

314 02
Emma is given the life she was meant for.

She continues speaking, telling her father that a full-grown princess shouldn't still be living in her nursery, adding that she doesn't even have a proper vanity. Charming asks her what she's doing there, knowing that this isn't possible, but she simply replies that she was looking for a place to practice as she's a little nervous about tonight. Her father wonders what's happening tonight, and she reminds him of the upcoming ball, admitting that she's never been to one before. She outstretches her arms and takes Charming's hand, telling him that she doesn't even know how to dance, and, after a twirl, she requests that he teach her. As ballroom music begins playing, Emma and David begin to dance elegantly to it, with the latter telling his daughter that she's a natural, just like her mother. However, she assures him that he's the best teacher a daughter could hope for, and Charming lifts her into the air and spins her, commenting that this is everything he had ever hoped for her. "Me too," she says, "It's a shame I never got it." He lowers her to her feet where they continue to dance, and the prince asks the princess what she meant by her previous statement. She points out that she's not really there, and never was; she should be, but she isn't, and all for one reason: "You failed me."

314 03
"Don't fail the next one."

With this, the music and the dancing end, and a flash of lightning turns the nursery dark. The room begins to rattle and things begin to fall from the shelves. Emma's hair is now down and messy, the fun now over, and the head of one of her dolls begins to spin round uncontrollably, as does her mobile. Suddenly, the doors to the magic wardrobe burst open to reveal a large portal, which tries to suck Emma inside. She quickly reaches out to her father for support, and he manages to grab her hand to prevent her from leaving. "Goodbye, daddy!" she yells, still being drawn towards the portal in the wardrobe; the haywire equipment of the dark and stormy nursery becomes even more out of control. Charming apologizes, promising his daughter that he'll save her, but she refuses his help, saying that he can't save her because he failed her and there's nothing he can do. The prince refutes this, pulling Emma away from her fate with all his might, but before she's ultimately sucked into the portal and shut into the wardrobe for good, she simply utters, "Don't fail the next one."

314 04
Charming is scared for his future child.

With Emma's words still haunting the inside of his head, Prince Charming's eyes shoot open as he wakes up from his nightmare, utterly terrified. After a few heavy breaths, he looks to see that Snow isn't lying in bed beside him, becoming curious as to where she is. He calls her name and we see that she's standing by the balcony, gazing fondly outside. She appears happy that her husband is awake and he forces a smile before getting out of bed and approaching her. She comments on the view, adding that she forgot how beautiful it was there, and the prince dons his dressing gown before pointing out what a good mood his wife seems to be in. Snow confirms this, saying that she has some pretty wonderful news: "We're pregnant." Charming looks shocked beyond belief, and Snow asks him if he's not happy, to which he replies he isn't. "I am thrilled," he assures her, and the princess lets out another big smile before hugging him ecstatically. His facial expression, however, continues to show dread and fear.


Act I

Nine Months Later

314 05
The Wicked Witch is discussed.

In his apartment, David asks, now that they know who they're dealing with, why don't they find this Wicked Witch. Hook starts by asking if anyone's seen a woman with green skin running around, but Regina reminds him that they're cursed in Storybrooke, meaning she'll look like any one of them. Emma suggests that they start somewhere they already know the witch has been: Regina's office; however, the Mayor says that she's already been over it with a fine-toothed comb and there was no trace. The blonde points out that there could be physical evidence that Regina missed due to her use of magic and David tells his daughter that this is a good idea, assuring the others that they'll be able to track her. Regina tells them to be her guest if they want to waste their time playing Nancy Drew, but she for one will not allow Henry to wander around alone with a Witch and her flying monkeys out there. "Especially since one of those flying monkeys could turn out to be his father," Hook comments, leading a stunned Mary Margaret to ask Emma if there's been any sign of Neal. Emma replies negatively, clearly saddened by the subject, but Regina interjects by explaining her point: someone needs to protect Henry as he doesn't even know what's going on. Emma takes this to mean that the Mayor is volunteering, and she shrugs, telling Henry's other mother to call her if she finds anything. Before Regina leaves, she is told to remember that Henry thinks he's in town because Emma's on a case, leading her to comment how good the blonde has got at lying. "Just don't slip up. As far as Henry knows, you're just Madam Mayor, and... that's it," Emma points out, but Regina assures her that she's well-aware of how Henry sees her, proceeding to exit the apartment. "Time's wasting," says Hook, "There's something Wicked in your town. What do you say we go find it?"

314 06
Enter Zelena.

Elsewhere in Storybrooke, Zelena magically opens the door to her storm cellar with a simple wave of her arm, proceeding to make her way down the steps. Down in the cellar itself, the resurrected Rumpelstiltskin is busy spinning at the wheel within the cage he's locked in, and Zelena, who removes her gloves and turns on the light, asks her prisoner if he's enjoying his little toy. Rumple begins chanting that spinning "cleans the mind and soothes the soul", but Zelena simply laughs, having removed her coat and scarf, commenting that he looks as awful as he sounds. This makes him stop spinning, halting his wheel, and the Wicked Witch asks him what's wrong, wondering if he maybe isn't enjoying his cage or appreciating his jailer. When he doesn't respond, she comments that he looks like he wants to hurt her, telling him to give it a go. She unlocks his cage and opens the door, saying that she'd love to see him try; "Especially since we both know that you can't, not when I have this!" she exclaims, taking out the Dark One's dagger and forcing an apprehensive Rumplestiltskin to cower, but remain standing. She tells him that he's a slave to his magical weapon, and therefore to her, commenting that frustration can be so intoxicating on others. She says that the only one doing the hurting will be her, before ordering Rumple to "be a good boy" and sit back down. He obliges, and Zelena sits down on the stool opposite him, still with his dagger in tow.

