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Once Upon a Time Wiki
We Are Both
Season 2, Episode 2
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Airdate October 7, 2012
Written by Jane Espenson
Directed by Dean White
Episode Guide
Lady of the Lake

We Are Both is the second episode of the second season of the American ABC fantasy/drama television series Once Upon a Time, and the show's 24th episode overall, which aired on October 7, 2012.

It was written by Jane Espenson and directed by Dean White.

In this episode, Regina tries to be a good mother, while flashbacks show her first encounter with Rumpelstiltskin.

View the We Are Both Gallery.


Opening Sequence

The tree branches in the forest start moving and extend their lengths.

In the Characters' Past

In the Enchanted Forest, during a horse ride, a young Regina (Lana Parrilla) is prevented from running away by her mother Cora (Barbara Hershey) via magic. Cora wants to make sure that Regina goes through with the wedding to King Leopold and states that Regina is only nervous about having the power that a queen is given, but Regina tells her mother that she wants to be free. Cora replies by saying that power is freedom. After having a daydream in which she strangles a young Snow White (Bailee Madison), Regina tells her father Henry (Tony Perez) about her fear of becoming like Cora. He then explains to her about Cora's past, in which she met a man who gave Cora a book of spells. Later that night, Regina takes the book from under Cora's pillow and summons Rumplestiltskin (Robert Carlyle), the book's owner. Rumplestiltskin reveals that he had known Regina since she was very young and is surprised that she is kind and compassionate, unlike her family trait. When Regina asks him how to deal with Cora, Rumplestiltskin gives her a gift: a looking-glass that acts as a portal to another world.

On the day of the wedding, Regina tries to push Cora into the mirror but fails at her first attempt, unknown to Cora, Rumplestiltskin appears in the mirror and makes pushing gestures. So Regina tries again and succeeds and the glass shatters. Now that she was free of Cora, Regina decides to flee only to have Rumplestiltskin stop her and ask if she liked using magic. When Regina says yes, Rumplestiltskin offers his services to help her learn about magic, on the condition that she will owe him a favor.

In Storybrooke

At the city limits, the seven dwarves, led by Grumpy/Leroy (Lee Arenberg), congregate at the line of the town's border. They pick straws to see who will be the one to cross it and Sneezy is the unfortunate winner. As the first victim of what happens when residents leave Storybrooke, he loses the memories of his fairytale life and completely becomes his Storybrooke persona, Tom Clark. Meanwhile, as the residents are trying to clean up after the wraith's attack, Geppetto/Marco (Tony Amendola) is putting missing person signs up, hoping to find Pinocchio. Prince Charming/David (Josh Dallas) goes to Regina's house to demand answers about the Mad Hatter/Jefferson's (Sebastian Stan) hat and how to get Emma Swan (Jennifer Morrison) and Snow White/Mary Margaret (Ginnifer Goodwin) back, but Regina pretends she doesn't know how and says she is more concerned about Henry (Jared S. Gilmore). When Charming asks the Blue Fairy/Mother Superior (Keegan Connor Tracy) if there is any way that can send them back, she tells him that there is no fairy dust to make it work. At that moment, the dwarves return and explain what happened to Sneezy after he crossed the city limits, causing the displaced characters to panic. Charming tells the citizens to meet back in two hours and he will tell them his plan.

Later on, Regina, whose magic is not as powerful as it was, visits Rumplestiltskin/Mr. Gold for a favor, which is to win back Henry. Although Rumplestiltskin/Mr. Gold refuses to help Regina regain her full powers, he does give her a book and notes that she has become more like her mother, Cora. Meanwhile, as Charming practices his speech to deliver to Storybrooke, Henry notices the hat and tells him that it belongs to the Mad Hatter/Jefferson. Charming stops by Mr. Gold's shop to ask for help and is given a locator spell on the condition that he will stay out of Rumplestiltskin/Gold's way. After Charming tells Rumplestiltskin what happens when people cross the city border, he is enraged and smashes some glass in his shop.

At the town hall, the residents are surprised to see Regina show up instead of Charming as she unleashes her powers, only to be stopped by Henry, who agrees to go with her. Across town, Charming tries the potion on the hat and finds the Mad Hatter/Jefferson, who tells Charming that he can't help him, not knowing that the fairytale world still exists. As the Mad Hatter flees, Charming chases after him and is stopped by Red Riding Hood/Ruby (Meghan Ory), who tells him that Regina took Henry and now the citizens are trying to leave Storybrooke. Charming drives in front of everyone seconds before they cross the town's border and tells them that they will lose their memories of their lives and of their loved ones if they cross the border. He also tells them he wants to remain both David and the Prince, and the people should embrace both identities and memories. He then tells the residents that they will find a way to defeat Regina but will have to do it together. The citizens are moved by the speech and return to Storybrooke. Charming then heads to Regina's house with his sword in tow only to have her relinquish Henry to him without struggle. Regina also reveals that, somehow, the fairytale land does still exist. The Mayor contemplates burning the book of spells in her fireplace, but ultimately stashes it away in a safe.

