We open in Storybrooke to find Mary Margaret's cell in the Sheriff's station empty. Next, we see her running through the woods at night. Back at the Sheriff's Station, Henry is looking at a picture of a girl in his storybook when Emma walks up with Mr. Gold in tow. She asks him what he's doing there. He thinks that Emma helped Mary Margaret escape. Emma and Mr. Gold are both shocked to see the empty cell and Mary Margaret gone. They realize that if Mary Margaret is not at her arraignment the next day she'll be a fugitive. Emma, "I have to find her before someone notices she's missing." She knows Regina will be there at 8am for the arraignment and Mr. Gold notes that she has until then to find her. He also tells her that Mary Margaret's future is in jeopardy if she doesn't return and Emma's future is also in jeopardy if she's caught helping her. Emma, "I don't care. I'd rather lose my job than my friend." As Emma heads off, Mr. Gold smiles at her determination.
Emma drives her yellow Bug through the woods, looking for Mary Margaret, when she almost hits a man walking on the side of the road. Emma swerves and misses him as he falls down. She apologizes profusely as he brushes it off. He recognizes her as the Sheriff and asks what she's doing out there so late. Emma lies and tells him she's looking for a lost dog. He's twisted his ankle and Emma insists on giving him a ride home. He introduces himself as Jefferson.
In Fairy Tale Land, Jefferson is playing a spirited game of hide-and-seek with his daughter, Grace. After she finds him, he tells her it's time to find mushrooms to sell at the market. A short while later they emerge from the forest with a basket of wild mushrooms. As they approach their small hovel, they see The Queen's carriage outside. Grace asks if he knows The Queen and he tells her of course not, and then sends her into the woods to stay hidden while he finds out what The Queen's doing there.
When Jefferson enters his home, it becomes clear that he and The Queen know each other as Jefferson asks, "What do you want Regina?" She has a job for him. Jefferson tells her he doesn't do that kind of work anymore because that's how his daughter lost her mother and he doesn't want her to lose her father too. The Queen belittles his situation, mocking how he's resorted to picking fungus in the forest to subsist. If he does this one, last favor for her, he'll be able to give his daughter the life she deserves. Jefferson walks right up to her, "That's why I'm staying. You don't abandon family. That's what she deserves. Now please leave." The Queen doesn't give up. She hands him a folded parchment. She tells him that she needs his special skills to get somewhere he's been before. It's a simple job and if he does it she can change his life. Jefferson looks at the parchment and asks what business she could possibly have there. The Queen tells him something of hers was taken and she wants it back. He tells her to find someone else. The Queen is disappointed, "Sorry I couldn't convince you. But I understand. There's nothing more important than family." She gives him a smug smile as she walks out the door, but leaves the parchment behind.
Back in Storybrooke, Emma pulls up to Jefferson's sprawling English style manor. She sees that he's still limping and helps him into the mansion. Once inside, Jefferson pours Emma some tea and breaks out a map of the area. While Emma looks over the map, she gets groggy and falls into Jefferson's arms. He lays her on the couch. As he goes to open a window and get her some air, she notices his limp is gone. Jefferson stops and turns back towards her. "Oh. That." As he walks toward her, he flashes a malevolent smile, "Guess you caught me." Emma's been drugged and passes out on the couch.
In Fairy Tale Land, Jefferson tries to buy a stuffed toy rabbit for his daughter at the market but doesn't have enough money to pay for it. The proprietor, an old hag, won't take the few coins of copper he has and will only take one silver coin. Jefferson tries to demand she accept his offer but Grace is embarrassed and urges Jefferson to leave. After they've walked away, the old hag goes to the back of her cart and looks into a small mirror. The Mirror appears, "Well, that was awfully cruel. You could have at least let the girl have her toy." Then the face of the old hag morphs into The Queen, "Where's the fun in that?"
