In the fairytale world, the people enjoy a puppet show while a young boy, Jiminy, works the crowd, picking pockets. After the show, the boy takes the money back to the puppet wagon where his parents, the Puppet Prince and Princess, are waiting for him. The boy notices that they have a cricket and admires them because they're free to go where they will. Jiminy says that he would like to be someone else, someone good. However, his parents tell him that it's best to be what you are, and they are what they are, and that's all there is to it.
Henry meets with Archie for his session and says that Archie wasn't always Jiminy Cricket. The boy points out that there are no crickets in Storybrooke, and Archie ask him again why it's so important to him that it's real. Henry can't explain and Archie tells him to think about it because he believes there's something buried there.
Emma meets with Sheriff Graham and isn't interested in wearing a deputy uniform. He insists that she at least wear a badge. As she puts it on, the ground shakes and phone calls start coming in. They drive out to the mine where the ground has collapsed. Mayor Regina is organizing things and tells Emma that it's town business so she can go, and Emma informs her that she's now a deputy. Regina is less than thrilled and glares accusingly at Graham. She then tells the gathered townspeople that they'll reclaim the area and pave over it. When Henry and Archie arrives, Henry hears her announcement and asks what will happen if someone is down there. His mother tells him to step back and then notices a piece of decorative glass on the ground. Henry asks what it is but Regina pockets it and says that it's nothing, and then orders Emma and Graham to cordon off the area.
Henry is ordered to the car, but soon calls over Archie and Emma and says that they can't let Regina cover over the tunnels. He insists that Emma's presence is weakening the curse and asks if she did anything different, and she shows him her deputy badge. Regina comes over, orders Henry back into the car, and tells Emma to do her job. She then tells Archie that they need a new treatment plan because Henry thinks everything she's doing just bolsters his conspiracy theories. When Archie warns against it, Regina threatens to reduce him to nothing if he doesn't cooperate. After a moment, Archie asks what he should do and Regina tells him to crush Henry's delusion.
A now adult Jiminy visits the fair with his parents, and objects to the fact that they're going to steal from the people. His parents insists that they are getting old and need the money, and are too ill to do anything else. That night, Jiminy sets up his parents' puppet stage while the rain pours down. A boy with an umbrella comes up and asks why he doesn't do something else, but Jiminy says there's nothing else. The boy says that he came to hear the crickets and offers Jiminy his umbrella. As he runs off, Jiminy holds up the umbrella and listens to the crickets chirp.
Marco comes to see his best friend Archie, but realizes that he's meeting with Henry for another session. After Marco leaves, Henry insists that he's really Gepetto and then shows Archie his backpack with equipment to search the mines. Archie stops him, saying that his delusions are becoming a psychosis and that he'll have to have him locked away. He tells Henry that his nonsense must end, and Henry storms off.
At the hospital, Mary Margaret meets with Dave Nolan, the recently comatose patient. They play Hangman, but Dave admits that he still doesn't remember his life before the accident. Mary Margaret assures him that he's making new memories just fine and Dave suggests that he likes them better. As they start another game, Dave's wife Kathryn comes in. Emma leaves and Kathryn shows Dave photos of their old dog, Ajax. He claims to remember the dog but clearly doesn't. At home, Mary Margaret tells Emma that she has feelings for Dave, and it would be easier if Kathryn wasn't a nice person. However, Emma warns her not to get involved with a married man. Henry arrives, crying, at their door.
Archie is at home when Emma storms in and demands to know what he did to Henry. He insists that he made the right decision. Regina calls and asks Emma where Henry is, and Henry says that he has no idea. Archie realizes that Henry went to the mine.
At the mine, Henry enters the shaft.
Rumplestiltskin is spinning thread when Jiminy comes to see him with his collection of stolen goods. As Rumplestiltskin gives him the gold thread in return, he asks Jiminy what else he wants. Jiminy admits that he wants to be free to be someone else, but something keeps holding him back. Rumplestiltskin asks if it's something or someone, and Jiminy admits that his parents. The imp offers him a potion to put in their food, but points out that Jiminy has nothing to pay him with. He tells Jiminy to leave his parents for him as payment for the potion. Jiminy wonders what will become of them and Rumplestiltskin assures them that they'll be in safe hands. After a moment, Jiminy takes the potion and departs.
Archie and Emma go to the mine and find one of Henry's discarded candy bars, and realize that he's gone inside.
Henry walks through the mine shaft and finds a piece of decorative glass in the wall. As he removes it, the ceiling starts to come down. Outside, Archie enters the mine shaft to rescue the boy and the entrance collapses behind him before Emma can go to help. Inside, Archie lights a match and calls out to Henry, and the boy runs up to him. The psychiatrist insists that they need to get out but Henry runs into the tunnels, telling Archie to follow him. After a moment, Archie follows the boy into the mine.
