(Mary Margaret, who has escaped from her cell, has fled to the woods. Meanwhile, Henry sits on a bench reading his book at the station. Emma and Mr. Gold see him.)
Emma: Henry. What are you doing here?
Henry: I came to congratulate you.
Emma: For what?
Henry: Your genius plan.
Mr. Gold: And what plan’s that, Henry?
(Henry doesn’t respond.)
Mr. Gold: Right.
(Mr. Gold leaves Emma and Henry alone in the hall.)
Henry: Sorry. I thought Mr. Gold was in on it, now that he’s Miss Blanchard’s lawyer.
Emma: In on what?
Henry: The escape plan.
Emma: The what?
(Mr. Gold calls out from the other room.)
Mr. Gold: Sheriff, could you join me, please?
(They join Mr. Gold and see Mary Margaret’s empty cell.)
Mr. Gold: She’s gone.
Emma: Henry, what did you do?
Henry: Nothing. She was gone when I got here.
Mr. Gold: Her arraignment’s tomorrow. If she’s not there…
Emma: She’s a fugitive. Doesn’t matter if she’s convicted for Kathryn or not – she’s screwed. I have to go find her before someone notices she’s missing.
Mr. Gold: Oh, you mean Regina?
Emma: The arraignment’s at eight A.M. I’m sure she’ll be here bright and early to celebrate her victory.
Mr. Gold: Well, you have until eight A.M., then.
Henry: Uh, what about me? How can I help?
Emma: Go home.
Henry: Emma, if she leaves Storybrooke…
Emma: Not now, Henry. Come on.
Mr. Gold: Miss Swan, I know time is of the essence, but if Miss Blanchard doesn’t return… Her future’s in jeopardy. And if you’re caught helping her, so is yours.
Emma: I don’t care. I’d rather lose my job than my friend.
(Emma gets in her car and drives down a deserted road near the woods. In the fog in the distance, a figure can be seen. Emma doesn’t notice in time, and narrowly avoids hitting a man. He jumps out of the way and falls down an incline. She gets out of her car to assist him.)
Emma: I’m so sorry! Are you okay? I didn’t see you there.
Jefferson: Uh, I think so.
Emma: Are you sure?
Jefferson: I’m fine. I’m not used to sharing the road with cars so late. You’re the Sheriff, aren’t you?
Jefferson: What brings you out here in the middle of the night?
Emma: Oh, nothing to worry about. I’m just looking for a lost dog.
Jefferson: Well, I hope you find it.
Emma: Thank you.
(Jefferson tries to walk, but has an obvious limp.)
Emma: Oh, you are hurt.
Jefferson: No, I just twisted my ankle, I think. I live just a mile down the road. I’ll make it okay.
Emma: No, let me drive you. I insist.
Jefferson: Thank you. I’m Jefferson.
(The two of them get into Emma’s car.)
–[Fairy Tale World]–
(Jefferson runs through the woods, seemingly trying to escape from something. He stops to rest by a tree, but is caught by his daughter, Grace.)
Grace: Papa, I found you.
Jefferson: You certainly did. You must be part bloodhound, my dear Grace.
Grace: Now it’s my turn to hide, and you seek.
Jefferson: I’m afraid playtime’s over. Though, you can still use that nose of yours to hunt mushrooms. Enough to sell at market tomorrow. Do you think you can do that? Ready or not, here we come.
(They head back to their house, where the Evil Queen’s carriage is parked outside.)
Grace: Whose carriage is that?
Jefferson: The Queen’s.
Grace: In our house? Do you know her?
Jefferson: Of course not. Now, listen carefully. Hey. I want you to stay hidden in the woods. Like our game. I’m going to find out what she’s doing here.
(Jefferson enters the house, while Grace runs off into the forest. Inside, the Evil Queen is waiting.)
Evil Queen: I’d like to say you’re looking well, Jefferson, but I’d be lying. Poverty doesn’t suit you.
Jefferson: What are you doing here, Regina?
Evil Queen: I have a job for you.
Jefferson: I don’t do that anymore.
Evil Queen: Yes, I heard you hung up your hat. Why? Is it because of your sweet daughter Grace?
Jefferson: Because of my work, she lost her mother. I don’t want her to lose her father, too.
Evil Queen: So, now you’re foraging for fungus. What kind of future does your daughter have here with you? Do this one last favour for me, and you can give her the life she deserves.
