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And you encountered all these things by literally falling down a rabbit hole.

Dr. Lydgate to Alice

"Down the Rabbit Hole" is the first episode of ABC's Once Upon a Time in Wonderland. It was written by Edward Kitsis & Adam Horowitz, Zack Estrin, Jane Espenson and directed by Ralph Hemecker. It premiered on October 10, 2013.


Alice returns home to her father telling her that everyone thought she was dead. Her imaginative stories about a talking White Rabbit and a mystical place called Wonderland end up getting her admitted into an asylum where Dr. Lydgate convinces her to have a procedure that will allow her to forget her pain. Right before the operation is set to take place she is rescued by the Knave of Hearts who takes her to the rabbit who informs her that her true love Cyrus is still alive. As the trio then jumps into the portal returning to Wonderland, Alice sets out on a quest to find him but the villainous Jafar and the Red Queen have other plans for her.[2]


This section is a detailed recap of this episode. There are major spoilers. Click to expand.

In Victorian England of the past, a hole suddenly erupts from the ground near an overgrown play tea set. A young Alice emerges. She runs across a large field and down a road, heading home, shouting for her father, Edwin. She reaches her front door and, finding it locked, pounds on it, calling out to her father. He opens the door, and stares at his daughter in shock. Alice obliviously begins to tell him the story of where she's been, and her father interrupts, expressing his shock at seeing her, explaining that she's been gone "a very long time" and was presumed dead.

Some time later, young Alice spies through a peephole as her father argues with Dr. Lydgate. Dr. Lydgate claims that Alice's story of smoking mushrooms and giant caterpillars are delusions, and that he can "cure" her. Edwin responds that his daughter is not delusional, she is merely telling a story. Perplexed, Alice declares to herself that her story is real, and she is going to prove it.

In present-day Storybrooke, as the Wraith's storm begins to brew, Will Scarlet walks down the middle of the main street, causing Emma Swan to swerve her car to avoid hitting him. At Granny's Diner, Ashley Boyd locks the front door, conversing casually with Leroy. Will bumps into Ashley as he approaches the front door. Leroy informs him that the diner is closed, and Ashley advises him to find a place to stay dry during the storm and the pair walk away. Will replies that he'll "get right on that", twirling Ashley's key to the diner.

Will enters the diner and pours himself a cup of coffee, leaving money on the counter. He takes a sip, then puts the cash back in his pocket. The diner begins to shake violently, knocking a picture off the wall and glassware onto the floor. A hole blasts through the floor, and the White Rabbit emerges, relieved to have found Will and telling him they're late. An exasperated Will tells the Rabbit that he isn't interested in his "very important dates", and the Rabbit tells him that Alice is in trouble, and needs Will, the Knave of Hearts.

In present-day Victorian England, a grown Alice is escorted through a hall in Bethlem Asylum. She is interviewed by a panel of three men, including Dr. Lydgate, who urges her to answer a question. Alice responds that she doesn't remember. Dr. Lydgate responds that he thinks she does remember, that in her year at the aslyum Alice has been "very clear" in her statements about "an invisible cat, a hookah-smoking Caterpillar, food and drink capable of altering your physical form" and "a murderous Red Queen", all things Alice encountered by "literally falling down a rabbit hole". He points out that it all sounds preposterous when said aloud, asking Alice if she agrees, and Alice brokenly replies, "yes". He tells Alice that when her father brought her to the hospital, he was at his "wit's end" with not only her multiple disappearances, but her "ludicrous explanation" that Alice was searching for proof of "this Wonderland" where Alice had "miraculous, strange and terrifying adventures". He asks Alice if she still believes this.

In a flashback to Wonderland, Alice, beneath the Caterpillar's mushroom, takes a piece of it. As the Caterpillar coughs briefly on his hookah smoke, Alice hurries off down the road as the Caterpillar exclaims, "That's mine! Give it back!".

Elsewhere in Wonderland, Alice enters into the Red Queen's hedge maze, pursued by several of her knights. She pauses, takes a bite of her piece of mushroom and places the rest into the large knapsack she is carrying. Her pursers spot her and she runs off through the maze, quickly growing smaller. Now only a few inches in height, Alice runs under one of the maze walls, next to a gold bottle, only to be thrown to the ground from the wind of a pursing guard's step.

In the present Bethlem Asylum, Dr. Lydgate call's Alice's name repeatedly in an attempt to break her reverie, tapping his hands on the table. Alice flatly answers, "no", saying that her story was not true and she never left England. Dr. Lydgate asks why, suggesting Alice made up her tale for attention, which she "certainly got". He asks Alice what the "real performance" is; her wild tales as a child, or her present-day claims that it was all lies. Alice replies that the "little girl was a fool", and she knows what "really happened".

Continuing the Wonderland flashback, Alice struggles to her feet as guards continue searching the maze for her, their voices distorted because of Alice's small size. Alice pulls the cork from one end of the gold bottle, just the right size for her, and enters it. A male voice asks her what she is doing in the bottle, and a light comes on, revealing a young man and the bottle's inner chamber. Alice takes a bottle with a "drink me" label from a small pouch she's carrying, telling the young man that if he turns her in she will "get big" right there and destroy his bottle. The young man replies that they wouldn't want that, making a joke that "good bottles are so hard to find these days". Alice is slightly taken aback, and the young man introduces himself as Cyrus, telling her "my home is your home".

In the present day asylum, Dr. Lydgate asks Alice where she really was when she claimed to have been in Wonderland. Alice flatly replies, "With a friend", and Dr. Lydgate asks "Where?"

