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"What Happened to Frederick" is the thirteenth 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 (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.

Plot

In the Characters' Pasts

In the Enchanted Forest, King George's (Alan Dale) men hunt for Prince James (Josh Dallas) who has fled his wedding to 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, 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 the right 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. 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 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 lie when she said otherwise. The King's men close in on James so 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 applied to law school and has been accepted at a school in Boston. She figures they could use a fresh start; instead of worrying about old memories, they could create new ones. David says he needs to take a walk, leaving out the fact that he is taking this walk with Mary Margaret (Goodwin). She asks David what he wants to do. He answers that he chooses Mary Margaret and is not going to leave Storybrooke. In that case, Mary Margaret insists he must tell Kathryn the whole 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 has no idea 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 takes this opportunity to tell Kathryn about David and Mary Margaret with photographic evidence to boot. David tells Mary Margaret he took care of Kathryn so she expects the jilted woman to be upset, but she doesn't expect Kathryn to slap her face in the middle of school. Kathryn tells the confused Mary Margaret 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 finds David, who is washing the word "TRAMP" off her car, and asks him 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. Later that evening, Emma (Jennifer Morrison) finds an upset Mary Margaret lying in bed and Emma lies down with her so they can talk.

The Stranger (Eion Bailey) and Emma bump into each other so he reminds her about the drink she owes him. She explains she doesn't go out with men who conceal their names since they are probably hiding other things. He relents and tells her his name is August Wayne Booth. He tells her to meet him outside of Granny's after work. In the meantime, August handles the pages of Henry's book 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. Emma is confused so August explains that the well is supposed to have restorative qualities and will restore what was lost, just as the plaque on the well states. 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 watches her from hiding.

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 has never been in love. David never looked at her the way he looks at Mary Margaret in the candid pictures. Kathryn says she is moving to Boston alone and tells Regina that she wrote letters to both David and Mary Margaret telling them to be together. Regina is so set on stopping this, she steals the letter addressed to David and burns it. The red can of spray paint used to deface Mary Margaret's car is seen in Regina's desk.

Emma goes to see Henry and returns the book to him. He is much happier to see the book than the video game Regina gave him to replace it. Emma notes that the video game (Space Paranoids from the Disney film Tron) is one she used to play as a girl. Henry believes that Emma's discovery of the book is a sign that things will change for the better.

Kathryn sets off in her car headed to Boston. As per Henry's warning about people trying to leave, her car winds up in a ditch. It is discovered, minus Kathryn, by the school gym teacher, who was Frederick in the Enchanted Forest.

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Characters
Once Upon a Time: Emma SwanSnow White/Mary Margaret BlanchardPrince Charming/David NolanRumplestiltskin/Mr. Gold/WeaverEvil Queen/Regina Mills/RoniBelle/Lacey FrenchKillian Jones/Hook/RogersHenry MillsHappySneezy/Tom ClarkBashfulDocDopeySleepy/WalterJiminy Cricket/Archie HopperStealthyVictor Frankenstein/Dr. WhaleAuroraPrince PhillipFa MulanBlue FairyWidow Lucas/GrannyKing George/Albert SpencerGenie/Magic Mirror/Sidney GlassMad Hatter/JeffersonMilahPrince Henry/The ValetMaid MarianKnave of HeartsSheriff of Nottingham/KeithFairy GodmotherPeter Pan/Malcolm/Pied PiperWendy DarlingArielZelena/The Wicked Witch of the WestGlinda/The Good Witch of the SouthThe Wizard of Oz/WalshElsa the Snow QueenAnnaKristoffHansGrand PabbieSvenTinker BellBlackbeardLumièreAbigail/Kathryn NolanUrsulaRed Riding Hood/The Wolf/RubyHuntsman/Sheriff GrahamBaelfire/Neal CassidyPinocchio/August W. BoothFrederick/JimSevere NurseMayor TomkinsQuinnAnitaHansel and Gretel/Nicholas and Ava ZimmerThe Woodcutter/Michael TillmanMartinMyrnaStephenDonnaPrince JamesJackBlind WitchKing XavierPeterSirenPongoAntonWilliam SmeeDorothy GaleThe Witch of the EastGastonGreg MendellTamaraGeppetto/MarcoThe DragonRapunzelThe King/Mitchell HermanRapunzel's MotherRapunzel's FatherKing LeopoldQueen EvaLost BoysJohn DarlingMichael DarlingThe ShadowThe Sheriff of HamelinKing MidasNanaMary DarlingGeorge DarlingMedusaGus/BillyMarshmallowZosoPrince Thomas/Sean HermanPrince EricLittle Bo PeepThe ApprenticeIngrid/Sarah FisherLily PageNovaSeerGraceDaniel ColterLancelotColetteStephenLiam JonesOakenThe King of ArendelleQueen GerdaCruella De VilPoseidonThe Duke of WeseltonHans' BrothersChernabogBriar RoseKing StefanIsaac/The AuthorMadelineMerlin/The SorcererMeridaQueen EleanorKing FergusHarris, Hubert and HamishThe WitchLord MacGuffinLord MacintoshLord DingwallRuthKing ArthurSir KayGuinevereCharonBrennan JonesMegaraHerculesHadesCerberusThe ScarecrowTotoCleo FoxAuntie EmDr. JekyllMr. HydeEvil QueenCount of Monte CristoAladdinGideonJasmineIagoCaptain NemoLady TremaineClorindaTisbeJacobOracleRoyal GuardsThe SultanGenieBlack FairyTiger LilyRobertPrince AchmedStanumCowardly LionLucyLady Tremaine/Victoria BelfreyCinderella/JacindaTiana/SabineAlice/TillyDrizella/Ivy Belfrey

