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This article focuses on Tilly's Seattle persona.
For her New Enchanted Forest persona, see Alice.

But I'm not like you. I'm not an outcast. I'm not an orphan or a street rat or some crazy girl who's lost her way. You chose hate. But I choose love.

—Tilly to Eloise Gardener src

Tilly, formerly known as the Guardian and also known as Alice or Starfish, is a character on ABC's Once Upon a Time. She débuts in the first episode of the seventh season. She is portrayed by guest star Rose Reynolds, and is the cursed counterpart of Alice.


For events occurring after the breaking of the fourth curse, see Alice (Hyperion Heights).

During Fifth Curse

After Regina cast Drizella's curse to save Henry's life, Alice becomes Tilly, street informant in Hyperion Heights for the corrupt detective Weaver, who comes to think highly of her due to the information she can get him. However, she is supplied pills by her doctor to keep her from becoming "confused" and dangerous. In reality, these pills mask Tilly's memories of her old life as Alice in the New Enchanted Forest, and one of her cursed memories is of a bad experience with the Coven of the Eight, who took her father from her. Tilly also lives by herself in a shipping container. ("Beauty", "The Eighth Witch", "Knightfall")

After Henry arrives into the town, Tilly peeks at him behind a building wall before jumping down onto a dumpster and hopping to ground level. She studies him as a smile crosses her face, to which Henry regards her with an uneasy "hello", but she simply saunters past him wordlessly while looking back at him. Tilly goes to a building entrance and tells the guard she wishes to speak to Weaver. She is then led to a room by the man to where Weaver is currently in the midst of drowning someone, but he stops what he is doing upon hearing the guard announce Tilly's presence to him. Tilly then informs Weaver that there is someone new in town he should know about. Later in the day, when Henry recovers his missing car and is talking to Jacinda, Tilly is nearby, hidden behind an ajar door as she eavesdrops on their conversation. ("Hyperion Heights")

Around Halloween, Tilly stops taking her pills. As she is sitting on a bench fiddling with a Rubix Cube that has most of its colors missing and wearing a white rabbit mask, she is approached by Weaver, who notes that the deli gave him the wrong sandwich, orange marmalade, and offers it to her, reminding her that it's her favorite. Tilly muses that she doesn't know if it's her favorite but Weaver pushes her to try it, then they can talk business. Tilly correctly guesses that this business is Victoria Belfrey and notes that she is a wicked woman, explaining that she has an ex-girlfriend who used to work with her and said she would rather scoop her own eyeballs out than help someone else. When Tilly asks why Weaver works for her, he becomes irritated and tells her he doesn't before taking the sandwich back and asks her to take off the mask. Tilly insists it's her Halloween costume and that everyone's wearing a mask, even him, although she is no longer speaking literally. She wonders what's behind Weaver's mask before he leaves. Later, she sneaks into Victoria's car and frightens her, musing that she's always wondered if it's better to be feared or loved and determining that feared is better as she had fun scaring the woman. Victoria demands to know how she got in her car, but Tilly insists that she'd rather know how she got to Hyperion Heights. She then notes that Victoria is wearing a metaphorical mask and reaches for her face to take it off, but Victoria pepper sprays her and she flees, leaving behind her bag. Victoria determines her identity and finds out about her medicine, giving it to Weaver and blackmailing him into getting her to take it and locking her up, stating she's a public menace, though, in actuality, Victoria is afraid Tilly is waking up from the curse. Weaver finds Tilly sitting on the troll statue under the bridge, still playing with the Rubix Cube. Tilly believes she has solved it and shows Weaver but he tells her she seems confused. She insists she is not confused and can actually see everything clearly now. When Weaver asks why she hasn't taken her pills, she explains Victoria only wants her to take the pills so she is blind, and then declares with a stubborn fervor that she refuses to be blind when she's so close to remembering. Weaver asks her what she is remembering, to which she tells him she's supposed to make him remember and, in order to do that, she must show him something. They get into Weaver's car and drive to the railroad tracks, where Tilly believes the object is. On the way there, Weaver notes that she must be hungry and points out the orange marmalade sandwich from earlier, which Tilly eagerly takes. She bites into it, pleased to learn that she really does like orange marmalade, but quickly identifies a strange taste and realizes that Weaver crushed her pills into the sandwich. As the pills start to take effect again, Tilly becomes frantic and jumps out of the car, hoping to remind Weaver before she forgets again. Weaver follows her into a building and calls after her, but she has now forgotten that she is Tilly. She finds the chipped cup from Weaver's past and shows it to him, but he still doesn't remember. As he reaches for his gun, she tries to remember his name and snatches the weapon, pointing it at him. When he asks why she's doing this, she tells him that he told her to and finally speaks his true name, Rumplestiltskin, before shooting him. As he falls to the ground, bleeding, she is shocked and drops the cup, shattering it. After Weaver is rushed to the hospital, her pills finally start working and she returns to her cursed self. She waits forlornly in the waiting room to hear how Weaver is as she plays chess alone. Eventually, Rogers, Weaver's partner, emerges and tells her that Weaver is fine and that as long as she doesn't tell anyone she shot him, she will be, too. Tilly apologizes and promises to keep taking her pills. Rogers notices the chessboard she is sitting by and Tilly asks if he knows how to play. When he says he does, they start playing together, and Rogers makes the first move with his black rook. ("Beauty")

