"Down the Rabbit Hole" - Once Upon a Time SPEC

8/12/2019 "Down the Rabbit Hole" - Once Upon a Time SPEC

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ONCE UPON A TIME"Down the Rabbit Hole"

Written By

Catherine McManus

[email protected]


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1 INT. STORYBROOKE ELEMENTARY - MARY MARGARETS CLASS - DAY 1

Its a gloomy day in Storybrooke, Maine. The gray cloudsroll in and linger in the sky. They dont seem to be moving.

HENRY looks outside as rain falls down on the town, and as

the water falls down the big glass windows.

MARY MARGARET BLANCHARDs fourth grade class is listening toher words intently, or at least most are.

MARY MARGARETNow, we all know that each andevery one us is different from eachother. But, we do have one thing incommon.

The children stare at her, almost begging her to finish -the school clock almost reads 3PM.

MARY MARGARET (CONT.)No matter if were tall, short, agirl, a boy, light skinned, or darkskinned, we all come fromsomewhere. We all have a family.

Henry looks from the window toward Mary Margaret. Suddenly,he seems interested.

MARY MARGARET (CONT.)Now, none of our families are thesame. Some of us have moms, dads,

brothers, sisters, andgrandparents, but some of us haveothers we consider family.

Mary Margaret begins to draw a huge tree on the chalk board.

A girl, PAIGE, looks at Henry and then back at MaryMargaret. She appears to be curious about something. Henryhardly notices the girl looking at him.

MARY MARGARET (CONT.)For your assignment this weekend, Iwant you to research your ownfamilies. Where were you born?Whats your heritage?

She turns to face the class as she finishes drawing hertree. Then, the bell RINGS, and school lets out.

(CONTINUED)


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CONTINUED: 2.

MARY MARGARET (CONT.)Discover your family tree! This isdue on Monday!

Most of the kids leave the classroom in a hurry, gatheringtheir belongings as quickly as possible, while some,

including Henry and Paige, drag behind.

MARY MARGARET (CONT.)Henry, can I talk to you for amoment?

Paige, who had seemed to be waiting for him watches as hemakes his way toward the teacher, and then, she walks out ofthe classroom.

MARY MARGARET (CONT.)Are you okay? You seemed a bitdistracted.

HENRYIm fine Ms. Blanchard.

MARY MARGARETLet me ask you a question, Henry.

He nods.

MARY MARGARET (CONT.)What do you plan on doing for yourproject?

HENRYI dont know. I guess I wanted toask Emma, but my mom... I dontthink she would like that.

MARY MARGARETYou could always ask both of them.Theyre both your family.

HENRYI guess.

As he puts his jacket on, he stares off at the tree, somber,thoughtful. Then the tree becomes real. We are no longer inStorybrooke...


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3.

2 EXT. WOODED PATH - DAY - FAIRY TALE LAND 2

Two figures walk down a path surrounded by woods on eitherside. One is a woman, early 30s, and beautiful. She wears along cloak, the hood down. Her name is CLARE, and shecarries a basket full of beautiful flowers.

The other figure is much smaller, a female child. She lookslike she could be the older ones daughter - her featuresare similar, she wears a cloak as well - but shes not herdaughter.

We recognize the girl. Its Paige, the girl from Henrysclass, but her name is not Paige here, its GRACE.

She appears sad, almost lost as she makes her way with hercaretaker. Then she looks up - determined, curious.

GRACE

Clare?

The woman looks down at the girl with a smile.

CLAREYes, Grace?

GRACEWhen do you think my father willreturn?

Clare looks away from the girl. She doesnt seem hopeful.She cuts Grace off as she walks and kneels in front of the

girl, now eye level with her. Her is expression is totallydifferent. Its confident and warm.

CLARESoon. Very soon. Though I cant sayexactly when.

GRACEI just want to go home. Imiss papa.

CLAREI know you do, but he put you inour care until he returns, so inthe meantime, we will take care ofyou. Okay?

GRACEOkay.

(CONTINUED)


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CONTINUED: 4.

Then, from out of nowhere it seems, many HORSES withKINIGHTS on them, followed by a BLACK CARRIAGE and moreknights on horses come rushing down the path.

Clare sees them, quickly grabs Grace, and pushes them bothout of the way of the oncoming darkness.

The two wait on the side of the path. Clares head is bowed.Grace just stares.

Clare looks out of the corner of her eye checking on Grace.

CLAREBow your head Grace.

GRACEWhy?

CLARE

Because that is the Queenscarriage and those are her knights.

Grace does as Clare asks and bows her head.

The carriage and the knights continue racing by until a darkfemale voice yells for the group to stop. Its the EVILQUEEN.

EVIL QUEENHALT!

Within seconds, the horses are stopped. Then the carriage

stops - right in front of Clare and Grace. Their heads arestill bowed.

The black door quickly opens without anyone opening it.MAGIC.

Grace looks up to see whats happening in front of her.Clare sharply whispers to her.

CLAREBow your head, Grace!

She watches as steps fall down to the path and then as adark figure makes it way down them. Its the Evil Queen.

She wears black, head to toe. Her extravagant dress huggingthe curves of her body and trailing behind her. Her eyes aredark, evil, menacing.

(CONTINUED)


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CONTINUED: 5.

EVIL QUEENWho do we have here?

Neither of them answer.

KNIGHT

You will answer the Queen when shespeaks to you!

Clare raises her head and looks at the Evil Queen as shepulls Grace closer to her.

CLAREWe were just making our way home.We pick flowers almost a leaguethat way.

