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Lady of the Lake
Season 2, Episode 3
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Airdate October 14, 2012
Written by Andrew Chambliss
Ian Goldberg
Directed by Milan Cheylov
Episode Guide
We Are Both
The Crocodile

Lady of the Lake is the third episode of the second season of the American ABC fantasy/drama television series Once Upon a Time, and the show's 25th episode overall, which aired on October 14, 2012.

It was co-written by Andrew Chambliss and Ian Goldberg, while being directed by Milan Cheylov.

In this episode, Emma Swan and her mother try to find a way to get back home with the help of Mulan, Aurora, and Lancelot, while flashbacks show Snow's encounter with Lancelot.

The episode was received positively by critics, and was watched by 9.45 million American viewers.

View the Lady of the Lake Gallery.


Opening Sequence

Sir Lancelot is featured in the forest.

In the Characters' Past

At a campsite, Prince Charming (Josh Dallas), Red Riding Hood (Meghan Ory), Snow White (Ginnifer Goodwin), and their allies are attacked by King George's (Alan Dale) knights. One of the assailants turns out to be Sir Lancelot (Sinqua Walls), who captures Snow and brings her back to face King George. At the palace, the King tells Snow that Charming failed him because he wanted him to be the son that he always longed to have and now wants Charming to feel his pain. The King had offered Snow water to drink upon her arrival, and after she has drunk it, he reveals to her it that was actually a potion to prevent her from ever having children. Moments later, and after being dropped out of a carriage, Snow hears someone on horseback, so she takes a stick and knocks him to the ground, revealing the person to be Lancelot. However, it turns out that Lancelot wants to help Snow reach Charming and his mother Ruth (Gabrielle Rose) before King George's men get to them. By the time they reach the farm, Snow and Lancelot discover that they are too late, as Charming has already fended off the King's men, but Ruth has been shot by a poisoned arrow. After she is hit, she gives Snow a medallion she got from a gypsy that will predict the gender of Snow's unborn baby, but it doesn't work because of the effects of the King's potion. Snow eventually reveals to Ruth what has happened, and Ruth then tells her the water of Lake Nostros is a chance to break the curse for both women.

As the group arrives at Lake Nostros, they discover that the lake is now dry. Charming realizes that killing the Siren to free Frederick resulted in the disappearance of the water. However, Lancelot believes that there has to be some water left in the area, and he finds enough in a snail shell for one person. Ruth secretly suggests to Snow that she take it instead of her, but Snow reluctantly turns down the offer. When Ruth drinks the water, however, she was not healed. Knowing it is too late to look for another way to save her, Ruth regrets not being able to see Snow and Charming's wedding. This gives Snow an idea to perform a small wedding ceremony just for Ruth. Snow asks Lancelot to perform the ceremony, and Snow and Charming are married before Ruth passes away. Charming then gives Snow the medallion, which all of a sudden starts moving over her hand. Snow realizes that Ruth only pretended to drink the water and had Lancelot put it in the chalice at their wedding in order to get Snow to drink it, thus breaking the curse of the potion. She tells Lancelot the medallion has predicted that their child will be a girl. Charming vows that they will take the kingdom, this time as a family.

In the Enchanted Forest

Inside the pit, Emma Swan (Jennifer Morrison) comes face to face with Cora (Barbara Hershey), who wants to talk to her. Cora explains to Emma who she is, and claims to be nothing like the Evil Queen/Regina (Lana Parrilla). Snow White/Mary Margaret wakes up and, recognizing Cora, warns Emma not to trust her. Emma, however, believes Cora might be telling the truth. Emma and Snow/Mary Margaret are later released from the pit and meet Sir Lancelot, who immediately recognizes Snow/Mary Margaret and apologizes for their harsh treatment. While Princess Aurora (Sarah Bolger) seethes at Lancelot's warm treatment, Mulan (Jamie Chung) puts her faith in him. Lancelot tells Snow/Mary Margaret about what happened when the curse was broken: ogres have returned and are currently roaming the woods, terrorizing any survivors outside the island. Snow/Mary Margaret begs Lancelot to let her search for a portal; he eventually consents on the condition they bring Mulan. Later that night, Snow/Mary Margaret is jumped by Aurora who holds a dagger to her throat. Snow/Mary Margaret easily disarms Aurora and holds her to the ground, telling her that Phillip's death was not her fault and to channel her anger some other way. As Mulan pulls Snow/Mary Margaret off of Aurora, Emma shoots a bullet into the air, catching the attention of a nearby ogre, who proceeds to give chase. Emma trips over the fallen branch and the ogre catches up to her, crushing her gun and blocking her escape. Just then, Snow/Mary Margaret yells at the ogre to back away from Emma and shoots an arrow into the ogre's eye, killing him instantly.

