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Jabberwocky: What are you afraid of, Jafar?
Jafar: I'm not afraid of anything.

"Nothing to Fear" is the ninth episode of ABC's Once Upon a Time in Wonderland. It was written by Richard Hatem and Jenn Kao and directed by Michael Slovis. It premiered on March 6, 2014.


The Knave is released from the bottle by Lizard and she is given the opportunity to make her dreams come true with three wishes. Cyrus, and a reluctant Alice, partner with the Red Queen to find and rescue the Knave, while the Red Queen is captured by peasants who want payback for her cruel reign. Meanwhile, Jafar has taken over the Red Queen's castle and learns of a fearful creature called the Jabberwocky who he plans to ally himself with.[2]


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

Will is in the genie bottle on a stream, being knocked around by the water. The bottle comes to rest on the shore and is discovered by Lizard, a young woman who is an old friend of Will's. He taught her to be a thief and she is still loyal to him. When she picks up the bottle, he emerges from it in a puff of red smoke. They are delighted to see each other, as Lizard was badly injured the last time Will saw her, and he was turned into stone. They embrace but jump apart awkwardly because Lizard was bathing when she found the bottle and is only wearing a towel. Unable to stay and exchange pleasantries when he knows his friends are in trouble, Will starts to leave. Lizard, trying to understand what is going on, calls for him to wait and the power of the bottle's master pulls him back to her. She's wondering what just happened, but Will pulls three glowing red jewels out of his pocket and gives them to her. These are her wishes, now. He says, “Mistress mine, my will is thine, tell me your wishes three… Bollocks! I’m pretty sure I’m a genie.”

The title card is the Jabberwocky's tower.

When we last saw Alice, Cyrus, and Anastasia, they were desperately searching for the bottle after Will disappeared and Alice magically recovered from her near-death wish fulfillment. Now, we return to them, not searching for the bottle. Alice wakes in a little pallet on the floor of the tent home she shares with Cyrus. He's standing nearby, looking out of the tent flap, apparently dressed in pajamas. They take a moment to be mushy and glad to be together at last.

Anastasia interrupts them as she waits in her riding clothes. Alice grabs her sword and advances on Anastasia, who raises her hand to do magic, but Cyrus grabs her and admonishes them both to work together. Anastasia says, “Or maybe she just doesn’t care… Same old Alice, only thinking about herself.”

Jafar moves into the Red Queen's abandoned palace. He has the Sultan wheeled into the throne room in his cage and gloats that he finally has a throne of his own. The Sultan tells him, “The throne is made when the man who sits upon it is worthy. Where you sit, Jafar is nothing more than a large chair.” Jafar tries to shame his father again about his attempt to murder Jafar in his youth, but the Sultan now only regrets his failure. Jafar is shaken and orders him taken away.

The Caterpillar approaches the throne. His men are searching for Alice and the others without luck and Jafar admonishes him to try harder – the sorcerer knows the third wish has been made and the bottle is ready for a new master. When the Caterpillar remarks that recruiting men to work for Jafar is difficult since he usually ends up killing his servants, Jafar raises his staff as if to demonstrate the point. The Caterpillar stops him and suggests Jafar free the Jabberwocky, an ancient creature of terrifying power who might be able to get Jafar what he wants.

Alice, Cyrus, and Anastasia search the woods for the bottle and realize it must have fallen in the river. Anastasia is flailing, having walked unnecessarily into the wet bank of the river and complaining, “Must we walk directly in the mud?” She and Alice take a moment to snark at each other while Cyrus rolls his eyes.

They decide to follow the path of the river to find the bottle. Alice and Cyrus walk together, but she's very tense with the Red Queen at her back. Cyrus tries to talk to Alice about everything she's been through, but Alice quavers before quickly changing the subject to everything he's been through in prison. Cyrus doesn't want to launch into that conversation in the middle of the forest, so they face each other at last with a new gulf growing between them. Then they smile and agree that they just need a little peace and quiet so they can talk. Alice turns to glance at Anastasia, but she has disappeared. Alice thinks she's trying to find the bottle on her own to betray them.