Emma wakes up in Jefferson's mansion bound and gagged. She breaks the teacup she dropped and uses one of the sharp pieces to cut herself free. She tries to open one of the windows to escape but they're locked shut. Then see looks through his telescope and sees that it's pointed right at her office in town. She hears the gritty sound of something being sharpened on a whetstone. She opens the door a crack and sees Jefferson in a darkened room across the hall with his back to her. He's menacingly sharpening a pair of scissors.
In Fairy Tale Land, Jefferson puts the finishing touches on a makeshift rabbit for Grace in their simple hovel. Grace tells him she loves it and continues the tea party she's having with her toys. But as he looks around their simple hovel, The Queen's words echo in his ear; what future can he give Grace? We see on his face that Jefferson comes to a decision. He tells Grace that he needs her to go to the neighbors' for the rest of the day, "There's work I have to do." Grace wants to go with him but he tells her no. She instinctively knows this has to do with The Queen's visit and pleads with him not to do it. Jefferson tells her he has to, so she can have what she needs. Grace, "All I need is you, Papa. Please stay." He apologizes and tells her again he has to go. She makes him promise he'll come back, "For our tea party. Promise?" Jefferson, "I promise. I wouldn't miss it for the world." He kisses her forehead and sends her off to the neighbors'. The neighbors, a kindly couple, greet Grace by the well and we see they have a warm, friendly relationship with her. Jefferson continues watching, relieved. He takes out a key and opens a trunk. Then he takes out a sturdy circular box and sets it on the floor. It's dusty and clearly hasn't been opened in years.
Back in Storybrooke, Emma quietly sneaks out of the room she was trapped in while Jefferson continues to sharpen the scissors in the other room. As she quietly creeps down the hallway, the floorboards creak from her movement. Jefferson takes notice. Emma hurriedly opens the nearest door and steps in to hide. Once inside, she hears a whimper behind her and spins around. She sees Mary Margaret gagged and bound to a chair. Emma rushes to her and breaks her free. Mary Margaret is terrified and Emma asks what she's doing there. As Emma removes the gag, Mary Margaret tells her she was trying to get away through the woods when this man grabbed her out of nowhere. Then she asks Emma why she's there? Emma gives her a look, "I was looking for you. You escaped, remember?" It's Emma's turn to ask questions and she asks Mary Margaret how she got out. Mary Margaret tells Emma she found a key under her pillow, somebody must have put it there. Emma opens the door and peers down the hall where she last saw Jefferson. With no sign of him, they both try to sneak away only to run into him with a gun pointed right at them. Emma tries to bluff that back-up is on the way, but Jefferson knows better. He has Emma tie Mary Margaret back up in the room. He then tells Emma he needs her to do something.
In Fairy Tale Land, Jefferson goes to see The Queen while carrying the sturdy circular box. She's happy to see him and knows he's there because he's reconsidered her offer. Jefferson says he'll do what she asks as long as The Queen guarantees that his daughter will want for nothing. She agrees and wants to see what his box can do. Jefferson kneels down and removes a top hat from the box. Then he places the hat upside down on the floor and spins it. He tells her to take a step back as the hat begins to slowly spin on the floor and then picks up speed. The hat magically expands until the opening of the hat has transformed into a large hole in the floor. A monstrous wind rushes up from the darkness. Then The Queen and Jefferson leap into the hole, hand-and-hand.
Back in Storybrooke, Jefferson leads Emma by gunpoint into the room where he was sharpening scissors. He surprises Emma when he tells her that he saved Mary Margaret's life by not letting her leave Storybrooke because of The Curse. That slams into Emma, "What curse?" Jefferson, "The one keeping us all trapped. All except you." She thinks he's been reading Henry's book. He says that if she knew what he did maybe she wouldn't ignore them. When Emma asks why he's been spying on her, Jefferson tells her that for the last twenty-eight years he's been stuck in his house, "Day after day, always the same." Then one night Emma rolled into town and things started to change. He tells her she refuses to acknowledge she's special and that she's brought magic. Emma thinks he's crazy. Jefferson thinks what's crazier is Emma seeing and not believing, which is what she's done since she came to town. He gets right in her face, "Open your eyes. Look around. Wake up. Isn't it about time?" She asks what he wants. Jefferson, "Get it to work." He forces her into a chair then tells her she's the only one that can do it. Emma is stuck as Jefferson creepily puts his chin on top of her head.