Later, at the former palace of Snow White and Prince Charming, the four ladies arrive, where they proceed to Emma's former nursery and find the wardrobe there. As Emma and Snow/Mary Margaret try to figure out a way to bring the wardrobe back to the safe haven, Lancelot shows up at the last minute. Although initially happy to see him, Snow/Mary Margaret draws out her sword and exposes Lancelot as Cora, who made the mistake of mentioning Henry by name (Emma had mentioned his name to Cora, but not Lancelot). Cora then transforms back into her original form and admits that she killed Lancelot a while back and was waiting for an opportunity to join her daughter and grandson. Cora then unleashes her power on both Snow/Mary Margaret and Emma, but as she gloats to Snow/Mary Margaret about her victory, Emma sets the tree on fire using the gunpowder from her bullets. Mulan, who was standing guard outside the room with Aurora, jumps in and deflects Cora's attacks. Cora warns that she is not done with them and disappears. Mulan asks Snow to be the leader of the refugees. Emma and Snow discuss the sacrifices that parents must make for their children's well-being. Emma states that she is not used to people putting her first, but her mother gives her a hug and tells her to get used to it. After the heroines depart, Cora reappears with a potion bottle and fills it with the ashes of the wardrobe. The potion bottle glows red- there was still a little magic left in the wardrobe.

In Storybrooke

As Prince Charming/David attempts to find a way to use the hat to bring back Snow White/Mary Margaret and Emma, Henry (Jared S. Gilmore) insists on helping, but Charming, who says that he'll find magic, wants Henry to concentrate on going to school while he takes care of this situation. Henry, as usual, does the opposite and goes to see the Mad Hatter/Jefferson (Sebastian Stan). When Henry sees the Mad Hatter at a park bench, he asks for help, but the Mad Hatter/Jefferson says he is not able to, but not before telling Henry about Regina's vault at the cemetery. Henry knows that the Mad Hatter's daughter, Paige/Grace, has been looking for him, but the Mad Hatter/Jefferson is afraid to face her because she will be upset about him abandoning her. Henry thinks that the Mad Hatter should go see her anyway. After that conversation, Henry calls Regina at her office (who was asked to vacate the premises and was packing up her things) to ask her to meet at Granny's Diner for lunch. She leaves, and Henry sneaks into her office to get her skeleton keys so he can sneak into her vault.

Henry later arrives at his adopted grandfather's tomb. He sees the boxes where Regina keeps her hearts, but pays little attention to them. After exploring around for a bit, he finally comes upon a box and unlocks it only to reveal a pair of Agrabah vipers. Luckily, Charming shows up and boxes the things, Regina having tipped him off about the missing keys and being stood up at the diner. Charming tells Henry that they will find a way to get Emma and Snow/Mary Margaret back, together. Later that day, the Mad Hatter is finally reunited with his daughter, Paige/Grace, and Henry watches this from a distance. He is soon joined by Charming, who buys a pair of wooden swords to teach Henry how to defend himself. As they are sword-playing, King George/Albert Spencer secretly watches them in his car from a distance.


"Lady of the Lake" was co-written by producers Andrew Chambliss & Ian Goldberg, while being directed by 24 veteran Milan Cheylov.

Cultural references

The pit that Emma, Snow White/Mary Margaret, and Cora were placed in resembles the scene from Lost in which the survivors were also caught and sent down to a pit with another person willing to help, only to later find out the person was a traitor. In this case, the traitor was Cora.

Although the episode is named for the supernatural character from Arthurian legend, the actual Lady of the Lake does not appear in this episode. She is mentioned indirectly when Lancelot says he was raised by a lake.


  • When Emma and Snow are talking to Mulan at the camp before heading to the castle Mulan says "do exactly as I say and you might survive" Shang says something similar to this in the Mulan movie where he says "Heed my every order and you might survive"
  • Lancelot examines the arrow that hit Ruth. You can clearly see that it has a simple round and pointed shape, sans the side-blades of a broadhead. This is a medieval bodkin arrow head, very popular for piercing chainmail and light armor, good for general soldiering not so good for hunting game.


