Author's Notes: A special thank you goes out to BizarreBard. She has been helping me by Betaing this story and giving suggestions on where to take things. I'm very appreciative of her help.

Chapter 23: What Happened to Frederick? Pt. 2

Sometime later they reach a well at the edge of the forest. They get off the bike and walk over to it.

"A watering hole? Literally?" Buffy says.

August nods, "Well, say what you want about me – I always tell the truth."

"I just thought a drink was, like, wine or whiskey." Buffy says.

August laughs, "What, do you want me to get you drunk?"

Buffy shakes her head, "No. Alcohol and Buffy are non-mixy things."

"Why?" August asks.

"Let's just say alcohol doesn't agree with me and leave it at that." Buffy says.

"Fair enough." August says before thinking to himself, 'Elizabeth.' He brings over two cups. He hands one to Buffy, then begins to pull up the well's bucket. "They say there's something special about this well. There's even a legend. They say that the water from the well is fed by an underground lake, and that lake has magical properties."

Buffy frowns, "Magic hunh."

August nods, "Magic, so this legend. It says that if you drink the water from the well, something lost will be returned to you."

"You know an awful lot about this town for being a stranger." Buffy says.

"And you know very little for being the Deputy Sheriff." August says.

"How do you know all this? You've been here before?" Buffy says.

"I know all of this for one very simple reason – I read the plaque." August says.

"You actually believe that?" Buffy asks. She knows magic exists having been the slayer since she was fifteen. But she also knew if all the wishing wells actually granted wishes everyone in the world would be rich.

"I'm a writer. I have to have an open mind." August says. "Water is a very powerful thing. Cultures as old as time have worshiped it. It flows throughout all lands, connecting the entire world. If anything had mystical properties – if anything had magic – well, I'd say it'd be water."

Buffy rolls her eyes.

August hands her one of the cups and they toast.

"Honestly you've been here before haven't you?"

August simply smiles.

Buffy takes a drink of the water and for a moment she sees nothing before…

"Shall we tell Snow White?" Pinocchio asks.

Geppetto shakes his head, "No. Get in the wardrobe, my boy."

"Geppetto, you can't. Things have changed. The savior needs her mother." Jiminy Cricket says.

Geppetto shakes his head, "No, she needs someone to protect her – to make her believe in her destiny. My boy… He can do that. Besides someone has to find the Queen's children."

"You think they're still alive?" Jiminy Cricket asks.

Geppetto nods, "I do. They are there I am sure of it waiting to be found. And my boy must find them as well as protect her."

"I don't understand, father. She said-" Pinocchio says.

Geppetto sighs, "I don't care what she said. All that matters, is you are safe."

"But you told me to be honest, father. You told me not to lie." Pinocchio says.

"Sometimes… We have to lie to protect the people we love, eh? You must look out for the child in this new land. You must protect her as well as find Elizabeth, Faith and Dawn." Geppetto says.

"I don't want to go. I don't want to leave you." Pinocchio says.

"Pinocchio, you must remember what the Blue Fairy said. In twenty-eight years, you must make sure the savior believes. Promise me you'll do that. Promise me you will find Elizabeth, Faith and Dawn as well. That is the only way we'll… We'll see each other again." Geppetto says.

Pinocchio nods, "I promise."

Geppetto smiles, "Oh, good. Here."

"There will be many temptations in this new world, Pinocchio. But, as long as you remain brave, truthful, and unselfish, you will not fail." Jiminy Cricket says.

Geppetto nods, "Here. Get in. Get in. Get in." He guides Pinocchio into the wardrobe. "You'll find me again. And, on that day, I will look at you with pride. You will be a great man, my son." He shuts the door and the wardrobe begins to rumble. When the noise stops, he checks the wardrobe and Pinocchio is gone.

Buffy blinks as she looks around and finally at August, "Pinnochio?"

August nods and smiles, "Yes, Elizabeth. I have fulfilled part of my promise to my father. I found you. Now with your help we can make sure Emma believe."

Buffy nods, "So everything I've remembered. Everything I've seen has been real?"

August nods, "Yes. I am thankful this world has magic, not like the magic in the Enchanted Forrest though. I cast a spell to give you, Faith and Dawn back your memories as well as to show you what happened after you three disappeared."

"My mother?"

August shakes his head, "If the dreams have not shown you who she is then you are not ready, Elizabeth. The spell has a mind of its own. It shows you what you need to know, when you need it."

In town Mary Margaret walks down the street, she crosses paths with several people who appear to be talking and whispering about her. Due to being distracted, she bumps into Granny.

"Oh, gosh!" Granny says.

"I'm sorry, Granny. I must have not been looking." Mary Margaret says.

"I'm sorry, I didn't…" Granny says before recognizing who she bumped into. "Oh. You."

"Excuse me?" Mary Margaret asks.

"You should be ashamed of yourself." Granny says before she quickly continues on down the street.

David fruitlessly tries to scrub the word 'tramp' off of the side of Mary Margaret's car, which has been written with red spray paint. Mary Margaret sees him when she gets to her car.

"Who did this?" Mary Margaret asks.

David shakes his head, "I don't know. I'm sorry. I don't know how any of this happened."

"You don't know? Really?" Mary Margaret says.

"Mary Margaret, I can't control what other people do." David says.

Mary Margaret frowns, "No, but you can control what you do. And you lied. And, now, everyone is calling me a tramp."

"Who told her?" David asks.

"That is exactly the wrong question. The real question is, why didn't you do what we discussed? Why didn't you tell her?" Mary Margaret says.