The Evil Queen comes closer to Clare and picks up a flower.

The flower rots in her hand. It begins to fall and turnsbrown. Some of the petals wilt. Then she drops it back intothe basket.

EVIL QUEENYou and youre daughter pickflowers together, how quaint.

GRACEShes not my mother.

The Evil Queen snaps her head to Grace and studies her. Shegets closer to the young girl.

EVIL QUEENThats right. I remember you -youre Jeffersons girl. Where isyour father?

A small and hardly noticeable smile plays at the Queenslips. She knows exactly where he is, after all she is theone who put him there.

GRACEHes coming back soon.

The Evil Queen leans down and runs her hand through Graceshair.

EVIL QUEENThat he is...

She swirls the hair in her fingers then snaps back up.

(CONTINUED)


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CONTINUED: 6.

EVIL QUEEN (CONT.)But I didnt come here to discussthe whereabouts of your father. Imlooking for someone. A murderer.

CLARE

Snow White, my Queen?

EVIL QUEENYes, Snow White. As you know, shesbeen on the run for sometime now,and she is very dangerous. Hercapture is of the essence. You twowouldnt have happened to see her?

Clare grabs Grace tighter to her.

CLARENo! That would treason.

EVIL QUEENThere was word she was seen inthese parts not a few nights ago.

GRACEWe havent seen her!

The Evil Queen stares at them both for a long lingeringmoment, and then begins her return to her carriage.

EVIL QUEENIf you do see her, please inform

me.

She looks at Grace.

EVIL QUEEN (CONT.)If you help me, I could help youget your father back.

The Queen strides into her carriage. The door shuts behindher elegant and dark figure. Then, the horses and thecarriage rush off as Grace and Clare watch them.

Clares attention immediately switches to Grace. Shesconcerned.

CLAREAre you alright?

Grace continues to stare off at the Queens carriage. Thenshe looks back to Clare.

(CONTINUED)


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CONTINUED: 7.

GRACEIm fine. Lets just go.

They begin walking again, but his time, slower, moreapprehensive.

On a tree they pass, hangs a wanted sign for SNOW WHITE. Ithas a sketch of her and reads: "WANTED FOR CRIMES AGAINSTTHE QUEEN: MURDER, TREASON, TREACHERY."

Below that, another poster hangs. It has a sketch of a manwith long messy hair, its Graces father, JEFFERSON. Itreads "MISSING".

3 EXT. STORYBROOKE ELEMENTARY - DAY - LATER 3

The rain it seems has let up for a bit, but the clouds stilllinger heavily in the sky, rolling in.

The ground is wet. Puddles are everywhere.

KIDS Henrys age run and play with each other, splashing inpuddles. Some hop on buses, and others are greeted by theirPARENTS. He watches on as parents embrace their children.Then he looks down and continues playing his video game.

EMMA SWAN, the sheriff and his birth mother, approaches him.He doesnt see her, so she sits right down next to him.

EMMAHey, kid.

He looks up at her and stops his game.

HENRYHi, Emma.

EMMAHow was school?

HENRYIts school...

As he trails off, Emma can sense something is very wrong.She nudges him with her elbow.

EMMAAnything new on Operation Cobra?

HENRYNo, everythings still the same.

(CONTINUED)


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CONTINUED: 8.

EMMAListen, I was thinking that sinceyour mom has that meeting tomorrownight, that me and you could gograb some dinner at Grannys. Wouldyou like that?

HENRYAre you sure that -

EMMAYes. Your moms not gonna be aroundfor a few hours, so we can spendsome time together.

Her phone RINGS. She looks at the caller ID and then atHenry.

EMMA (CONT.)

Work calls... Ill see youtomorrow?

Henry nods his head as Emma walks away from the him and fromthe many children at the school.

When she nears her yellow buggie, she answers her phoneunenthusiastically.

EMMA (CONT.)(into the phone)

Hello Regina...

4 INT. SHERIFFS OFFICE - DAY 4

REGINA stands in the empty office looking around for anysign of Emma. Shes annoyed, angry.

REGINAMiss Swan. How nice of you toanswer your phone. Where are you?

5 EXT. STORYBROOKE ELEMENTARY - DAY 5

Emma still stands outside of her car.

EMMAIm on my way.

Children run and scream at the playground - something thatcan be heard through the phone.


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9.


Regina obviously hears the noise of the children. She knowsshes with Henry.

She breathes out an annoyed sigh.

REGINAThis budget isnt going to doitself Miss Swan, and for the loveof God, stay away from my son. Idont like repeating myself.


Emma closes her phone without saying a word and looks atHenry with a look of sadness, but she pulls it together andsmiles at Henry, waving.

From her point of view, he waves back.

From Henrys point of view, she enters her car and with onelast look, drives off.

Henry turns back around and plays some sort of video game,all by himself, until he notices a presence. Someone iswatching him. He looks up to see that Paige is standing onlya yard away from him.

HENRYHey Paige.

PAIGEWas that your mom? Your real mom?

HENRYYeah. Emmas my real mom.

PAIGEWhyd you want to find her?

He thinks about it for a moment and then looks up at her.

HENRYSomething was missing, ya know? Iwanted to know her.

Something clicks with Paige, a small smile now plays on herface.

(CONTINUED)


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CONTINUED: 10.

PAIGEYeah, I get that... So how did youfind her?

HENRYWho wants to know?

PAIGEI do.

HENRYWhy?

PAIGEBecause I do.

HENRYBut why?

Shes hesistant. Then she sits down next to him.

PAIGECan you keep a secret?