In flashback Wonderland, Alice and Cyrus are conversing in his bottle. Alice tells him that Agrabah "sounds lovely", and Cyrus expresses his home to see it again. He asks Alice where her home is. Alice replies that she is from England, but that it "hasn't exactly felt like home lately". Cyrus remarks that the two are both strangers in Wonderland, that Alice seems like she can take of herself, and asks if she would be returning home soon. Alice replies that she has what she came for, proof that Wonderland is real. Her knapsack begins to move, and Alice pulls the White Rabbit from it. The Rabbit threatens her, and she puts him back into the bag. Cyrus remarks, "a talking white rabbit in a jacket and trousers" and Alice replies that no one can say she "imagined" that. Cyrus agrees, and asks Alice who the proof is for, pointing out that she risked a lot to get the Rabbit, and asks if the proof is for her husband. When Alice responds "it's no one like that", Cyrus is clearly glad. Alice notes it, and Cyrus attempts to cover it up by saying he is glad Alice is not separated from her love, which would be a terrible fate. Alice agrees, and explains that the proof is for her father, who thinks she is "insane". Cyrus remarks that she is risking her life for someone who doesn't believe in her, and claims that if you love someone, you don't need "proof", you can "feel it". Alice replies that things may work that way where he is from, but not in England. She laments, "I wish things were-" but does not finish the statement. Cyrus tells that "anything is possible", pointing out that she found his bottle, and says, "Mistress mine, my will is thine. Tell me your wishes three".

In the present day asylum, Dr. Lydgate begins to say, "Alice, if you wish to be released from this facility-" but Alice cuts him off, proclaiming that she does not "wish" for anything. Smiling at her outburst, Dr. Lydgate asks if it has anything to do with the "genie" Alice believes she met. He reminds Alice that she told her father that she freed him, and the two travelled together, having incredible adventures, and fell in love. He asks Alice if she ready to admit that it was also a lie.

In Wonderland of the past, Alice and Cyrus stand on a cliff overlooking the Boiling Sea. Alice remarks, "Curiouser and curiouser", that the Boiling Sea is more impressive in person than she imagined. Cyrus replies, "As are you", and as Alice gazes at him, she stumbles and Cyrus stops her from falling, telling her to be careful. He remarks that he's never met "a human" quite like Alice, and she replies that she's never met a genie quite like him. Cyrus tells her that he's always the one granting wishes, and is not used to making them. Alice asks what he means, and Cyrus explains that he has spent one hundred years tethered to his bottle, a slave to the wishes of man. In that time, he had one wish; to never be a prisoner again. He tells her that he now has another. Remarking that people in Alice's world "do this" on one knee, he begins to kneel. Alice excitedly responds "Yes!" Confused, Cyrus ask, "What?" and Alice replies, "Yes! Yes, I will!" Laughing, Cyrus tells her that he had a charming, eloquent speech prepared. Alice pulls him to his feet and the two kiss. Pausing, Cyrus lifts a necklace he is wearing, with a glowing red gem. He tells Alice that their hearts are entwined, and he will know when she is near, and she him. Approaching footsteps interrupt their moment, and a worried Cyrus tells Alice to run.

In the present day Bethlem, Dr. Lydgate reminds Alice that she claimed to her father that her love was gone, "murdered". Alice replies that "murder" was not what she said. Dr. Lydgate continues, claiming Alice was "an ignored little girl who wanted to be loved", and so she created a "fantasy land" so she could be who she wanted to be. As a tear falls down Alice's face, Dr. Lydgate tells her that she is not the first child to do such a thing, she is just the first to "grow up and still believe this". Alice responds, "No. I don't believe it anymore." Dr. Lydgate informs her that they don't believe her, that she cries out for Cyrus in her sleep, every night.

In flashback Wonderland, the Red Queen and her guards block the exit from the seaside cliff. Alice and Cyrus take out their blades, the Queen tells the couple she is sorry for interrupting, and steps to the side. Alice and Cyrus take on her guards. The pair fight well, but Cyrus is disarmed. Alice is held by a pair of guards, and the Queen asks her if she can "borrow" Alice. Cyrus is hauled to his feet and one guard holds a spear pointed at his chest and Alice is thrown to the ground. Suddenly, Cyrus knocks away the pair of guards holding him, taking the spear and kicking one of the guards near Alice. All of the guards now on the ground, Cyrus tosses the spear away and he and Alice exchange a smile. The Red Queen makes a motion with her hand, sending Cyrus flying over the edge with a bored "oops". Alice calls out his name, watching as Cyrus disappears into the boiling water.

In present-day Victorian England, Dr. Lydgate informs Alice of a new "procedure" that can take away her "pain" and make her forget what she is "holding on to". Alice asks if will hurt, and Dr. Lydgate tells her that it will hurt far less than the pain she is in now. He offers Alice a pen and a form, telling her to sign. She does. Dr. Lydgate tells to get some sleep, that "tomorrow your life begins anew".

The following morning, Alice sleeps in her small bed, whispering, "Cyrus". Dr. Lydgate looks over his instruments for the procedure, and asks for Alice. In her cell, Alice is woken by a noise.

Late in the morning the next day, Alice is sleeping on a pathetic looking cot in her small room whispering “Cyrus” sadly in her snooze as Lydgate is in his procedure room, leering over a table full of operating utensils, including a long drill used for operating through the skull. As he is slowing cranking it up, Lydgate tells some orderlies to fetch Alice for her lobotomy.

Suddenly, Alice hears a small alarming noise that wakes her from her slumber. She peers through the small barred window of the room's door, but sees nothing but a dark empty clammy hallway. As she lays back down, she hears the door being unlocked, to which she loudly complains that they could have at least give her a chance to get completely dressed but then to her shock, an orderly doesn't walk in, but Will Scarlet does instead. Alice just says “you” to seeing her old friend, to which Will sassily mocks her for not greeting him better after not seeing him for so long. Alice quickly asks him what he's doing at the asylum, to which the Knave just say that they have to go immediately and that he's taken out some of the guards so they have a chance of escaping, but she refuses neither go with him nor to believe that he's even real. Will tells her that he's very real and that they have to go now. Alice refuses to go anywhere, which just annoys Will.