At the hospital, Tilly is loitering in Weaver's room as he is preparing to leave and go back to work. After Weaver's departure, Rogers requests her help with finding a missing girl, Eloise, and he asks what she and Weaver usually do for a case. Tilly, after taking a seat in the wheelchair that Weaver declined to use, tells him that he usually buys her lunch. Rogers agrees to do that, and as Tilly smiles excitedly while still seated in the wheelchair, he pushes it out of the room with him. Tilly brings him to her home by the railroad tracks, where she suggests they have another chess match while they discuss Eloise's case. Rogers asks if they should reset the board, but Tilly insists against it as it's more fun if the game begins in the middle. Prompted by Tilly, Rogers tells her all about Eloise, who, until she disappeared ten years ago, was a normal girl who loved art and hated school. He goes on to say she was also an amateur poet and was fearless, and his belief that something must have spooked her. Rogers shows her the protection rune that Eloise drew in her journal but he remains confused about what he is missing. Tilly turns around the chessboard, telling him to look at the pieces he already has on his side, and that he has to pay attention to them as they may help him get onto the path to finding Eloise. ("Wake Up Call")

Under the bridge at the troll statue, Tilly is haggling with a customer as she attempts to sell him a stolen watch, but upon seeing Rogers and Henry approach, she closes up shop for the day. Rogers mentions that the advice she gave him yesterday helped, and now, he needs her opinion on Eloise's journal. Tilly briefly takes a look at the journal before deducting she can tell Eloise had a bad home life with unloving parents and that she probably wasn't taken against her will. Rogers states he has already gone down that road before by talking to the street kids, but Tilly points out they wouldn't want to talk to a cop. He then prompts her for assistance with this, which she doesn't agree to until Henry points out it's better for her to help Rogers than be written up for the stolen watches she has. However, Weaver is given orders by Victoria to stop Rogers before he breaks open the case, to which he employs Tilly to give the detective a false story about Eloise. Tilly shows up late to her meeting with Rogers and Henry, only to have second thoughts as she begins walking away, but relents when she is prompted by them for whatever she knows. She lies about speaking to some of the runaways at the old group home and getting information about a guy who used to date a girl named Rain, who wrote poetry, loved Salinger, and drew often in her notebook. Continuing with Weaver's plan, Tilly states she received one of Eloise's drawings from him. She turns it over to Rogers, who finds it is one of the ripped out journal pages. Tilly then reveals Eloise died in a car accident, but her body was never identified since Rain was not her real name. Later, Rogers discovers the drawing is a forgery and Tilly was lying on Weaver's orders before rescuing whom he presumes to be Eloise from Victoria. Tilly later apologizes to him for her lies as Weaver told her it was for the best, even though she couldn't tell wrong from right. Rogers begrudges her for this, admitting he is disappointed in her, as she is not the person he thought she was. As a tearful Tilly watches, Rogers joins Eloise in the ambulance before it drives away, to which she turns to walk off just as Victoria is being arrested by police. ("Eloise Gardener")

