Regina Mills: Ms. Blanchard, is there a problem?
Mary Margaret Blanchard: Not anymore. Though someone did go to a lot of trouble to make it look like I had done something horrible. But they failed.
Regina Mills: Yes. Sidney Glass, who's safely incarcerated.
Mary Margaret Blanchard: If it was Sidney.
Regina Mills: Well, ask your roommate. He confessed.
Mary Margaret Blanchard: Of course he did.
Regina Mills: Are you insinuating something?
Mary Margaret Blanchard: Yes, I am. But I forgive you. Even if you can't admit what you did, I forgive you anyway. Your life must be filled with such incredible loneliness if your only joy comes from destroying everyone else's happiness. It's so sad, Mayor Mills, because despite what you think, it won't make you happy. It's only going to leave a giant hole in your heart.
Emma Swan: You're asking me to believe that you are a fairy tale character?
August W. Booth: Pinocchio.
Emma Swan: Right. Of course, Pinocchio. Explains all the lying.
Blue Fairy: Remember, Pinocchio, be brave, truthful and unselfish. So long as you do that, you will always remain a real boy.
Regina Mills: Henry, it's time for a change. I think it's time to transfer you to a new class with a new teacher.
Henry Mills: Why do you want me out of Ms. Blanchard's class? Is it because you framed her?
Regina Mills: Henry! Do you really think I'm capable of doing something so horrible?
Henry Mills: Of course. You're the Evil Queen.
Regina Mills: Enough. Those fairy tales are not real. Ms. Blanchard should never have given you that book. She should be grateful I'm not trying to get her fired.
Henry Mills: Go ahead and try. It won't work. No matter what you do, Snow White will have her happy ending. She and Prince Charming will be together. The curse will end. Good will win. And I'm not transferring classes.
August W. Booth: You've been here before. This is the diner you were brought to when you were found as a baby.
Emma Swan: So you found an article about me. So what? I thought this trip was supposed to be about you.
August W. Booth: It is. This is my story. And it's your story.
Emma Swan: And how is that?
August W. Booth: That seven-year-old boy who found you? That was me.
Emma Swan: Let's say you were that kid. Why lie about where you found me?
August W. Booth: I lied to protect you.
Emma Swan: From what?
August W. Booth: That.
Emma Swan: A tree?
August W. Booth: You've read Henry's book, right? You know about the curse, don't you? Your role in it? It's true, Emma. We both came into this world... through this tree.
Emma Swan: Why not write the end to that story?
August W. Booth: Because this is the ending. And we're writing it right now.
Emma Swan: And how does this story end?
August W. Booth: With you believing.
August W. Booth: You ever been to Phuket? It's beautiful. Amazing island. Full of pleasures, the perfect place to lose oneself. That's where I was, when you decided to stay in Storybrooke.
Emma Swan: How do you know when I decided to stay in Storybrooke?
August W. Booth: Because at 8:15 in the morning, I woke up with a shooting pain in my leg. That's 8:15 at night in Storybrooke. Sound familiar? That's when time there started to move forward again. I was supposed to be there for you, and I wasn't. Because I was halfway around the world, I got a painful reminder just how far I'd strayed. If that tree won't make you believe, maybe this will.
[August pulls up his pant leg; he sees a wooden leg, but Emma just sees a normal leg]
Emma Swan: How does that prove anything?
August W. Booth: Look.
Emma Swan: August, I'm looking.
August W. Booth: You don't see it, do you?
Emma Swan: See what?
August W. Booth: Your denial is more powerful than I thought. It's preventing you from seeing truth.
Emma Swan: Okay, one of us is losing it here. And it's not me.
Emma Swan: Are you sure you're ready to go back?
Mary Margaret Blanchard: After a stint behind bars, how tough can a room full of fourth-graders be?
August W. Booth: We're going on a trip, Emma, so I can tell you somebody's story.
Emma Swan: Whose story?
August W. Booth: Mine.
Emma Swan: The only person I've ever seen go head to head with Regina and win is you.
Mr. Gold: That's because I know how to pick my battles.
Regina Mills: Thank you for being my knight in shining armor.
Prince Charming: Well, it's more like flannel, but you're welcome.
Emma Swan: Hey, what's the emergency?
Henry Mills: Shh! This is sensitive.
Emma Swan: [whispering] If it's sensitive, why are we at Granny's out in the open?
Henry Mills: I'm hungry.
August W. Booth: Align the gear on the spindle, then press the spring.
[the blue fairy has asked Geppetto to build a special wardrobe to protect Prince Charming and pregnant Snow White from the curse]
Geppetto: I will build your wardrobe... on one condition! If Pinocchio can take the second spot in it.
Jiminy Cricket: You can't bargain like this! Not when the entire realm is in danger!
Geppetto: If I don't, I will lose my boy. Maybe forever. I c... I can't risk that. Snow can raise the child without her husband.
Jiminy Cricket: Geppetto, think about the example you're setting for Pinocchio.
[brushes Jiminy Cricket off his shoulder]
Geppetto: You may be a conscience, but you have not earned the right to tell me what to do!
Jiminy Cricket: Please, I'm only trying to help.
Geppetto: Help? Help like you helped my parents? Your debt to me can never be fulfilled.
Pinocchio: I don't understand, Father, she said...
Geppetto: I don't care what she said. All that matters is you are safe.
Pinocchio: But you told me to be honest, Father. You told me not to lie.
Geppetto: Sometimes we have to lie to protect the people we love.
August W. Booth: Come on, take a leap of faith. You come with me and I promise you, you'll find exactly what you're looking for.
Emma Swan: My kid needs me. I don't have time for faith.
August W. Booth: [referring to Emma] I can get her there, to believing. Trust me.
Mr. Gold: [laughs] Ah. I'm sorry, it's just that, knowing who you are, and your nature... trust is a big ask.
August W. Booth: I'm *not* screwing around here. Whatever you believe, or don't, this is real, Emma. I am sick!
Emma Swan: That's an understatement.
August W. Booth: You don't wanna believe. After everything you've seen, why can't you just do it?
Emma Swan: Why is it so important to you that I do?
August W. Booth: Because I, the town, everyone, needs you!
Emma Swan: I don't want them to need me!
August W. Booth: Well, that's too bad, because we all do.
Emma Swan: You're saying that I am responsible for everyone's happiness? That is crap! I didn't ask for that! I don't want it!
[August has helped Geppetto fix a cuckoo clock]
Geppetto: Who taught you that?
August W. Booth: My father.
Geppetto: He taught you well. He must be very proud.
August W. Booth: I don't know about that. I don't think I became the man he wanted me to be.
Geppetto: Well, have you tried to make it up to him?
August W. Booth: I made him a promise - a long time ago. By the time I got around to making good on it, I think it was too late.
Geppetto: But you kept your promise. You realized your mistake and you tried to fix it. That's important. If I had a son, that would be enough for me.