A half a dozen orderlies charge into the room and attack Will as Alice yells at them to remove him. One orderly tries to restrain Alice back to the cot while she defends herself by saying she didn't do anything; to which the Knave agrees, saying that if she was a least bit helpful they would be long gone by now, causing one orderly restraining him to painfully twist his arm behind his back. As nearly the whole group of orderlies is trying to drag Will out of the cell as his hands are tightly clenching the door frame, he yells to Alice that she remembers everything and that she knows him. Alice shouts back and yells, “I don’t want to remember I want to forget.” Will then tells her that Cyrus is alive and the White Rabbit saw him. Alice says that that's impossible, to which Will famously reminds her that “nothing’s impossible in Wonderland.”

Suddenly motivated, Alice brutally and skillfully attacks the men trying to take away her friend. After shoving one of the orderlies to the ground, Alice jumps onto another one, grabs his head between her knees and snaps his neck. She then elbows an incoming orderly in the face and proceeds to slam his head between the door and its frame. The first orderly she attacked gets back up and goes after her but she is able to kick him back down. She knocks down another guy and then faces one of two men holding the Knave that pulls out a syringe and lunges towards her. Alice quickly grabs him and climbs up his body, pulling him to the ground and then breaks his hand, causing him to drop the syringe as he screams in pain. The last man on his feet lets go of Will and tries to subdue Alice but she easily ducks under his swing at her and elbows him in the face, knocking him to the ground. Alice then runs back to inside the cell to retrieve her shoes and then uses them to smack one the other men to the ground again and then uppercuts one other orderly with her shoes, thoroughly knocking him out.

Alice and Will begin to walk off together down the hallway after he has finished fixing his jacket. She sarcastically asks if that was his idea of a rescue, to which he defends himself by saying that he was doing more of a message delivery type situation; but she runs down an adjacent hallway before he can finish. They exit the hospital into a dank hallway between different buildings. Waiting for them there is the White Rabbit holding his golden pocket watch; complaining that Alice is late, but she says that to him everybody's late, to which he says he does have high standards as the trio run down that passageway. Percy complains about how the hard floor is pretty hard on his paws and then suddenly Lydgate shows up in a parallel hallway, begging Alice too return to the asylum, saying that he can help her get better. Suddenly, the White Rabbit appears from behind a nearby wall, complaining that they shouldn't stick around and listen to the stubborn doctor and makes himself clearly visible to the shocked Lydgate. Alice sharply remarks, "Seeing thing’s Doctor? I hear there’s a procedure for that.” The three friends then proceed to open a large door leading to the outside, leaving a speechless Lydgate in his tracks.

Coming into the busy market place, the three of them begin to quickly run away from incoming orderlies trying to seize them. The trio run down an alley to find a dead end, with the orderlies and local police closing in. Will is worried about the incoming men but then both he and Alice order the rabbit to “dig his hole.” Percy walks over to the nearby wall and places his right hand on it and makes a circular movement, magically digging a hole through the fabric of reality itself, thus creating a portal to Wonderland. The White Rabbit then jumps through it, leaving Alice and the Knave to do the same. At first, Will is reluctant to return to Wonderland because he didn't leave it on good terms, to which Alice agrees the same happened to her but she is going to go back. Will still refuses to go through the portal so Alice reminds him that once long ago she got him back his heart and that now he has to do the same for her, or he can take his chances with the orderlies and police that have just spotted them. Finally motivated, Will and Alice join hands and proceed to jump through the portal to Wonderland.

After the trio's blue and white swirling portal appears in Wonderland's sunset sky, the rabbit easily and impressively lands on a small wooden dock, catches his black top hat in one hand, and eloquently places it on his furry head. Alice and the Knave's landing is not quite as graceful as they unsteadily land on the bouncy and delicious surface of the Mallow Marsh; a marsh that is literally made out of marshmallow. After trying to balance themselves, Alice warns her friend of their current location, to which just annoys Will because of the place's illogicalness. The two humans hurry across the sweet surface to get to the dock but Alice stops midway to impatiently ask Percy where exactly he saw Cyrus. The rabbit quickly tries to debunk the idea that he told Will that he saw Cyrus like the Knave said, but that he seeing Cyrus was more of a figure of speech. At attempting to correct his previous statement, the White Rabbit tells the two that in actuality, he was having tea with the Dormouse and he said that he saw Cyrus. Hearing this concerns and annoys the Knave, since this means that he and Alice came all the way to Wonderland on the word of a narcoleptic rodent. Alice tells the rabbit to ignore Will and go on, and asks him where the mouse said to of seen the genie. The White Rabbit states that Cyrus was seen at the Mad Hatter's old house, while the crazy Jefferson hasn't been in Wonderland for quite some time (even since he was taken by the Dark Curse to Storybrooke). Will unhappily adds to this, saying that the Hatter is never coming back to this crazy world, as he has made himself a nice life back in the little town. Will complains about how his life was also better in Storybrooke, as the dragon flies in Wonderland are actually reptilian for example.

Alice and Will then notice that they are starting to sink into the tasty bog. Regardless, Alice asks where the Hatter's house is located as Will struggles to free himself from the marshmallow. The rabbit tells her that it's on the edge of the Tulgey Woods, not far from the marsh. Seeing his friends are progressively sinking, Percy runs off to “go get help.” By now, Alice is only waist down into the marsh, as the Knave is nearly up to his underarms. Alice tells him to stop struggling as he will just sink faster, but he ignores her suggestion; saying he's going to “die like a bloody s’more”. This inspires Alice to grab hold of one of the nearby hovering dragon flies and starts squeezing it's stomach to cause it to heavily breathe fire onto the surface of the swamp, in effect roasting it to a point to where the two can grab hold of the solid surface long enough to free themselves from their predicament.

