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Twice Upon a Time is the first Charles in Charge two-part special, as well as the first and second episode of the show's third season. The first part originally aired on September 3, 1987 while the second part aired a week later.


First episodeEdit

Charles is surprised when his first love, Gwendolyn Pierce comes to town. Although he doesn't know it, the visit is to make sure Gwendolyn is over Charles before she marries Richard, her boyfriend in California. However, both realize they still love each other, and Charles proposes to Gwendolyn at her going-away party at Sid's Pizza Parlor to keep her from leaving.[1]

Second episodeEdit

Gwendolyn tells Charles she will consider his proposal. A day later she accepts. However, when Charles suggests they announce their engagement, she hesitates, offering lame excuses. As Gwendolyn continues to delay, Charles realizes that she accepted his proposal to escape from parental pressures, and he advises her to return to California and work out her problems.[2]


First partEdit


Walter: Doorbell! I'll get it.

Happy Days referenceEdit

Charles: Oh Mr. Powell, this is Gwendolyn Pierce.
Walter: Oh, Gwendolyn! Charles has told me all about you. Your father is in the hardware business and you enjoy skydiving, right?
Gwendolyn: Ah, no.
Walter: No, must be thinking of another Charles. Excuse me, it was nice meeting you.

This is a reference to Scott Baio's role in Happy Days as Chachi Arcola, whose first name was Charles.

"Mildred" PierceEdit

Walter keeps calling Gwendolyn "Mildred". This is possibly a reference to the 1941 novel or the 1945 film adaptation of the novel.

Buddy: Is Charles here?

Walter: He should be back in a few minutes. He just went out bowling with Mildred Pierce. Have a seat.
Buddy: Thank you, Gwendolyn.
Walter: Did you just call me Gwendolyn?
Buddy: No sir, you said that Charles was out with Mildred Pierce and I said Gwendolyn.
Walter: You call Mildred, Gwendolyn.
Buddy: No, I called Gwendolyn, Gwendolyn.
Walter: Then what do you call Mildred?
Buddy: I don't know sir I never called Mildred in my life.

Walter: Lembeck, I suggest you see a good taxidermist about your head. There's something loose in there.

Other quotesEdit

Charles: Him, him who? there is no him in her life, her is too young to have a him.

Buddy: Listen to him girls. He almost makes sense.
Charles: Buddy, in your word association game the words foot, butt, kick and ouch suggest anything?

Buddy: Geez, I come over to study and I get an afternoon of sex and violence.

Charles: Buddy, Gwendolyn's only gonna be here for a week, history will be around forever.

Gwendolyn: No Charles. Buddy's right. I mean your schoolwork comes first.

Buddy: Gwendolyn, darling. You finally said those three little words "Buddy is right".

Lillian: Charles has told me all about you.

Gwendolyn: I don't enjoy skydiving.

Lillian: Then don't you do it.

Lillian: My doodlebug. My baby. He's gonna get married.

Adam: Or buried.

Buddy: Same difference.

Second episodeEdit

Charles: Gwendolyn, you said you love me.

Gwendolyn: Oh, I do love you.
Charles: Well, that's good because I love you.
Gwendolyn: But, what about Richard?

Charles: I don't love him.

Walter: When is the big event?

Charles: I have no idea.

Walter: That's good, getting married is easier to take of you don't know your doing it till your halfway through the ceremony.

Gwendolyn: Ask me again?

Charles: Will you marry me?
Gwendolyn: Yes, I will marry you.
Charles: No?
Gwendolyn: Yes.
Charles: Yes!
Buddy: No?

Charles and Gwendolyn: Yes!

Lillian: How can she have a date in bed?
Jamie: She can't, mom will kill her.


  • The title of this special alludes to the common fairytale opener "Once upon a time".
  • Last appearance of Gwendolyn Pierce.
  • Ellen does not make an appearance in the first episode, but she appears on the second.