Once Upon a Time in Wonderland: AliceCyrusAnastasia/The Red QueenPercy/The White RabbitJabberwockySilvermistThe Sultan/The Old PrisonerTweedle Dee and Tweedle DumMrs. RabbitElizabeth/LizardAmara
Both series: Will Scarlet/The Knave of HeartsCinderella/Ashley BoydRobin HoodLittle JohnFriar TuckGrumpy/LeroyCora/The Queen of HeartsCaterpillarMaleficentJafarDr. Lydgate

Episodes
Season One: "Pilot" • "The Thing You Love Most" • "Snow Falls" • "The Price of Gold" • "That Still Small Voice" • "The Shepherd" • "The Heart Is a Lonely Hunter" • "Desperate Souls" • "True North" • "7:15 A.M." • "Fruit of the Poisonous Tree" • "Skin Deep" • "What Happened to Frederick" • "Dreamy" • "Red-Handed" • "Heart of Darkness" • "Hat Trick" • "The Stable Boy" • "The Return" • "The Stranger" • "An Apple Red as Blood" • "A Land Without Magic"

Season Two: "Broken" • "We Are Both" • "Lady of the Lake" • "The Crocodile" • "The Doctor" • "Tallahassee" • "Child of the Moon" • "Into the Deep" • "Queen of Hearts" • "The Cricket Game" • "The Outsider" • "In the Name of the Brother" • "Tiny" • "Manhattan" • "The Queen Is Dead" • "The Miller's Daughter" • "Welcome to Storybrooke" • "Selfless, Brave and True" • "Lacey" • "The Evil Queen" • "Second Star to the Right" • "And Straight On 'Til Morning"
Season Three: "The Heart of the Truest Believer" • "Lost Girl" • "Quite a Common Fairy" • "Nasty Habits" • "Good Form" • "Ariel" • "Dark Hollow" • "Think Lovely Thoughts" • "Save Henry" • "The New Neverland" • "Going Home" • "New York City Serenade" • "Witch Hunt" • "The Tower" • "Quiet Minds" • "It's Not Easy Being Green" • "The Jolly Roger" • "Bleeding Through" • "A Curious Thing" • "Kansas" • "Snow Drifts" • "There's No Place Like Home"
Season Four: "A Tale of Two Sisters" • "White Out" • "Rocky Road" • "The Apprentice" • "Breaking Glass" • "Family Business" • "The Snow Queen" • "Smash the Mirror" • "Fall" • "Shattered Sight" • "Heroes and Villains" • "Darkness on the Edge of Town" • "Unforgiven" • "Enter the Dragon" • "Poor Unfortunate Soul" • "Best Laid Plans" • "Heart of Gold" • "Sympathy for the De Vil" • "Lily" • "Mother" • "Operation Mongoose"
Season Five: "The Dark Swan" • "The Price" • "Siege Perilous" • "The Broken Kingdom" • "Dreamcatcher" • "The Bear and the Bow" • "Nimue" • "Birth" • "The Bear King" • "Broken Heart" • "Swan Song" • "Souls of the Departed" • "Labor of Love" • "Devil's Due" • "The Brothers Jones" • "Our Decay" • "Her Handsome Hero" • "Ruby Slippers" • "Sisters" • "Firebird" • "Last Rites" • "Only You" • "An Untold Story"
Season Six: "The Savior" • "A Bitter Draught" • "The Other Shoe" • "Strange Case" • "Street Rats" • "Dark Waters" • "Heartless" • "I'll Be Your Mirror" • "Changelings" • "Wish You Were Here" • "Tougher Than the Rest" • "Murder Most Foul • "Ill-Boding Patterns" • "Page 23" • "A Wondrous Place" • "Mother's Little Helper" • "Awake" • "Where Bluebirds Fly" • "The Black Fairy" • "The Song in Your Heart" • "The Final Battle"
Season Seven: "Hyperion Heights" • "A Pirate's Life"• "The Garden of Forking Paths" • "Beauty" • "Greenbacks" • "Wake Up Call" • "Eloise Gardener" • "Pretty in Blue" • "One Little Tear" • "The Eighth Witch"