Alice, along with Will wearing full suit of marshmallow, reach the small dock and begin to rub off the sticky sweets. As Will is beating his black leather jacket against the dock to get the white mush off of it and his friend is taking it off her white corset, he asks her where the rabbit is; because he wants to be spending the night in Storybrooke. Alice tells the Knave that he can't leave, since they haven't found Cyrus. Will doesn't seem to care since Percy didn't even see him, and if he knew that, he wouldn't have even come to Wonderland, for all they know, the genie is dead. Alice is convinced that Cyrus has survived but Will tells her that he did a lot of bad things in Wonderland and many people want to see him dead, for reasons that he doesn't even consider bad ones. He doesn't see why he should risk a future he's keen to see on a hunch and begins to walk off when Alice tells him that she can pay him, causing him to immediately turn around and ask her how, for she has nothing to pay him with. She corrects him by revealing secret compartment inside the heel of her right shoe and pulls out three tiny shimmering red diamonds. She tells Will that they're wishes. He's confused of why she wouldn't just use one to wish Cyrus back to her. She explains that wishes come with a price, for example, if she wished Cyrus back then he might arrive hanging by a tree with a noose around his neck, for sometimes with wishes there is literally a string attached. Will, perks up and says that if he had a wish he would make his request consequence proof. They then agree that if he helps her find Cyrus, he'll get a wish. Before carefully placing the wishes back inside her heel, Alice asks Will to get her to Tulgey Woods and he asks her if truly believes the rabbit, to which she says she does.

Running frantically as fast as he can on a far off dirt road, the White Rabbit suddenly stops in his tracks as he is alarmed at seeing a caravan of the Red Queen's soldiers (also known as the Red Army) in two rows standing in front of a fancy tan carriage outlined in a scarlet red. The royal carriage belongs to the ruler of Wonderland: The Red Queen. The queen's two personal attendees, brothers named Tweedledee and Tweedledum stand at the carriage's door. The pale faced blonde regal steps out of the carriage with a perfect posture while taking the hand of Tweedledee promptly. One of the Red Queen's soldiers rushes over to the rabbit and aggressively picks him up by his two long ears. The soldier carries Percy over to stand right in front of the queen. The Red Queen criticizes the White Rabbit for being late at their rendezvous point. The rabbit nervously apologizes for his carelessness and tells her that he came as fast as he could, to this she gives him a conniving and spiteful grin, thus revealing the rabbit's betrayal. Her Majesty and Percy then proceed to head back to her palace.

After returning to her shiny silver palace that looks like it is formed out of various chess pieces, the Red Queen and the White Rabbit discuss his status as her unwilling employee. They sit at a small table containing numerous sweets and pastries, at the center of her empty throne room. She questions him if he followed her previous orders: to tell Alice that Cyrus is alive; which the little portal jumper confirms he did, but he really doesn't know if Cyrus’ survival is legit. The Red Queen refuses to tell the White Rabbit if the genie is truly alive and that she is the one who will be asking the questions. After trying to get out of his arrangement with the queen by saying he did what she said by bringing Alice back to Wonderland, Her Majesty refuses to settle up with him for they agreed on doing so once the “game is complete” and they are still “setting up the board.” She then commands Percy to be her “ears” so she can know everything Alice is up to, and that if he refuses to help her, he'll “decorate the room” they are in. Sadly, the sobbing rabbit agrees to serve her and leaves her castle.

At the edge of Tulgey Woods, Alice picks up a strong and sturdy branch laying nearby to use as a potential weapon before they enter the forest. As they walk gently through the wood's foggy grounds, Will questions his friend of why the Red Queen would throw Cyrus into the scorching depths of the Boiling Sea in the first place. Alice does not have the answer but she firmly tells the Knave that she plans to ask Her Majesty the same question after the queen's face meets the former's recently acquired branch, repeatedly. The Knave tells Alice that her aggressive attitude doesn't sound at all like her, at least not the way he remembers her. Alice tells him that the doctors back at Lydgate's mad house have told her that she is both a danger to herself and to others. Will tells her that she can't believe everything she reads now a day; to which she easily agrees with, saying that ever since she first thought Cyrus had died, she stopped believing in almost everything.

Back at the Red Queen's palace, Her Majesty is sitting by herself in her throne room when suddenly the glass double door that leads to her outer balcony springs open, causing all the lit candles to go out. Not frightened at all, the Red Queen walks outside to the source of the mysterious gust of wind. Standing upright on the railing, a dark mysterious figure that's in league with the queen asks about their progress. The Red Queen tells him that Alice is back in Wonderland and that she's looking for her genie, to which she firmly asks if that's what they wanted, calling the man by his name: Jafar. Jafar jumps off the railing, with his black cape flowing and his staff with a head of a cobra on top whose eyes are glowing red. The red glow fades as Jafar comes out of the shadows and approaches the monarch. Jafar corrects the Red Queen that what they want cannot be achieved until Alice makes her wishes, so Her Majesty shouldn't act so pleased with herself. She quickly defends herself by reminding him of the power and authority she holds as queen. He says menacingly that power can be so fleeting, to which the Red Queen scoffs as a petty threat. Jafar says that threats are for people who are unprepared to act on them, causing the sorcerer to activate his staff's red eyes and walk towards her frighteningly. Startled, the Red Queen tries to convince him that he needs her, but he thinks otherwise. She tells him how she brought Alice back to Wonderland, something he could not. Jafar agrees but also says that Her Majesty's work and usefulness to him is done which leads Jafar to start magically choking her. As a last resort to stop her demise, the Red Queen struggles to tell Jafar that he doesn't know where Alice is. Realizing this is true, Jafar loosens his grip, allowing her to breathe. The Red Queen smugly snickers that Wonderland is her world, which means she has the power and knowledge of everything Alice-wise. She assures him that she will get him those wishes, but refuses to tell him what she wants out of their agreement. Jafar then steps back on the railing and warns her to take care Alice for her sake. He then steps off the railing and onto his magic carpet and flies off on it, leaving a nervous Red Queen looking on.

