This week's episode was chocked full of one revelation after another.

IN FAIRYTALE LAND

Pinocchio and Geppeto are out on the ocean and about to get eaten by a whale. Pinocchio graciously gives up the life vest to save his father. When the duo washes onto the shore the blue fairy arrives and makes him a real boy.

The duo are working on a clock when the blue fairy returns and tells him of the impending doom known as the curse. Geppeto is asked to make a vessel to save the Charming's and their unborn child.

He is concerned about what will become of pinocchio if the curse comes to be. Will he be made of wood again. The blue fairy doesn't know. Seriously? She can make wood into flesh but she doesn't know what will happen to the boy?

Geppeto says he will only make the waredrobe if Pinocchio can travel in it too. The blue fairy agrees and we see a recap of the round table when the plan is revealed. However upon completion, the blue fairy says pinocchio cannot go because the baby is already arriving. Snow White must go with her to raise her and guide her,

Geppeto says no. Pinocchio will go and he makes the boy promise to care for her and to teach her how to believe in magic. Pinocchio agrees and Jiminy says he cannot fail as long as he is brave, truthful and unselfish. Oh that sounds like a piece of cake for a seven year old!

Both Pinocchio and Emma burst through a tree in our world. The little boy then takes Emma to safety and ends up in foster care with her. They, of course, live in the worst possible place (it is Disney after all) and Pinocchio decides to run away with the other boys. He tries to take Emma with them but the older boys veto the plan. He says he is sorry and kisses her goodbye.

IN STORYBROOK

August continues his annoying crazy man pleas to get Emma to believe in magic and it is starting to appear like he might be spending too much time in the mushroom garden. He continues to have pain in his leg and when he pulls up his pant leg we see why... He is turning back to wood. He's freaking pinocchio. He is, indeed, looking for his father and he didn't lie to the nuns last week.

Conveniently, Henry finds out that the story of Pinocchio has been added to the book of fairytales but the ending has been left off.

August meets up with Gold in his pawn shop just as Marco aka Geppeto is leaving and gold asks him why he didn't say anything to his father. August asks Gold to trust him and he says that given who you are, that is a lot to ask.

Gold tells August that he will nudge Emma in his direction and when she comes to him seeking legal representation to take Henry away from Regina he declines. She storms off and seeks out August who promised to show he how to win.

He takes her to the tiny diner outside of STORYBROOK where she was found as an infant and tells her that he is the seven year old boy who brought her there. This is a twist I hadn't seen coming.

Meanwhile, MM has returned to teaching. Henry tells his mother off. She decides to attempt and fail at seducing David who continues to be one of the biggest dorks on the show.

August pleads with Emma to believe him. He found her near this tree and not on the road. They came from a magic land. He is, indeed, a character in Henry's book. He is Pinocchio.

She says she cannot wrap her head around this. He tells her he was halfway around the word ignoring the promise he made to his father when at 8:15 the day she arrived in STORYBROOK he got a very painful reminder.

He tries to show her his wooden leg, but she cannot see it.

She tells him she does not want to be responsible for everyone's happiness. She tells him that she just wants to make things right with Henry.

In a very touching moment, August shows up at Marco's shop while he is attempting to fix the very clock he taught Pinocchio to fix so many years ago.

He shouts out to him how to fix it and Marco asks, "how did you know that?"

"My father taught me," he replies.

"He must be very proud of you," says Marco.

"I don't think so. He counted on me to do something and even though I tried I think it is too late."

"You realized your mistake and you tried to fix it," said Marco, " Your father would understand."

August offers to work for Marco and is told that he cannot pay him. August says, "That's ok...I just want to fix things."

In the worst ending of all time, Emma attempts to flee STORYBROOK with Henry.

Has she lost her mind?