HENRYYeah, of course.

Paige is hesitant for another moment then looks at Henrystraight on.

PAIGEIm adopted too.

HENRYOh... I didnt know...

PAIGEYeah. Nobody else does.

HENRYSo why are you telling me? I mean,were not exactly friends.

PAIGEWell, you found your mom, didntyou?

HENRYYeah. Why?

PAIGEHenry, I want you to help me findmy birth parents.

(CONTINUED)


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CONTINUED: 11.

--END TEASER--

(CONTINUED)


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CONTINUED: 12.

8 EXT. COTTAGE - NIGHT - FAIRY TALE LAND 8

Magic hour. The sun is just barely visible in the horizon,setting after a long day.

We see a modest cottage made from logs with green shutters,

a perfect sized home for a small family. Smoke comes outfrom the chimney that floats into the woods that surroundthe home.

Outside, a man, CALEB, Clares husband - attractive, early30s - chops the last bit of firewood and throws it into alarge pile.

Done with his days work, he throws an axe into a stump withall of his force, wipes his brow, and enters the home.

9 INT. COTTAGE - NIGHT - FAIRY TALE LAND - CONTINUOUS 9

Clare puts dinner on the table as Caleb walks into thecottage. Caleb sits down in a chair next to Grace, who playswith a stuffed animal - a white rabbit.

He directs a question to Grace.

CALEBHow was your day?

She doesnt answer, but rather continues to play with herrabbit.

Clare sits down across from Caleb. She appears to beworried.

CLAREIt was good. We had fun, didnt we,Grace?

Still no answer, but the pair continue to be patient.

Caleb looks around the house - its decorated with prettycolorful flowers.

CALEBYour flowers look pretty, Grace.

GRACEYou should have seen what the Queendid to one of the them.

He looks concerned.

(CONTINUED)


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CONTINUED: 13.

CALEBYou saw the Queen today?

CLAREOnly for a moment. She asked us ifwe had seen Snow White - thatsall.

CALEBAre you okay, Grace?

GRACEShe said my father was coming backsoon.

Caleb and Clare exchange a look.

GRACE (CONT.)Do you know when hes coming back?

She looks at them both pleadingly.

CALEBYou know that we dont, Grace.

GRACEBut its been nearly three months.We can at least search for himagain.

CLAREIts no use, Grace. The forest hasgrown increasingly dangerous -especially with the sighting ofSnow White. We dont think its agood idea.

GRACEBut she said if I helped her catchSnow White that she would help mefind my father.

CALEBIf Snow White nearly killed theQueen and has been able to avoid

her for this long, theres nothingany of us can do.

CLAREGrace, honey, weve tried to findhim. Hes not out there.

Grace looks at them hard and pleading as she gets up fromher chair with the rabbit in her hand.

(CONTINUED)


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CONTINUED: 14.

GRACEMay I be excused?

Clare and Caleb look at her and before they can say a wordshe retreats to her room.

10 INT. GRACES ROOOM - NIGHT - FAIRY TALE LAND - CONTINUOUS 10

Grace enters her room in a fume like any pre-adolescent -angry at world.

She throws her stuffed rabbit on the bed and looks out thewindow - its nearly dark on the beautiful night and theslight breeze blows in the room.

Then an idea!

She grabs her cloak and some parchment sitting on a table

with her fathers face on them. Then she makes her way overto her window and climbs out.

CUT TO:


Emma is busy at work on her computer. Perhaps shes making areport on a crime, but instead shes researching something,or rather someone.

She types the name, REGINA MILLS into her database. Articles

upon articles pop up.

MILLS ELECTED MAYOR.

MAYOR CLOSES DANGEROUS MINES.

SCHOOL BUDGET RAISED, MILLS COMMENDED.

MILLS ENDORSES SHERIFF - this one has a picture of GRAHAMbeneath it.

Emma pauses for a moment before moving on.

She looks for anything negative, but cant find a singlething - shes clean. Everything is too positive.

She stares at her computer, stumped.

EMMANo ones this clean.

(CONTINUED)


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CONTINUED: 15.

HENRY (O.S.)Whatd you say?

Emma immediately turns around to find Henry making his waytoward her.

Quickly, she tries to exit of her browser and does sosuccessfully.

HENRY (CONT.)What are you doing?

She tries to think of an excuse. Anything really.

EMMAJust some stuff for OperationCobra. What are you doing here?

HENRY

I need to use your computer.

EMMAYou have one at home, right?

HENRYYeah, but this is for OperationCobra, and my mom checks it, so...

EMMAYeah, of course. Go for it.

She gets up out of her chair for Henry and makes her way

toward the window. Its raining very steadily.

Henry sits down and begins typing.

Its silent for a moment. They both look like they want tosay something, but Henry speaks first.

HENRYEmma?

Emma still stares out the window as the rain falls,splashing in puddles and hitting empty cars.

EMMAYeah, kid?

HENRYWhat was my dad like?

Slowly, she turns around to face him.

(CONTINUED)


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CONTINUED: 16.

EMMAHenry, I dont think this is -

HENRYI know you dont like to talk aboutit, but am I like him? Do I look

like him?

EMMAWell, you definitely didnt get myblonde hair, but personalitywise... youre definitely my kid.

He smiles at her, almost satisfied with the answer. Then hescribbles something down on a piece of paper.

HENRYWere you like me when you were akid?

EMMAUm... yeah I think -

REGINA (O.S.)Henry. You should be home by now.

Regina stands in the doorway, lurking, and interruptingtheir conversation.

His face falls, but he closes the browser hes in and makeshis way toward Regina.