Will and Lizard walk into the town where she lives. She thinks he doesn't need to return to Alice and Cyrus, as he has fulfilled his mission to help them get back together. He agrees, “I could use a chance to catch me breath.” The last he saw them, Jafar was hot on their trail and he was desperately concerned, but now he feels like they probably want to be alone. Lizard offers Will freedom to wander if he will grant her first wish. He tries to tell her the rules of magic, but only remembers the one about not making people fall in love. Lizard suddenly decides that instead of making her first wish, she'll give it to Will. He thinks that's the nicest thing anyone has ever done for him. Not wanting to wish for something too big and incur the consequences, Will wishes for a party, “Beers for everyone in the village!”

A crowd of peasants in another village celebrate as they pull jewels off of Anastasia. She wakes from unconsciousness and sees them all standing over her. She asks if they know who she is, and they do. She was the Red Queen, they tell her, but Jafar's the ruler now. She corrects their assumption that Jafar threw her out of her palace, arguing, “I abandoned it!” The peasants scold her, “Just like you abandoned us!” They point out what a terrible queen she was, taking their harvests and offering them no protection in return. They decide to kill her.

In the palace, Jafar goes to Tweedledum's head for information. He places it on a plinth and asks how to find the Jabberwocky. Tweedledum bargains for a body in exchange for information. After Jafar beheads another servant, Tweedledum tries to talk him out of releasing the Jabberwocky. “I must beg you, sire, as your humble servant, do not do this.” Tweedledum's fear just convinces Jafar that the Jabberwocky will be a powerful tool to blackmail all of Wonderland into helping him find the genie.

Lizard's village is partying hard with Will, chanting, “Knave! Knave! Knave!” On the fringes of the party, Lizard watches Will having the time of his life, a small, sad smile on her lips. He thanks her again for the wish and is determined to grant something she wants next. Lizard has no desire to make her next wish too quickly and directs Will to enjoy his party. He grins, “I have no idea what Cyrus was complaining about – being a genie is bloody fantastic!”

Cyrus and Alice argue in the forest. He wants to search for Anastasia, but Alice wants to focus on finding Will. Cyrus spots signs of a struggle, and a torn piece of Anastasia's cloak. He does a spell to track her, and the bit of cloth begins to float through the air in her direction. Alice asks how Cyrus was able to do the spell when he's not magical anymore, so he explains that anybody could do simple magic like this. He says his mother taught “all of us” basic spells.

Jafar approaches the tower where the Jabberwocky is being held. It's guarded by a scarred and fearsome knight. Jafar kills him.

The angry villagers drag Anastasia to a stake and bind her to it. She pleads with them, explaining that she understands how they've suffered because she used to be poor like them. They want to know why she did nothing for them, in that case. The village has been hunted by creatures from the forest, and the Queen always refused to help them.

Watching nearby, Alice and Cyrus debate whether they should try to help Anastasia. Even though Alice has always been shown to be a good person who will fight for others whether they deserve it or not, she now wants to let Anastasia die a horrible death, and Cyrus must convince her to do the right thing.

Anastasia tells the villagers that she's worth more alive than dead. She tells them to ransom her for enough money to feed and protect the village for years to come. The leader asks her who will pay the ransom. Thinking about it, Anastasia realizes that no one will pay because she has been an awful ruler who endeared herself to no one at all. From behind the villagers, Cyrus says, “We’ll pay.” He steps forward and gives a pretty speech about how the villagers are good, honest people, above revenge. The leader only answers to ask how much Cyrus will pay. Flustered, Cyrus turns to Alice and asks in a loud whisper, “Do you have money?” She does not. The villagers wave them away, but Alice draws her sword and refuses to leave without the Queen. Cyrus draws his sword too as the villagers close in, but they are overwhelmed.

