Disclaimer: I am not affiliated with Once Upon a Time. I am not making money off of this story. I am an unapologetic August W. Booth fan (Booth Babe).

Author's Note: I actually had this story planned after the Season 1 finale aired. I started writing it for the first August Appreciation Week on Tumblr back in March but got hit with writer's block. I'm happy to be presenting it now. And, BTW, I'm not sorry for the Feels ;)

It was late and Marco was only just starting to put his tools away. He hadn't planned on working so late, but his assistant had called him in the morning to tell him he wasn't well and wouldn't be able to join him. He really hadn't sounded well at all. And in fact, the day before he was starting to look very ill. So he told August to just take care of himself. He hoped it wasn't anything serious. He'd grown attached to the man.

The sound of pedestrians passing nearby caused him to look up. He recognized them. It was Michael Tillman and new-found children Ava and Nicholas. They waved when they saw him. He waved back.

He watched them as they turned the corner and disappeared out of sight. They looked like a happy family. Marco felt a familiar sense of longing and loneliness come over him. He understood that Michael Tillman had been a reluctant father but he seemed to be doing fine as one. Sighing, Marco resumed packing up his workshop. He hoped Michael Tillman knew how lucky he was. What he wouldn't give for a child of his own.

Meanwhile, at the hospital:

"I already told you everything. DO something!" Emma exclaimed, dumping Henry's backpack on the bed.

"Look, I understand you're frustrated Miss Swan," Dr. Whale replied. "I do, but I need something to treat. Right now there is no explanation. It's like..."

Something started to click inside Emma's mind. "Like magic." She picked up Henry's fairytale book.

Flashes. Memories. It all hit Marco. A forest...the Enchanted Forest...that was his home. Geppetto...his name was Geppetto...carving a puppet...Pinocchio...the whale..his boy his saved him...his boy came to life...his son... Pinocchio.

He stumbled as it all flooded back. His son...he had a son! The memory of his boy overwhelmed him. He remembered all of his features so clearly. Playful, bright eyes so blue they pierced the soul. 28 years...the curse...had it really been 28 years since he held his son? Since he looked deep into those blue eyes? Where was his boy?

Wait, he'd seen those eyes before. His assistant, August...that longing look August had when he saw him...August knew how to fix the clock! The clock his father taught him...August was his son!

Geppetto dropped everything and ran out the door. He had to get to Granny's.

On the way there, his first conversation with August replayed in his head. "I don't think I became the man he wanted me to be." He seemed so wracked with guilt. What happened? "I made him a promise, a long time ago. By the time I got around to making good on it, I think it was too late." Promise..he made his son promise to look after the savior in this new world.

He didn't know Emma too well, but he knew that she arrived in town alone. And he gathered that she grew up in the foster system seemingly with no one. What happened to his son?

On some level, he already knew. This world was so different from the one they came from, his poor boy must have crumbled under the fear and left. Geppetto shook his head as he realized what he did to his child. How could he have been so foolish? Sending his young son to a strange new world to look after a baby? And he'd only been alive for a short time too; he was practically a baby himself! It must have been too much for his poor boy. He had to get to his son. He had to let him know that whatever happened wasn't his fault.

His worry increased as he thought more about August, who hadn't come into work today because he was sick. And he hadn't answered the phone when Marco called him in the afternoon to check on him. What was wrong with his son?

Finally, after what seemed like forever, he reached Granny's. Entering through the door, Geppetto was a little relieved neither she nor Ruby - no Red - were at the desk. He wasn't sure if they remembered anything either and he didn't want to explain why he was rushing up the stairs.

Room number 2 - that was August's room. He knocked on the door. "August, are you there?"

"Marco?"

The choking, labored voice alarmed him. It was now or never. He had to find out if that was truly his child in there. "Pinocchio, is that you?" Nothing. "Pinocchio?"

"Father?"

That was him! That was his son. A wave of emotions came over him - relief, joy, sadness, guilt, worry... "Son, open the door."

"I can't."

That was all the motivation Geppetto needed. He had to break the door down. He had to get to his son; something was very wrong with him.

After a few seconds he managed to break the door open. And what he saw when he entered..."No!" he exclaimed, horrified.

His son was lying flat on the bed, almost entirely wooden. Except for his face - and his eyes, still so blue, looked at him with a mixture of sadness, love, fear, and shame. "Father..."

"My boy!" He rushed over to his son.

"Father...how do you remember?"