HENRYLater, Emma.

EMMASee ya, kid.

Henry makes his way toward Regina.

REGINAPlease wait in the hall, Henry.

He does as hes told.

REGINA (CONT.)Stay away from my son, Miss Swan.

EMMAI can do that, but I cant promisehell stay away from me.

(CONTINUED)


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CONTINUED: 17.

REGINAYoure treading on thin ice. Iwont tell you again.

Regina exits the office, leaving Emma, alone yet again.

CUT TO:


Just like the previous day, Henry sits outside of school onbench, but hes more aware, alert.

It still rains today - light and even.

Kids yell and scream, chasing one another and climbing onevery sort of thing.

Then, he sees Paige make her way over to him and finally sitdown.

PAIGEAnything?

Henry holds up his hand with a piece of paper in it.

HENRYJust an address.

She reaches for his hand where the paper is, but he quicklypulls it away.

HENRY (CONT.)Are you sure you want to know?

PAIGEYes. Now please, can I have thepaper?

HENRYTheres just one thing you shouldknow - the address... its inStorybrooke.

CUT TO:


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18.

13 INT. PAIGES HOUSE - DINNING ROOM - NIGHT 13

As the day comes to a close, it seems the storm brewingoutside has become increasingly worse. The rain is now thickand heavy - coming down loudly on a house.

At a dinning room table, Paige and her two parents, who werecognize as Clare and Caleb from the Fairy Tale Land, siteating diner.

Here, their names are SHANNON and MARK JOHNSON.

All is quiet except for the rain outside.

On edge, Paige plays with her food and nervously looksbetween her parents.

PAIGEMom? Dad?

They both look up toward her.

PAIGE (CONT.)Wheres 87 Pinecrest Drive?

Her parents look at each other confused.

SHANNONWhy do you ask?

PAIGESome kids at school were talking

about it today.

They both think for a second.

SHANNONI have no idea.

MARKIsnt it on the outskirts of town?That rich guy lives there.

SHANNONJefferson, right?

Paige says his name, not like a question, but like a strangeword you say for the first time.

PAIGEJefferson.

(CONTINUED)


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CONTINUED: 19.

MARKYeah, thats his name.

PAIGEMay I be excused?

SHANNONWhats wrong, honey? Youve hardlytouched your dinner.

PAIGEI just dont feel well, can I go?

SHANNONYes, of course.

Paige gets up from the dinning room table and makes her wayup the stairs and --

14 INT. PAIGES HOUSE - PAIGES ROOM - NIGHT - CONTINUOUS 14

Into her room.

She grabs a rain jacket and opens her window.

Its a long way down, but a white fence with greenery on it,will guide her way down.

With not even a second though, Paige climbs out of herwindow and into the dark and stormy night.

-- END ACT I --

(CONTINUED)


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CONTINUED: 20.

15 INT. PAIGES HOUSE - HALLWAY - NIGHT 15

Shannon knocks on Paiges door - light wrapping.

SHANNONPaige, honey, are you okay in

there?

No answer.

Shannon enters opens the door and --

16 INT. PAIGES HOUSE - PAIGES ROOM - NIGHT - CONTINUOUS 16

Enters Paiges room.

SHANNONI know youre not hungry -

She stops dead in her tracks. No one is there. Not a singlesoul.

SHANNONPaige?

She looks around the room.

At a desk.

In a closet.

SHANNONPAIGE?

Her movements are quicker as she continues searching. Butthen her eyes settle on something.

An open window letting rain in.

She looks out the window and into the dark woods on thestormy night with a look of terror on her face.

17 EXT. WOODS - NIGHT - FAIRY TALE LAND 17

The woods are dark. The trees stretch high above the groundblocking out any light the moon offers.

Grace is alone. Scared. She wonders around mindless, lost,not knowing where to go. She clutches a piece of parchment.Her hands are extended out in front of her searching.

(CONTINUED)


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CONTINUED: 22.

SNOW WHITE (CONT.)Tell me, whats your name?

Grace watches Snow carefully and as shes about to saysomething, stops. The figure has turned around. Its SNOWWHITE.

The young girl is frightened, but attempts to keep hercomposure.

GRACEI dont know you. How do I know Ican trust you?

Snow is hesitant for a moment before she pulls out an appleas red as blood. She hands it to the girl.

SNOW WHITEIts my last bit of food. You can

have it.

The apple sits on her hand as Grace looks at it.

SNOW WHITE (CONT.)I promise...

(she bites the apple)Its not poison.

Grace takes the apple from the stranger.

GRACEAlice. My names Alice.

Grace takes a bite of the apple.

18 INT. MARY MARGARETS APARTMENT - NIGHT 18

The rain falls hard, steady, consistent. Its not letting upany time soon.

Mary Margaret, in her kitchen making hot chocolate, looks upas she hears a key unlock her door.

Its Emma, and shes soaking wet.

MARY MARGARETI think you need to invest in anumbrella.

Emmas not amused. She glares at Mary Margaret as sheattempts to shake off the water, but its no use. Shesdrenched.

(CONTINUED)


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CONTINUED: 23.

She takes off her jacket and hangs it on a rack.

MARY MARGARET (CONT.)Rough day?

EMMAI had budget meetings with Regina

all day.

Mary Margarets sympathetic. Who would want to do budgetsall day, let alone with Regina of all people.

MARY MARGARETOh...

EMMAYeah...

She pauses for a moment. Theres something she wants to say,but its not coming out.

MARY MARGARETWhats going on?

EMMAHenry asked me about his dad.