Emma Swan: [referring to Cora] I'm, uh... sorry I torched our ride home. I couldn't let her get to Henry. I just...
Mary Margaret Blanchard: You had to put Henry first.
Emma Swan: I was angry at you for so long... wondering how you could choose to let me grow up without you. But then, just seeing all this... You gave up everything for me. And you're still doing that.
[she becomes teary-eyed]
Emma Swan: I'm sorry, I'm not good at this. I... I guess I just... I'm not, I'm not used to someone putting me first.
Mary Margaret Blanchard: Oh...
[she embraces Emma]
Mary Margaret Blanchard: Well, get used to it.
[Jefferson is debating whether to meet his long-lost daughter]
Jefferson: I was on my way, but fate reminded me I shouldn't.
Henry Mills: You should. I've been left, too. Anything's better than nothing. She'll spend her whole life wondering why you left her. Not knowing... is the worst.
Lancelot: Leaving is unwise. The Enchanted Forest is not as you remember it. The ogres have returned.
Emma Swan: Ogres? Like, as in "Fee-fi-fo-fum"?
Mary Margaret Blanchard: Those would be giants.
Mary Margaret Blanchard: [holds Emma back when seeing her talking to Cora] As bad as you think Regina is, this woman is worse.
Mary Margaret Blanchard: [to ogre] Back away from my daughter!
Mary Margaret Blanchard: [at Snow's former home] I never thought I'd see this place again. This room. It was your nursery.<br.Emma Swan: I lived here?
Mary Margaret Blanchard: Never even got to spend a night. This is the life I wanted you to have. I was going to teach you how to walk in here. How to talk. How to dress for your first ball. You never got to do any of it. We never got to be a family.
Red Riding Hood: We have to move camp. They're coming for us.
Prince Charming: No! We will not run! We said we were gonna take the kingdom back and we can't do that with our tails between our legs... No offense.
Snow White: [of the king] How close is his army?
[an arrow hits the table between them]
Prince Charming: I'd say pretty close.
Lancelot: [performing Snow's and Charming's wedding] In my kingdom, there is legend of a cup. It has the power to grant eternal life. And so may the love between you always be strong, true and eternal.
[Snow White is comforting Charming's mother, who has been shot with an arrow]
Ruth: Thank you.
Snow White: Oh. It's the least I can do, make you comfortable.
Ruth: No - for giving my son something to believe in. All he's ever dreamt of was having a wife, and a son. Fret not. It could be a daughter; but trust me, all that matters is that it's healthy.
Snow White: What kind of general hides behind a mask? Who are you really, Leviathan?
Lancelot: "Leviathan"? That's what they're calling me?
[he takes off his helmet]
Lancelot: Name's Lancelot.
Snow White: Lancelot? Of the Round Table?
Lancelot: Not anymore.
Princess Aurora: I want justice.
Mulan: Tread carefully. It's dangerous to confuse vengeance with justice.
Mary Margaret Blanchard: Wanna see where you're from, Emma? That's right. We're going home.
Mulan: Have you ever seen an ogre?
Emma Swan: Pretty sure I've dated a few.
Lancelot: Take my bravest warrior with you. Allow Mulan to defend you.
Emma Swan: We can defend ourselves.
Mary Margaret Blanchard: Deal. Thank you, Lancelot, for always looking out for me.
Mary Margaret Blanchard: Why can't you just listen to me?
Emma Swan: Why couldn't you have trusted me?
Mary Margaret Blanchard: I've lived here, Emma. I know this world, and its dangers.
Emma Swan: Is that why you came through the portal? Because you thought I was helpless here?
Mary Margaret Blanchard: No. I came through to be with you.
Mulan: Aurora, you've gotta keep up.
Princess Aurora: Sorry, but I'm not exactly dressed for the woods. It's cold out here!
Mulan: Then maybe you should've listened to me and stayed back.
Emma Swan: [handing her jacket to Aurora] Here.
Princess Aurora: But I... tried to kill your friend.
Emma Swan: Actually, she's my mom. I have a feeling she can take care of herself.
Princess Aurora: [of Emma's jacket] What kind of corset is this?
[Ruth intends to relinquish the healing water for herself to Snow]
Ruth: That water can lift your curse, allow you and my son to have a child.
Snow White: But you'll die. I won't let you give your life for this.
Ruth: That's what parents do. They put their children first. Someday, you will understand.