314 07
Rumple gets a shave.

The Dark One asks her what she's waiting for, telling her not to let him stop her, and the Wicked Witch appears confused, looking from the dagger to her prisoner. Rumple sings, "All the voices in my head, will be quiet when I'm... dead," but his jailer chuckles, admitting that she's not there to kill him; "But you really do need to keep up appearances." Mr. Gold wonders why as Zelena grabs a cloth with which to wipe the dagger, and he requests to continue spinning so that he may "spin the madness away". He begins to do so, repeatedly chanting this, but Zelena simply says, "No," and he settles down immediately. She tells him that she thinks the spinning is bringing the madness, before telling him to come closer and taking hold of his face. She requests that he keep still, lest he want her to nick that pretty face, and proceeds to shave the stubble from his cheek with his dagger. As she wipes hair from the magical knife, she realizes that Rumple is probably wondering how she knows how to do this, asking if she ever told him about her father. He doesn't reply, but she launches herself into story nonetheless, explaining that her father's hands used to shake from drink, or worse - she didn't ask, and he didn't tell her - but he couldn't abide going a day without a shave and so she had to learn how to do it for him. Having scraped another load of stubble from Rumple's cheek, Zelena continues, telling her prisoner that her father used to say that no matter what they were feeling on the inside, they had to put on their best face.

314 08

As she gets started on shaving Gold's other cheek, she comments that, in their land, she and Rumple never had that choice because, no matter what they did, their outside always showed exactly what was rotting on the inside. Giving his face a few final scrapes with the knife, the Wicked Witch says that they're in a new land now and have new worries, the least of which is to look their best. As she says this, she accidentally-on-purpose nicks Rumple's chin with the dagger, drawing a small amount of blood. She shows him the drop of red on her thumb, having taken it from his now fully-shaven face, and asks him if it stung; she then simply laughs before stroking her prisoner's face and commenting that he's handsome as ever. She drops the cloth, still with the dagger in tow, as she leaves the cage, and Gold points out that if she really cared about appearances then she'd provide him with a change of shirt. "Just exactly what is it you want?" he asks her, and as Zelena shuts and locks the cage, she tells Rumplestiltskin that what she wants is what he spent a lifetime seeking... something that goes against his very nature... something that she can't afford to wait that long for. Spouting another laugh, she turns out the light after saying, "Luckily, I won't have to."

314 09
Zelena steals from Gold's shop.

Zelena is soon seen making her way into Mr. Gold Pawnbroker & Antiquities Dealer where Belle is working behind the counter, surprised to see a customer. She asks if she can help, and Zelena comments that she must be Mrs. Gold, leading Belle to have to deny this. Zelena then asks if Mr. Gold is around, but Belle answers negatively, painfully explaining that he died. The disguised witch offers her condolences, and a thankful Belle introduces herself by name, being told how pretty it is. Zelena places her hand on the beauty's and apologizes for bothering her, saying that she was hoping to buy a baby gift for a lovely woman she met at Granny's Diner who goes by Mary Margaret in this land. Belle immediately knows who this is, and Zelena continues to explain that she's helping Mary Margaret with her pregnancy and today's her first day on the job, commenting that, curse or no curse, a girl's got to work. Belle tells her customer that she think she may have just the thing, turning around for a moment in order to locate the item, but when she does so, Zelena uses her dark magic to freeze her, making the poor girl oblivious to her surroundings. She then heads behind the counter and removes a painting from the wall, revealing a safe. Still having a spot of Rumplestiltskin's blood on her thumb, Zelena presses it against the keyhole and the safe door unlocks magically, allowing her to open it. Looking through the possessions inside, she eventually takes out a jar, inside which is a mysterious root. She opens up the jar and takes the root for herself, smiling upon inspection and placing the jar it came in back into the safe, closing the door behind her.

Act II

314 10
A clue is found.

In Regina's mayoral office, David is seen to be examining the chemistry set on her desk, that was used previously to try and replicate Hook's memory potion, which has been tipped over and wrecked by the Wicked Witch. He looks down at her vials of potion on the floor, all of which have been emptied, whilst Hook looks through her desk files and Emma inspects the curtains and furniture. Looking up from the destroyed potion cabinet, Charming notices something across the floor and approaches it, telling the others that he's found a partial footprint. He asks if they've found anything but Hook answers negatively, instead commenting on Regina's sense of design. Emma too approaches the stain on the floor and asks if the red liquid in which the footprint has been made is blood, but David, upon a closer look, tells her that it's berry. "Like a fruit?" she wonders, and he explains that it's holly berry that grows on bushes. Hook asks his mate if he's some sort of botanist in this land, but the prince informs the pirate that he used to work in an animal shelter and saw dogs track this in all the time.

314 11
David is called away by his wife.