In Tulgey Woods, Alice and Will are continuing their trek to find the Mad Hatter's house when they notice a wanted flyer for the Knave of Hearts that says that he is wanted with or without his head, much to his chagrin. Will reacts to seeing it by tearing the flyer off the tree and dropping it to the ground. Alice asks her friend want bad things he did after she left Wonderland the last time, but Will is mum on the subject. Realizing that it is taking too long to reach Jefferson's house, Alice decides to gain a new vantage point to see their destination. So she takes off her black leather shoes and throws them off the ground and starts climbing up the tree the flyer was pinned to. As she climbs the tree Will has his eyes glued to the shoes and is tempted by the wishes hidden inside and he quickly snatches the two shoes and quietly runs off with them. Reaching a long strong branch to walk upon, Alice carefully walks to the far end of it and then notices the Mad Hatter's small cottage not that far away. She happily announces to Will who she thinks is below that she's seen the house, but then she realizes that her best friend has ditched her.

Before she can do anything further, Alice notices a floating scary sharp teeth filled smile and two big red gleaming eyes above it. Following this, a huge body appears and is attached to the evil smile; revealing it to be a large vicious cat with blue and purple fur. A terrified Alice, recognizes this creepy feline with invisibility powers as the Cheshire Cat. Alice quickly tries to run back to the other end of the branch so she can climb down the tree but the cat jumps from the nearby tree it's in to the tree limb she's on, blocking her path. Calling it “Ches”, Alice tells him that he looks different and he agrees and that all of Wonderland looks different. He says that Wonderland, Alice, and he have all grown stranger, making the two strangers to each other. Nervous, Alice asks Cheshire if he would eat her, being that they are now new friends. He says that he certainly wouldn't without pepper, making Alice uneasy. He says that pickings for food are very slim these days, Tulgey Woods used to be filled with food, and that the only food available is her, followed by him viciously pouncing at her. Before he can devour her, Alice jumps to a smaller branch and then swings a little bit but falls to the forest floor.

After hitting the ground, Alice moves out of the way just in time before the Cheshire Cat and his claws land on her. The cat begins circling Alice like a predator circling it's much wanted prey. He tries to aggressively claw her with his right paw but Alice is quick enough to jump and roll out of the way. Alice attempts to outsmart him by staying out of the feline's predator vision but Cheshire corners her at a tree and then shoves her into it, causing her to hit the ground hard. Alice picks herself up and grabs her branch and hits the cat with it in the face, responded by him quickly spinning around and hitting her legs with his long tail, knocking her off her feet again and lands flat on her back. Before she can get back up, Cheshire's clawed paw pins her down. With his drool dripping mouth hanging over Alice, Cheshire tells her that the Red Queen promised him that Alice's meat will be the sweetest he ever tasted, followed by him trying to eat her. Right before the cat can start consuming the young lady, the Knave appears out of nowhere and jumps on the feline's tail, getting the Cheshire Cat's attention. The Knave then quickly steps back to a nearby gigantic magic mushroom and picks a piece of it off and throws it into the cat's mouth as it lunges at Will with its mouth wide open. This causes Cheshire to drastically and suddenly shrink to the size of a small house cat, no longer talking but just purring. Will tells the little cat to pick on someone its own size, causing it to run off deeper into the woods. Alice quickly gets up and approaches the Knave, angry. She accuses him of stealing her wishes, but he pathetically and jokingly defends himself by saying that he was just protecting them, which Alice doesn't believe. Alice promptly points out to him that a wish can't be stolen, but it has to be granted, disappointing Will. He hands over the two shoes tied together by the shoelaces hanging over his shoulder. She takes her shoes back and they continue their trip to Jefferson's house.

On the edge of Tulgey Woods, Alice and Will approach the Mad Hatter's house not far from the end of a stone trail that runs through the forest. Alice excitedly runs into the house with Will followed behind her. She starts shouting for Cyrus, but she can't locate him anywhere in the hat infested house. While Alice is giving herself false hope that Cyrus is somewhere sleeping, the White Rabbit appears through the doorway saying that he's been looking all over for them and that he showed up at the Mallow Marsh with an entire troop to help them out of the bog. Will tells him to dig them back to their homes since it's obvious that Cyrus isn't here and that he probably never was. Percy tries to say that maybe the Dormouse named the wrong house but Will stops him, for he's making it ever worse with his claims. Believing that Cyrus really is gone, Alice walks out of the house despondent. Alice stops on the stone path in front of the cottage and notices a red glow coming from the nearby grass.

Back inside the house, the Knave criticizes the rabbit for making Alice loose Cyrus a second time when Will and Percy hear Alice yell for the two of them from the outside. The two then go outside to see what Alice is yelling about and she is holding Cyrus’ old necklace with the center gem still glowing. The White Rabbit asks where it was found and that if it survived the Boiling Sea, so did Cyrus, making her happy. Will tells her that the necklace survived the fall because it has magic but the wearer was just flesh and blood and he's dead. The Knave suggests she leaves Wonderland and start a new life and meet someone new, but she refuses. He accuses her of being stubborn but she's disagree and says that she's staying. Will tells her that she has no proof that's alive, to which she says that when you really love someone, you don't need proof, you can feel. Alice asks the Knave if he is sticking around, to which he reluctantly agrees to. The trio then walks off on their quest.

Far off in another part of Wonderland, an alive Cyrus wakes up in a cage hanging by a large chain over a bottomless pit. He says “Alice” as he awakes and begins to think back to the events that occurred at the Boiling Sea. Instead of falling to his death, he was caught in Jafar's flying carpet after the genie disappeared from Alice's view through the thick steam. The entire fight at the cliff side was a plan hatched by Jafar and the Red Queen so the Agrabahan sorcerer could capture Cyrus. Back in his cage, Cyrus sees Jafar approach on a long wooden ledge and stops at the end of it and smirks at the sight of the genie. Elsewhere in Wonderland, far away from Jafar's tower, is Alice, Will, and the White Rabbit walking on a polka dotted road on a much hilled landscape filled with trees. They continue walking as their quest to find Cyrus continues.