Inside the hat, The Queen and Jefferson are in a large room lined with doors. Each door is different from the next, with every one of them being unique and elaborate. The Queen tells Jefferson she forgot how magnificent he is. Her reminiscing reveals these two have a shared past, one that Jefferson couldn't care less about. He's there for his daughter and is all business. They come to a stop in front of a door-sized, gold-framed mirror. This is the entrance to where they're going. He tells The Queen that it's important they stick together because the same number of people who go through have to come back. No more, no less. Jefferson says it's the hat's rule, not his. They step through the glass and into a world similar to theirs but not the same. As they walk down a path they come upon a giant, blue caterpillar, smoking from a hookah on top of a giant mushroom. The caterpillar asks them, "Whooooo arrree yoooooouuu?" and blows smoke in their faces. Jefferson looks around with disdain, "I hate Wonderland." Then he and The Queen continue down the path.
Back with Emma in Jefferson's mansion, she looks at table with hat-making material spread all around. Jefferson tosses a top hat in front of her and tells her to make one like it. She's confused. He wants her to make a hat, but he already has a room full of them. He tells her none of them work and since Emma has magic, she can do it. Emma puts it all together-the tea, the hat and the psychotic behavior, "You think you're the Mad Hatter." Jefferson clearly doesn't like being called that. "My name is Jefferson." He says the problem with this world is that everyone wants a magical solution to their problems, but everyone refuses to believe in magic. Emma doesn't buy it, "This is the real world." Jefferson is quick to retort, "A real world. How arrogant are you to think yours is the only one? There are infinite more." He tells her these worlds touch one another and form a long line of lands, "Each just as real as the next. All have their own rules. Some have magic and some don't. Some need magic." That's where she comes in. Emma and Mary Margaret are not leaving until Emma gets Jefferson's hat to work. Emma remains calm, "And then what?" Jefferson, "Then I go home."
In Wonderland, Jefferson is hesitant when The Queen wants to go into the huge hedge maze standing in front of them. It's the Queen of Hearts' maze and Jefferson says going in there wasn't part of their deal. The Queen suggests he accompany her because he can't leave Wonderland without her. Jefferson shakes his head, knowing she's right. Before she can go too far into the maze, Jefferson demonstrates how the hedge walls are dangerous to anything that touches them. He throws a stick into them and they watch it get devoured. But The Queen is not playing around and has a better way. She waves her hand and magically clears a path to a massive stone vault. They walk right up to it and The Queen, with another wave of her hand, magically opens the vault doors.
Inside the vault, a wall of boxes identical to the wall of heart boxes in The Queen's own chambers awaits. She opens one, takes the box that was inside it and walks out. As they start to leave, four red armored soldiers arrive. Jefferson and The Queen turn and flee. They run through maze and escape when The Queen uses her magic to close the hedges at the entrance, blocking the pursuit of the soldiers. Right before they are about to go through the looking glass, The Queen stops and breaks off a piece of a giant mushroom. She then opens the box and drops the piece of mushroom inside. Suddenly, smoke rises from the box and her father appears. Jefferson is taken aback while The Queen and her father hug and enjoy their reunion. Jefferson quickly realizes The Queen intends to go through the looking glass with her father and not him.
When he lunges for The Queen, she uses her magic to trap his feet in the ground. He pleads with her that he needs to return to his daughter, Grace. "I promised her I'd be home for tea-" For a moment we see on The Queen's face that she wrestles with what she's doing. Then, in an instant, turns around and is chillingly cold, "-a promise which you now have broken." She tells him if he truly cared for his daughter, he would have never left her in the first place. Before The Queen leaves, she gives him a parting shot. "You were right, Jefferson. You don't abandon family." And with that, The Queen and her father step through the looking glass, leaving a distraught Jefferson. Then the Knave of Hearts and some soldiers arrive to take Jefferson to the Queen of Hearts.