Once Upon a Time in Wonderland: "Down the Rabbit Hole" • "Trust Me" • "Forget Me Not" • "The Serpent" • "Heart of Stone" • "Who's Alice?" • "Bad Blood" • "Home" • "Nothing to Fear" • "Dirty Little Secrets" • "Heart of the Matter" • "To Catch a Thief" • "And They Lived..."

Locations
Once Upon a Time: Boston, MassachusettsDark PalaceDark Castle/Rumplestiltskin's CastleLibraryKing's CastleCinderella's ChateauDwarves' CottageDwarf MinesNew YorkKing Stefan's CastleThe BeanstalkGiant's LairNeverland Skull RockHamelinMaritime CastleRapunzel's TowerVault of the Dark OneLand of OzYellow Brick RoadEmerald CityGolden CastleArendelleArendelle CastleWandering Oaken's Trading Post and SaunaBald MountainRing of StonesDunBrochWitch's CottageCastle DunBrochUnderworldMount OlympusPoppy FieldsAuntie's Chicken & WafflesCave of WondersPleasure IslandSeattleHyperion Heights

Once Upon a Time in Wonderland: Wonderland CastleThe Mad Hatter's HouseWhite Rabbit's HouseUnderlandTulgey Wood
Both series: StorybrookeMaineEnchanted ForestForbidden FortressWonderlandWonderland MazeAgrabahSherwood ForestThe Sultan's Palace

Objects
Once Upon a Time: Once Upon a Time (Book)Maleficent's StaffMagic WandGlass SlipperPoisoned AppleSpinning WheelMagic LampDark One's DaggerChipped CupJefferson's HatCaptain Hook's HooksMagic BeansEnchanted CandlePixie DustDreamshadePied Piper's PipePandora's BoxSilver SlippersSorcerer HatEnchanted BroomTridentEnchanted ShellHeroes and Villains (Book)Merida's BowMagical RoseExcaliburOlympian CrystalCinderella's DressGolden Scarab Beetle

Once Upon a Time in Wonderland: Vorpal Blade
Both series: Jafar's Snake StaffEnchanted HeartsJafar's Lamp

Songs Featured
Give a Little WhistleHeigh-HoWith a Smile and a SongBeauty and the BeastPart of Your WorldFathoms BelowCruella De VilSome Day My Prince Will Come

Original Songs: Powerful MagicThe Queen SingsLove Doesn’t Stand a ChanceRevenge Is Gonna Be MineWicked Always WinsCharming vs. Evil QueenEmma's ThemeA Happy Beginning

Vehicles
Geppetto's BoatThe Jolly RogerMagic CarpetRoyal ShipCruella's carNautilus
Species
FairiesUnicornsDragonsBridge TrollsWraithOgresMermaidsKrakenFlying MonkeysRock TrollsWill O' the WispsFuriesMunchkins