Guest Starring





Production Notes

Event Chronology

  • The Wonderland events take place in various places of the overall timeline. (For more details, see the Wonderland timeline)

Episode Connections


Fairytales and Folklore

  • The rabbit hole portals created by the White Rabbit, introduced in this episode, are based on the rabbit-hole that Alice falls down in Alice's Adventures in Wonderland.
  • Dr. Lydgate refers to Alice's descriptions of Wonderland having food and drink capable of altering one's physical form, a reference to the cake, drink and mushroom that enable Alice to change size in the novel.
  • Dr. Lydgate references how Alice stated that she encountered all the things she described, by "literally falling down a rabbit hole", a reference to the events of the novel, where Alice does just that.
  • Alice breaks off a piece of mushroom which enables her to shrink into miniature form. In the novel, Alice breaks off a piece from both sides of a mushroom, one which makes her grow bigger and one which makes her grown smaller.
  • Dr. Lydgate brings up the time where Alice first traveled to Wonderland as a child, referring to her past self as "a little girl with tales of tea parties"; a reference to the Hatter's tea party from the novel.
    • Similarly, when Alice returns to Wonderland, the White Rabbit pretends that he was having tea with the Dormouse. In Alice's Adventures in Wonderland, the Dormouse was one of the characters who attended the Jatter's tea party.
  • Alice takes out a liquid in a glass bottle, labeled "Drink Me", which will enable her to grow big, a reference to the bottle of liquid which makes Alice grow small in the novel.
  • The Boiling Sea is based on the sea which the Walrus and the Carpenter walk by in the poem of the same name in the fourth chapter of Through the Looking-Glass. Among the things the Walrus wants to discuss with the Carpenter, is "And why the sea is boiling hot".
  • While staring in wonder at the Boiling Sea, Alice remarks, "Curiouser and curiouser", which is what the character says the first time she grows big in the second chapter of Alice's Adventures in Wonderland.
  • The White Rabbit complains about Will and Alice being late, a reference to Alice's Adventures in Wonderland, where the White Rabbit worries about being too late.
  • The dragonflies that Will and Alice interact with are based on the Snap-dragon-flies from the third chapter of Through the Looking Glass. In the story, Alice spots what she thinks is a dragonfly and the Gnat explains to her that it is a Snap-dragon-fly, a creature with a body made of plum-pudding, its wings of holly-leaves, and its head is a raisin burning in brandy.
  • Alice and the Knave cross into Tulgey Woods to reach the Hatter's house. This is a reference to a stanza from first chapter of Through the Looking-Glass, where the Jabberwock "Came whiffling through the tulgey wood".
  • HIDDEN DETAILS: The Wonderland castle buildings, seen for the first time in this episode, are shaped like giant chess pieces[11] and the columns in the throne room are pawn-shaped, and the floor there consists of black and white squares.[12] It is later revealed that the same thing goes for the castle's hallways, as seen in episodes like "Nothing to Fear"[13] and "And They Lived...".[14] This is a reference to the novel Through the Looking-Glass, where chess is the most important theme of the story.


Popular Culture

Props Notes

  • PAUSE AND READ: The agreement that Alice signs reads as:[19]




Special Procedure

I hereby consent to the special procedure outlined to me by
Dr. Arthur Lydgate. Under the Lunacy Act and County
Asylums Act of 1845, I understand that Dr. Arthur Lydgate has the
authority to detain me until such a time that I exhibit recuperative
progress as to be indicative of a cessation of the symptoms of mania,
lunacy, idiocy and other unsoundness of mind or moral turpitude.

Dr. Arthur Lydgate will submit an assessment to the
Commission and the Home Secretary's Office. It is under their
ultimate authority that I will determine my eventual release. The
Lunacy Commission will restrict my access to the courts of law, so that
I may not challenge the legality of my sequestration or care.

By signing below, I hereby indicate that I understand the
legal stipulations outlined in the above.

Signed [Alice's signature]
Dr. Arthur Lydgate, M.D.
Signed – day of this month – in the year of our Lord*
*"in the year of our Lord" is virtually illegible on screen, but can be seen in concept art
  • REAL WORLD FACTS: Primum non nocere is a Latin phrase that, ironically, means "first, do no harm". It is one of the principal precepts of bioethics that all healthcare students are taught in school and is a fundamental principle throughout the world.
  • Alice signs the paper with her first name only.[20]
  • A handwritten piece of paper on Dr. Lydgate's desk[21] is adapted from excerpts from the first chapter of "The psychology of dementia praecox" by Carl Jung.[22] The handwritten notes are illegible on-screen and some of it is obscured, but the document can be read in concept art[23] and a prop photo:[24]

Yet psycho-analysis uncovers the motives, and

Attending Physician: Dr. Arthur Lydgate, M.D.

Patient's Name: Alice
we then begin to understand why the patients reacted in such a manner. In dementia prascox we are at present unable to penetrate deep enough so that the relations remain unknown, and we therefore assume an "ataxia" between noo- and thymo-psyche. Thanks to analysis we know that in hysteria there is no "ataxia," but only an oversensitiveness, which, as soon as we know the pathogenic ideational complex, becomes clear and intelligible. It is important to understand why the patients reacted in such a matter. In dementia praox [sic] we are at present unable to penetrate deep enough so that relations remain unknown, and we therefore assume an "ataxia" between noo- and thymo-psyche. Thanks to my research, we know that in hysteria there is no "ataxia" to speak of, but only an oversensiting [sic] –which as soon as we know the pathogenic ideati [sic it becomes clear and easy to perceive. One should
Knowing how the incongruity is brought about in hysteria, is it still necessary that we should accept a totally new mechanism in dementia praecox? In general we know by far too little about the psychology of the normal and hysteric 59 to dare to accept in such an untransparent disease as dementia prsecox, a totally new mechanism unknown to all psychology.
One should
be economical with new principles of interpretation. It
is for this reason that I repudiate the clear and ingenious hypothesis of Stransky.
be economical with rules of interpretation. It
is for this reason that I repudiate all the hypothesis [sic].
As a compensation for the above, we possess a very excellent experimental work by Stransky 60 which gives us the foundation for the understanding of an important symptom, namely, the speech disorders.
The speech disorder is the product of the main
psychological disturbance. Stransky calls it
"intrapsychic ataxia."1 Whenever there is a
disturbance at the points of contact of the emotional
life and ideation, as in dementia praecox, producing
thereby in the normal thought the lack of orientation
by a controlling idea (Liepmann), there must result a
stream of thought resembling flight of ideas.
The disturbance is the product of the main
psychological disturbance. I call it
intra-psychic ataxia. Whenever there is a
disturbance at the points of contact of the emotional
life and ideation – as in dementia praecox, producing
thereby in the normal thought the lack of orientation
by a single controlling idea. There must result a
stream of thought resembling flight of ideas in general.
As Pelletier has shown, the laws of association
predominate against the influence of direction. If it is a
question of a process of speech there must result an
increase in the purely superficial elements of
connection (motor speech association and sound
reactions), as was shown in our associations
As I believe I have shown, the laws of association
predominate against the influence of direction. If it is a
question of speech there must an
increase in the purely superficial elements of
connection (motor speech association and sound
reactions), as was shown in our ongoing associations.
experiments with distracted attention. Arthur Lydgate
1 REAL WORLD FACTS: "Intrapsychic ataxia" is a term invented by Austrian psychiatrist Erwin Stransky (1877 – 1962) and refers to functional disharmony among various parts of the psyche.[25]
  • HIDDEN DETAILS: The design of the handle on the dagger resembles a genie lamp.[28]