Jefferson: That’s why I’m staying. You don’t abandon family. That’s… What she deserves. Now, please leave.
Evil Queen: All I need is your special skills to get me somewhere. Somewhere you’ve been before. Do it, and I can change your life.
(She hands him a piece of paper.)
Jefferson: What business could you possibly have there?
Evil Queen: Something of mine was taken and found its way over there. I want it back.
Jefferson: Then, find someone else to get it.
Evil Queen: I see. Hard living has strengthened your resolve. Well, I’m sorry I couldn’t convince you, but I understand. There’s nothing more important than family.
(Emma and Jefferson pull up to a large house on a hill. The two of them get out.)
Emma: Wow. This is your house? It looks more like a hotel. You must have a huge family.
Jefferson: Nope. It’s just me.
(Emma sees Jefferson struggling to get up the stairs, and goes to help him inside.)
Emma: Here. Wait.
(Inside, Emma is waiting in the living room when Jefferson enters with a tea tray.)
Jefferson: Here we go. I thought you might want to warm up for your search. It’s cold out there.
Emma: That is kind of you, but I think I should get back to it.
Jefferson: I know. That’s why I brought this. I’m a bit of an amateur cartographer – mapping the area is a hobby. Maybe, this will help you track down your dog.
(He lays out the map on a table.)
Jefferson: What’s his name?
(Emma looks over the map while she sips her tea. She begins to act drowsy.)
Emma: Well, Route Six runs the boundary of the forest, so… So, if I just follow that, I should… Be able to…
Jefferson: Is something wrong?
Emma: I’m just, uh… Feeling a little…
(Jefferson catches Emma and drags her over to the couch.)
Jefferson: Oh. Let me help you.
Jefferson: Let’s just lie you down here. There you go. Let me get you some air.
Emma: Your limp…
Jefferson: Oh. That. I guess you caught me.
Emma: Who are you?
–[Fairy Tale World]–
(Jefferson and Grace are at an outdoor market. They come to an old woman, who is selling toys.)
Grace: The toy cart!
(Grace picks up a stuffed rabbit.)
Grace: Wouldn’t this make the perfect guest for our tea parties, Papa? Can I have him? Please?
Jefferson: Excuse me. How much for the rabbit?
Woman: That costs one silver.
Jefferson: Would you take it for eight coppers? It’s all I have.
Woman: Oh, you are good father. Your last coppers for your little girl’s happiness, ah?
Jefferson: Thank you.
Woman: Oh, I did not say I accept. Alas, I cannot take less than one silver. The economy. You understand.
Grace: It’s okay, Papa. Come on – people are waiting.
Jefferson: I will not take no for an answer.
Grace: Papa, please. I don’t need it.
Jefferson: Come on, sweetie.
(The old woman walks away from the crowd to a mirror.)
Mirror: Well, that was awfully cruel. You could at least let the girl have her toy.
Evil Queen: Where’s the fun in that?
(The old woman’s face briefly morphs into the Evil Queen’s.)
(Emma wakes up bound and gagged on the couch. She looks around and sees that Jefferson is gone. She sits up and notices her fallen teacup on the floor. Emma throws a pillow over the cup to muffle sound, and then breaks it with her feet. She manoeuvers herself onto the floor, grabs a shard of the broken cup, and cuts through her binds. She tries to open one of the windows, but discovers that they’re all locked. By the windows, there is a telescope pointed at the Sheriff’s station. Emma hears a noise coming from the room across the hall. She peeks in and sees Jefferson sharpening a pair of scissors.)
–[Fairy Tale World]–
(At their home, Jefferson finishes making a stuffed rabbit. He places it on a chair next to Grace, who is having a tea party.)
Jefferson: I know it’s not the same as what you wanted.
Grace: I love it, Papa. Thank you.
(Grace pretends to pour tea.)
Grace: Mm. This is really good. Don’t you think so, Mr. Tortoise? Papa, do you like your tea?
Jefferson: Grace… I want you to go to the neighbours’ for the rest of the day. There’s work I have to do.
Grace: Can’t I come with you? I like being with you in the forest.
Jefferson: I’m not going to the forest, sweetie.
Grace: This has to do with the Queen’s visit, doesn’t it? Whatever she wants you to do, don’t do it.