MARY MARGARETOh... thats probably my fault...

She sits down at the kitchen table with her hot chocolate.

Emma seems confused.

MARY MARGARET (CONT.)I meant to tell you... but you see,every year I assign this project,and the kids have to investigatetheir family trees. Find theirancestry. Discover where they comefrom.

EMMAOh...

Emma sits down at the same table as Mary Margaret.

MARY MARGARETHes just curious Emma. He wants toknow you. Wouldnt you wanna knowyour birth parents too?

She looks at Mary Margaret, sad, full of emotion.

(CONTINUED)


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CONTINUED: 24.

EMMAI dont know if I would. I kindajust gave up on them. I figured...I dont know... they wouldnt care.

MARY MARGARET

And you dont think Henry wasafraid of that?

They sit there for a moment not saying anything.

EMMAWhat if I disappoint him?

Mary Margaret reaches her hand across the table, finallysettling on it on Emmas.

MARY MARGARETHenry adores you, Emma. I dont

think you could disappoint him.Look what youre doing now - youstayed for him. I dont thinkthats disappointment.

EMMAI cant even tell him the truthabout his father.

Emmas eyes begin to water, tears slowly forming in them.

MARY MARGARETAnd maybe he doesnt need to know

that right now.

Emma can only shake her head.

MARY MARGARET (CONT.)Emma, he just wants to know you.Thats it. Youre a part of him.Why do you think he went all theway to Boston?

Mary Margaret looks at Emma, on the verge of tears, andtries to console her.

MARY MARGARET (CONT.)He wants a mom. He wants to knowhis mom.

Mary Margaret pushes her the untouched hot chocolate towardEmma.

(CONTINUED)


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CONTINUED: 25.

MARY MARGARET (CONT.)Here, you have this. Ill make somemore.

EMMAThanks, Mary Margaret.

She smiles at Emma, gets up and heads toward the kitchenarea.

Emma dips her finger in the whip cream and eats it. Itscoated in cinnamon.

She looks at the hot chocolate and then back at MaryMargaret who makes more hot chocolate in the kitchen.

Then, her phone RINGS. She grabs it from her pocket andanswers it.

EMMA

Sheriff Swan... What?... When wasthis?... I understand... Get peopleout there now. Im on my way.

Emma gets up and grabs her jacket.

MARY MARGARETWhats going on?

EMMATheres a little girl missing.

19 EXT. WOODS - CAMP - NIGHT - FAIRY TALE LAND 19

Grace sleeps close to a fire that is beginning to die. Itcant have much longer.

Then Grace opens her eyes and begins to get up.

She glances in the direction of Snow to make sure shesasleep, but Snow is nowhere to be seen.

Quickly, she looks around. She starts to get on her feet -this is her chance to escape.

In the distance, twigs snap. Someone is close and theyre ina hurry - Snow White.

Grace grabs her cloak and as fast as she can,heads away fromthe camp with each pace getting quicker and quicker.

Just as Grace has made her escape, Snow returns in a hurry.Shes worried, obviously nervous about something.

(CONTINUED)


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CONTINUED: 26.

In a hurry, she begins packing up her things.

SNOW WHITEAlice! Alice! Get up! We have togo! Its a full moon tonight. Thewolves are out. We have to find a

safer place to -

As Snow looks over toward where she left a peacefullysleeping Grace, she sees that no one is there.

SNOW WHITEAlice? ALICE?

20 EXT. WOODS - NIGHT - FAIRY TALE LAND - CONTINUOUS 20

Alices name echos in the woods. As she hears her name, shequickens her pace.

Shes running now, through the woods.

Her breathing is heavy and deep.

Grace is scared but she keeps moving.

It appears that someone is watching her. She looks over herback, still running, not stopping.

Leaves ruffle, twigs snap.

In the distance a wolf howls.

Grace is on the run. Running. Running. Running.

Then, right where she is, there is no more snapping.

Theres nothing. No ground beneath her.

She falls. And falls. And falls. It seems never ending asshe screams. Her hair and her cloak blowing all over theplace as she continues her plummet toward the ground.

-- END ACT II --

(CONTINUED)


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CONTINUED: 27.

21 EXT. PAIGES HOUSE - NIGHT 21

The rain pours down heavy and hard in the dark night,showing no signs of stopping anytime soon.

The lights in the house are on, shadows can be seen moving

throughout the home both upstairs and downstairs.

22 INT. PAIGES HOUSE - LIVING ROOM - NIGHT - CONTINUOUS 22

Emma enters the living room where Regina sits with Paigesparents, Shannon and Mark.

The pair are a mess. A worried Mark comforts his crying wifewho can barely say anything audible.

Regina, sitting across from the pair, looks up at Emma asshe enters the room and motions to the seat next to her.

REGINAPlease, Miss Swan, sit.

Emma sits next to Regina and begins looking around the room.Pictures of the happy family are everywhere - all smiles,all better days.

Sitting on a coffee table between the parents and Emma isthe latest school picture of Paige.

Emma turns it toward herself and studies it.

EMMAMr. and Mrs. Johnson, Im EmmaSwan. Im going to help you findyour little girl, but before I dothat, I just need to ask you a fewquestions.

The pair look up at her and nod in approval.

MARKOkay.

EMMAWhen was the last time you sawPaige?

MARKAt dinner. Maybe... seven.

(CONTINUED)


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CONTINUED: 28.

EMMAAnd when did you notice she wasmissing?

SHANNONI went to go... go check on her in

her room, and she wasnt there.