Set Dressing

  • USE IT AGAIN: When Dr. Lydgate is preparing for Alice's surgery, one of the things seen on the table is a big syringe.[37] When Jafar is drawing blood from Edwin in "Bad Blood", he uses the same syringe,[38] indicating that Jafar took it when he visited the asylum in "Who's Alice".

Costume Notes

  • CUT CONTENT: In the promo pictures for the episode,[40] and in the original promo,[41] the Red Queen wears a much more revealing outfit than she does in the actual premiere.[42]
  • BRAND INFO: In a promo picture for the show,[43] the Red Queen is wearing a pair of Bouganville Suede Cutout Peep Toe Platform Pumps from Prada.[44]
  • USE IT AGAIN: Cyrus dons the same doublet in various other Once Upon a Time in Wonderland episodes.[49]
  • BRAND INFO: When Alice meets Cyrus, she is wearing[50] a Dolce & Gabbana Ruffle Trimmed Blouse[51] (no longer available). The sleeves on the blouse were shortened by the costume department.

Filming Locations

  • Foxglove Farm has also doubled as locations for other productions:
  • ABANDONED IDEAS: Graphic designer Neil Westlake had designed a series of Victorian signs and posters for the wall dressing in this scene, which ended up not being used due to script changes.[79]

International Titles



  1. 1.0 1.1 Thursday Final Ratings: ‘The Big Bang Theory’, ‘The X Factor’ & ‘Glee’ Adjusted Up; ‘The Vampire Diaries’ & ‘The Millers’ Adjusted Down. TV by the Numbers (October 11, 2013). “ABC. Once Upon a Time in Wonderland -P. (...) 5.82”
  2. 2.0 2.1 LISTINGS: ONCE UPON A TIME IN WONDERLAND. The Futon Critic. “Air Date: Thursday, October 10, 2013. Time Slot: 8:00 PM-9:00 PM EST on ABC. Episode Title: (#101) "Down the Rabbit Hole".”
  3. File:W101Title.png
  4. TwitterLogo.svg @AdamHorowitzLA (Adam Horowitz) on Twitter (August 8, 2013). "Time for some @WonderlandOUAT love... #titlespoilers premiere is 10/10 at 8/7c pm on #ABC -- hope to see ya!" (screenshot)
  5. Wieselmann, Jarett (April 29, 2014). 5 'Once Upon A Time' Finale Spoilers!. Entertainment Tonight. “"Wonderland takes place post-curse," Eddy said. "The pilot of Wonderland starts when magic comes back and the wraith happens. Then it runs concurrent. Present day Wonderland [is] post-Queen of Hearts. Just as we saw in the Enchanted Forrest, there are pockets that are saved and then we will flash back during the show, similar to [OUAT], to say how Alice got there [and introduce] the Knave of Hearts, which is a new character we’re throwing around."”
  6. 6.0 6.1 File:W101TeaParty2.png
  7. 7.0 7.1 7.2 File:W101TeaParty3.png
  8. 8.0 8.1 File:W113IDontKnow.png
  9. File:W101StolenKey.png
  10. File:W101DrinkMe.png
  11. File:W101WonderlandCastle.png
  12. File:W101SoYouToldAlice.png
  13. File:W109Decapitation.png
  14. File:W113WithMercy.png
  15. File:W101ClockTower.png
  16. File:W101GiantMushrooms!.png
  17. File:W101AliceWakesUp.png
  18. File:W101ScaredAlice.png
  19. File:W101BethlemRoyalHospital.png
    File:W101AboutToSignFlipped.png (flipped shot) (original shot: File:W101AboutToSign.png)
    File:W101ConceptArt5.png (concept art)
  20. File:W101Paper2.png
  21. File:W101BethlemRoyalHospital.png
  22. The Psychology of Dementia Præcox/Chapter I. Wikisource. Retrieved on June 4, 2019.
  23. File:W105ConceptArt5.jpg
  24. File:W101Prop1.jpg
  25. A Historical Dictionary of Psychiatry, Shorter, Edward, Oxford University Press, 2005, p. 271. Facsimile by Google Books.
  26. FacebookIcon.png NeilAWestlake (Westlake Design). October 8, 2014.  "In the spin-off series, "Wonderland," Alice had to sign some legal paper in order to undergo a 'special procedure.' In this instance, Google proved to be most unhelpful in offering up reference material pertaining to this kind of document. This is when you go swimming into uncharted waters." (archive copy)
  27. File:W101DrinkMe.png
  28. 28.0 28.1 File:W101DownOnOneKnee.png
  29. File:317MeaningToFixThat.png
  30. File:117IKnowIts.png
  31. File:601ALittleChaos.png
  32. File:W101KnowYoureLying.png
    Once Upon a Time in Wonderland. Michael Joy. Retrieved on March 2, 2019. (Photograph)
  33. McCormack, Kirsty (June 21, 2013). Queen Victoria's mourning gown expected to sell for up to £3,000 at Derby auction. Daily Express. “Victoria's dress, which consists of a bodice and skirt, dates to around 1890 and is typical of the mourning fashion the monarch wore following Prince Albert's death in 1861.”
  34. File:W106AvoidAsylums.png
  35. File:W101FatherFoundYou.png
  36. File:622OptimismKid.png
    FlickrIconTemplate.png Lawrence Andreutti. Creation Once Upon a Time Set Tour March 5, 2016: IMG_2322 (March 5, 2016).  (archive copy) (photograph)