He further tells them that the bushes grow in the woods, and Emma asks him if he knows where, to which he replies the North-West corner, not far from the Toll Bridge. He then feels his cell phone vibrating and goes to answer it, leading Emma to ask if everything's okay when her father appears less than pleased. Charming explains that Mary Margaret needs him back at the loft because they're getting a midwife who wants to meet the both of them. Hook points out that "she's" a bit demanding which leads Emma and David to glare at him angrily, causing him to tell them that he meant the midwife. The blonde assures her father that everything's fine, telling him that he should go, but David has reservations, having finally found a clue. His daughter reassures him that she's got it covered, reminding him that Mary Margaret needs him, and she tells him to meet them when he gets done. After a long hesitation, David puts his phone away and vacates the office.

314 12
Charming turns to alcohol.

Nine months ago, in the Enchanted Forest, Prince Charming enters the palace's stables where, after checking no one's around, he retrieves a bottle from his saddle bag and begins to drink from it, the contents clearly being alcoholic. At this point, Robin Hood walks in and tells the prince that he used to keep his bottle hidden in his quiver; Charming attempts to justify himself, but ends up saying nothing, instead noticing Robin's gold-tipped arrows and commenting on them. The thief explains that they're payment for helping the Queen break into her castle, adding that he never thought he'd be paid to break in somewhere and that it feels wrong somehow, as he places the arrows amongst his own belongings. Charming points out that it's very generous of Regina, saying that she must like him, but Robin argues that she simply wants him out of her castle as soon as possible. However, he's decided not to leave as, right now, it's the safest place for his boy, and with a Wicked Witch on the loose he's decided to make his family top priority. The prince nods, understanding, before taking another swig from his bottle. Robin comments that Charming looks like a man who could do with sleep more than drink, but the prince reveals that he's been unable to, leading Robin to admit that he knows the feeling. Charming offers his bottle to the thief, who happily accepts and takes a drink himself before asking his new comrade if there's anything he'd like to talk about.

314 13
Robin talks of night-root.

After a pause, Charming explains that he's always known things would work out for the best, recounting the last time he was in the Enchanted Forest where he battled a Black Knight to put his new born in a magic wardrobe to flee a curse and not once did his confidence waver (see "Pilot"). Robin wonders what's changed and the prince further explains that he just can't seem to shake this feeling of dread, needing to be there for Snow right now and not being able to afford to waste his time on fear. Robin simply tells him not to be afraid, but Charming says that that's easier said than done, leading the thief to recount, "When my wife died, Friar Tuck told me of a root that, if digested, it would help one overcome any and all fears." Charming puts away his bottle and demands to know where he can find this root, and Robin tells him that it grows beside the white moss of Sherwood Forest, just South of where they are. The prince asks for a little more to go on and the thief further tells him that the root has flecks of crystal within its flesh that look like stars, hence the origin of its name: night-root. Charming asks Robin if it helped him, but the latter reveals that he doesn't really dabble in magic unless he has to; David says that he may not have that luxury, beginning to saddle up a horse. Before the prince leaves, Robin warns him that they say that part of the forest is haunted, meaning he may need the night-root to stop the fear of his journey to stop his fear and that perhaps the bottle was a better idea. "I'm not afraid of a ghost story," Charming states, "Not when my family's at stake. Thank you." He proceeds to leave, saddle in tow.

314 14
David meets the new midwife in town.

Back at Mary Margaret's loft, the heavily pregnant woman herself is sitting at the table and laughing with her new midwife, Zelena. "No!" Zelena exclaims, in the middle of one of Snow's stories, "He caught you in a net?!" "Well, I had just robbed his carriage!" Mary Margaret explains (see "Snow Falls"), and the two of them continue to laugh, leading Zelena to point out that Snow and Charming have quite the love story. Speaking of which, David enters and gets introduced to Zelena by his wife; the midwife outstretches her arm and tells Mr. Nolan how lovely it is to meet him. He politely shakes her hand before taking a seat beside Mary Margaret, hurriedly asking if they can get this started. His wife points out that it sounds more like he's asking if they can get this finished, but he assures her otherwise, saying that he's there and "let's do this". Before they begin, Mary Margaret decides that she'd like a cup of tea, but Zelena tells her patient not to move a muscle for she will make them all some tea herself, after all, that's what she's there for: to make their life as easy as possible. As she makes her way into the kitchen and turns on the stove, Mary Margaret comments on how wonderful she is, and David agrees that she seems perfect but has a hard time trusting her for he doesn't even know her.

314 15
Zelena crushes night-root into David's tea.

Zelena continues to make tea, and Mary Margaret points out to her husband that it's entirely possible that they were all friends in their missing year; however, he points out in turn that it's possible they weren't. The kettle on the stove begins whistling as Zelena grabs three empty mugs, and Charming says that he just wishes he knew more about her, adding that it's not like they can ask for references from a missing year. The midwife turns off the stove, lifting the kettle and taking over to the mugs, as Mary Margaret tells her husband that Zelena knew Johanna, her nanny growing up, and that the two of them were friends. David comments that it's a small world as Zelena pours them three cups of hot water, slowly reaching into her purse and taking out the night-root she earlier stole from Gold's shop. Snow points out that they can always change their minds if any part of this feels wrong to either one of them, but suggests they hear their midwife out, just as the latter crushes the night-root into David's drink. She proceeds to add tea bags to each mug before serving them to the Charmings, saying that she hopes chamomile is okay for she found it's excellent for the nerves. Mary Margaret comments that that's perfect, before drinking, and David unknowingly proceeds to drink his drugged tea.