"I thought we could spare her feelings." David says.

"Right – you thought. Not we – you. And we discussed this." Mary Margaret says.

"I didn't want anyone to get hurt." David says.

"Now everyone is hurt. We had an understanding. We had an agreement. But you not only lied to her, you lied to me." Mary Margaret says.

David sighs, "Mary Margaret, please. Listen to me. If we want to see if… If this – if what we have – is love… We have to do what you said. You know, we have to pick up the pieces, and we've got to move on."

"David, this isn't love. What we have is something else entirely. What we have is destructive, and it has to stop." Mary Margaret says.

"What are you saying?" David asks.

"That we shouldn't be together." Mary Margaret says.

Emma is brushing the leaves off of her yellow beetle, when she notices a red metal box in the gutter. Realizing it's the same box that Henry's book was hidden in, she opens it. The book is inside, fully intact. Buffy and August watches Emma from around the corner.

Regina is watering the plants in her office when Kathryn enters. Faith is finishing up some paperwork for the day.

"It's beautiful. I had no idea you were so good with plants." Kathryn says.

"Well, better than with people, it would seem. What are you doing here? I thought after what happened yesterday, I'd be the last person you'd want to see." Regina says.

"So did I. And then I thought about it, and I realized I owed you an apology." Kathryn says.

Regina shakes her head, "Kathryn, you don't-"

Kathryn sighs, "I know you'd never do anything to hurt me. Faith was right when she said you were just trying to protect me. "I was just so angry, and confused, and I snapped. I'm sorry. I've just been fighting so hard to hold on to David, I've never stopped to ask myself why."

"He's your husband." Faith says. "You love each other."

Regina nods, "You always have."

Kathryn shakes her head, "No, we haven't." She takes out a picture of Mary Margaret and David. "See the way he looks at her? He's never looked at me like that, not even before his accident."

Regina nods, "Kathryn, relationships take work. You can't give up so easily. Isn't that right, Faith?"

Faith nods, "M, is correct. I actually gave up on a friendship once. It took me four years to gain my friends trust back."

"Have either of you ever been in love?" Kathryn asks.

Faith shakes her head, "No. For me opening my heart to love has been an incentive to get hurt."

Regina looks to Faith as she feels sympathy for what her daughter went through, "Yes. Once."

Kathryn nods, "Then, you're lucky. Because what I'm coming to understand is… Is that I haven't. What they have is real. It's true. My marriage to David, it… It just was like an illusion. I don't know how it happened, but it was never real. I know that now. The way David looks at Mary Margaret – that's what I want for me. And I'm going to go out there, and I'm going to find it."

"What are you talking about?" Regina asks.

"I'm sticking to my plan. I'm moving to Boston. Alone. If I stay here, I'll never be happy." Kathryn says.

"And what about David?" Regina says.

"I wrote him a letter – him and Mary Margaret. I told them they should be together." Kathryn says.

Regina frowns, "Uh, I'm sorry. You did what?"

"I can't see him. Not now. It's just too painful." Kathryn says as she hugs Regina, causing Regina to awkwardly hug her back. "I'm going to miss you, Regina. You've been a good friend to me." She looks to Faith, "I don't know you very well, Faith. But thank you for your advice."

"You're welcome." Faith says.

"You're really going?" Regina asks.

Kathryn nods, "You know, it's funny. I've always had this irrational fear of leaving Storybrooke, like something's just holding me back. Is that crazy?"

Regina shakes her head, "No. Change is always frightening. But you know what, Kathryn? This just may be what you need. Maybe you'll find what you're looking for." Kathryn turns and leaves. "Faith why don't you go home for the night and I will see you tomorrow."

"Okay." Faith says.

An hour later Regina opens the front door to the Nolan's house using her skeleton keys. Inside, she sees Kathryn's letter to David on the counter. She takes it and leaves.

Henry is playing his video game on a bench outside the school.

Emma walks up to him with a bag and sits down next to him. "Wow, I love that game. Space Paranoids, right?"

Henry nods, "Yeah, my mom got it for me."

"I used to play that all the time when I was a kid. Relax – it's all in the wrists." Emma says.

"My mom's picking me up in, like, five minutes." Henry says.

"Alright. I'll be quick, then. I just have something I'd like to give you." Emma says as she takes the book out of her bag and gives it to him.

Henry smiles, "You found it! Where'd you get it?"

"I found it in a gutter. It must have fallen off the dump truck on the way to the junkyard and got tossed around in the rain. And, somehow, made its way back to me." Emma says.

"Wow. That's crazy." Henry says.

Emma nods, "What other explanation could there be?"

Henry shrugs, "I don't know."

"Well, whatever happened, it came back to me." Emma says.

Henry nods, "Maybe, it means our luck is changing. Operation Cobra is back on. It's a sign. Things are going to be better."

Emma smiles, "I hope you're right, kid. I got to go."

Dawn walks over to Henry as Emma leaves and sits down. "I need to talk to you."

"Mom will be here in a couple minutes, Aunt Dawn." Henry said.

"Okay." Dawn said. "Then we'll try and find a time when we can get together. Henry I am going to need answers. Answers to who my parents are. Answers about the curse. Answers about the Evil Queen."

Henry looks at Dawn, he can see it in her eyes, "She told you. My mom told you that she was your mother."

Dawn nods. "You understand why we need to talk. Before I talk to her again I am going to need answers. And you're the only one who can give them."

Henry nods, "Alright. The question is are you ready for them?"

Dawn sighs, "I don't know."