"I don't know . Maybe Emma's breaking the curse...what's happening to you?"

"I failed…I let you down," August choked out. "I couldn't handle it. I broke my promise. I ran away…left Emma when she was a baby…I'm so sorry…"

"Shhh...There is nothing to apologize for." Geppetto sat on the bed and stroked his son's hair. "I'm the one who should be sorry. You were just a child. That was too big of a burden to bear. " He shook his head, fighting the tears that formed as his worst fears were confirmed. "I might have known it even then. " He had wanted to save his son and now his son was dying because of him.

August wasn't sure what to say. He took a deep, visibly painful breath. "I'm scared," he admitted, a tear falling down his cheek.

Geppetto brushed it away even as his own started to fall. "What do I do?" he asked helplessly.

"Just stay please," he replied. If these were truly his last moments at least his father would be with him.

Geppetto repositioned himself as another pang of grief hit him as he realized he couldn't even lift his son and hold him against his heart. Too much of his son's body had been turned to wood. He had to settle for cradling his son's head. "I'm not going anywhere, I'm staying right here," he soothed.

In spite of everything, relief shown in August's eyes. "I love you, Father."

"I love you too, my son."

The cruel irony wasn't lost on him; his son had come to life as a real boy in his arms and now his son was turning back into wood and dying in his arms 28 years later.

Twenty-eight years. He missed out on his son's whole life. His son was a grown man. He wanted to hear about Pinocchio's life. He wanted to hear even more details than what August had told Marco over the last few days. But he couldn't. His son could barely breathe, he couldn't ask him to talk. So they remained in silence, simply wrapped up in each other's presence.

And then she suddenly entered. Emma. The Savior. "August…No. What's happening to you?"

"You can see it now…you believe."

"Yeah…I do." She finally noticed Geppetto. "Marco, what are you doing here?"

He looked down at his son, then back at Emma. "Actually, it's Geppetto," he replied sadly.

Now it was Emma's turn to look back and forth between the two as she made the tragic connection. "How do I stop this?"

"Break the curse."

"I'll do it I promise, but I gotta save Henry first and I need your help."

"No, you don't."

"Yeah, I do. This is all too much. I-I just... talked to the Evil Queen and Rumplestiltskin about a quest to find magic. I can't do it August, I can't. No normal person can."

"Luckily for us, you're not normal. You can save Henry. You can save all of..." Wood began to creep up his face and he stopped talking.

"August!"

"Pinocchio!" August's eyes became wooden and lifeless. "No!" Geppetto buried his face in his son's neck, overcome with sobs.

Emma could only watch while crying herself. How could this be happening?

Geppetto finally looked up at her. His tear-stained face and grief-stricken eyes were too much. "Please!" He begged. "Save him."

Emma nodded, even more determined than before. Still visibly shaken, she headed out.

Geppetto stared at the door even after she'd gone and thought back to the things she said. The Evil Queen and Rumplestiltskin …could she trust them? And then he decided it didn't matter since he didn't think there was any other option. Saving Henry…her son was in danger? He cradled his son's lifeless, wooden body. If it was too late for his boy, he hoped Emma could still save her son from whatever was happening to him. At least one parent should still have their child!

Geppetto opened his eyes. Light shown through the window. It was morning. Had he actually been able to fall asleep? How many hours had gone by since Emma left? He was still cradling his son. His son was still wooden. Not alive. A fresh wave of grief came over him, but he found he had no more tears left.

Gently, he laid his son down and walked over the window. Outside, it looked like a normal day in Storybrooke. But it wasn't. Not for him. It never would be again. What was happening out there? Where was Emma? Was her son okay? Had she broken the curse? What if she hadn't survived what the Evil Queen and Rumplestiltskin made her do? Who would break the curse? And if she did break the curse than why was his son still lifeless?

Maybe that was his punishment. He robbed Snow White of her child, so he lost his. And an even worse thought suddenly crossed his mind. What if the stress of being separated from her husband for 28 years caused Snow to go into early labor? If he hadn't forced the Blue Fairy to lie to them, Snow and her husband could have gone together, had their child and raised her, while he himself would have had his boy with him. What if he'd separated all three of them from their children for nothing?

Maybe he was overthinking things, since it was impossible to know what would have happened. But all he knew was that his son was dead. Because of what he did.

He didn't care what happened to him. Let Snow White and the Prince banish him, imprison him, whatever they wanted to do. It didn't matter. His son was dead. Nothing mattered anymore.

