Narrator: "There is a town in Maine

Emma: "I'd like a room"

Granny: (hands her a key) "Welcome to Storybrooke!"

Narrator: where every storybook character you've ever known is trapped between two worlds. Now the spell has been broken, and the battle will begin!

Rumplestiltskin/Mr. Gold: Magic is coming!

(The purple smoke engulfs the clock tower as the clock strikes 8:15)

Michael Chicklis V.O.: Previously from No Ordinary Family…

(Clip of Regina meeting the Powells:)

Regina: My name is Regina Mills. Welcome to Storybrooke.

(Clip of Helen talking to Regina for the first time: )

"Every Queen needs an army"

(Clip of the Queen talking to Victoria:)

"How would you like to work for me?"

Victoria: "I'm in!"

(Clip of Helen & Jefferson talking: )

Jefferson: "What do you want?"

Helen: "I need to get somewhere to pick up a few things"

(Clip of Katie meeting Mr. Gold) :

Katie: Can I help you?

Mr. Gold: My name is Mr. Gold. I'm looking for something I've lost.

(Clip of the Powell kids being caught by Winnick and the Blind Witch:)

Winnick: we've got company!

Blind witch: I smell children!

(Clip of Maleficent talking to Helen. )

Maleficent: You have a deal.

(OUAT opening titles)

Henry came in Snow's apartment to find Emma and George.

"Henry, what happened?" Emma asked with concern, "where were you? We were so worried about you!"

"I went with who I thought was you, but it turned out to be a shapeshifter." Henry said.

"Are you sure you haven't been reading too many comic books?" Emma asked skeptically.

"I wouldn't make this up!" Henry said.

"He's right," George said, "it must'a been that nutjob freak, Victoria."

"I guess you're right Emma said, "at this point I'm starting to believe anything."

"Anyway, she took me to the Queen's old office, and the Queen was there, but I think she's scheming with the shapeshifter." Henry said.

"Sounds like Regina's M.O." Emma said, "she makes new friends and already she's plotting some attack method with them."

"I think the best plan now would be to track down these crazy b—" George said. He was about to curse, but seeing Henry, he picked a different word instead. "witches."

"Yeah, but how do you propose to do that?" Emma said.

"This is a small town," George said, "do know of anyone who might know of Regina's whereabouts?"

"I think I might," Emma said.

Belle was tiding up Mr. Gold's shop when Emma and George came in.

"Gold!" Emma called, "Rumplestiltskin? We have to speak with you!"

"He's not here," Belle responded.

"Where is he?" Emma said.

"Wait a minute," George said, "Who's she?"

"I'm Rumplestiltskin's true love, but Regina locked me away." Belle said. "My name is Belle."

"We need to ask your boyfriend some questions, so you have to tell us where he is," George said.

"He didn't say," Belle said, "all he said was he was going on a trip, and he would be back in a few weeks. He told me to stay here and watch over the shop."

"Do you have anyway of contacting him?" Emma asked.

"Not that I know of," Belle said, "but there could be an item in this store that could be of use."

"Like maybe this?" George asked, as he held up a crystal ball.

Meanwhile, at the Blind Witch's cottage…

"You'll cook nicely," the Witch said, as she stroked JJ's cheek. "so nice and tender! Now, little boy, disrobe."

"What?" JJ asked in disbelief, "you want me to strip naked in front of my sister?"

"Gross!" Daphne exclaimed.

"Don't worry, she doesn't have to watch." the Blind Witch said, as she motioned to Winnick, who bore his claws.

"Please," JJ said, "I'll do as you ask."

He took off his shirt. Suddenly, there was a loud thumping at the wall. Jim and Stephanie Powell broke in, along with Snow White and Prince Charming.

"Unhand those children!" Charming yelled.

"Winnick?" Stephanie asked, as she faced their fierce foe, "I thought we defeated you."

"You may not have realized, Dr. Powell, but I've got quite the healing factor." Winnick said.

"Well, let's see how quickly you heal from this!" Jim shouted, as he pushed Winnick through the back wall of the house with incredible force.

"Kids, get out of here, now!" Jim commanded his children, as he freed Daphne from her cage. JJ put on his shirt, and the Powell kids complied with their father's request.

"Oh, they're not going anywhere!" the Blind Witch hissed.

Stephanie ran up and punched her in the blink of an eye.