  37. File:W101SurgicalInstruments.png
  38. File:W107TakingBlood.png
  39. File:523GoIntoTheOtherRoom.png
  40. File:W101Promo18.jpg
  41. Once Upon a Time in Wonderland - Trailer. YouTube (May 31, 2013).
  42. File:W101SorryToInterrupt.png
  43. File:W1PromoRedQueen1.jpg
  44. PRADA Bouganville Suede Cutout Peep Toe Platform Pumps. Bluefly. Retrieved on September 7, 2018.
  45. File:W101AnyOfThis.png
  46. 'Lumi' Leather Jacket. Nordstrom. Retrieved on September 7, 2018.
  47. File:W101WouldWe.png
  48. File:605GetOnYourKnees.png
  49. File:W102ReturnToMyBottle.png
  50. File:W101BTS2.jpg
  51. Dolce & Gabbana Ruffle Trimmed Blouse. Coolspotters. Archived from the original on January 29, 2017.
  52. File:W102Everything.png
  53. File:W108AStory.png
  54. File:W112YouLastDrink.png
  55. File:W101Promo7.jpg
  56. Anthropologie Scalloped Gleam Belt. Poshmark. Retrieved on September 7, 2018.
  57. ENCHANTING FOXGLOVE FARM – $4,600,000. PriceyPads.com. Retrieved on September 7, 2018. (Pictures of the buildings that appear on the show.)
  58. File:W101AliceRunningToFrontDoor.png
  59. File:IGlee j buckley-603.png
    File:IGlee j buckley-603-3.png
  60. File:709Daddy.png
  61. ENCHANTING FOXGLOVE FARM – $4,600,000. PriceyPads.com. Retrieved on September 7, 2018. (The fourth photograph down)
    File:719GothelSeeingDresses.png (note the identical furniture, doors, floor, chandelier and pillars)
  62. 6742 224 St Langley, British Columbia. Google Maps (August 2014).
    File:719ApproachingShed.png (note the identical building and tree around the entrance)
  63. "The Sandkings" ~ The Outer Limits (Full Episode). YouTube (July 7, 2017).
  64. Screenshot from Stargate SG-1: "Icon"
  65. Screenshot from Stargate SG-1: "The Gamekeeper"
  66. Screenshot from The Vampire Diaries: "Pilot"
  67. Screenshot from Supernatural: "Everybody Hates Hitler"
  68. Screenshot from Supernatural: "Celebrating The Life Of Asa Fox"
  69. Screenshot from The Magicians: "Have You Brought Me Little Cakes?"
  70. Screenshot from Arrow: "Bratva"
  71. TwitterLogo.svg @sean_m_maguire (Sean Maguire) on Twitter (January 4, 2017). "Sorry I'll get this right. Tonight @E4Tweets 9pm find out who won the war?"
    Screenshot from Timeless: "Party at Castle Valar"
  72. InstagramIcon.png jonwhitesell (Jonathan Whitesell). July 8, 2016. "🏡#beyond"
    Screenshot from Beyond: "Tempus Fugit"
  73. Screenshot from Riverdale: "Chapter Nineteen: Death Proof"
  74. Screenshot from Percy Jackson: Sea of Monsters
  75. TwitterLogo.svg @canadagraphs (Canadagraphs) on Twitter (August 17, 2013). "Once Upon a Time Wonderland setting up in Langley at a house near 96th" (screenshot)
    Gittins, Susan (August 18, 2013). WEEK: August 12-18, 2013. Hollywood North Buzz. “Friday, August 16th – Once Upon a Time in Wonderland films in a house at Fort Langley.”
  76. File:W101Preposterous.png
  77. File:102Apologizing.png
  78. Schneider, Jenelle (June 18, 2013). Terminal City Iron Works occupies a whole block at Victoria and Franklin, and has many buildings. It was founded about 1911-12 and closed in 2001, and has been a movie studio for the past 15 years. It will soon be torn down.. Ottawa Citizen.
    File:W101TryingToOpenGate.png (note the identical design of the wooden gate, most notably the white paling)
  79. FacebookIcon.png NeilAWestlake (Westlake Design). September 30, 2014.  "Not all the artwork I create ends up in front of the camera. The script can change for a variety of reasons and instantaneously, an entire swathe of set decoration can end up in a liminal state somewhere on my hard drive. These signs were created for a Victorian London street scene – one that was slated to shoot at the now closed Terminal City Ironworks set in East Vancouver. I am sure that it would have been something to behold – but, unfortunately, it was not meant to be." (archive copy)

    Victorian Wall Dressing. Westlake Design. Retrieved on March 26, 2019.
  80. Gittins, Susan (August 12, 2013). YOUR SHOOT: Hatter's House Set For ONCE UPON A TIME IN WONDERLAND Premiere. Hollywood North Buzz. “Whose thatched cottage is this with the signature Wonderland mushrooms at the gate? Once Upon a Time in Wonderland filmed a very late scene last Friday night in Burnaby’s Deer Lake Park here on the leaf-covered path winding down to [Hatter's' [sic] House]. And then carefully dismantled and packed the set away today”
  81. File:W101YesYouAre.png
  82. File:216ThrowingJug.png
  83. File:220QueenEntersCottage.png
  84. File:W103Cottage.png