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Once Upon Another Time


About The Book

Storybook characters collide in this first book in a new trilogy of twisted fairy tales from New York Times bestselling author James Riley, set in the world of his popular Half Upon a Time series—perfect for fans of Fablehaven and Chris Colfer’s A Tale of Magic series!

Five and a half feet might seem pretty tall for a twelve-year-old, but it’s not when your parents are giants. Lena has kept the fact that she’s a tiny giant secret, using magic to grow when out in the giant village. But hiding who she is has always felt wrong, even though she knows the other giants might not accept her. Fortunately, Lena has friends down in the Cursed City who understand that looking different doesn’t make her less of a giant.

Someone who knows not to judge by appearances is Jin, a young genie currently serving one thousand and thirty-eight years of genie training that requires him to fulfill the wish of whoever holds his magical ring. In Jin’s case, it’s the power-hungry Golden King. At least the king only has two wishes left, one of which is for Jin to go to the Cursed City and capture its protector, the Last Knight—one of Lena’s closest friends.

What Lena and Jin don’t know is how close the Golden King’s plans are to coming together, between his dark magic and his horrible Faceless knights. If Jin does find the Last Knight and bring him to the Golden King, why, that could doom the entire fairy-tale world.

…This sounds like it’ll end badly, doesn’t it?


Chapter 1 CHAPTER 1
Lena held her breath as she slipped beneath a door that was easily one hundred feet tall and caught sight of the giant, snoring loudly in the kitchen as a fire flickered in the dim light. The wooden chair he lounged in looked like it could barely hold his weight, and it creaked with every tiny movement.

Hopefully, that creaking would cover any sounds she made, since she knew that if the giant woke up before she could find her treasure, this was all over. Fortunately, even at five and a half feet tall, taller than the average human twelve-year-old, she still measured barely a tenth of the giant’s height, so her footsteps were basically silent.

Unfortunately, the item she was after was currently sitting in the giant’s tunic pocket. And that was going to present some problems.

Something large and fuzzy pushed into her from behind, and she absently reached back to scratch her cat, Rufus, beneath his floppy feathered hat. Rufus himself was about the size of a horse, a few inches taller than Lena when sitting on his haunches, but he moved more quietly than she did even with his boots on, assuming he wanted to.

To Lena’s disappointment, he didn’t seem to want to.

“We are in the food room, but do not eat?” the long-haired tabby cat asked, too loudly for Lena’s comfort. “This makes no sense to Rufus.”

“Shh, little man,” she said, wondering if she should remove his magical hat for now, since that was what gave him the ability to speak in her language. But if she did, he wouldn’t understand her, either, and that could get them in trouble. “I’ll get you a treat later, okay? Right now, we need to get up there.” She pointed at the giant’s chest, slowly rising and falling with every snore.

Rufus’s whiskers twitched. “Two treats?”

She smiled in spite of the tension. “Sure, two treats. But now we are going to be quiet, okay? No waking him up.”

Rufus blinked and crept forward at her side, seeming to get the message. She had toyed with the idea of leaving him behind, but in the event she needed to make a quick escape, the Seven League Boots on her cat’s feet would make all the difference. Not that she knew exactly how far a league was, but the boots let their wearer leap great distances in seconds, and that was good enough for her.

Plus, alongside his floppy translating hat, they just made Rufus look so fancy.

The wooden floor of the giant’s house had enough cracks in it to make Lena have to carefully pick her way over to the kitchen chair, and she didn’t have any time to waste. Even if the giant didn’t wake up, his wife might be home soon, and then Lena would be caught instantly. And slowly making her way across the kitchen floor was taking far too long.

“Can you carry me up to the kitchen table, little man?” she whispered to Rufus, and climbed up on his back.

He twitched his whiskers in response, then took off at a silent run, even with his boots. But instead of going toward the table as requested, he ran for a broom leaning against the nearby wall.

“No, over here!” Lena whispered in his ear, leaning forward as she pointed back toward the table. But Rufus didn’t seem to hear and made a great leap straight at the broom. He hit it hard and kicked off, sending them flying in the direction of the table, though still too low to reach it.…

Instead, they landed hard on one of the kitchen chairs, only long enough for Rufus to catch his balance and take off again, leaping back and forth between the backs of two chairs to take them higher and higher.

Finally, they reached the top of the kitchen table, and Rufus skidded to a stop, almost throwing Lena straight over his head. She managed to hold on, then slowly dismounted, scratching her good boy behind his ears for doing so well. Okay, sure, Rufus wasn’t the most graceful cat ever—she’d seen him fall off perfectly level fences twice as wide as he was—but he always tried his best, and that was all she could ever ask.

He purred as he looked over at her, clearly proud of himself. “Three treats?” he said, and Lena quickly looked up at the giant to see if he’d heard, but another snore told her they were still safe. She shushed her cat again but nodded, smiling a bit. He’d earned them, after all.