"Bet you didn't see that coming!" Stephanie said. "C'mon, kids!"

"No!" the Blind Witch yelled, "My tasty morsels will not escape me again!"

She barricaded the door using her dark powers. Snow White suddenly leapt on top of her.

"Go!" Snow commanded, "I'll handle this!"

"JJ and Daphne, go!" Stephanie shouted, as she pushed a window open, "I'll help Snow!"

Meanwhile, Winnick recovers from his attack.

"You can't keep a bad dog down," Winnick said, "and now it's super season, and you're first on the menu!"

"I think there's been a slight change in the entrée." Charming said, as he blocked Winnick with his sword.

Jim grabbed Winnick from behind and Charming rushed at Winnick with his sword. Charming sliced Winnick's shoulder, and Jim bent the steel cage, to hold Lucas Winnick. Meanwhile, Stephanie and Snow fought the Witch. They bound the witch in steel bonds that made her magic impotent, and rushed out of the house with their husbands.

"I think we'd better sit down and talk about what just happened," Stephanie said.

"Starting with what you two were doing sneaking around the home of a cannibalistic blind witch!" Jim yelled at his children.

"Well, it's a long story," Daphne said. "We can't tell you, because if we do, she'll kill you and everyone in Pacific Bay."

"Who?" Jim asked.

"Regina," Daphne said.

JJ secretly held the parchment behind his back.

Meanwhile, in Pacific Bay at Katie's house, Mr. Gold talked to Katie…

"Can I get you anything?" Katie asked her strange visitor, "Coffee? Tea? Beer? A signed collection of Superman Tupperware?"

"A cup of tea would be just lovely," Gold said, in his smooth Scottish accent.

Katie prepared the tea as Mr. Gold sat at her kitchen table.

"If you don't mind me saying so," Katie said, "I don't usually get too many men past my front door. Usually they're frightened off by my collection of lifesize Friday the 13th figurines, but it appears you have a strong tolerance for nerds."

"Let's just say I'm invested in your future and leave it at that," Rumple said.

"My future?" Katie said, "you don't even know me, so, no offense, but I don't want strange men deciding my future."

"None taken," Gold said, "although I can see you have a lovely little child to support, and I think I can help you with that."

Katie got up to get the tea, when the kettle started boiling over.

"Not to change the subject or anything, but when you came here you said you were picking up something you lost." Katie said.

"Yes, well, in turns out I'm a bit of a collector myself and I was wondering—"

"Oh gosh," Katie said, "you're going to tell me about your priceless issue of Amazing Spider-Man #1, aren't you? Trust me, I have no idea where you could find that."

"Calm down, Ms. Andrews," Gold said.

"Actually, it's Mrs. Smith, now." Katie said, flashing her wedding ring, "I was just married a month ago."

"Congratulations," Gold said, "now as I was saying, Mrs. Smith, the item I'm looking for is far older a bit more precious. An antique medallion. I was wondering if you had it in your possession, or knew of someone who was a connoisseur of antiquities."

"No, I don't," Katie said, "but I'm sure if you could find it on an e-bay auction. I got my vintage autographed model Batmobile signed by Adam West at a steal for only $100. By the way, how did you know my name?"

"I've got a thing for names, Dearie." Gold said. "It's my specialty."

Joshua walked in the door.

"Sorry I'm late, Katie," Joshua said, walking in with a couple of grocery bags, "I got stuck in tr…who's this?"

"Hello," Gold said, "My name is Mr. Gold. I was just talking to your wife here about an antique item I once lost."

"Joshua," Joshua said, shaking his hand. "Pleased to meet you Mr. Gold."

"Charmed, I'm sure." Gold said. "now if you'll excuse me."

"See you later!" Katie said.

"Oh, one thing I neglected to mention," Rumple said, "I recently ran into your friends, the Powells. How could it have slipped my mind? They informed me of your need for child protection services."

"Our child needs no protection," Joshua stated firmly.

"Ah, but a time may come when certain government officials may start to question you, when the child's DNA is investigated. You don't want that, do you?" Gold asked. "I'm willing to make you a deal, help me find my medallion or your child will belong to me."

"You can't do that," Joshua shouted, "we won't let you take our son!"

"Of course you won't," Gold said, "Do we have a deal?"

"Deal," Joshua said, shaking his hand firmly.

Meanwhile, in Helen Burton's facility…

Helen had August/Pinocchio strapped down to a table.