Jefferson: Grace, I have to. I want you to have what you need.
Grace: All I need is you, Papa. Please, stay.
Jefferson: Come here. I know. I’m sorry, baby. I have to go.
Grace: Just promise me you’ll come back. You have to promise.
Jefferson: Of course.
Grace: For our tea party. Promise?
Jefferson: I promise. I won’t miss it for the world. Go.
(Grace leaves. Jefferson opens a locked chest, and pulls out a hat box.)
(Emma slows edges out into the hallway. She slowly creeps down the hall, but steps on a creaky floorboard. Panicking, she quickly enters the closest room. Inside, Mary Margaret is gagged and tied to a chair. Emma starts to untie her.)
Emma: What is going on?
MMB: Emma, thank God.
Emma: What are you doing here?
MMB: I was in the woods, trying to get away. Then, this man appeared out of nowhere and grabbed me. Why are you here?
Emma: I’ve been trying to find you. You escaped, remember? How did you get out?
MMB: There was a key… In my cell, under my pillow. Someone put it there.
MMB: I don’t know. I’d like to know just as much as you.
(Once Mary Margaret is free, they both head for the door. Emma checks the hall and sees that it’s clear. The two of them start down the hallway, but are stopped by Jefferson. He’s armed with a gun.)
Jefferson: I see you found Spot.
Emma: I’ve already called for backup. They’ll be here any second.
Jefferson: You haven’t called anybody. For the same reason you didn’t tell me about her. You don’t want anybody to know you’re here, which means, nobody does. So, now tie her back up.
(Emma ties Mary Margaret to the chair, again.
Emma: It’s going to be okay.
(She gags her.)
Emma: Your telescope – you’ve been watching me. Why?
Jefferson: I need you to do something.
–[Fairy Tale World]–
(Jefferson meets with the Evil Queen at her castle. He enters with the hat box and is escorted by several guards.)
Evil Queen: Jefferson. So good to see you looking more like yourself. I assume you’re here because you’ve reconsidered my offer?
Jefferson: I want your guarantee. That, if I do what you ask, my daughter will want for nothing.
Evil Queen: You have my word. Now, let’s open that box of yours and see what it can do.
(He pulls a top hat out of the box.)
Evil Queen: I do so like a man who dresses for the occasion.
(Jefferson places the hat on the floor and spins it. It begins to spin on its own.)
Jefferson: Step back.
(The hat forms a purple vortex.)
Jefferson: After you!
Evil Queen: Together!
(They link arms.)
Jefferson: Hold on!
(They both jump into the vortex and are transported elsewhere.)
(Jefferson brings Emma to a room with several top hats lining the walls.)
Emma: I don’t know what you think you’re doing, but if you hurt my friend, I swear I’ll make you regret it.
Jefferson: Hurt her? I’m saving her life.
Emma: How do you figure that?
Jefferson: Don’t play stupid. We both know what happens when people try to leave Storybrooke.
Emma: What are you talking about?
Jefferson: The curse.
Emma: What curse?
Jefferson: The one keeping us all trapped. All except you.
Emma: Have you been reading Henry’s book?
Jefferson: Henry? You mean the Queen’s father?
Emma: Henry, the mayor’s adopted kid.
Jefferson: Oh, Henry. Your Henry. And his book of stories. The ones that you choose to ignore. Maybe, if you knew what I know, you wouldn’t.
Emma: Why have you been spying on me?
Jefferson: Because, for the last twenty-eight years, I’ve been stuck in this house. Day after day, always the same. Until one night, you, in your little yellow bug, roll into town, and the clock ticks, and things start to change. You see… I know what you refuse to acknowledge, Emma. You’re special. You brought something precious to Storybrooke – magic.
Emma: You’re insane.
Jefferson: Because I speak the truth?
Emma: Because you’re talking about magic.
Jefferson: I’m talking about what I’ve seen. Perhaps, you’re the one that’s mad.
Jefferson: What’s crazier than seeing and not believing? Because that’s exactly what you’ve been doing since you got to our little hamlet. Open your eyes. Look around. Wake up. Isn’t it about time?
Emma: What do you want?
Jefferson: I want you to get it to work.
(Jefferson sits Emma down in front of a table of sewing supplies and materials.)
Emma: You want me to get what to work?