He purred again as he followed her over toward the giant’s arm that rested on the table. Rufus had landed them relatively close to it, which was good, because she didn’t know how much longer they had before the giant’s wife returned. Lena tried to move as quickly as possible while still staying silent and finally reached his elbow.

The giant’s tunic was loose enough for her to climb, so she grabbed a handful of fabric and easily pulled herself up to stand on top of his forearm. Rufus prepared himself for a leap to reach the same level, but she quickly shook her head, worrying that that much weight landing on the giant would awaken him. She put up her hands for Rufus to stop, and he did, looking up at her in confusion.

Confusion was basically Rufus’s primary trait, with curiosity a close second, with the latter being the reason he was so much larger than other cats. If he hadn’t leapt into the cauldron the Last Knight had meant for Lena…

The giant snorted loudly, disturbing his sleep for a moment, and turned his body enough to carry his arm out away from the table. Lena grabbed ahold of the tunic and held on tightly as the table beneath her disappeared, leaving her several dozen feet off the floor. If the giant woke up now, that would be it.

But his snoring returned to normal, and Lena let out a sigh of relief… at least until she heard footsteps outside.

The giant’s wife. It had to be.

And that meant Lena was out of time.

She took a deep breath, then ran straight up the giant’s arm, passing the elbow, then leaping toward his chest. He’d moved his arm closer to his body, so the jump wasn’t difficult, but she still landed harder than she’d have liked, and the giant mumbled something in his sleep.

It was too late to worry about that now, though, so she forced herself to climb up toward his pocket, hand over hand, moving as quickly as she could. The footsteps outside drew closer, and she wondered if she’d make it to the treasure before the giant’s wife reached the kitchen door. If she could just grab the item, she’d be home free, but that was still a big “if.”

“Roral?” said a voice from outside. “Don’t tell me you’re sleeping again.”

The giant below Lena immediately sat up, almost tossing her off his tunic. “Of course not!” he shouted back. “I was just… cleaning the kitchen!”

Clinging to the giant’s shirt, Lena knew she had at most mere seconds before he noticed her. With one last burst of strength, Lena threw herself toward the pocket, snagging it with one hand, then falling neatly inside right as the front door opened and the giant’s wife appeared.

“That was the best you could do, ‘cleaning the kitchen’?” she asked. “You have to make your lies more believable.”

The giant laughed, shaking Lena around in his pocket, but she didn’t let it stop her, not with her prize so close. Because right next to her inside the pocket was the treasure she’d come for.

She slowly reached for the enormous folded paper and pulled it open just enough to read from it.

“And where is…,” the giant’s wife started to ask, only to stop as a loud “aha!” sounded from the giant’s pocket. She looked at her husband. “I’m sorry, did you say something?”

Two enormous fingers pinched the outside of the pocket and pulled it open just enough for the creature’s giant eyes to peer down inside. “Oh come on,” the giant said, shaking his head. “Are you kidding me with this?”

Lena held up the paper triumphantly in her hands, waving it at the giant. “Nice try, Dad!” she shouted. “But I found the invitation, and my name’s on it. I knew I was invited to the Ritual of the Spark this year!”

Reading Group Guide

A Reading Group Guide to

Once Upon Another Time

By James Riley

About the Book

Twelve-year-old Lena wants everyone in the village of giants to know that she, too, is a giant, even though she’s no bigger than many human children. Jin, a genie who’s also twelve, wants to get away from the clutches of the evil Golden King. But instead of succeeding, the two keep getting into trouble and clashing with each other in dangerous situations. Why does Jin, who despises everyone, want to impress Lena? Why does Lena keep helping the magical people of the Cursed City even when they reject her? Jin needs to attain humility to escape the king, and Lena needs to recognize her true self to save her friends. Could it be that, in a land where magic is everywhere, friendship and courage are more important than magical powers? Follow Lena and Jin from one breathtaking adventure to another as they try to figure it all out.

Discussion Questions

1. Describe Lena and why it’s so important to her to participate in the Ritual of the Spark. Why does she often feel left out? What reasons does Lena have to believe she’s a giant? What is the evidence against it?

2. Discuss the opening chapter and what it shows about the relationship between Lena and her parents. Why doesn’t her mother want Lena to participate in the Ritual of the Spark? Why do you think her mother worries about Lena?

3. In what ways is Rufus important throughout the story? What is he like? How does Lena feel about him, and how can you tell? How does he help her?

4. The author has created a world that includes the giants’ home among the clouds, the Cursed City, and the palace of the Golden King. Describe each of those settings and where they are in relation to one another. How important is setting to the story? Could this story have taken place somewhere else?

5. Identify some of the residents of the Cursed City whose names you recognize from fairy tales or nursery rhymes, explaining what you know about them. For example, what rhymes are connected to Mrs. Hubbard and Peter? What stories are connected with the gingerbread man and the Frog Prince?

6. Why does King Denir hate humans? Why are humans afraid of giants? Discuss the scenes in which King Denir, his guards, and Creel try to destroy the Cursed City. Why do they want to destroy it? What effect does the change of altitude have on the giants? Why does Lena surround them with Rufus’s collar, and what happens when she does?