At the diner, Henry tells Geppetto where he can find Pinocchio, but Geppetto finds that he has disappeared from his room. Charming tells Henry that he believes Emma and Snow/Mary Margaret are alive, in the fairytale world, and he can feel their presence.

In the Enchanted Forest

Hours after waking up from being thrown into the fairy tale land by the wraith, Emma and Snow White/Mary Margaret have been captured by Mulan (Jamie Chung) and Princess Aurora (Sarah Bolger). They are tied and walking behind Mulan, who is on a horse. After reaching their refuge, an isolated island off a desolate beach, Emma and Snow/Mary Margaret attempt to escape, but Mulan flings a bola at Snow/Mary Margaret, knocking her out. Mulan orders the refugees to take them to "the pit." As Emma tries to wake up Snow/Mary Margaret, she hears a voice asking if she can be of any help. The voice belongs to none other than Cora.


"We Are Both" was written by consulting producer Jane Espenson, while being directed by The Shield veteran Dean White.

In an interview with Zap2it, Raphael Sbarge was asked about what viewers can expect from this episode concerning the characters stuck in Storybrooke: "We are now faced with the crisis of consciousness, that is, the curse has ended and now what's to be done?" He also added that "with the awareness that the curse is ended, the fact that the person who has perpetrated the curse does also come front and center. There's some turmoil in Storybrooke for sure and we're seeing some fallout." He also went on to say that "[the creators] are really expanding the canvas of the characters that we know. There's a small army of them coming," says Sbarge. "And in the course of that, those of us who were at the center of the original Storybrooke universe are more on the periphery. It's very similar to what happened on 'Lost,' where things kind of expanded out a bit. We're all there, no one's going anywhere. But there's really an expansion of our family."

In a 2016 interview, Lana Parrilla said that the message, "We are both," informs her interpretation of every episode.

Cultural references

Near the end of the closing scene, the Dwarfs, minus Sneezy, take their pick axes and walk down to the mines, singing "Heigh-Ho." This scene follows the same scene from the Disney film.


  • The horse The Evil Queen rides is called Rocinante. That is the name of Don Quixote's horse. It is also the name of the ship in "The Expanse." The name translates loosely as "best old nag."
  • Regina says of their new world that of all the worlds it is the 'fairest of them all'. This of course is the same phrase from the film Snow White and the Seven Dwarfs (1937) that the Evil Queen says into the Magic Mirror: 'Mirror, mirror on the wall, who's the fairest of them all'. The answer that came back of course was 'Snow White'.
  • The object/animal/person in this episode are Enchanted Branches.
  • Regina says about Cora's spell book: "I don't care if it turns me green." In season 3, it is revealed that Regina's half-sister is the green skinned Wicked Witch of the West.
  • When Cora unwraps the mirror she refers to it as a Looking Glass instead of a mirror. Regina then pushes her into the mirror. This could be foreshadowing to the fact that Cora was the Queen of Hearts in Wonderland. Alice entered Wonderland Through the Looking Glass.


  • When fairyland Regina is giving the magic book back to Rumple, in the background a barbedwirefence is visible.