EMMAWas she angry? Do you think shewould have run away?

They take a moment to think.

EMMA (CONT.)Or do you think...

Shannon breaks down in more tears.

REGINAMiss Swan, a word?

Emma looks toward Regina as she gets up and walks into ahallway. Emma follows.

23 INT. PAIGES HOUSE - HALLWAY - NIGHT - CONTINUOUS 23

The hallway is dark and deserted, the casual deputy walkingby.

Regina is not the same person she was in the other room. She

has gone from someone who appeared to be kind to someone whois stern, and ice cold.

REGINAWhat do you think youre doing?

EMMAMy job -

REGINAYou cannot ask them questions likethat. Theyre in a fragile state.

Emma steps closer.

EMMALook, if were going to find Paige,I need to know everything. Thismatter isnt delicate, and I wonttreat it that way.

(CONTINUED)


30/47


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CONTINUED: 30.

EMMARegardless, theres a little girlout there we need to find.

24 EXT. WOODS - NIGHT 24

Paige walks through the dark and wet woods, rain fallinghard onto the ground.

Twigs and leaves snap under her feet as she carefully makesher way.

She points her flashlight everywhere, looking for something,anything. Then she stops and listens.

Rain.

Rain.

More rain.

Then as passing car.

She follows the sound, going faster and faster.

Underneath her feat are leaves, grass, and twigs, but thenit changes to wood.

As quick as she is moving, she doesnt have time to get offthe faulty wood as it breaks beneath her, giving into awell.

She falls, screaming the whole time before hitting theground and falling into a pit of water.

25 EXT. WONDERLAND - FOREST - DAY 25

Were close up on Graces face as she opens her eyes. Lightspills on her face.

Slowly, she gets up and begins checking herself.Miraculously she appears to be okay - theres not one singlescratch on her.

She begins to look around - this is no place shes everbeen. Yes, its a forest, but everythings much different.

The trees are curvy and not as tall. Huge mushrooms grow outof the ground - some growing even taller than her.

She walks, looking around at her colorful environment untilshe finally reaches a crossroads with many ways to go.

(CONTINUED)


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CONTINUED: 31.

Grace looks down each path, obviously not knowing where togo. Her only reference is a tree with sign on it. "THATWAY", "THIS WAY", "UP", "BACK", "AROUND".

They confuse her, so she continues going straight.

CHESIRE CAT (O.S.)Lost, are we?

Grace looks around, but no one is there.

GRACEHello?

She continues to look around until she spots a pair of eyeson a tree branch. Floating eyes. Then, a mouth appears.

CHESIRE CATYou seem lost.

Slowly the cats features begin to show.

GRACEYes, but well, what... youre acat?

CHESIRE CATA Chesire Cat to be exact.

Grace just looks for a moment, even talking cats are astretch for the land she lives in.

GRACEWhere are we?

CHESIRE CATWhy youre in Wonderland.

GRACEWonderland?

CHESIRE CATYes, and you seem, well, lost.

GRACEIm looking for someone. A man.

She pulls out her piece of parchment, but the cat disappearsbefore her eyes.

CHESIRE CAT (O.S.)There are lots of men. Tall men.Short men. Fat men. Skinny men.

(CONTINUED)


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CONTINUED: 32.

Grace looks toward another tree, and he magically appears.

GRACEThis man.

She shows the picture of her father, and the cat laughs.

CHESIRE CATSeen him?

GRACEWell have you?

CHESIRE CATWhy, of course.

GRACEWell, where is he?

CHESIRE CATWhere is who?

GRACEThis man.

CHESIRE CATYou see...

The cat disappears again.

CHESIRE CAT (O.S.)Jefferson is not that mans name.

He slowly reappears on another tree and Grace turns to seehim.

GRACEI think I know my own fathersname.

CHESIRE CATYour father?

Grace has grown increasingly frustrated.

GRACEYes, now can you please tell mewhere he is?

CHESIRE CATWhere he is, is that way...

(he points his tail)but where he went is this way.

(CONTINUED)


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CONTINUED: 33.

The cats tail starts swirling around, pointing in everydirection until he finally settles on one.

GRACECan you take me to him?

CHESIRE CATYes, but I must warn you...

He disappears and reappears on yet another tree aroundGrace.

CHESIRE CAT (CONT.)He has gone a bit...

(laughing)Mad.

Once more the cat disappears, but in front of Grace, his pawprints appear, leading her through the forest.

26 EXT. WOODS - WELL - NIGHT 26

It continues to rain hard in Storybrooke.

Paige wakes up when she breaths in a bit of water. Sheshoots up, gasping for breath.

She winces in pain as she grabs her left leg, nearlyconsumed with the height of the water.

Theres a light though, and she can see it under the water.

Hesitantly, she reaches for it, pulling out her flashlight.It appears to be okay.

Paige shines it up toward the surface. She fell at leasttwenty feet into a narrow well made of stone.

She looks around at where she is. There is no where to gobut up.

She feels the stones, but theyre are no holes, no way forher to climb out.

Still, she tries, and as she lifts her left leg up, criesout in pain. Theres no way shes getting out of that wellby herself.

Paige looks up to the surface, the rain still falling on herface. Shes terrified.

(CONTINUED)


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CONTINUED: 34.

PAIGEHelp! Someone, please, help!


Paiges cries can barely be heard in the deserted forest.

Its very faint.

PAIGEHelp!

Even more faint.

PAIGEHelp!

Then theres nothing except the sound of the rain.

-- END ACT III --

(CONTINUED)


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CONTINUED: 35.