Jefferson: You’re the only one that can do this. You’re going to get it to work.
–[Fairy Tale World]–
(Jefferson and the Evil Queen end up inside Jefferson’s hat. There are several different coloured doors lining the walls.)
Evil Queen: I forgot how magnificent you are.
Jefferson: I’m not here to relive the past. I’m here for my daughter.
(He points toward a door made of glass.)
Jefferson: Here – this is the entrance. It’s important that we stick together. Same amount of people that go through have to come back. No more, no less. It’s the hat’s rule, not mine.
Evil Queen: I understand.
(They enter through the mirrored door and arrive in Wonderland. Along the path, they encounter the Caterpillar.)
Caterpillar: Who are you? Who? Who?
Jefferson: I hate Wonderland.
(Emma and Jefferson are still in the sewing room.)
Jefferson: Make one like that.
Emma: You want me to make a hat? You don’t have enough?
Jefferson: Well, none of them work, do they? Or else you wouldn’t be here. Now, make a hat, and get it to work.
Emma: I don’t-
Jefferson: You have magic. You can do it.
Emma: The hats, the tea, your psychotic behavior… You think you’re the Mad Hatter.
Jefferson: My name’s Jefferson.
Emma: Okay. You’ve clearly glommed onto my kid Henry’s thing. They’re just stories. The Mad Hatter is in Alice in Wonderland – a book. A book I actually read.
Jefferson: Stories. Stories? What’s a story? When you were in high school, did you learn about the Civil War?
Emma: Yeah, of course.
Jefferson: How? Did you read about it, perchance, in a book? How is that any less real than any other book?
Emma: History books are based on history.
Jefferson: And storybooks are based on what? Imagination? Where does that come from? It has to come from somewhere. You know what the issue is with this world? Everyone wants some magical solution for their problem, and everyone refuses to believe in magic. Now, get it to work.
Emma: Here’s the thing, Jefferson – this is it. This is the real world.
Jefferson: A real world. How arrogant are you to think yours is the only one? There are infinite more. You have to open your mind. They touch one another, pressing up in a long line of lands. Each just as real as the last. All have their own rules. Some have magic, some don’t. And some need magic. Like this one. And that’s where you come in. You and your friend are not leaving here, until you make my hat. Until you get it to work.
Emma: And then what?
Jefferson: Then I go home.
–[Fairy Tale World]–
(In Wonderland, Jefferson and the Evil Queen come to a hedge maze.)
Jefferson: You want to go in there?
Evil Queen: What I want is a short walk through.
Jefferson: A short walk? You know who this belongs to.
Evil Queen: The Queen of Hearts. She’s not one for subtlety.
Jefferson: This wasn’t part of our deal. You know what she does to anyone that crosses her.
Evil Queen: Indeed. Better than most. You can’t leave Wonderland without me. Two go through, two go back. You’re not going to let the Queen of Hearts keep you from returning to your daughter, are you?
(Jefferson says nothing and begins to follow her.)
Evil Queen: That’s what I thought.
(He picks up a branch from the ground and throws it towards one of the walls. The hedge grabs the branch and pulls it into the wall.)
Jefferson: Stay away from the walls.
Evil Queen: I’ve got a better idea. The walls should stay away from me.
(The Evil Queen magically creates a fireball, and blasts a path through the maze. The two of them proceed until they reach they reach a vault containing a wall of hearts like the Evil Queen’s. She pulls a drawer open and takes out the box.)
Jefferson: Okay? You got what you need. Shall we?
(The two of them go to leave, but are suddenly ambushed by several of the Queen of Hearts’ guards.)
Guard: Trespassers! Halt!
(Jefferson and the Evil Queen begin to run through the hedge maze. The guards follow and try to stop them, but are thwarted by the Evil Queen’s magic. They run back to the burned path, where the Evil Queen magically causes the hedges to reform. They end up back at the mirrored door they entered through.)
Jefferson: The Looking Glass! There it is!
(Jefferson sees that the Evil Queen has stopped.)
Jefferson: C- What are you doing? We can’t stop now. We got to get out of here.
Evil Queen: There’s something I need to do first.
(She breaks off a piece of mushroom.)
Evil Queen: A little snack.
Jefferson: Are you mad? Do you know what the food here does?
Evil Queen: I’m well aware.