Regina Mills: Maybe you should be less concerned with hats, and more concerned with taking care of my son.
David Nolan: [sarcastically] Oh, because you took such great care of him.
Regina Mills: I will not listen to childcare lectures from a man who put his daughter in a box and shipped her to Maine.
Regina Mills: Surprised you don't have armed guards 'round the clock.
David Nolan: Don't need 'em. We both know if you step outside, there's a line a mile long for your head.
David Nolan: Frustrated, are we? Serves you right. You earned every bit of this.
Regina Mills: Keep on baiting me, Charming! Right now I don't have magic and I don't have my son, but when I get one, I get the other. And you don't want to be around when that happens.
David Nolan: If you have to use magic to keep your son, you don't really have him.
Archie Hopper: Regina. I thought you might want to talk.
Regina Mills: Oh, right, the conscience thing.
Archie Hopper: It's what I do.
Regina Mills: I'm in no mood.
Archie Hopper: It's too bad, 'cause... 'cause I think talking about your pain might be very helpful. Might help you learn who you truly are.
Regina Mills: [with quiet intensity] I know who I am.
David Nolan: Look, I get wanting to leave here, I do. And I get that it's easier to let go of bad memories, but... even bad memories are part of us. David, Storybrooke David, was- is... weak... confused. And he hurt the woman I love. I wouldn't give up being Charming just to be him. But you know what? I wouldn't make the other trade either. Because that David reminds me not only of whom I lost... but of who I want to be. My weaknesses and my strengths, David and the Prince, I am both. Just like you. You are both. The town is both. We are both.
Henry Mills: Gramps, you gotta use me! Come on! The curse was broken 'cause of me! Let me help!
[hears the door close]
Henry Mills: Or not.
[David is rehearsing a speech to the people of Storybrooke, with little success]
Henry Mills: No. Keep going. You were onto something.
David Nolan: No, I wasn't. I did the fighting, Snow did the talking.
Henry Mills: [to David] You'll find another way. In the book, things always look worse right before there's good news.
Leroy: [running towards them with the other six dwarves] Terrible news! Terrible news! We were out at the town limits. Tell 'em who you think you are, Sneezy!
Mr. Clark: Will you stop calling me that? You know who I am. I'm Tom Clark, I own the Dark Star Pharmacy. What's going on here?
Leroy: [to the others] If you cross the border, you lose your memory all over again.
Archie Hopper: And coming back doesn't fix it?
Leroy: If it did, would I have come running in yelling, "Terrible news"? If we leave, our cursed selves become our only selves.
David Nolan: I'm here to buy something... a way to find someone.
Mr. Gold: What, like a map?
David Nolan: Something with a bit more kick. Like the ring you gave me to find Snow.
Mr. Gold: Ah, yeah. Magic. Whom are you following?
David Nolan: Not telling.
Mr. Gold: So, do you have something of theirs, this missing person?
David Nolan: Yes.
Mr. Gold: May I see it?
David Nolan: No.
[smiles at Mr. Gold who chuckles back]
Rumplestiltskin: [to Regina] I know everything about you, my dear. I held you in my arms. You were younger, more... portable. There is much history between your family and me... history both in the past and in the future.
Regina: Daddy, you don't know what Mother's doing to me. It's like she's turning me into her. I have to get away.
Henry: Get away? But tomorrow's the wedding, child.
Regina: I don't want to marry the king. I've told you that.
Henry: Are you certain it isn't just cold feet?
Regina: Daddy, this is not cold feet. This, this is... this is insanity! I'm angry all the time. She's making me crazy.
Henry: She wants to give you everything she never got for herself.
Regina: I don't want her life! I want a life of my own.
Regina: Rumplesh... shtilts... Rumpleshtiltskin, I summon thee.
Rumplestiltskin: That's not how you say it, dearie. But then, you didn't have to say anything.
Regina: What are you?
Rumplestiltskin: What? What? What? My, my, what a rude question. I am not a what.
Regina: Sorry. I don't really know what I'm doing.
Rumplestiltskin: That much is clear.
Rumplestiltskin: It's been some time; but I knew this day would come. I've been waiting for it. And I'm so happy... we're back where we belong.
Regina: Where's that?
Rumplestiltskin: Together.
Regina Mills: [to her son] I don't know how to love very well. I wasn't capable of it for a very long time. But I know, I remember... that if you hold on to someone too hard, that doesn't make them love you. I'm sorry I lied to you, that I made you feel like I didn't know who you are. But I want you to be here because you want to be here, not because I forced you. And not because of magic. I want to redeem myself.
Dr. Whale: Hey, let me ask you something. Are the nuns still nuns, or can they, you know, date?
David Nolan: Uh, I don't know. Blue!
Dr. Whale: Don't say it's me asking.
[Jefferson is not very inclined to help David get into the Enchanted Forest]
David Nolan: I'm the closest thing left to a sheriff here, so I can just throw you in a cell until you figure out a way.
Jefferson: Then all we'll do is both sit, stuck - two lives in our heads, cursed worse than ever. Two lives forever at odds. Double the pain; double the suffering.