28 EXT. PAIGES BACKYARD - WOODS - NIGHT 28

Rain pours down in sheets as VOLUNTEERS begin searching thewoods.

Spots of light roam in the distance - people with

flashlights searching and calling out Paiges name with noanswer.

Emma stands outside under a portable tent that has been setup with Regina, RUBY, and MR. GOLD - all whom seem to beinvolved in an animated conversation.

EMMAWhats the status downtown, Ruby?

RUBYWe still have nothing - no onesseen her, but were keeping

Grannys open as long as therespeople out looking.

EMMAGood, keep people in good spirits.

All three look at her, expecting more news, more anything,but there is nothing - just the looks.

MR. GOLDAnd whats the update here, Ms.Swan?

EMMAWe just got a few more people whoare helping us search the woods,but we still have nothing.

Regina looks at her expectantly.

REGINAWhat else Ms. Swan?

EMMAWhat do you mean, "What else?"

REGINAAre you forgetting about the womanwith the sprained ankle already? Orabout the three accidents in towntonight?

(CONTINUED)


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CONTINUED: 37.

EMMAYeah, kid?

HENRYI know where Paige went.

With those words, Henry has everyones full attention -

Regina, Emma, and the three others included in the meeting.

29 EXT. WONDERLAND - FOREST - DAY 29

Grace continues to follow the Chesire Cat as he leads herdown a series of strange paths.

They pass mushrooms towering tall and taller over her tinyframe.

A larger than life caterpillar smoking out of a large pipe.He blows smoke in her face.

Grace coughs as the smoke fills the air around her.

From a cliff you can see a giant maze made from hedges,constantly shifting.

Soldiers with square bodies march around the outside of themaze patrolling the perimeter.

They seem to be on alert, as some run into the forest withtheir spears at the ready.

GRACEWhat are those?

CHESIRE CATThose?

GRACEThose things marching down there.

The cat disappears onto a high branch and looks down at thesoldiers.

CHESIRE CAT

They are the Queen of Heartssoldiers. Ridiculous creatures.

GRACEThe Queen of Hearts?

The Chesire Cat continues to lead Grace down a long andtwisted path, the features of his face floating in front ofGrace as she walks.

(CONTINUED)


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CONTINUED: 38.

CHESIRE CATMy dear child - shes the...

He disappears again before finally arriving right by her earto whisper the rest of his sentence.

CHESIRE CAT (CONT.)

The daft and wicked Queen who willremove your head before you can sayWonderland.

They come upon a large table filled with items for a teaparty - but its strange. Some of the glasses are cut inhalf, unable to hold any sort of liquid.

And there are hats. Hats of every shape, size, and color,everywhere.

CHESIRE CAT (CONT.)Hatter?

No response.

CHESIRE CAT (CONT.)Hatter? I have someone here to seeyou.

The MAD HATTER comes storming out of a nearby house. Hesdressed in an oversized top hat and a colorful suit. As hemakes his way toward her, Grace can barely control heremotions.

GRACE(under her breath)

Papa...?

MAD HATTERTell the Queen I have not yet founda solution for the hat!

CHESIRE CATThats not why Im here today,Hatter. You have a guest.

He looks at the girl but doesnt recognize her.

MAD HATTEROh, how rude of me, please sit,have some tea.

GRACEPapa.

He studies her carefully.

(CONTINUED)


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CONTINUED: 39.

GRACE (CONT.)Papa, its me. Its Grace.

He reaches out touching her shoulder, making sure shesreal.

MAD HATTERGrace? Is that really you?

The Mad Hatter embraces the girl.

GRACEPapa, I thought Id never see youagain!

MAD HATTERI know, I know, but how did you gethere?

GRACEI fell down a rabbit hole.

He looks worried.

MAD HATTERGrace, we need to get you out ofhere before the Queen knows theresa way to leave.

GRACEPapa, I dont understand -

MAD HATTERGrace, if one enters Wonderland,only one can leave Wonderland. Weneed to get you back home now!

Grace and her father share a look of panic and fright.


Were on Mary Margaret and Emma deep in the woods scoweringfor the lost girl. With them are a few other volunteers -Ruby, DAVID, and ARCHIE, along with Regina and Henry.

It still rains hard - not letting up for a moment.

Moonlight and flashlights are the only sources of light now- were so far into the woods that we cant see the lightfrom Paiges home.

(CONTINUED)


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CONTINUED: 40.

MARY MARGARETPaige! Paige!

They look everywhere around them, but see nothing.

EMMAJeffersons house is off this way.

Keep looking!

Lights from flashlights scower everywhere.

DAVIDPaige!

RUBYPaige!

ARCHIEPaige!

In the not so far distance, Mary Margaret spots something -a giant hole of sorts and walks over to it.

She looks down, and twenty feet down, in water up to herchest, is Paige.

MARY MARGARETI FOUND HER! EMMA! SHES RIGHTHERE!

(to Paige)Youre going to be alright, Paige.Just hold on.

Paige nods her head.

Emma and the rest of the search party come sprinting over asfast as they can.

The Sheriff looks down the well at the stranded girl and thequickly rising water then at the search party.

EMMAEveryone needs to stay back. Wehave one person in there. We dontneed more than that.

She turns around to the well.

EMMA (CONT.)Paige, you hold on. Were gonna getyou out of there.

Again, Paige nods her head.

(CONTINUED)


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CONTINUED: 41.

EMMARuby, Archie - go back to the houseand get the EMTs and Firefighters.

The two take off into the woods and disappear into the dark.

MARY MARGARETWhat do you need the rest of us todo?

