What Happened to Frederick
Season 1, Episode 13
Airdate February 19, 2012
Written by David H. Goodman
Directed by Dean White
Episode Guide
Skin Deep
What Happened to Frederick is the 13th episode of the American fairy tale/drama television series Once Upon a Time, which aired in the United States on ABC on February 19, 2012.

The series takes place in the fictional seaside town of Storybrooke, Maine, in which the residents are actually characters from various fairy tales that were transported to the "real world" town by a powerful curse. In this episode, David (Josh Dallas) finds his love for Mary Margaret (Ginnifer Goodwin) growing stronger and finally agrees to end his loveless marriage with Kathryn (Anastasia Griffith) by telling her about his secret relationship, and Emma Swan (Jennifer Morrison) becomes more intrigued with The Stranger (Eion Bailey), while Prince James (Dallas) is asked by Abigail (Griffith) to recover something precious that was lost to her.

It was written by David H. Goodman and was directed by Dean White.

View the What Happened to Frederick Gallery.


Opening Sequence

A golden, lifeless statue of a man under a gazebo is shown in the forest.

In the Characters' Past

In the Enchanted Forest, King George's (Alan Dale) men hunt for Prince James (Josh Dallas) who has fled his wedding to Princess Abigail (Anastasia Griffith). James narrowly escapes, with Abigail's help. When he asks why she would do this, Abigail tells James she does not want this arranged marriage any more than he does. She takes him to a monument containing a life-sized, golden statue of Frederick, the man she loves. During an ambush, he had tried to protect her father, King Midas, but had accidentally touched him and been transformed to gold by Midas' curse. Abigail explains that there is a lake with waters reported to have enough magic to restore Frederick, but no man has come back from that lake alive. James agrees to risk it because if he succeeds, Abigail's suffering will end, but if he fails, his own suffering will end.

Abigail takes James to the lake and shows him a shrine where others have left offerings to appease the creature within. She offers to accompany him, but James tells her he will go on alone since he does not want any life in his hands but his own. He commands the beast to show itself and is answered by a beautiful siren (or, more probably, a rusalka). Even though James knows the deceptive nature of the siren, she transforms into the image of Snow White (Ginnifer Goodwin) and attempts to seduce him. It takes all his will to refuse the temptress so she tries to drown him by force. James manages to cut himself free and stab the siren to death. He returns to Abigail victorious and the water restores Frederick (Greyston Holt) to life. The reunited lovers are overjoyed and grateful. James is inspired to carry on his quest to find his love, Snow White. He meets Red Riding Hood (Meghan Ory), who informs him that Snow White left to look for him and tell him she loves him. James realizes King George forced Snow White to tell him she doesn't love him. With the King's men closing in on James, he pulls Red Riding Hood up on his horse and the two escape.

In Storybrooke

In the present day, Kathryn (Griffith) tells David (Dallas) she has been accepted at a law school in Boston. She figures they could use a fresh start, but David only replies that he needs to take a walk, leaving out the fact that he is taking this walk with Mary Margaret (Goodwin). He tells Mary Margaret that he chooses her over his wife and is not going to leave Storybrooke. Mary Margaret insists he must tell Kathryn the truth and let her go to Boston alone. David attempts to do this but instead makes up an excuse about not reconnecting as he breaks up with Kathryn. She is devastated, but remains unaware that there is another woman involved.

Later on, Kathryn stops by Regina's (Lana Parrilla) home, where she tells the Mayor about David leaving her. Regina shows photographic evidence to Kathryn about David and Mary Margaret's affair. Meanwhile, David tells Mary Margaret he told Kathryn about them. Soon after, Kathryn slaps Mary Margaret's face in the middle of school and tells the confused teacher that David lied to them both. Later, Mary Margaret notices people are avoiding her and whispering behind her back. She bumps into Granny (Beverly Elliot) who tells her she should be ashamed of herself. She asks David why he never told Kathryn the truth, to which he replies that he didn't want anyone to get hurt. She tells him that they do not have love but something destructive that must stop, so she breaks up with him.

The Stranger (Eion Bailey) tells Emma Swan (Jennifer Morrison) his name is August Wayne Booth. He tells her to meet him outside of Granny's after work. In the meantime, August is restoring Henry's book, handling the pages in a darkroom, applying a chemical, hanging them up to dry, then assembling the book anew. At the end of the day, August and Emma meet and he takes her to an old well for a drink of water. August explains to a confused Emma that the well is supposed to have restorative qualities and will restore what was lost. Hours later, as Emma starts brushing leaves off her car, she finds the red metal box that holds Henry's (Jared S. Gilmore) book, while August secretly watches her.

Elsewhere, Kathryn goes to see Regina again, this time to apologize for what she said. Kathryn admits that she was never in love with David, and that she is moving to Boston alone. Kathryn adds that she wrote letters to both David and Mary Margaret telling them to be together, as they looked happy in the pictures. Insistent on preventing this act of forgiveness from becoming known, Regina steals the letter addressed to David and burns it. Later, Emma returns the book to Henry, who believes that its discovery is a sign that things will change for the better. Kathryn sets off in her car for Boston. As per Henry's warning about people trying to leave, her car winds up in a ditch. It is discovered by the school gym teacher, who was Frederick (Holt) in the Enchanted Forest. However, Kathryn is missing.


"What Happened to Frederick" was written by co-executive producer David H. Goodman, and The Shield veteran, Dean White, directed the installment. The episode was included in Reawakened: A Once Upon a Time Tale – a novelization of the first season – which was published by Hyperion Books in 2013.


  • Henry plays a portable version of the video game "Space Paranoids". It is the game that Kevin Flynn wrote in the Disney film TRON (1982) The graphics shown for the game match those seen in the film.
  • The siren is from Greek mythology, where they lured sailors to their watery graves by appearing as beautiful maidens and singing an enchanting song.
  • In Greek mythology, the original King Midas was gifted the golden touch by the god Dionysus. When he came to view the gift as a curse after food, drink, and his daughter were turned to gold, he prayed to the god and was told washing in the river Pactolus would remove the curse from himself and anything or anyone he'd turned. Thus in this episode, as in the original myth, it is mystical water that restores Frederick to flesh and blood.
  • The object/animal/person in the forest in the opening title scene is a golden suit of armor under a gazebo. This is the golden suit of armor that Abigail shows James that belonged to Fredrick, her love. Fredrick was turned to gold by the touch of Abigail's father, Midas.
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...
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