Mr. Gold: Leave. Please.
Regina Mills: Well... how about that? Your "pleases" have lost their punch.
Mr. Gold: Well, the fact remains... jump-starting your magic is not in my best interests.
Regina Mills: You know what else isn't in your best interest? Having everyone know the Enchanted Forest still exists. Knowing that you and I are keeping that little secret. You're up to something. And it doesn't involve going back home.
Mr. Gold: It appears when I bought that "Closed" sign, I was just throwing my money away.
[when David enters Mr. Gold's shop uninvited]
[Granny comes to the town meeting with a crossbow]
Ruby: Granny, do you really need that?
Granny: We got a lawless town, Ruby. Damn right I need it.
Mr. Clark/Sneezy: You know, what if we found a turtle and sorta nudged it over first?
[before being pushed over the border of the village]
David Nolan: [to the townspeople trying to leave Storybrooke] If you cross that line, you're gonna be lost! Everyone who loves you will lose you. But there's something worse: you'll lose yourself. Look, I get wanting to leave here, I do. And I get that it's easier to let go of bad memories, but... even bad memories are part of us. David, Storybrooke David, was, is... weak. Confused. And he hurt the woman I love. I wouldn't give up being Charming just to be him. But you know what? I wouldn't make the other trade either. Because that David reminds me not only of whom I lost... but of who I want to be. My weaknesses and my strengths, David and the Prince, I am both. Just like you. You are both. The town is both. We are both. Stay here, and every choice is open to you. Live in the woods, if you want. Hell, live in a shoe, if you want! Or eat frozen burritos and write software. Let's open Granny's, and the school, and get back to work. I will protect you. She won't be able to hurt any of us, not as long as I'm alive. Not as long as we all come together. As we did before! As we shall do again.
Henry Mills: How long am I in prison? Till I grow up?
Regina Mills: Henry, I rescued you because I love you.
Henry Mills: So I'm a prisoner because you love me. That's not fair.
Regina Mills: You know where I come from. *That* was really not fair. Of all the places I've seen, *this* is the fairest of them all.
Regina Mills: You can have all the friends you want come over anytime, and you can show them everything in your book.
Henry Mills: No one's gonna want to come over here. They're scared of you.
Regina Mills: You can make them not be scared. You can make them love you.
Henry Mills: I don't want that. I don't want to be you.
Cora: The king's not a strong man. The kingdom will be yours. Raise the tributes, form a personal guard. Let everyone know where the new power lies, and you'll hold the hearts of your people in your hands.
Regina: Is that what you would do, Mother?
Cora: That's exactly what I would do.
Regina: Well, the thing is, I don't want to be you.
Regina: [referring to her mother] People say I look like her when she was younger.
Rumplestiltskin: Really? I don't see it.
Mr. Gold: [handing Regina the book of spells] Careful, dearie. These are straight-up spells - rough on the system.
Regina Mills: I don't care if they turn me green. I'm getting my son back!
Mr. Gold: Oh, my!
Regina Mills: What?
Mr. Gold: [indicating the book] It's just holding that. I told you once you didn't look like her, but now... now I can see it.
Regina: Mama, I don't wanna marry the king. I don't want this life!
Cora: You're just frightened of having all that power.
Regina: I don't want power! I want to be free.
[Regina has returned the book of spells to Rumplestiltskin]
Rumplestiltskin: Before you go... answer me this: how did it feel?
Regina: I love my mother...
Rumplestiltskin: That's not what I asked, dearie. How did it feel, to use magic?
Regina: It doesn't matter. I'll never use it again.
Rumplestiltskin: Why not?
Regina: Because I loved it!
Rumplestiltskin: [squeals in delight] You've discovered who you are. You could do so much now. If-you-let-me-show-you-how.
Regina: Through magic.
Rumplestiltskin: Through many things.
Regina: And what do you get out of it?
Rumplestiltskin: Someday... you'll do something for me. Let me guide you.
Regina: And I won't become like her?
Rumplestiltskin: That, dearie, is entirely up... to you.
[last lines]
Emma Swan: [trying to wake an unconscious Mary Margaret] Can you hear me?
Cora: [from a dark corner] Do you need help?
Emma Swan: Who are you?
Cora: A friend.
[Cora steps into the light]
Cora: My name's Cora.
Leroy: [At the outskirts of Storybrooke] This, gentlemen, is our mission, the great barrier of our existence. Does it remain? We must investigate the line. I made straws. Short one crosses. Draw.
Happy: With the curse broken, we can cross, right? Should be no problem? Yeah?
Sleepy: With magic back, it could be even worse now.
Doc: Like, vaporize us.
Regina: Can you help me?
Rumplestiltskin: Possibly, yes. You seek power?
[Regina shakes her head]
Rumplestiltskin: The death of your enemies?
[Regina shakes her head]
Rumplestiltskin: The death of your friends?
Regina: No. I don't want to hurt anyone.
Rumplestiltskin: Hard to believe you're from the same family.
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...