Jafar pays a visit to the Asylum and Dr. Lydgate to uncover information about Alice, while in Wonderland, Alice heads to the Black Forest on her quest. Meanwhile, the Knave is awakened by magic with the help of an unlikely ally and he goes in search of Alice only to find her in terrible danger, and Cyrus does his best to evade the Red Queen. In flashback, Alice returns to Victorian England and her father after losing Cyrus.
The elderly prisoner tells the Red Queen that she'll never capture his former cellmate for he carries with him the greatest power of all: true love. Cyrus climbs down the rocky wall outside Jafar's castle. He sees the glow of an amulet in the distance. He knows this is Alice, who runs into two strangers blocking her way. They are demanding her necklace as a toll. That's not going to happen. Alice draws her sword. She takes down the thieves with relative ease. They had no idea who they were threatening. Alice speaks aloud to amulet saying she lost it once. She's not about to let that happen again.
Alice makes her way into the Black Forest. The place is filled with ominous warning signs to turn back. Alice is afraid, but she presses forward with the torch she swiped from the thieves. Strange noises are heard during the journey. Alice's flame goes out, but it happens just as she makes it through to the other side. A flower shoots a lavender mist at her. This makes Alice feel quite good. She's startled when a man with a saw appears before her. He identifies himself as the Carpenter.
Alice's thoughts are suddenly quite scattered. Something is off. She suddenly believes that it would be okay to stay exactly where she is. The Knave of Hearts runs into the two thieves who tried to rob Alice. He learns she's headed into the Black Forest. After also being sprayed with lavender mist, the Knave is reunited with Alice. He sees the carpenter staring at them. He knows something is wrong. Alice seems to have put her desire to save Cyrus on hold. He demands answers from the Carpenter, who turns into a tree-like creature before his very eyes.
The Knave notices all the trees in the area have faces. He realizes they used to be people. This is what happens to those who stay in this place. The Knave pleads with Alice to leave. His words fall on deaf ears as Alice no longer knows who she is. She violently swings her sword at the Knave insisting she's happy. It's not real happiness though. Vines begin to overtake Alice. The Knave knows that the only way he can get Alice to come with him is if she wants to go. That's going to be difficult since she believes she's finally found a home.
We jump back one year ago to a time when Alice returns to England. She meets a little girl, Millie, who is actually her half sister. Her father, Edwin, got remarried to Sarah. Alice is overwhelmed at the sight of her new family. Her father says she can not mention Wonderland or genies any longer if she wants to stay. He wants her to try to fit in. She agrees only because she has nowhere else to go. Sarah wants to help Alice meet a suitable young man so she can move on with her life. She sets up a tea with the son of Mrs. Darcy who lives down the road. Alice simply isn't ready for something like this.
Edwin and Sarah are angered when they catch Alice telling Millie stories of Wonderland. The next morning, Mrs. Darcy's son pops by for breakfast. Alice knows this is all Sarah's doing. She lets her father know that this woman doesn't make him truly happy like his mother did. She can't just throw away her love for Cyrus like that. Edwin offers the choice of letting Sarah find her a husband or check in to a hospital. A saddened Alice watches her new family disappear as she is taken off in a carriage to Bethlam Asylum.
In present day Wonderland, the Knave desperately tries to convince Alice that she'll never truly be happy without Cyrus. He's attacked by vines as he does this but manages to toss the amulet into his friend's hand. This causes a flood of memories to come rushing back to Alice. She snaps out of her hypnotic state to cut away the vines that surround her. Alice learns that the reason the Knave wasn't affected like she was is because he never put his heart back after Anastasia broke it. He got used to the emptiness.
Cyrus comes to a dead end in his escape run. The Red Queen appears behind him to let him see that he's just come the outskirts of a castle floating in the sky. The drop is a long way down. The Red Queen tries to tell him that sometimes love is not enough. Cyrus disagrees. That's why he jumps off the edge of the floating island.Jafar arrives at Bethlam Asylum. He swipes a suit so he can look the part of a doctor. Jafar freaks out Dr. Lydgate by showing him the White Rabbit. It's his way of scaring the good doctor into revealing everything he knows about Alice. A short time later, Jafar shows up at Edwin's house. He knows where his daughter went after she escaped the asylum. He promises he can take him to Alice.
- Kylie Rogers' hair was dyed brown for her role as Millie.
- Kerry van der Griend, who plays Thief #1, also plays the Peasant in the Once Upon a Time episode "Labor of Love".
- Sean Owen Roberts, who plays Thief #2, was also listed as playing a ruffian in the press release for the Once Upon a Time episode "White Out". However, his character was cut from the episode.
- Hesham Hammoud, who plays Ghazi, also plays the Crewman in the Once Upon a Time episode "Page 23".