314 16
Charming discovers a damsel in distress.

In the fairytale land that was over the past year, Prince Charming is riding on horseback whilst yielding a flaming torch to light his way through the dark forest, on a quest to find night-root. Soon enough, he dismounts his steed and sticks his torch into the earth, having located the white moss that Robin Hood earlier told him about. He unsheathes a knife and begins to pick through it, eventually pulling out a large chunk of root. He slices through the top and sees that crystals are embedded within the flesh, "just like stars", meaning this must be the night-root. However, before he can ingest the magical plant, he is distracted by a woman's call for help. Concerned, he takes out his sword and runs through the trees, eventually coming across a very tall tower. He looks up and sees that the young woman is peering through the window; she makes herself known and continues to call for his help. A plait of incredibly long hair hangs from the window ledge. Knowing he must come to the aid of this poor damsel in distress, Charming puts away his weapon and begins climbing up the vines that has grown around the tower.

314 17
Meet Rapunzel.

He keeps on climbing, but the vines eventually stop, and so the prince grabs onto the end of the girl's long, long plait. He begins using it to invert-rappel his way up the wall and eventually make it to her window, which he soon climbs through, landing on the floor of the inside. The prince takes a moment to catch his breath and then looks to see that the girls already incredibly long hair in fact litters the entire interior of the tower; practically every inch is covered by her plait. The girl herself is standing solemnly in the corner, looking away from Charming and appearing very nervous. She cautiously turns to him and tells him that he's the first person she's seen in such a long time, which leads him to ask just how long she's been up there. She reveals that she's lost count of the years, explaining her extremely long hair, before asking her rescuer if he's a prince. Charming straightens up before answering positively, telling the damsel that she can call him David as he approaches her, being careful not to step on any hair. He takes note of the tiara on her head and asks if she's a princess, and the young lady answers positively also, telling the prince that he can call her Rapunzel.

314 18
The princess tells her story.

Realizing what this means, David smiles, and Rapunzel proceeds to explain that her parents are King and Queen of this realm and great leaders, adored by their people. Charming wonders why she left and she tells him that it was for the same reason he did, revealing that she saw what he was digging up. He realizes that she came for the night-root, just like him, and she tells the prince that, when she got older, she just knew she could never be a leader like her parents, but she always had her older brother, who was next in line... until something horrible happened. Charming offers his condolences, and she continues in saying that there was a terrible, terrible accident, and after her brother's death, fear began to overwhelm her; when she closed her eyes... "Then the nightmares would come," David finishes for her, knowing this feeling all too well. She adds that she couldn't sleep, and David asks if she took the night-root; Rapunzel says that she did but that it didn't work, and coming after it was the biggest mistake of her life.

314 19
The witch is coming...

Her rescuer asks how she's still there, and she recounts that, before she could return home, a witch appeared - her face hidden under a cloak - and attacked and chased her into the tower. Charming assures her that she doesn't have to worry about the witch anymore, taking her hand and trying to lead her to the window, promising to get her out of there. However, Rapunzel pulls back and tells the prince that he doesn't understand: the witch won't let her leave, and whenever she tries to... Suddenly, the candles blow out, and Rapunzel, knowing what this means, becomes crippled by fear. Charming peeks his head out the window and sees that a cloaked figure is approaching the tower; presumably the witch that locked Rapunzel away. She moves strangely through the night, and a petrified Rapunzel utters that it's too late. The witch grabs onto the vines and begins to ascend the tower. The princess within realizes that her captor must know Charming is there, and said captor is seen gaining speed as she climbs the vines, soon grabbing onto Rapunzel's hair and beginning to climb with her plait.

314 20
The meeting goes on.

Back in Storybrooke, David Nolan continues to drink the drugged tea given to him by Zelena, who says that, with Snow already having gone through labor once, she should know what to expect for the second child. Mary Margaret jokes that her husband's hand still hasn't recovered from her squeezing it, but he says that it's been almost thirty years, so he's sure it'll heal. Zelena tells them to keep in mind that the second birth can progress much quicker than the first, and Mary Margaret points out that that's putting it lightly for she seems to have gone from zero to due-date in the blink of an eye. After a moment of awkward silence, Zelena asks the baby father how he's doing, and David, who's surprised to be addressed, assures her that he's fine. As he takes another sip of drugged tea, unknowingly ingesting night-root, the midwife says that Mary Margaret was earlier telling her about the circumstances of the first curse, commenting that losing his daughter like that must have been tragic; not meaning to pry, she then reveals that his wife has expressed some anxiety over the matter, much to David's surprise.

314 21
Zelena encourages David to admit to his fears.

Snow reminds him that they're missing a year of memories in the Enchanted Forest and that it's a bit disconcerting to find themselves back in Storybrooke about to have a baby. Zelena believes it to be best to get these anxieties out in the open for feelings one keeps bottled up can affect a pregnancy as much as diet and exercise; she then makes herself clearer by saying if they have any fears about any of this, then they should just get it out in the open. "I don't," Charming makes clear, assuring his true love that they'll get through whatever's coming, and Zelena smiles, telling them "cheers to that then" and clinking her mug with the rest of theirs before they all drink - David ingests even more night-root, finally finishing off the whole mug. Zelena comments that Snow is so lucky to have such a brave husband; someone so fearless. She then says that Mary Margaret alluded to her taking David away from some important town business and tells him to get back to work, having done enough for today. Charming stands up and shakes hands with his new midwife, who tells him that it was a pleasure to meet him. He gives her a likewise comment, but she assures him that the pleasure's all hers. David then kisses his wife before exiting the apartment, and the shot moves in on the now empty mug of drugged tea.