Emma Swan: [amazed, after Mary Margaret has shot the ogre in the eye] When was the last time you shot an arrow?
Mary Margaret Blanchard: 28 years ago. Guess it's like riding a bike.
Emma Swan: Yeah, but... how did you know you could hit that?
Mary Margaret Blanchard: I didn't.
King George: Times have been good for you, haven't they? I can see a light in your eyes. Cherish that. Because that light can die, and be replaced by something else. Pain.
Snow White: The only thing you know of pain is how to inflict it.
Henry Mills: [upset that Emma and Mary Margaret are still missing] It wasn't supposed to be this way. I should be over there with them, riding horses, learning how to swordfight.
David Nolan: I know. I know. It's okay; because we're gonna do this together.
Emma Swan: Where's my gun? I want it back.
Mulan: [Hands it over] Is it magic?
Emma Swan: Depends on who's pulling the trigger.
Lancelot: So - what's your child gonna be?
Snow White: A girl.
David Nolan: You're the grandson of a prince. Think it's about time you learned how to use a sword. Henry - I can't get 'em back without you. So? What do you say, you with me?
Henry Mills: Can you teach me how to fight a dragon?
David Nolan: We'll work our way up to it.
David Nolan: [saving Henry from the genie's viper] Maybe we should have gone with "Operation Viper" after all.
Henry Mills: So what's on the agenda for Operation Scorpion?
David Nolan: What's Operation Scorpion?
Henry Mills: The code name for our mission to find Emma and Snow. Do you prefer Viper? That was my second choice.
Mulan: Follow my lead, step where I step, do exactly as I say, and we might survive.
Emma Swan: Thanks for the pep talk, but I think we're okay. I just killed a dragon last week.
Emma Swan: [about a plate of meat] What the hell is that?
Lancelot: That is chimera. An acquired taste, but all our hunting party could bring back. One part lion, one part serpent, one part goat.
Emma Swan: Like turducken?
Season 1
PilotThe Thing You Love MostSnow FallsThe Price of GoldThat Still Small VoiceThe ShepherdThe Heart Is a Lonely HunterDesperate SoulsTrue North7:15 A.M.Fruit of the Poisonous TreeSkin DeepWhat Happened to FrederickDreamyRed-HandedHeart of DarknessHat TrickThe Stable BoyThe ReturnThe StrangerAn Apple Red as BloodA Land Without Magic
Season 2
BrokenWe Are BothLady of the LakeThe CrocodileThe DoctorTallahasseeChild of the MoonInto the DeepQueen of HeartsThe Cricket GameThe OutsiderIn the Name of the BrotherTinyManhattanThe Queen Is DeadThe Miller's DaughterWelcome to StorybrookeSelfless, Brave and TrueLaceyThe Evil QueenSecond Star to the RightAnd Straight On 'til Morning
Season 3
The Heart of the Truest BelieverLost GirlQuite a Common FairyNasty HabitsGood FormAriel (Episode)Dark HollowThink Lovely ThoughtsSave HenryThe New NeverlandGoing HomeNew York City SerenadeWitch HuntThe TowerQuiet MindsIt's Not Easy Being GreenThe Jolly RogerBleeding ThroughA Curious ThingKansasSnow DriftsThere's No Place Like Home
Season 4
A Tale of Two SistersWhite OutRocky RoadThe ApprenticeBreaking GlassFamily BusinessThe Snow QueenSmash the MirrorFallShattered SightHeroes and VillainsDarkness on the Edge of TownUnforgivenEnter the DragonPoor Unfortunate SoulBest Laid PlansHeart of GoldSympathy for the De VilLilyMotherOperation Mongoose
Season 5
The Dark SwanThe PriceSiege PerilousThe Broken KingdomDreamcatcherThe Bear and the BowNimueBirthThe Bear KingBroken HeartSwan SongSouls of the DepartedLabor of LoveDevil's DueThe Brothers JonesOur DecayHer Handsome HeroRuby SlippersSistersFirebirdLast RitesOnly YouAn Untold Story
Season 6
The SaviorA Bitter DraughtThe Other ShoeStrange CaseStreet RatsDark WatersHeartlessI'll Be Your MirrorChangelingsWish You Were HereTougher Than the RestMurder Most FoulIll-Boding PatternsPage 23A Wondrous PlaceMother's Little HelperAwakeWhere Bluebirds FlyThe Black FairyThe Song in Your HeartThe Final Battle
Season 7
Hyperion HeightsA Pirate's LifeThe Garden of Forking PathsBeautyGreenbacksWake Up CallEloise GardenerPretty in BlueOne Little TearThe Eighth WitchSecret GardenA Taste of the HeightsKnightfallThe Girl in the TowerSisterhoodBreadcrumbsChosenThe GuardianFlower ChildIs This Henry Mills?HomecomingLeaving Storybrooke
Down the Rabbit HoleTrust MeForget Me NotThe SerpentHeart of StoneWho's AliceBad BloodHomeNothing to FearDirty Little SecretsHeart of the MatterTo Catch a ThiefAnd They Lived...