That night, Alice and Cyrus are tied to stakes in the open field with Anastasia. At their feet are several lit torches because the creatures in the forest are drawn to the light. They try to kick the torches over to put them out but they hear growls from the edge of the forest signal the creatures’ arrival. Behind their backs, Alice and Cyrus reach out their bound hands to each other. She says, “I can’t believe it. We’ve barely been together a day, and this is how it’s going to end.” They can see the glowing eyes of the Monraths emerge from the woods. The torches are almost all out, but the creatures continue to move forward. They are drawn by Alice's necklace, which is glowing more brightly than ever before. She manages to free an arm and tears the necklace off, but hesitates to get rid of it, as it has been her only connection to Cyrus for so long. She throws it and the creatures are distracted by it. The three prisoners are able to slip out of their binds and escape, but Alice hesitates again as the amulet is torn apart. Cyrus has to pull her away.

Lizard watches the revelers through her window. Will joins her to ask why she's not taking part, but he realizes she must have a crush on someone. He tries to prompt her to tell him who she likes, but she blushes and swears she'll never tell. He reminds her that he's a genie and even though he can't make anyone love her, he can help her win someone over. She says, “You tell me then – what makes you notice a girl?” He lists many good characteristics, then ends with stylishness, a naughty streak, and fireworks. Lizard says, “I want that. I want all of that – that’s my second wish.” Will waves his hands and suddenly Lizard is wearing a beautiful white gown with diamonds sparkling at her neck and shoulders. Her hair and makeup are just as elegant, and outside, fireworks explode. She finally admits to Will that he is the object of her affection.

Cyrus tries to comfort Alice over the loss of the amulet. She again complains about their inability to relax and enjoy each other's company. They hear fireworks going off in the distance, and Anastasia says that the village below them is one of the poorest in the kingdom. They deduce that someone in the village must be making wishes.

In the Jabberwocky's tower, Jafar uses his staff as a torch and finds several guards who appear to have died young, without any wounds, as if they died of fear. Suddenly, a woman's deep voice echoes through the round metal chamber, asking why he's there. He offers to set her free in exchange for her help in finding the genie. She warns him that she can read all his fears and darkest thoughts. He smugly tells her that he's been around dark magic most of his life, and he has no fears, so she won't be able to read his mind. She laughs and tells him she already has.

Despite Alice's concerns that Anastasia will find the genie's bottle first and make off with it, Cyrus insists they split up. As soon as he's alone with Alice, he takes a moment to kiss her and renew his marriage proposal. When she accepts, he gives her a ring to replace the lost amulet.

Will apologetically explains to Lizard that he cannot love her. She says, “It doesn’t have to be love. I just wish you could at least feel something for me – anything…” This is her third wish, and Will can't stop it from coming true. She suddenly collapses, and as she lays dying, he's pulled back into his bottle, only able to see her through the grating on the bottom. He weeps in agony as she dies while he begs, “Please! No! Sorry… I’m sorry…”

Anastasia finds Lizard's house and goes straight to the dead woman on the floor. She's appalled, and gently shut's Lizard's eyes. She spots the bottle lying nearby and smiles.

Alice and Cyrus aren't having such an easy time finding the source of the revelry. Anastasia appears and tells them she found the bottle with Will's friend, Lizard. They are skeptical that Anastasia acquired it without hurting anyone, so she rubs the bottle and Will appears again. He's relieved to see Alice and Cyrus but irritated when he realizes Anastasia is his new mistress. Even Cyrus is angry. Anastasia is eager to leave Wonderland now that they are all reunited, but Will suggests he would rather face Jafar then be bound to her. Anastasia explains that if Jafar catches Will, he'll have all three genies and the ability to change the laws of magic. Cyrus says the other genies are his brothers. They were all cursed at the same time, but he long ago despaired of ever seeing them again. If they've been found, he wants to rescue them. Alice assures him of her assistance, even if they have to defeat Jafar. Will tells them goodbye, as he assumes Anastasia will not stick around to help. She takes up the challenge, though. “I have been a terrible queen. These people, they deserve better than what I gave them. So we are staying, and we are fighting. Besides, there’s four of us. Jafar’s on his own. He doesn’t stand a chance.”