314 22

David's van is seen driving through the woods of Storybrooke, coming to a stop partway down the road. He gets out, but not without grabbing his sword, and shuts the car door behind him. When he does so, we see a familiar cloaked figure standing in the the reflection of the side-mirror. Charming begins patrolling the woods, and when we look back at the side-mirror, the fiend is gone... The cloaked figure drifts past the car, in eerie pursuit of the prince.

Act IV

314 23
Mother and son bonding... kind of.

Regina and Henry are strolling along a lakeside in Storybrooke whilst the latter eats an ice cream cone. The Mayor asks her former child if the ice cream's good, and he replies positively, telling her that his mother used to take him for gelato in Little Italy but that this is just as good. She appears glad to hear it, saying that Storybrooke's got its own charms, though she realizes it must seem quaint compared to the big city. Henry assures her that it's nice, adding that New York is great but there's so many people it can make one feel... "Alone," Regina finishes for him, and he confirms this. She goes on to say that that's the best part about living in a small town: everybody knows everybody, so it's like one big family. Henry asks the Mayor if he can tell her something, and Regina allows it, leading the child to admit that he thinks it was more than just a case that brought his mom to Storybrooke. She wonders what he means, and he continues in saying he thinks Emma wanted to get out of New York for a while; again, Regina wonders why, and Henry explains that his mom's boyfriend, Walsh, proposed to her (see "New York City Serenade") and two days later she's taking him out of school to take a job in Maine, adding that she wouldn't take a job in Queens if it meant he missed school. Regina asks him what he thinks happened, but Henry says he doesn't know, telling the Mayor that he doubts he'd be in town if Emma had said "yes". She proceeds to ask how he feels about it, wondering if he liked Walsh, and Henry tells her that he liked how happy he made his mom, plus, it might be nice to have more than two place-settings during the holidays. Smiling, Regina tells him, "I think one day you'll have more family than you'll know what to do with." "You think so?" he asks in reply, and the Mayor assures him that she really does. The two of them continue to walk.

314 24
Hook gets caught.

Meanwhile, in the local woods, Hook is hacking at a berry bush with his namesake hook and gets it stuck, having to wiggle his arm to free himself from all the wiry branches. Emma berates that he'll look for any excuse to use that thing, but Hook says that at least they know they're in the right place, having located the same holly berry found in the office, wondering what they do now. She says that they are to begin searching for clues, and as they wander through the trees, Hook points out that, whenever he's around Emma, he always ends up trekking through some manner of woods or forest, courting danger. She says she thought he wasn't afraid of anything and always looking for the next adventure, going on to ask what the hell he was doing for a year aboard on his ship, having assumed it was one swashbuckling tale after another until he decided to come back and save her. He simply confirms this, which spurs Emma to turn around and tell him that he's lying, wondering what he isn't telling her, but he denies her accusation, saying that that's his tale and he's sticking to it. The blonde states that she still doesn't believe him, but Hook suggests that they leave it at that and that she should just say "thank you".

314 25
A corny moment.

"For my memories? I already did," she reminds him, but this is not what Hook was referring to; the pirate explains that she should thank him for preventing the loveless marriage she was about to embark on. She asks if that's what he really thought he was doing, which leads him to point out that Walsh was a flying monkey, however, she argues that she didn't know that. After a brief pause, Hook asks the blonde if she was considering Walsh's proposal, to which she replies by asking if it matters. "Humor me," he urges, and Emma eventually tells him "yes", saying that she was in love and so of course she was considering it, but as usual he wasn't who he said he was and she got her heart broken. She asks if that's enough humor for him, and he tells her not to take his upcoming statement the wrong way before saying that he's "glad to hear that". "You're glad to hear I got my heart broken?" she questions, but he points out that, "If it can be broken... it means it still works." The two of them gaze into each other's eyes for an extended period of time, but eventually, Emma turns away and continues her trek. He soon follows on, disappointed.
Emma and Hook are soon seen making their way through a snowy field, where they come across: "A farmhouse," Emma states, "You have to appreciate the irony." The two of them advance on the aforementioned farmhouse.

314 26
David leaves a message.

Back in the woods, David is seen discovering the same holly berries that Emma and Hook were previously seen searching near. As he continues to make his way through he forest, thinking he's found a lead on the Wicked Witch, a cloaked figure drifts past the screen, unseen by the prince. He keeps on trekking, but is disturbed by the sound of a swooshing cloak, stopping and taking a look around. Nothing is in immediate sight, but a far-away figure is seen hiding within the plant life. Seeing this, David takes another look, but the figure appears to have vanished. However, he then sees a hood-covered head peering out from behind a nearby tree, and then another, and then another; this thing clearly as the ability to move incredibly fast. Worried, David cautiously takes his cell phone from out of his pocket, still maintaining a tight grasp on his sword, and begins to dial, reaching Emma's voice-mail. "Emma, it's David. I'm at the trail-head and I think I found her. The Wicked Witch. I'm going after her," he states, hanging up and pocketing his cell. He then raises his sword and slowly approaches the tree behind which the cloaked figure is hiding. The hooded head pulls itself out of view.