- John Prowse, who plays the Carpenter, is the husband of Bronwen Smith, the woman who plays the Cashier in the Once Upon a Time episode "Firebird".
- The Victorian England flashbacks occur after Alice's second journey to Wonderland and before her escape from the Asylum in "Down the Rabbit Hole".
- The present day Victorian England events take place after "Down the Rabbit Hole" and before "Bad Blood".
- The Wonderland events occur after "Heart of Stone" and before "Bad Blood". (For more details, see the Wonderland timeline)
- When Alice travels to the Black Forest, she walks past a series of wooden signs in the middle of the forest, just like the character does in the Disney film Alice in Wonderland.
Fairytales and Folklore
- This episode is a rendition of the Alice's Adventures in Wonderland story, focusing on Alice's return from Wonderland.
- Also featured are the Carpenter, Tweedledee, Tweedledum and the Red Queen from the story's sequel Through the Looking-Glass, as well as the genie, the magician and the sultan from "Aladdin" story.
- When Alice returns to Victorian England, the camera focuses on a toy tea set sitting on a small table, a reference to the Mad Hatter's tea party from Alice's Adventures in Wonderland.
- The Boro Grove is named after the borogrove, "a thin, shabby-looking bird with its feathers sticking out all round—something like a live mop", mentioned by Humpty Dumpty in the story's sequel. A stanza in the book reads "All mimsy were the borogoves"; Humpty Dumpty explains to Alice that "“mimsy” is “flimsy and miserable”".
- One of the signs on the road leading to the Black Forest reads as, "Abandon Hope All Ye Who Enter". This is a reference to Inferno, the first part of Dante Alighieri's epic poem Divine Comedy. In the poem, Dante passes through the gate of Hell, which bears an inscription ending with the famous phrase:
Through me you pass into eternal pain:
Through me among the people lost for aye.
Justice the founder of my fabric moved:
To rear me was the task of Power divine,
Supremest Wisdom, and primeval Love.
Before me things create were none, save things
Eternal, and eternal I endure.
All hope abandon, ye who enter here."
- When Alice is looking through the keyhole, there is a close-up of her eye, a recurring theme on Lost.
- This episode features Mary's father from the novel Mary Reilly (something that is revealed in the Once Upon a Time episode "Strange Case").
- The young man named Mr. Darcy, who Edwin and Sarah wanted to introduce to Alice, is a reference to the character Fitzwilliam Darcy in the Jane Austen novel Pride and Prejudice.
- The label on Dr. Lydgate's bottle says (some of the text is obscured but can be seen on prop photos; obscured text is set in fuchsia):
451/2 [sic] GRAINS OPIUM AND 65% ALCOHOL
3 months old 3 drops
One year old 4 drops
Four years old 5 drops
Ten years old 14 drops
Twenty years old 25 drops
Adults 30 drops
THE LABORATORY OF
Westlake & Son
- Laudanum is a highly addictive solution of dissolved opium powder and alcohol. During the Victorian era, which Alice's world is based on, it was lauded as a cure-all remedy in Europe and North America and was readily available in stores and grocers, even pubs. It was used to soothe everything from headaches to depression.
- Notice how Dr. Lydgate's medicine contains 65% alcohol; laudanum usually contains 25 percent alcohol on average, but some variants contain as much as 60–90 percent.
- The label on the bottle is based on real antique laudanum bottles: It is labeled "poison", has an illustration of a skull at the top, states the amount of opium grains and percentage of alcohol, states the number of drops recommended for the ages of 3 months, one, four, ten and twenty years old, and adults; and the name of the production company and where it was produced, is printed at the bottom.
- "Westlake and Son" is a reference to Neil Westlake, a prop designer on Once Upon a Time and its spin-off.
- Plymouth is a port city on the south coast of Devon, England.
- The portrait hanging above the fireplace in Dr. Lydgate's office is of Queen Victoria. The portrait depicts Queen Victoria during her "mourning period", after the death of her husband Prince Albert in 1861. The same portrait is also in an interview room at Bethlem Asylum in "Down the Rabbit Hole".
- In Edwin's home, there's a painting of a ship, which can also be seen in Granny's Bed and Breakfast in the Once Upon a Time episodes "The Thing You Love Most" and "The Price of Gold". It can also be seen behind the bar at Æsop's Tables in "A Wondrous Place", and Henry's apartment in "Hyperion Heights", "A Pirate's Life" and "The Girl in the Tower", but with a different frame.
|French||"Qui est Alice ?"||"Who is Alice?"|
|German||"Nicht jeder findet, was er sucht"||"Not Everyone Finds What They Are Looking For"|
|Italian||"Chi è Alice?"||"Who is Alice?"|