Foster Home, 28 Years Ago. Pinocchio stands by Emma's crib and makes funny faces and noises to get her to stop crying. Once she's happy (what a cute baby), Pino returns to the tool box lying next to the crib. He's fixing it as the foster father walks in and barks at him for using the tools. When the boy explains that he didn't want Emma to get hurt by the broken crib, the man grabs Pino's arm and tells him not to touch anything in the house ever again. Pino says, "Yes, Mr. Raskind." When the man is gone an older boy shows Pino a wad of cash and says the other kids are all running away. Pino asks if Emma can come. The older boy says they can't take care of a baby and walks off. Pino thinks about remaining in that home and then apologizes to baby Emma, but he is so outta there. I'd delve into this show's major issues with foster and adoptive parents, but my doctor has suggested I cut down on rage blackouts.
Storybrooke, Night. August walks up to Geppetto's garage where the older man is trying to fix the clock. August repeats the suggestion his father gave him long ago in a land far, far away. The clock works. Only a cuckoo bird pops out this time, though. Geppetto asks who taught him. August says, "My father." Geppetto says his father must be very proud. August doubts it. He doesn't think he's become the man his father wanted him to be. He made his father a promise a long time ago. He's trying to fulfill it now, but he thinks it's too late. Geppetto: "But you kept your promise. You realized your mistake and you tried to fix it. That's important. If I had a son that would be enough for me."
August looks around the garage and notices the wooden whale he had with him, back in the Castle War Room. He asks Geppetto if he would consider taking him on as an assistant. When Geppetto tells him he can't afford to pay him, August says, "That's okay. I just feel like fixing things." Geppetto invites his son in the garage and shows him around.
Mayoral Mansion, Henry's Room, 11:00PM. Henry sleeps with the walkie-talkie under his pillow, so Emma's "Code red" wakes him right up. She needs to talk to him, but not about Operation Cobra -- about them. She tells him to meet her downstairs. In her car, Henry reminds Emma that if Regina sees him out there talking to her, she's going to get mad. Emma has taken complete leave of her senses, so she says, "Henry, I need to ask you something very important. Do you want to get away from Regina? Do you want to come and live with me?" Henry: "More than anything." Emma: "Okay, then buckle up. You ready?" Henry: "Why? Where are we going?" Emma: "We're leaving Storybrooke."