(The Evil Queen sets the opened box on the ground and places the piece of mushroom inside. Purple smoke emerges from the box and materializes into Henry I.)
Evil Queen: Oh, daddy!
Jefferson: This is what she took from you? Your father?
Evil Queen: The Queen of Hearts has always seen me as a threat. So, she wanted some leverage. I got it back.
Henry I: The Queen’s soldiers – we must hurry.
Jefferson: You knew only two can go through the hat… Which is why you didn’t tell me about your father.
Evil Queen: It was the only way to make sure you’d help me.
(Jefferson tries to chase after them, but his feet are swallowed by the ground.)
Jefferson: Wait! Wait! Wait, please. My daughter… My Grace… She’s… She’s waiting for me. I promised her I’d… I’d be home for tea.
Evil Queen: A promise which you now have broken. If you truly cared for your daughter, you never would’ve left her in the first place. You were right, Jefferson. You don’t abandon family.
(The Evil Queen and her father go through the mirrored door.)
Jefferson: No! No…
(The Queen of Hearts’ men finally catch up to Jefferson. Two of the guards drag him away.)
Knave of Hearts: Take him to the Queen.
(The guards bring Jefferson before the Queen of Hearts and several other citizens of Wonderland. Her face is covered by a veil and uses a tube to speak through.)
Knave of Hearts: Her Majesty says she knows you’re responsible for helping to steal from her.
Jefferson: The Queen, she tricked me-
Knave of Hearts: That woman’s name is Regina. There is only one Queen – the Queen of Hearts.
Jefferson: Yes, of course. My apologies. Now, please…
Knave of Hearts: Her Majesty wishes to know how you got to this world. How did you come to Wonderland?
Jefferson: If I tell you, will you let me go home to my daughter?
Queen of Hearts: Off with his head.
(One of the guards decapitates Jefferson with an axe. However, he does not die. Another guard holds up his head.)
Jefferson: I’m alive? I’m alive!
Knave of Hearts: If you wish your body back, then answer. How did you get here?
Jefferson: The… The… The hat. My hat. We used my hat.
Knave of Hearts: Where’s the hat now?
Jefferson: She took it – Regina.
Knave of Hearts: If all you require to travel to your homeland is this magic hat, then surely, you could make another.
Jefferson: I can’t. A hat without magic is just a hat. It won’t work.
Knave of Hearts: Then, there’s your task. Get it to work.
(Emma and Jefferson are still in the sewing room. Emma has made a top hat.)
Emma: I can’t make it work. What you’re asking me is impossible.
Jefferson: No! It has to be. If it’s not, I’m never going home. I’ll be cursed to live in this house forever.
Emma: What is so cursed about your life? Look at this place. It’s beautiful. It doesn’t seem cursed to me.
Jefferson: It’s cursed because, like everyone else here, what I love has been ripped from me. Take a look.
(He gestures for Emma to look through a telescope. She sees a little girl and her family eating dinner at home.)
Jefferson: Her name is Grace. Here, it’s Paige. But it’s Grace. My Grace. Do you have any idea what it’s like to watch her day in and day out, happy, with a new family? With a new father?
Emma: You think she’s your daughter?
Jefferson: I don’t think – I know. I remember. She has no idea who I am. Our life together, where we come from. I do. That’s my curse.
Emma: To remember.
Jefferson: What good is this house, these things, if I can’t share them with her?
Emma: If you really think she’s your daughter, why don’t you reach out to her? Why don’t you tell her?
Jefferson: And destroy her reality? I’m trapped by knowledge. How cruel do you think I am? You think I’d inflict that awareness on my daughter? It’s hard enough to live in a land where you don’t belong. But knowing it, holding conflicting realities in your head…will drive you mad.
Emma: That’s why you want me to make the hat work, isn’t it? You just want to take Grace home – to your world.
Jefferson: It’s the one world where we can be together… Where she’ll remember who I am.
Emma: I know what it’s like to be separated from your kid.
Jefferson: Yeah, you do, don’t you?
Emma: It can make you feel like you’re losing your mind.
Jefferson: I’m not losing my mind. I’m not crazy. This is real.
Emma: Maybe. Maybe, it is.
Jefferson: You believe?
Emma: If what you say is true, that woman in the other room is my mother. And I want to believe that more than anything in the world. So, maybe you’re right. Maybe, I need to open myself up more. Maybe, if I want magic, I have to start believing.