While Tilly is sitting on the troll statue, Rogers comes to find her, having softened his opinion of her as he understands Weaver was a father figure to her. Tilly reflects on her perception of Weaver, whom she thought was a good person and had cared about her, but without him, she doesn't know where she belongs in the world. Rogers gives her the chessboard and invites her to play a weekly game with him, as he too is feeling lost since solving Eloise's case and doesn't know what to do next. ("Pretty in Blue")

As Rogers is on the streets trying to gather information about what happened to Lucy before she fell into a coma, Tilly piques his attention by mentioning the symbol in Eloise's journal. She drags Rogers a short distance to under the bridge and points out the same painted symbol is on the wall, where it is in the midst of being scrubbed away by a worker. The pair later arrive into the police evidence room, finding everything in a mess, including a disheveled Weaver, before Rogers tells him about the appearance of the symbol in Hyperion Heights. Weaver recognizes which symbol he means and shows him a coin bearing the same marking. As Tilly looks on with concern, Rogers asks what it means, and Weaver ominously states that "they" - the Coven of the Eight - are here. ("The Eighth Witch")

One morning, Tilly comes to Rogers' desk at the police station, trying to interest him in a chess game even though he is working a case. She believes a game could help him on a bad day and that she has a feeling something terrible will happen soon. Rogers is too busy for games and he tells her people are in danger. Tilly is hurt she is not important to him, to which Rogers denies that she isn't and simply asks her to go home for now. She returns to the police station while Eloise is in the interrogation room, which she sees on security camera monitor. The sight of the woman sends Tilly into a panic, causing her to pace back and forth as she murmurs to herself that something is going to go wrong with the situation. When Weaver comes in to chide her for being a room she is not supposed to be in, Tilly grows increasingly frightened over Eloise, whom she deems a monster. Weaver agrees with her assessment but sends her out when she protests against Rogers' showing one of his paintings to Eloise. As Tilly reels from having her warning go unheeded, she sees Eloise mockingly wave to her through the security monitor, however, by the time Weaver notices Tilly trying to get his attention, Eloise has resumed a normal stance. ("Knightfall")

During the afternoon, Tilly stops by Sabine's food truck to buy beignets before going to the grocery store to get an apple from Mrs. Lewis and a marmalade sandwich from Mr. Charles. She heads into an alleyway afterward and leaves her backpack in the dumpster. Sometime later, she walks past the troll statue at 3:20 PM and is recorded on the security camera inside the troll's eye. ("The Girl in the Tower")

Later, for unexplained reasons, Tilly has a scalpel in her hand near the body of Hilda Braeburn after she has been killed. After Rogers and Weavers enter the hospital room to find Tilly there, she rambles about being there although she didn't want to be and yells at them for not taking her seriously when she said something bad would happen. They try to get her to calm down and explain what transpired, but Tilly drops the scalpel and jumps out the window, landing on a nearby roof before rolling herself onto the pavement and running across the street. Rogers and Weaver investigate Tilly's shed, where they find a board with the coven symbol, which, unknown to them, was placed there by the actual killer as evidence of Tilly's guilt, but neither of them believe she is responsible for Hilda or Doctor Sage's deaths. To help Rogers understand, Weaver tells him about a bad experience Tilly had with the coven many years ago, during which her father was taken from her. While Weaver heads back to the station to buy themselves some time, Rogers agrees to track down Tilly and prove her innocent. ("Knightfall")