Jiminy's parents force him to go to a home and convince the owners, Stephen and Donna, to let them in as weary travelers. They tell the couple that there is plague in the next town and that they have an elf potion. They sell it to the desperate couple for everything they have and leave. Jiminy gives them the bottle and goes with his parents, but objects to stealing from them. His parents insist that it's okay but Jiminy has enough and throws the contents of Rumplestiltskin's bottle at them. However, the Puppet Prince says that he switched bottles, and that they gave the potion to the couple. Jiminy runs into the house and finds the couple has been transformed into puppets, holding hands. His parents come in and chuckle at their success, and then the couple's boy, the one from the fair, comes in. He stares at his transformed parents in horror and demands to know what Jiminy did to them.
Archie finds Henry deep within the mine, shining his light down a shaft. The psychiatrist says that they have to get out but Henry accuses him of thinking that he's insane. Archie warns that they're trapped with no way out.
Outside, the townspeople gather to try and remove the debris from the mine shaft. When another quake shifts the area, Regina tells them to stop but Emma says that Henry went into the mine because of her. Archie's dog Pongo barks and inside, Archie and Henry hear it and follow the voice. Meanwhile, Emma tells Regina that they have to stop arguing and work together to save Henry, and Regina asks her to help. Marco suggests explosives to punch an opening.
Inside, Archie and Henry find an old mine elevator. They start cranking it upward. Meanwhile, the fireman plants the explosives and Emma tells them to detonate. The charges goes off, jarring the elevator loose and causing it to drop several dozen feet downward before stopping. Meanwhile, Emma runs to the entrance but discovers that they failed.
At the hospital, Mary Margaret is leaving for the day when Dave approaches her. He explains that he's starting his physical therapy and has been told to walk outside with an escort. Dave hints that he could use a volunteer and Mary Margaret agrees. Outside, Dave tries to remember the town and explains that he woke up in some strange land. He admits that he lied about remembering the dog to protect Kathryn's feelings. Mary Margaret says that he must feel lonely, and Dave says that she's the only thing in the world that feels right to him. Kathryn comes up behind them and offers him cranberry muffins, his favorite. Mary Margaret starts to leave but Dave asks if he'll see her tomorrow. After a moment, Mary Margaret walks away without a word.
Regina snaps at the rescue teams but Emma calms her down. Marco suggests that they can drill down if they know where Archie and Henry are. Emma releases Pongo, which goes to a spot on the ground and starts digging. They remove a metal plate to reveal an air shaft.
In the elevator, Henry apologizes to Archie and the psychiatrist says that it's okay. He assures the boy that he doesn't think he's crazy, but explains that Regina has a clear idea of what she wants for Henry and is scared when her son deviates from it. However, Archie says that it's also okay for Henry to be free to think what he wants, and apologizes for what he said. When Henry asks why he said what he did, Archie admits that he's not the man he wants to be. The elevator shifts again as it starts to give out.
Marco and the others remove the grille and Regina wonders what to do next.
Henry tells Archie that he can be Jiminy Cricket, and that the cricket was once a guy who took a long time to figure out the right thing to do. Archie admits that it sounds like him, and Henry says that it's harder due to the curse for Archie to hear the voice inside of him and be who he wants to be.
Emma volunteers to take the line down so that it won't hit the sides of the shaft and set off another collapse. When Regina tries to do it herself, Emma warns that the mayor isn't physically up to the challenge. After a moment, Regina agrees and asks Emma to bring her son safely back to her.
As they wait, Archie asks Henry again why it's so important to him that he's right. Henry explains that there must be more than the everyday world but never found any proof. Archie says that he does remember the person he wants to, and he just needs to listen harder. They hear Emma come down the shaft and drop onto the elevator, and Archie hands Henry up to her. The elevator finally gives way, plummeting down the shaft... but Archie catches a hook with his umbrella, saving himself. The three of them climb both out and Regina immediately embraces Henry and tells Emma to clear away the crowd. The mayor goes to thank Archie, he tells he that he's going to treat Henry the way he wants to. When Regina warns him that things haven't changed, but Archie tells her that he'll always do his best. If she doesn't let him do what he needs to, he threatens to testify against her in any future custody battle.
Jiminy stands outside of his parents' wagon, looks up at the stars, and makes a wish. The Blue Fairy flies up and warns him that she can't bring back the boy's parents. However, she says that he can help the couple's boy, and asks who he would want to be if he could get away from his parents. Jiminy listens to the crickets and silently makes his wish. The Blue Fairy grants it, transforming him into a cricket, and Jiminy says that he's free. She tells him to find the boy, Gepetto.
Emma watches Archie and Marco talk, and henry says that they're old friends. As they talk, Henry points out that they can hear the crickets now and that things are changing.
At his shop, Mr. Gold walks past the puppets of Donna and Stephen.
Mary Margaret returns to the hospital and delivers her letter of resignation.
At the mine, Regina drops a piece of glass down the shaft to join the many other pieces that she has dropped there.