7. How do Lena’s actions cause problems for those around her? Why do so many in the Cursed City turn against her? How does she try to save them and the city? Talk about her fighting ability and when it matters in the story.

8. Who is Jin and what are his powers? How does the Golden King control him? What could set Jin free? Talk about his personality, giving specific examples. Why does he seem to dislike almost everyone?

9. Jin hears two voices in his head, starting with the cosmic knowledge. What sort of advice does the cosmic knowledge give? Find scenes that show that the cosmic knowledge has a personality and a sense of humor, even though it apparently has no body.

10. What does the voice of cosmic knowledge mean when it says that Jin needs to learn humility? What is humility? What would Jin have to do to show he has learned it?

11. The other voice Jin hears is that of the Spark. What emotions does it convey? What is its main message? What does it want Jin to do? What is Jin’s reaction to the voice and its orders?

12. What does the voice of cosmic knowledge say about Jin’s feelings for Lena? Describe when Jin and Lena first meet and when they encounter each other later. Why does Jin, who dislikes almost everyone, like Lena? What does he admire about her?

13. What makes the Golden King such an effective villain? What are his powers? What are his goals? How does he treat those around him, including Jin? Discuss his insistence that “I’m the most beloved chancellor to rule these kingdoms!” (Chapter 24)

14. What clues do you get during the story about the identity of the Last Knight? Describe his appearance, including his sword. What powers does he appear to have? How does Lena feel about him? What do you learn about him in the last chapter?

15. The Last Knight has what the Invisible Cloud of Hate calls the Cauldron of Truth. She also labels it “old magic.” What does it do? Why is Lena worried about drinking from it? Why does she still go ahead and try?

16. What do you learn about the Invisible Cloud of Hate in the last chapter? Describe earlier scenes when Jin encounters her. Why does she call the citizens of the Cursed City a mob? Discuss her comment when she says of the Golden King, “'He’s almost as bad as the knight is. . . . And I’ve hated the knight for half my life, so that says something!'” (Chapter 30).

17. Talk about the first encounters that Jin and Lena have with the Faceless. What can the Faceless do to harm Jin? Why is Lena effective in fighting them? What does she discover about the Faceless when she’s trying to save the Cursed City? What more do you learn about them in the last chapter?

Activities for Further Learning

Rufus the Charming

Near the end of the story, Lena’s dream to have an epithet bestowed on her comes true. As a class, make a list of epithets in the story such as Ferdinand the Enormous and King Denir the Raging. Then have each student choose five characters from the novel who don’t have epithets. They should decide on a good epithet for each of those characters, and write a few sentences about each choice. Share the results as a class.

Fractured Folklore

While many characters from fairy tales and nursery rhymes are mentioned in the story, many are not. Ask each student to think about the folklore they know, and find a character who is missing from Once Upon Another Time. The student should write a short story that sets that character in the Cursed City and has the character interact with some of those mentioned in the novel.

Acting Out

Once Upon Another Time is perfect for Reader’s Theater because it has many scenes with dialogue. Explain the concept of Reader’s Theater, in which groups of students choose a scene from the novel and turn it into a script for performing. The script combines narration and dialogue, with a narrator supplying background and setting, and with characters interacting with one another. Typically, students read parts rather than memorizing them, with costumes and props as optional.

King Midas and the Golden Touch

Read the Greek myth of King Midas to the class, asking the students to take notes about the story’s details. Then have them gather in small groups to compare and contrast the kings in the myth and the novel. How are they the same? How are they different? Does the ending of the King Midas myth foreshadow what might happen to the Golden King in the future? (Good source: The McElderry Book of Greek Myths.)

Once Upon a Board Game

Have students discuss different aspects of board games they’ve played, including ways to move around a board using cards with questions and directions, spinners, dice, and other similar devices. Ask students to work in pairs or small groups to create a game based on Once Upon Another Time, incorporating the novel’s settings and obstacles that characters face. Once the board games are constructed, have students exchange games to play. (Find tips at

Guide written by Kathleen Odean, a former school librarian and Chair of the 2002 Newbery Award Committee. She gives professional development workshops on books for young people and is the author of Great Books for Girls and Great Books about Things Kids Love.

This guide has been provided by Simon & Schuster for classroom, library, and reading group use. It may be reproduced in its entirety or excerpted for these purposes. For more Simon & Schuster guides and classroom materials, please visit or

About The Author

Author Photo by Maarten de Boer

James Riley lives in Virginia. He is the New York Times bestselling author of the Half Upon a Time, Story Thieves, Revenge of Magic, and Once Upon Another Time series.

Product Details

  • Publisher: Aladdin (April 5, 2022)
  • Length: 336 pages
  • ISBN13: 9781534425873
  • Grades: 3 - 7
  • Ages: 8 - 12
  • Lexile ® 840L The Lexile reading levels have been certified by the Lexile developer, MetaMetrics®
  • Fountas & Pinnell™ W These books have been officially leveled by using the F&P Text Level Gradient™ Leveling System

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