After disappearing from the hospital, Tilly ends up hiding under the bridge, telling the troll statue about the trouble she is in although she did not kill Hilda. Rogers pulls up in a car to help her evade the cops, and although Tilly is distrustful of him for not believing her earlier, she hops in eventually and is taken by him to recuperate at Henry's apartment. He suggests to Henry that she needs an alibi, perhaps from a friend, but Tilly admits she doesn't really have friends. Rogers then asks if she can remember where she was around 3 and 4 PM, as Hilda's time of death was 3:20 PM, and whoever saw her in public can vouch for her. Tilly can't recall yesterday's events after getting upset from seeing Eloise, but Rogers spots sugar on her jacket, helping her to remember she got beignets from Sabine's food truck. While Rogers and Henry are away investigating, Tilly tries to entertain herself with a book on Robin Hood, during which she notices a sticker on one of her shoes that came from an apple she got from the grocery store yesterday. Tilly talks to Mrs. Lewis, whom she bought the apple from, but the woman doesn't remember her, and neither does Mr. Charles, who she usually buys a marmalade sandwich from. While she walks down the street later, Henry ushers her into an alleyway, where Rogers chides her for being out in the open and risk being seen. Tilly denies that anyone would see her since although she knows everyone in town, no one actually remembers her, but Rogers persuades her to have faith in herself by retracing her steps. Tilly recalls she came into the alley after having the marmalade sandwich, and in the dumpster, she retrieves the backpack she left there at the time. After returning to the apartment, Tilly finds two hair clippings in her bag, which were tokens that the killer took from the murdered women. This frightens her into assuming she really did it even though she can't remember, and she departs in a hurry, desperate to leave Hyperion Heights before she hurts anyone else. Tilly visits the troll statue before turning to go, nearly getting hit by a car until a woman, Margot, pulls her to safety. Margot overheard her talking to the statue but surprisingly thinks she is mad in a good way since, in her experience, all the best people are. Tilly shares that she was saying goodbye to the statue and Margot sympathizes with her desire to run away but advises her to face her problems head-on. As Margot walks off, Tilly asks what book she's carrying and the latter informs her that it is Alice in Wonderland, her favorite book. Tilly then looks up at the statue, noticing one the troll's eyes has a security camera, just as Rogers finds her, to which she tells him she has an alibi after all. Rogers later reviews the footage to prove Tilly was there at 3:20 PM during Hilda's death. On her way out of the station, Tilly turns back as if to say something to Rogers but instead just thanks him before going home. Rogers comes by to give Tilly her backpack which she had left at the station and suggests she stay with him at his place, as it'll be safer with the killer still on the loose, which she happily accepts. ("The Girl in the Tower")

After moving in with Rogers, Tilly frequently eats marmalade jam, which Rogers runs out of and later goes to the market to buy some more for her. ("Sisterhood")

With Rogers' help, Tilly gets a job at Rollin' Bayou, and on her first day, she walks with him there to meet Sabine. Sabine tells her she can work odd days, and Tilly responds by saying she likes odd things. Sabine then hands Rogers' favorite order to him, and Rogers replies he'll have to drop Tilly off more often. During the course of the workday under Sabine's directive, Tilly bakes beignets and tells Sabine that she thinks her beignets are getting better, pointing to a heart-shaped beignet. Sabine suggests they should be a little more "beignet-shaped" and then decides to let Tilly try working out front instead to see if she has a flair for selling the truck's products. Tilly agrees, and with a tray of samples, she runs outside to begin approaching passerbys. Later, Tilly has one sample left and offers it to a girl on a bench. The girl turns around and Tilly realizes she is the same girl who saved her life. They chat and Tilly asks her for her name, to which the girl states her name is Margot with a "t". Tilly mistakenly pronounces the name as "Targo", and Margot corrects her. Tilly thanks her again for saving her life and begins to leave, when Margot stops her, telling her that she's glad she stayed in town. Tilly cheerfully agrees and explains she has pulled things together since they last met. As Margot reveals she is now the one in a bad place in her life, Tilly hands her the heart-shaped beignet to cheer her up and tells her to talk about her problems if she wants to. Margot explains her issues with her mom keeping secrets from her and Tilly advises that it's possible her mom does want to tell her the truth but whatever it is, it must be painful for her to withhold it from her own daughter. From this, Margot receives a different perspective on the situation, and as she eats the beignet, she comments on the great taste and the unique heart shape. Tilly continues to hand out more samples towards the end of her shift when Rogers stops by to pick her up from work. She excitedly tells Rogers and Sabine that people now know her name unlike in the past when she often made herself unseen while swiping food. As Tilly walks off with Rogers, she tells him about meeting Margot and how special it was because Margot truly saw her for her. ("Breadcrumbs")