314 27

Nine months previously, a similar cloaked figure is seen making its way up Rapunzel's tower in the fairytale land that was over the past year, climbing with its captive's hair. Charming is still looking down at it from the window, but Rapunzel pulls him away, saying she should never have called him for she's the one the witch wants and if he leaves now then maybe he'll be spared. The prince refuses, telling the princess that that's not the way this works and assuring her that he'll get her back to her family. Rapunzel begs, scared the the witch will kill him, and tells David that there's nothing he can do to save her. This strikes a reaction from him and he states her that he can save her, and will. He turns to the window and sees Rapunzel's hair rattle on the ledge, signaling that the witch is close to the top. He approaches with caution, sword in tow, and soon takes a big swipe with his blade over the window ledge, hoping to behead whatever's there. However, he looks to see no witch, confused as to where it's gone. The shot reveals that the hooded figure is now crouching on the roof, looking down at the prince, who soon looks up at it. When he does, it leaps down and throws him across the tower, causing him to smash into the opposite wall. Rapunzel appears extremely frightened, the witch now having entered also, whilst Charming tries to get to his feet.

314 28
The Grim Reaper descends.

In the present, David swipes his sword at the cloaked figure only the hit the bark of a tree, the menacing stalker having disappeared in an instant. Starting to doubt whether or not he saw anything at all, David turns around only to be met by the same figure he just tried to kill, standing face-to-face, mere inches away. The hooded fiend grabs the prince by the shoulders and throws him into a nearby tree, causing him to crumple to the ground, losing consciousness. The cloaked figure drifts forward and stands over the unconscious David, who remains powerless to stop it.

Act V

314 29
Emma and Hook stall the plot.

Emma and Hook continue to approach the farmhouse and carefully step onto the porch, not wanting to alert anyone who may be inside. The blonde peers through the nearest window and sees pots and pans in use, meaning there's definitely someone living there, but it looks empty right now. Hook wonders why they're whispering if no one's home, and Emma explains to him that good hideouts always look empty, reminding him that she spends a lot of time tracking people who don't want to be found. She peers round the corner of the porch but sees nothing except a little bicycle with a basket on the front. Sighing, she looks out at the empty field where she notices the entrance to a storm cellar; she and Hook hastily approach it, only to find out a large padlock is keeping it sealed. Emma takes out her gun, ready to barge in, but Hook tells her to wait, saying that it's one thing to wander a deserted farmhouse but it's another thing to storm into a one-way cellar with no way out. "Scared?" Emma asks, amused, but the pirate says there's a difference between fear and strategy; they know she's got flying monstrosities and so anything could be down in the cellar. If the Wicked Witch is as powerful as they think then they could use some magical backup, unless Emma's been practicing in New York City. Defeated, the blonde takes out her cell phone so that she can call Regina, deciding to tell the Mayor to drop Henry off at Granny's Diner, commenting that she'd like to see those flying monstrosities get past her crossbow. However, as she does this, she sees she has a message from David and so decides to listen to it, worried. Through the cell, we hear him say the same words he earlier sent: "Emma, it's David. I'm at the trail-head and I think I found her. The Wicked Witch. I'm going after her." Listening to this, Emma and Hook abandon the storm cellar to go help the former's father.

314 30
A familiar face lies under the hood.

David continues to lie on the forest floor, unconscious, as the cloaked and hooded figure approaches. However, as it draws nearer, we see the prince's grip tighten around his sword and he suddenly gets up and springs into action, having faked injury. He stabs the menace right through the chest, so that the blade protrudes far from the other side, but the being he stabbed shows no sign of being in pain. Instead, it clutches Charming's throat and lifts him into the air, choking him. Wanting to know what this thing looks like, David manages to pull back the hood with his hand, revealing... his own face staring back at him. As the cloaked Charming continues to strangle the real one, it smiles.

314 31
And again.

Rapunzel continues to stand, scared, as Charming stands up to face the cloaked figure that's entered the tower. It outstretches its hand and uses its magic to wrap the prince up in Rapunzel's hair, which covers the floor. Tied up with plait, Charming is unable to move, meaning the witch has a clear shot at Rapunzel. "Hey!" the prince yells, "Get away from her!" At this, the cloaked figure turns around to face him, and we see that it bears the face of Rapunzel. "I am her," the cloaked Rapunzel states, before turning to her counterpart menacingly. Charming remains utterly stunned.

In the present, the real David continues to choke at the hands of his cloaked counterpart, who smiles up at its victim. "What are you?" David asks, and, before cackling, the evil prince states, "I'm you." He then throws David to the ground, allowing the prince to grab his sword, before revealing a sword of his own. The two princes swish their weapons skillfully, aiming their blades at each other, ready for battle.

"Rapunzel!" Charming exclaims in flashback, "It's not a witch, it's you! You said she appeared after you had the night-root; you thought it didn't work, but it did! The root allows you to overcome your fears by facing them!" He explains this whilst still tied up with hair; Rapunzel cowers in fear as she's backed into a corner by her night-root counterpart. She begs for help, but Charming continues to explain to the princess that she has to face her fear for only she can defeat the "witch".