"Pinocchio," she cooed, "wake up, my little wooden puppet."

"Wha-?" he asked groggily, "What's going on? Who are you?"

"I'll ask the questions," Helen snapped, "I want to know about the enchantment connected to the well in Storybrooke."

"I don't know anything about it," Pinocchio said, as his nose grew.

"Why my dear boy," Helen said, "I do believe you're lying, and that is something I will not tolerate. When I was in Storybrooke, I dropped off antique clock at your father's woodshop. The clock is actually a cleverly disguised time bomb set to go off when I press the remote-controlled detonator. Tell me what I want to know, or your father dies. "

"Alright, I tell you," Pinocchio said, "The well…the magic has the power to…return to you…what you lost."

"Except now that Rumplestiltskin has polluted it with magic, the properties have changed." Helen said, "No matter; you've been most helpful. Guards!"

Two armed guards came in.

"Take this down to the old lumber yard and have it disposed of!" Helen said.

"No!" Pinocchio yelled, as they carted him away.

Jefferson walked in with two guards.

"Jefferson," Helen said, "I trust you received my message and were able to find your way here."

"My hat led the way," Jefferson said, "I'm not here for a social visit. Can we please get on with it?"

"Yes of course," Helen said. "Throw your hat into the ring, please."

Jefferson set his hat upon the floor and spun it. It spun for a bit, and then stopped.

"What happened?" Helen snapped, "You twit! It didn't work!"

"I should've known," Jefferson said, as he brought his palm to his forehead, "there's no magic in this city!"

"If it's magic you need," Helen said, "I may have some in short supply. I was able to obtain a few baubles from Storybrooke. Plus, you can thank Mr. Gold. I think I still have some magical residue on me from when he turned me into a snail."

"If it's magic you desire," a female voice said, "allow me!"

Maleficent stepped out from the shadows, as she waved her staff in the air, creating a cloud of green mist.

"Splendid," Helen said, as the hat started to spin, emitting a purple fog that engulfed both Helen and Jefferson. Maleficent smiled in delight as they disappeared.

Helen and Jefferson arrived in a hall where several doors surrounded them.

"You're doing a marvelous job, Jefferson," Helen said.

"Just as long as my daughter will be safe." Jefferson said.

"Oh, don't you worry, Hatter." Helen said, "Rest assured, she'll be fine."

"That's what Regina said, too." Jefferson said.

"I'm a woman of my word," Helen said, "As a Brit, I read Lewis Carroll's story when I was child. I hated it, but now I think I've grown rather attached to it."

"Here's the entrance," Jefferson said, as they approached a looking-glass mirror, "The same amount of people that go in have to return. It's the rule of the hat."

"I understand," Helen said, as she started to walk through the glass. Jefferson stopped her.

"Wait," he said, "I won't be fooled twice. Last time I went to Wonderland, it was with Regina. She tricked me, and left me there to be tortured. You won't do that, will you?"

"Of course not," Helen said, "Such rot. That was with Regina. I'm a different woman, not a madwoman like that Queen. You'll come back with me, I guarantee it. You have a big part in my plans. Besides, I need your assistance, as I may want to enter that emerald door after Wonderland."

"You want to go there?" Jefferson asked. "What are your plans?"

"I'm afraid that information can only be shared with official Globaltech employees." Helen said, "Your daughter will be fine."

"Then let's go!" Jefferson said, as they walked through the glass.

Meanwhile, at Regina's mansion in Storybrooke, George and Emma stood at the gate.

"You sure she's here?" Emma asked.

"That's what this funky crystal ball says," George said.

They entered into the mansion.

"Regina?" Emma called, "Come out, we know you're here!"

"Ms. Swan?"a voice asked.

Emma and George swiftly turned around. The Blue Fairy in her Storybrooke identity was standing by.

"Where's Regina?" Emma asked.

"The Queen's magic has departed from this place," she said.

"Then where is it?" Emma asked.

"If you'll follow me, I'll show you." the Blue Fairy said, as they followed her down a dark passageway.

"Where are we?" Emma asked.

Suddenly, George and Emma are hit by a large metal object. The Blue Fairy stands over them and sneered. She transformed into Victoria.

Victoria whipped her cell phone, and put it to her ear.

"Phase two completed, your majesty," the sinister shapeshifter said, as she walked off.