Jefferson is brought before the Queen of Hearts. With her face covered by a red veil, she whispers to the Knave of Hearts. He relays to Jefferson that the Queen of Hearts knows he helped steal from her and wants to know how he got to Wonderland. When Jefferson tries to bargain to get home to his daughter, the Queen of Hearts says, "Off with his head." Then the executioner cuts off Jefferson's head. Jefferson is in shock when he's still alive, but his head is held up by one of the soldiers as his body lies on the ground. To get his body back, Jefferson tells the Queen of Hearts he used his hat to get to Wonderland. She wants him to make another one. Jefferson can't without magic but the Knave of Hearts tells him that's his task, "Get it to work."
Back in Storybrooke, Jefferson tells Emma he needs her to make the hat, then shows her through the telescope why he's so desperate-Grace. In this world, her name is Paige and she has another family. His curse is that he's separated from his daughter in this world, but remembers their life in the previous one. Emma asks why he doesn't reach out to her. Jefferson says that would destroy his daughter's reality. Jefferson says it's hard enough being in a land where you don't belong, "But knowing it? Holding conflicting realities in your head-will drive you mad." Emma takes an empathetic tone, knowing he wants to go home to his world with his daughter. Thinking she's now going to help, Jefferson turns his back to her to retrieve the hat on the table. When he turns back around, Emma knocks him out with the telescope. Emma grabs her gun and goes to free Mary Margaret. As she's freeing her, Jefferson surprises and charges her. Emma and Jefferson struggle, but Mary Margaret frees herself and kicks him out of the window. When she and Emma look down, he's gone.
Outside the house, the only sign of Jefferson is his hat. Emma tosses the keys to her Bug to Mary Margaret and tells her it's her choice if she wants to run. Mary Margaret says everyone thinks she killed Kathryn. Emma asks her to believe and trust her that she can get her out of this. Mary Margaret asks why it's so important to Emma what happens to her. Emma says because when Regina framed her, Mary Margaret bailed her out, because she trusted her. And when Emma wanted to leave, Mary Margaret told her staying was the best thing for Henry. Emma gets emotional, because she realizes that her entire life she's been alone. She's had her walls up, "Nobody's ever been there for me except for you. I can't lose that. I cannot lose my family." Mary Margaret smiles, "Family?" Emma covers, "Friends. Whatever. You know what I mean." Emma asks Mary Margaret if she'd rather face it together than alone. Mary Margaret gives Emma back the keys.
Later, Regina arrives at the Sheriff's station. She enters with a smile, but is shocked to find Mary Margaret sitting in her cell. Mr. Gold is there and tells Regina his client is not having any visitors and escorts her out. In the hallway, Regina is indignant that Mary Margaret is back, "You said this was going to work. That she'd take the key and go." Mr. Gold said she came back because Emma is more resourceful than they thought. He assures her that she may still get what she wants. Regina said she had better because the only reason she made a deal with him was to get results. Mr. Gold tells Regina she'll get her results and that he'll see her at Mary Margaret's arraignment. Regina storms out.
Emma takes a seat with Henry outside his school and lets him know she found Mary Margaret. Just then, a young girl walks past and says "Hi" to Henry. It's Jefferson's daughter, Grace from FTL, and the same girl he was looking at through the telescope. When Emma asks who it is, she's shocked when Henry says her name is Paige-just what Jefferson said it was. She asks to see Henry's storybook. She looks through it, finding pages with Jefferson and his daughter. Emma's a bit thrown. Henry asks, "What is it?" Emma says nothing. She stares at a page in the book with Jefferson as the Mad Hatter-which takes us to...
Wonderland, where Jefferson is now the Mad Hatter, sitting in an enormous room surrounded by hats. As he sews the fabric of a hat he mutters to himself, "...get it to work... get it to work... get it to work!"
Back on Emma. Troubled. Henry breaks her from her reverie. She shakes it off and looks up at him. He has to go, but Emma asks if she can hang onto the book. Henry smiles, "Absolutely." Then he heads off to class. As Emma holds the book, a look crosses her face. Could it be that she's starting to believe?