314 32
A little prince-on-prince action.

In Storybrooke's woods, the two Charmings are still in the middle of a stand-off, swords aimed, and the night-root manifestation tells the actual David that he can't defeat him, for he can smell his fears like a stench; the stench of a poor shepherd boy who's strayed too far from his farm. Angered, David states that he's not scared of anything, and moves in on the manifestation. Their swords clash and a battle commences, however, it appears that the two princes are equally matched, both knowing each other's moves. The cloaked Charming cackles again as he tells his counterpart that if what he said is true, then he wouldn't be there. Their swords clash again, but David is forced to the ground by his night-root self, who laughs at the prince's failed effort.

314 33
Rapunzel faces her fears.

Back in time, the incapacitated Charming tells the petrified Rapunzel that she must face her fears, but she begins crying as her night-root self advances, saying that she can't. Soon enough, however, the prince uses all his strength to break free of the princess's hair, running to her aid. He grabs her cloaked version and jumps from the window with her in tow. Worried, Rapunzel looks down to see that Charming is clinging to the vines at the bottom of the tower, whereas the witch that's been haunting her is clinging to her plait. She begins to climb back up to the top with great speed, leading Charming to yell advice up to his new friend, telling her to listen to him. Her fear was that she wouldn't be a great leader like her parents or brother, but if she faces that fear head on she will be able to defeat the manifestation. Rapunzel exclaims that she can't, but David tries reassuring her, telling her to cut it away and let it go, and if she does, she can finally have what she wants and leave the tower. "I don't want to leave!" Rapunzel admits, the hooded counterpart climbing further and further up her hair, and Charming tells her he understands being frightened of an uncertain future, but if she doesn't face it, then she will die there alone. Her crying continues, and Charming asks her if that's what she wants. She answers negatively, and he tells her that she knows what she has to do - so do it! The cloaked Rapunzel is almost at the top now as the real one retreats into the tower, soon returning with David's sword in tow. She swings it down and slices off the part of her plait that runs over the ledge, causing her hair and the being clinging onto it to fall from the tower. Before it hits the ground, her night-root counterpart explodes into dust, having been conquered, and Charming looks up at the princess with admiration. "I... did it," she states proudly.

314 34
As does David.

The duel goes on between the two Davids, and the night-root manifestation uses its sword to slice the blade from Charming's sword, reducing his weapon to a mere hilt. "Don't you see?" it says, "Your fear makes you weak." David states that he isn't afraid, but his cloaked version points out that saying that doesn't make it so. The prince adds that he'll die to protect his family, but the evil counterpart says that that doesn't make him fearless, even as the point is proven. With this, he again grabs Charming's throat and begins squeezing, choking the life out of him. David tries resisting but the manifestation tells him to give in as it's easier. Emma's yellow car is soon seen approaching through the trees, providing her father with hope, and he finds the strength to admit: "I am afraid. Afraid I won't be a good father. But I won't let that stop me. Not now!" And with that, he grabs the hilt of his sword and uses it to stab his fear-based self in the gut, causing it to stumble away and explode into dust, vanquished. The hilt drops to the ground, as does David, being heavily out of breath. He reaches for the hilt, but it suddenly disappears in a flurry of green smoke, much to his confusion. Soon, Emma's car pulls up nearby and she, Hook and Regina step out, making their way towards the relieved prince. Emma asks her father if he's okay, and he assures her he is, still on his knees. Regina wonders where the Wicked Witch is, but David reveals that he was wrong and that it wasn't her. Hook wonders who it was then, pointing out that the prince looks whiter than a fresh sail, and Charming, who gets to his feet, states, "Myself." The pirate remains confused, and so Regina explains that this is the Witch's doing - she's toying with them. David asks if the others found where she might be hiding and Hook tells him of the nearby farmhouse. "Well then, let's end this," says Charming, "Let's send that Witch back to Oz."

Act VI

314 35
Rapunzel decides to return.

At the foot of the tower, Prince Charming is helping Rapunzel, whose hair is now regular length and no longer plaited, down to the ground. She moves away and looks up at her former prison in awe, before turning to her rescuer. She tells the prince that she was swimming in the river, where she shouldn't have been, where her parents had always wanted them to avoid, and she got caught in the rapids; her brother dove in after her and saved her life, but he wasn't able to save himself. Again, Charming offers his condolences, and Rapunzel continues, saying that the throne was her brother's and she didn't know if she could be Queen, and if she didn't know, then how could her parents believe in her? "That's who you are," says David, "You can't hide from it forever. Or them." She asks if he really thinks they'll forgive her, and he reminds her that she's their child, so of course they'll forgive her.

314 36
Charming comes to terms with his fear.

Still in flashback, Charming and Rapunzel enter the Dark Palace together, where everyone is congregated. Belle and Regina move out the way to reveal Rapunzel's parents, who are shocked to see their daughter. "Mother... father..." she utters as she approaches them, but they run towards her, delighted. The three of them share a loving hug, and as they reunite, Charming walks towards Snow. She asks if he's going to tell her what he was doing out in the woods all night, and he admits to being there because he was afraid. Snow is surprised to hear this, wondering what he was scared of, but she soon looks down at her pregnant belly and realizes that it's because they lost Emma. "Twice," the prince points out, "Once as a baby and then again when we were forced to return to the Enchanted Forest without her." (see "Going Home") Snow argues that neither time was their fault, and David says he knows, but adds that, because they lost her, he was never her father. She tries assuring him that he has been a great father, but he points out that he's only been her father whilst she was an adult, meaning he never got to raise her. He touches his wife's belly and says that he's never done anything like this before and doesn't know if he can, referring to raising their next child. "You don't have to," she assures him, "We're going to do this they way we do everything: together." Smiling, David asks his wife how he could forget that, before pointing out that the two of them have a nursery to build. The royal couple make their way out of the hall, hand-in-hand.