One day, Tilly wakes up with a buzzing in her head, which, unknown to her, is the Dark One's dagger calling to her because of her link to it through her Guardian powers. She busies herself with sketching a drawing of the troll statue but remains distracted by the noise, so Margot suggests she go out on a date with her to get her mind off of it. Margot treats her to a candied apple as her way of sharing a part of Hyperion Heights she finds special, and in return, she wants to see a place in town that Tilly likes. Tilly brings her to the travel section of a bookstore called Dodgson's Books, one of her favorite places to be as it allows her to go anywhere in the world without leaving Hyperion Heights. Despite having been to many faraway places, Margot appreciates the simplicity of Tilly's world and recalls sometimes becoming stranded in a town after her bus broke down, which happened so often she started collecting handwoven bracelets from the various towns. Tilly wonders if she too could have adventures like that, and Margot assures her she will someday. After Margot grabs hot chocolate for both of them, she gives Tilly a colorful bracelet she found and tells her that although they aren't exactly in Thailand, their date felt like an adventure. Suddenly, the buzzing in Tilly's head intensifies, causing her to panic and shout at herself in an attempt to get it to stop. Embarrassed by her outburst in front of Margot, she leaves the bookstore in a hurry and drops the bracelet on her way out. Tilly later runs into Weaver at the troll statue as she figures out that the buzzing is actually a voice who is trying to tell her something. Weaver, who had been tracking the missing dagger, realizes she may have it. The detective's suspicions are proven correct when he finds the dagger in her bag, which the girl swears she did not steal and has no idea how it got there. As Tilly notices the voice has now stopped, Weaver remarks she was guarding the dagger for him. Bringing a tray of candied fruit to Margot as an apology, Tilly explains that she would rather if Margot didn't see her on her "bad days" as it can be a bit much for some people. Margot insists it won't be for her no matter what kind of day it is and then helps clasp the bracelet onto Tilly's wrist before offering her a drink from the bar. ("The Guardian")

Later, Tilly leaves the bar, with Margot bidding her farewell outside. Eloise follows Tilly down the street and gets her attention, but Tilly is put off by the latter's reputation as a cult leader and wants nothing to do with her. However, Eloise claims she is her mother, which Tilly doesn't believe as she remembers her mother left her. Eloise agrees she abandoned her but that she wants to change if only Tilly will forgive her, but Tilly refuses because she already has people who care for her. Unsure what to make of the situation, Tilly goes to Rogers, who agrees to help her look into it because of his own suspicions about Eloise, and together, they head to Henry's apartment. Henry lets them in, revealing he too is conducting his own investigation into the impossible; that everything in his book actually happened. The three discuss the probability that, if Eloise really is in a coven of witches, the reason she isn't using magic is that the bigger the spell, the more magic users are needed for it. After getting a call from Samuel about the coven members being spotted going into a theater, Rogers leaves with Tilly to go there. As the pair is in Rogers' car looking to see if Eloise will show up to the theater, Tilly plays with a paper rabbit origami. Rogers worries she is bored, but she is happy to do something with another person for a change. Tilly admits she is hungry, which Rogers helps with by giving her a sandwich. She thanks him it, in addition to everything else he has given her, and she wonders how she got so lucky to meet someone like him. When Eloise goes into the theater, both of them follow her in, only for the coven members to take them hostage before bringing them to the theater's lower level. There, Rogers is restrained while Eloise tries to persuade Tilly into joining their coven family and helping them to cast a spell. Tilly wants no part in it and resents the coven for killing her father, but to her shock, Eloise reveals Rogers is actually her father. Explaining that Tilly was a child born the two worlds of nature and humanity, Eloise suggests she let go of her humanity and embrace her true self, even promising to be the mother Tilly desires. Tilly rejects her but is forced to agree after Eloise takes some of Rogers' blood and threatens to take his life too. For the ritual to power up the coven symbol, Eloise sacrifices three items; Rogers' blood as Tilly's "old love", Margot's blood as Tilly's "new love", and the key to the grove as "love betrayed" as it should have been Tilly's inheritance had things been different. Rogers attempts to talk Tilly out of aiding the coven any further, insisting that if he truly is her father, he doesn't want her to go through with it. Tilly realizes he's right, declaring he really is her father and professes that is why she can't let him die. After Eloise completes a spell incantation, all the witches, including Tilly, link hands with each other in a circle and a pillar of fire rises from the center of the coven symbol. ("Flower Child")