Emma spots an old rope on the ground and picks it up,examining just how worn it is.

EMMAYoure gonna help me get Paige outof the well.

Mary Margaret, David, and Regina look on at Emma like shescrazy, but she couldnt be more serious.

MARY MARGARETEmma, its too dangerous.

EMMAThe waters rising too fast. I haveto do something. Whos with me?

-- END ACT IV --

(CONTINUED)


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CONTINUED: 42.

31 EXT. WONDERLAND - DAY 31

Were moving fast through Wonderland with the Mad Hatter andGrace.

Fast through trees and down paths winding and and turning.

GRACEPapa, where are we going? I dontunderstand.

MAD HATTERGrace I have to -

The Mad Hatter puts his hand in front of Grace as they stopand watch the the card soldiers run out in front of them.

When the ghost is clear, they continue running.

MAD HATTER

The Queen knows youre here. Sheknows an entrance has been openedto our world. We cant let her getthrough, so you have to go back.Its the only way.

Finally, they get to the place where she fell through thehole - the tree with the many directions.

GRACEPapa, come with me. Come home.

MAD HATTERI cant, Grace. If one enters, onlyone can leave. Its the rule. Itshow I got stuck here. The Queendeceived me - dont let her deceiveyou.

GRACEThe Queen?

MAD HATTERYes, everything she says is a lie,a manipulation.

GRACEEven about Snow White?

MAD HATTEREspecially Snow White.

The Chesire Cat appears on a branch of the many signed treemoving his eyes back and forth.

(CONTINUED)


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CONTINUED: 43.

CHESIRE CATThe cards are coming from everywhich direction.

Theres a hole at the bottom of the tree - a portal, but itappears to be a rabbit hole to the normal eye.

The Mad Hatter hugs his daughter close to him.

GRACEI love you, Papa.

MAD HATTERI know, I love you, too.

He grasps her by her shoulders.

MAD HATTER (CONT.)Now go.

The cards can be seen in the distance, gaining on them.

TWO OF SPADESHalt!

MAD HATTERGO!

Grace climbs into the rabbit hole, giving one last glance toher father before she disappears.

Falling. Falling. Falling.

32 EXT. WOODS - DAY - FAIRY TALE LAND 32

Snow White looks all over for Grace in the morning light,but has no such luck finding the girl.

SNOW WHITEAlice? Alice, where are you?

Theres crackling of something in the distance. Leaves.Someone walking, no running towards her.

Snow draws her dagger and turns around to face the intruder,but its not a threat. Its Grace.

When she sees its the child, she withdraws her dagger andsticks in back in her belt.

(CONTINUED)


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CONTINUED: 44.

SNOW WHITE (CONT.)Alice. Oh, thank God. I was soworried.

She runs over to the girl and hugs her, glad to see her onceagain.

GRACEActually, its Grace.

SNOW WHITEGrace. Thats a pretty name.

GRACESo isnt Snow White.

SNOW WHITEHow did you -

GRACE

Can you take me home?

SNOW WHITESure.

The pair walk off into the forest towards Graces home.

SNOW WHITEBut what about finding your father?

GRACEIts a long story.


It continues to rain steadily as Emma is lowered down intothe well by David, Mary Margaret, and Regina - slowly andcarefully.

EMMAKeep going! About another five feetor so!

The rope slides through their hands slowly as Henry watches

on.

Closer and closer to Paige, until we finally reach her inthe cold rain water.

EMMA (CONT.)Hold onto me, okay?

Emma grabs the girl and holds onto her tightly.

(CONTINUED)


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CONTINUED: 45.

EMMAIm ready when you guys are!

They begin to pull the rope back, and slowly, the ropebegins to pull away from itself - its tearing.

Up comes Emma and Paige - theyre almost there.

Then they reach the top of the well and the rope snaps, butnot before David grabs Emmas arm and drags her and the girlup by hand.

Paige and Emma finally have two feet on the ground. The onlything the girl can do is cling to Emma, hugging her waist,as the rain falls down.

Henry watches as Emma embraces Paige back. Hes jealous.

Regina comes over to him as he watches the scene.

REGINAI wouldnt know what to do if thatwas you, Henry.

As she goes to hug him, he backs away. Before she can sayanything on the matter, there is yelling in the distance.

RUBY O.S.)We got help!

Regina looks toward Emma embracing Paige, then at Henry ashe looks on.

34 EXT. PAIGES HOUSE - NIGHT 34

The rain has slowed - the storm is ending. It now onlylightly rains.

Emma watches as Paige is loaded into an ambulance with herparents.

When she sees Henry sitting alone on her porch, she joinshim.

EMMAThanks for your help today, kid. Icouldnt have done it without you.

HENRYReally?

(CONTINUED)


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CONTINUED: 46.

EMMAYeah, but Henry, you cant goaround giving people informationlike that - it does more harm thangood most times.

He looks up at her.

HENRYShe just wanted to know where shecame from. Theres nothing wrongwith that.

EMMANo, there isnt...

A moment of silence.

HENRY

What if it was me, Emma?

EMMAI wouldnt stop until I found youHenry, because that what familydoes. We always find each other.Always.

He looks at her, mesmorized.

EMMAI dont know anything about anyonein my family, Henry. All I know is

that I have you. Youre the onlyreal family I have, and as long asyou want me here, Im going to behere, okay?

HENRYOkay.

Emma pulls Henry in close to her and the two embrace as ajealous Regina watches on from afar.

-- END ACT V --

"Down the Rabbit Hole" - Once Upon a Time SPEC

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