314 37
Regina explains the situation.

Back in Storybrooke, David, Emma, Regina and Hook are marching through the woods as the latter asks the prince if he has any idea why the Wicked Witch would send a demon that looked like him. Charming says that he has no idea, recounting that it was just there, wearing his face and harping on his deepest fears. This makes Regina stop, surprised to learn that it knew his deepest fears, and David confirms this, adding that it knew things he'd never told anyone, even Mary Margaret; it wasn't until he'd admitted these fears that he was able to defeat the dark being by stabbing it with the hilt of his sword. Regina asks where his sword is now and David says that that's the strange part, for when he killed the manifestation, the hilt just disappeared. This further worries the Mayor and Hook asks her what this means, leading her to explain that our true courage comes out when we face our deepest fears, so when Charming used the hilt of his sword to vanquish his fears, his courage transferred into it. He asks why it disappeared, to which Regina says, "It didn't disappear... she took it." Emma is shocked to learn that the Wicked Witch stole her father's courage, but Regina amends herself by saying that the hilt was a symbol of David's courage... but symbols can be powerful totems.

314 38
The Wicked Witch has David's courage.

Over in the loft, we see the hilt of David's sword resting in Zelena's purse as she closes it, putting it on her arm as she grabs her coat. Mary Margaret approaches and thanks her new midwife for coming over, but Zelena assures her patient that it was lovely getting to know her, requesting that she please thank David again for meeting with her. She adds that she heard so many stories about Snow's courageous prince and she just feels so lucky to have met them both. Mary Margaret tells her that she and David are the lucky ones because, with the curse, she had no time to prepare for the baby, but now she feels like she can stop panicking. "Of course you can. There's no reason to be scared. That's what I'm here for," Zelena says, smiling widely before receiving a hug from the gleeful Snow White.

314 39
The imp is back in town.

Back at the farmhouse, Emma approaches the storm cellar with Regina, David and Hook and notices that the lock is now busted, unlike before. She readies her gun and requests that David opens it; he does so, and nothing happens immediately, leading a sword-toting Hook to point out that so far so good. Emma tells the others to stay alert as they follow her down the stairs, and Regina states that there's definitely dark magic there, wondering if Emma can feel it. She simply replies that, whatever she cam feel, it's not good. The four of them stare at the empty cage in front of them, seeing that its lock is also busted, and the blonde wonders what the Wicked Witch would keep in there, suggesting flying monkeys. Seeing something, David refutes this idea, turning on the light to reveal a spinning wheel in the middle of the cage. He bends down and picks up a strand of golden straw, asking how many people they know who can spin straw into gold. "Rumplestiltskin..." Emma states, awestruck; Regina lets out a smile. The shot simply settles on the Dark One's spinning wheel.


314 Title Card




Due to CBS' broadcast of the 2014 NCAA Men's Division I Basketball Tournament that ran overtime and altered that network's schedule, the outing saw a three percent drop from the previous episode, placing a 2.1/6 among 18-49s with only 6.91 million tuning in, but still won its time slot despite the setback.[2]


The episode was met with mostly positive reviews, with many critics noticing the series taking a serious darker tone this time around, while a few thought the Rapunzel storyline was weak.

  • Hillary Busis of Entertainment Weekly gave it a good review: "Tonight's episode of Once was a lengthy meditation on fear that culminated in wicked Zelena getting her once-green mitts on a very special magical item: Prince Charming's courage, or at least "a symbol of it," according to Regina. So far, there don't seem to be any immediate consequences to what just happened; it's not as though David immediately turned into a sniveling coward once his courage was gone. We can, however, infer that the Witch is on some kind of Wizard of Oz-inspired collecting spree -- one that, more likely than not, will find her looking to gather up a (symbolic) heart and brain to go with her newfound courage. Given her interest in Charming's wife, as well as the show's historical interest in what's beating within the princess's chest, it stands to reason that Snow's heart may be next on Zelena's list. (Think a cow as white as milk and a cape as red as blood also made it in?)"[3]
  • Amy Ratcliffe of IGN gave the episode a 6.7 out of 10, mostly due to the lack of character study in the Rapunzel storyline, calling it "Lame" and "Dull."[4]


Gallery of photographic stills released to promote the episode.

External Links


  1. Adam Horowitz tweet.
  2. "TV Ratings Sunday: 'Believe', 'Once Upon a Time', 'Crisis' & 'Resurrection' Slide + 'American Dream Builders' Premieres Low" from TV By The Numbers/Zap2It (March 24, 2014)
  3. "'Once Upon a Time' recap: Fear Itself", by Hilary Busis, Entertainment Weekly (March 23, 2014)
  4. ONCE UPON A TIME: "THE TOWER" REVIEW, by Amy Ratcliffe, IGN (March 24, 2014)