Jefferson: So, you’re… You’re going to help me? You can get it to work?
Emma: I can try.
(When Jefferson turns around, Emma grabs the telescope and hits him in the head. He’s knocked unconscious.)
Emma: Crazy son of a bitch.
(Emma takes Jefferson’s gun and heads to the room where Mary Margaret is tied up. She ungags her and begins to untie her.)
Emma: Hey. It’s alright. I’m going to get you out of here. You’re going to be okay. He can’t hurt you anymore.
MMB: Emma! Look out!
(Jefferson tackles Emma, who then falls into Mary Margaret, causing the three of them to fall on the floor. The gun is knocked from Emma’s hand, and she and Jefferson scramble for it. The two of them fight, while Mary Margaret tries to untie herself from the chair. Jefferson eventually wrestles away the gun and points it at Emma. The scar around his neck can now be seen.)
Jefferson: Off with his head.
(Mary Margaret frees herself and grabs a croquet mallet, which she uses to hit Jefferson. While he is temporarily distracted, Mary Margaret kicks him out the window.)
MMB: Are you okay?
(They look out the window, but Jefferson is gone and only the hat remains. The two of them head outside.)
Emma: There’s no sign of him anywhere.
MMB: Who was he?
Emma: A very lonely man. By the way, have you been taking kickboxing and not telling me about it?
MMB: I have no idea where that came from.
(They walk around the side of the house, and discover Emma’s car under a tarp.)
MMB: Emma, look.
(Emma removes the tarp and looks inside. She finds the keys in the car.)
MMB: So, Sheriff, I guess you’ll be taking me back now.
(Emma throws the keys to Mary Margaret.)
Emma: Here. Go.
MMB: You want me to run?
Emma: No, but it’s your choice. Just know something – running ain’t easy. I’ve done my share of it. And once you go, there’s no stopping.
MMB: Emma, everyone thinks I killed Kathryn.
Emma: Mary Margaret, you have to believe me. You have to trust me. I know it seems impossible, but I can get you out of this.
MMB: Why is it so important to you what happens to me?
Emma: Because, when Regina framed me, and you bailed me out, I asked you why. And you said you trusted me. And then, when I wanted to leave Storybrooke cause I thought it was best for Henry, you told me I needed to stay because that was the best for him. And I realized, all my life, I have been alone. Walls up. Nobody’s ever been there for me – except for you. And I can’t lose that. I cannot lose my family.
Emma: Friends. Whatever. You know what I mean. Wouldn’t you rather face this together than alone?
(Mary Margaret gives the keys back to Emma. In the distance, the clock chimes.)
Emma: The arraignment. Regina.
(Regina arrives at the station. Inside, she is surprised to find Mary Margaret sitting in her cell reading the newspaper.)
MMB: Madam Mayor.
Regina: Good morning.
(Mr. Gold appears.)
Mr. Gold: Excuse me, but my client is not having any visitors.
Regina: Of course not.
Mr. Gold: I’ll see you out.
(Mr. Gold and Regina go out into the hall.)
Regina: What is she doing here?
Mr. Gold: She came back.
Regina: You said this was going to work. That she’d take the key, that she’d go.
Mr. Gold: And she did. But, it seems that Miss Swan is rather more resourceful than we thought. Fear not, Your Majesty. Miss Blanchard is still guilty of murder. You may yet get what you want.
Regina: Oh, I better. The only reason I made a deal with you, Gold, is because I wanted results.
Mr. Gold: And results you shall have. See you at the arraignment.
(Henry is sitting on a bench outside of his school, when Emma approaches him.)
Emma: Henry. Well, I found Mary Margaret.
Henry: How is she?
Emma: She’s okay. Other than being on trial for murder, she’s fine.
(A group of kids walk past them.)
Paige: Hi, Henry.
Emma: Who is that?
Henry: Her name is Paige. She goes to school with me.
Emma: Henry, do you have your storybook with you? Can I see it?
Henry: Yeah. Why?
Emma: I’m just curious about something.
(Henry takes the book out of his backpack and gives it to Emma. Emma flips to the story about Jefferson.)
Henry: What? What is it?
Henry: Emma? Emma?
(The bell rings.)
Henry: I got to go.
Emma: Right. Can I hold on to this?