The disembodied voice agrees to join Jafar. She prompts him to look up, and he sees an eerie looking woman, part animal, pinned to the ceiling by a wicked looking sword. He summons the sword into his hand and she drops to the ground at his feet. She stretches her body animalistically, the bones of her back cracking and realigning. He steps back cautiously, but she only thanks him for releasing her. They weigh each other carefully. Jafar decides to keep the blade that had the power to hold her, and the Jabberwocky retaliates by showing him what she can do. She reminds him of his fear of water and drowning. As she whispers his worst horror in his ear, he begins to feel as if he's drowning again, and seems on the point of collapse until the Jabberwocky releases him from her psychic grasp. He now understands the full force of her power.



Guest Starring



*: Only in archive footage



Production Notes

  • HIDDEN DETAILS: When Cyrus uses a locator spell, to activate the enchantment, he uses the spell locus mirabilis, Latin for "wonderful place".[4]
  • ABANDONED IDEAS: In an earlier version of the script, Cyrus enchanted a shoe which walked off in the Red Queen's direction.[5]
  • HIDDEN DETAILS: To light up the Jabberwocky's prison, Jafar casts a spell, fiat lux, which is Latin for "let there be light".[7]

Event Chronology

Episode Connections

Fairytales and Folklore

Popular Culture

  • The segment where Lizard confesses her love for Will, saying, "It's you, Will. It's always been you.", was inspired by the scene in the 1994 romantic comedy film Four Weddings and a Funeral,[10] where Fiona confesses her love for Hugh Grant's character, saying, "You, Charlie. It's always been you, since first we met."

Filming Locations

International Titles



  1. Thursday Final Ratings: ‘The Big Bang Theory’, ‘Once Upon A Time in Wonderland’, ‘Parks and Recreation’ & ‘Elementary’ Adjusted Up; ‘The Millers’ & ‘Two and a Half Men’ Adjusted Down. TV by the Numbers (March 7, 2014). “Once Upon A Time In Wonderland (...) 3.27”
  2. 2.0 2.1 LISTINGS: ONCE UPON A TIME IN WONDERLAND. The Futon Critic. “Air Date: Thursday, March 06, 2014. Time Slot: 8:00 PM-9:00 PM EST on ABC. Episode Title: (#109) "Nothing to Fear"”
  3. File:W109Title.png
  4. locus mirabilis. Google Translate. Retrieved on August 14, 2018.
  5. TwitterLogo.svg @kaogirl (Jenn Kao) on Twitter (March 6, 2014). "I think at one point Cyrus enchanted a shoe that walked off in the Red Queen's direction..." (screenshot)
  6. TwitterLogo.svg @kaogirl (Jenn Kao) on Twitter (March 6, 2014). "Mome rath monster inspiration came from @adam_nussdorf - he showed the room scenes from Attack the Block" (screenshot)
  7. TwitterLogo.svg @RichardHatem (Richard Hatem) on Twitter (March 6, 2014). "I wish we were that smart. All we said was Fiat Lux "Let there be light."" (screenshot)
  8. TwitterLogo.svg @RichardHatem (Richard Hatem) on Twitter (March 6, 2014). "I love this scene. @RinaMimoun helped write it, and all her John Hughes love helped inform it." (screenshot)
  9. File:W109TheTower.png
    External screenshot from "Nothing to Fear"
  10. TwitterLogo.svg @kaogirl (Jenn Kao) on Twitter (March 6, 2014). ""It's always been you." @RinaMimoun brought up 4 Weddings and a Funeral as inspiration." (screenshot)
  11. Once Upon a Time in Wonderland. Paul Moniz de Sá. Retrieved on June 30, 2019. “I got the call that I was cast on the Monday morning, had a costume fitting in the afternoon and I think I filmed the next 2 day. We filmed this episode in a field in both Coquitlam and Surrey. I loved what they did with the peasant village.”