As the spell brings magic to Hyperion Heights, with Gothel's ultimate goal to wipe out humanity permanently after it is complete, Tilly falls into a trance-like state as she participates in the continued ritual. Upon learning that the coven members will all turn into trees after they've done their part in the spell, Rogers frees himself to try and save Tilly from the same fate. However, Tilly insists she wants to be with her mother. When he touches her arm, the poison in his heart becomes active again, making it impossible for him to get close to her. Later, he and Weaver bring Margot to help talk some sense into her. Tilly once again declines to leave before shoving Margot away and shrinking all three of them. Soon, all the nearby coven members morph into trees, with only Tilly left, but she snaps out of her stupor once Henry breaks the curse as Margot, Weaver, and Rogers return to normal size. ("Is This Henry Mills?")

After Fifth Curse

Directly after the Dark Curse is broken, Tilly runs into Margot's arms and happily exclaims that, as she said prior to the curse, they would still know each other in any life. The couple share a romantic kiss before they and Weaver head to the Community Gardens to confront Gothel. Weaver believes Tilly's magic can defeat Gothel's, but Tilly has doubts as she is afraid of facing a monster like Gothel. Despite being in immense pain because of the poison in his heart, Rogers approaches Tilly and offers his support to her by clasping her hand as Margot does the same with Tilly's other hand. Gothel chides her to not be a fool and to stand beside her mother to defend their home, but Tilly declares Gothel is not her mother and that she chooses love and hope instead of going down the same path as her. As Gothel attacks her with a stream of magic, Tilly pushes back with her own magic, which breaks through to hit Gothel and turns her into a blackened tree. Tilly approaches the tree and expresses pity for how Gothel's life twisted into something she never meant for it to become, but that she herself will be different from her. She then conjures up hyacinth flowers to bloom at the foot of Gothel's tree roots. Later, Tilly sadly watches her father resting on an ambulance stretcher as Margot comforts her. ("Is This Henry Mills?")

In celebration of the broken curse, Tilly and Margot bring a pan of Sabine's beignets to Roni's to share them with everyone. After Rogers recovers at at the hospital and is allowed to go home, Tilly calls him and sees him in-person, though she keeps her distance by being across the street. She tells him about having just gotten back from a party at Roni's where she and Margot celebrated everyone being reunited after the curse. However, Tilly is still sad that they can't be together, though Rogers promises he will find a way to fix it. The pair exchange I love yous before Tilly hangs up and walks away. Later, her father borrows Tilly's looking glass to help Henry, Roni, and Weaver travel to the Wish Realm to rescue Jacinda and Lucy. Tilly senses something bad has happened with her father and the others when she gets a sudden pain in her chest, which, unknown to her, is the removal of her Guardian powers after Sir Henry wrote them out of existence. She and Margot persuade Sabine to rally the townspeople into helping them find a portal. After Remy offers them a spare magic bean he kept, Tilly and Margot say their goodbyes to Sabine and Drew before going into the Rollin' Bayou, which they'll be using to get around. Instead of directly going to the Wish Realm, the pair open a portal to the outskirts of Storybrooke to get assistance from some friends first. ("Homecoming")

Magical Abilities

Former Magical Abilities

  • Energy Blasts - Ability to create magical blasts to harm the enemies and the objects in the most effective way.
  • Shapeshifting - Ability to alter the appearance of oneself or others.
  • Telekinesis - Ability to control the movement of the environment.


Eloise Gardener


  • Solid lines denote blood parent-child relationships
  • Dashed lines denote marriage relationships that result in offspring
  • † denotes the deceased
  • Rogers and Eloise have never been married



  • The name "Tilly" is a reference to Tillie, one of the three sisters in the story that the Dormouse tells Alice at the Mad Tea Party in Alice's Adventures in Wonderland. Tillie, Elsie and Lacie live at the bottom of the Treacle Well.[1]
    • The names of the three sisters refer to the names of Alice Liddell and her sisters. Tillie is the diminutive form of "Matilda",[2] a name given to Edith Liddell by her sisters.[1]
  • The missing girl Rogers is looking for and feels a familial bond with is named Eloise Gardener. The name Tilly is a clue to her being Rogers' and Eloise's daughter: To "till" means to prepare and cultivate land for crops,[3] which is what people do with a garden.

Production Notes



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