And then all of a sudden, a blast of light he barely saw coming hit him. A massive shockwave ran through his body. He recognized that feeling. He experienced it last night only now it was more powerful. Magic.

Geppetto turned about, and his eyes widened at the sight. His son was engulfed in a bluish light. He tried not to let hope fill him, but the last time that this happened…

… his son was human again. August gasped for breath and Geppetto rushed over to him. "My boy!" He grabbed his hand and stroked his son's face. "My boy."

August looked up at him. "Father?"

"You're alive!" Tears of a very different kind formed in Geppetto's eyes. Apparently he still had some left after all.

August was trying to comprehend everything. "What happened?"

"Emma must have done it. She must have broken the curse."

August finally smiled but then it faded as the guilt he was so familiar with returned. She broke the curse. No thanks to him. "I'm sorry I broke my promise…"

Geppetto shook his head. "No. None of that. I told you. It's my burden not yours. That was not your promise to make. And anyway, you still came back to try and fix it." He gazed proudly at his son. "I told you before, that's enough."

He helped his son sit up. August was still trying to steady his breath. "I'm a…" he looked down at his human hands, turning them over and over. "A real boy?" he quipped, looking up.

Geppetto chuckled and placed a hand on his son's neck. "You are." And then he looked at him wistfully, truly realizing that his son wasn't a boy anymore and had grown up without him. As proud as he was he couldn't hide the regret and longing in his voice. "Look at you, you're a grown man."

August had to fight his emotions too. "Look at you, you're…" he wasn't sure what to say.

Geppetto chuckled again. "An old man?" he offered.

"Actually I was going to say you look just the same…" his voice trailed off into a laugh which quickly became a sob, followed by another. It was too much. The curse had been broken in spite of his failings, his father didn't blame him, he'd gone from wood to human again and was finally reunited with his father after 28 long years…it was too much.

Geppetto immediately pulled his son into a hug and they held each other tightly. "Oh, Pinocchio. My boy." August buried his face in his father's shoulder and fresh tears streamed down Geppetto 's face. "My son." He was as overwhelmed himself, and it was a moment before he could speak again. "I don't care how old you are. You're still my boy. You always will be. I love you and I am so proud of you."

August's muffled voice, still thick with emotion, responded with "I love you too."

Neither relaxed their hold on each other. They'd never be able to get back 28 years worth of time and memories, but with that embrace they felt 28 years' worth of love. Geppetto missed his little boy, but he was looking forward to getting to know the man his boy became. The last time his heart felt this full was that day on the beach all those years ago, the first time his son came back to life, finally holding his living, breathing, real child in his arms. The fact that his son was even alive was enough. And August allowed himself to be 7 years old again, and melted into his father's embrace. They were laughing and crying at the same time.

Countless minutes later, a knock on the door interrupted them. "It's me, Jiminy. Is anyone there?"

August and Geppetto looked at each other and smiled. Jiminy found them. "We're in here!" Geppetto called out. "The's door's open."

The man once known as Archie opened to door and walked in. His tentative gaze turned into a smile and as he saw his best friend and who he correctly guessed was his best friend's son. "I knew it."

Geppetto headed over to his old friend and embraced him. "The curse is broken."

August watched them. "So what now?"

Jiminy looked over at him, still smiling yet still in disbelief that they were all finally together again. He went over and embraced August. "Oh Pinocchio, it's really you."

"Yeah, Jiminy. It's me."

Geppetto stood looking at the two most important people in his life. Was this really happening? Were they all really together?

He was about to walk over and hug them both at the same time, when Jiminy suddenly stood up and went to the window. "What is that?" Jiminy asked.

August and Geppetto looked at each other, confused and worried. August stood up from the bed and then immediately stumbled. His father rushed over and caught him, looking at him with concern. "I'm okay," August insisted. "Just a little wobbly."

Geppetto only slightly relaxed his grip. "I got you."

August gave him a wistful smile, "I know you do." Leaning on his father, they joined Jiminy at the window.

The approaching purple smoke they saw made their eyes widen too. "What is that?" Geppetto asked, repeating Jiminy's question.

"Something bad," August responded, not taking his eyes off of the oncoming cloud.

As the purple smoke came closer, Geppetto put a protective arm around his son and squeezed his shoulder. August turned his head and Geppetto smiled at him. He didn't know what the purple cloud meant or what it would bring, but he knew no matter what he was going to be at his son's side. They'd lost too much time together already, and whatever happened, they would face it together.