Five days earlier, before the group leaves for Neverland, Gold asks Belle to stay and cast his spell to cloak Storybrooke from the Home Office that sent Greg and Tamara. Belle realizes that Gold isn't planning on coming back and he admits that the prophecy claims that Henry will be his undoing... but he can't abandon his grandson. She tells her lover that the future isn't always what it seems and promises Gold that she'll see him again. As Hook's ship departs through the portal, Archie, the Mother Superior, and the dwarves arrives. Belle shows them the cloaking spell and reminds them that the Home Office will be sending others to find Storybrooke.
Two of the Home Office agents drive toward Storybrooke.
Per Gold's instructions, fairy dust is necessary to cast the spell. Leroy leads the group into the mines and the dwarves start hacking at a piece of rock containing fairy dust. Once they have enough, Belle warns that she hasn't cast a spell before. She suggests that the Mother Superior do it, but the nun points out that Gold entrusted the spell to Belle. Belle pours the potion over the fairy dust and magical energy explodes upward, covering the tone.
The two Home Office agents see the barrier coming down and drive forward at top speed. They just manage to make it into Storybrooke before the barrier seals the town off from the outside world, and continue on into town.
In Neverland, Gold shows Ariel how to get to Storybrooke. When she asks what Gold is sending her to retrieve, he points out that Pan could be listing and enchants a sand dollar. Once the spell is completed, he tells Ariel to give it to Belle. Ariel asks how she can find Eric and Regina tells her that she'll give the mermaid that information once she completes her task and returns.
At the Lost Boys camp, Pan senses Ariel leaving Neverland. Felix suggests that he stop her, but Pan says that it's too late. Now they'll have to contact the Home Office. He then tells Felix to get Henry ready and goes to chat with the prisoner in the cage.
At the other camp, Nell tells the others that they need to capture Pan's shadow and use it to escape Neverland once they recover Henry. Emma wonders how they'll get close enough to Pan, and Hook explains that the Shadow often travels on its own. As Neal and Emma prepare to search for it, Hook says that he'll go with them as well. David and Mary Margaret will go to get Tinker Bell so she can lead them into Pan's camp. When David tries to help Mary Margaret up, she ignores him.
As the dwarves take their lunch break on the beach, all of them except Leroy admit that it's much more peaceful with Mary Margaret and the others gone. Leroy tells them that things will soon be back to normal, just as Ariel comes up to the surface and hails them. Using the bracelet that Regina gave her, Ariel transforms her fin into human legs and walks ashore. She asks them where she can find Belle, while the two Home Office agents watch from nearby. The two agree to follow the orders and find out why Ariel came... and make sure that she never leaves Storybrooke.
Belle is at the diner picking through a cheeseburger and Archie figures that she's upset about Gold. She points out that she wishes that she could rescue Henry, and that she's failed at everything she's attempted. Archie points out that she was the one who kept the bad guys out, just as Leroy arrives with Ariel. Ariel tells Belle that Gold is alive and shows her the sand dollar. Nothing happens with it, and they go to Belle's apartment to get Ariel some clothing. The magic on the sand dollar activates, showing an image of Gold. He tells Belle that the Home Office Men are more dangerous than they feared. Gold tells Belle to go to his pawn shop and get the object he needs, and says that the strength of their love will help her find nit.
Emma tries to convince Mary Margaret to talk to David, pointing out that he wanted to keep the focus on the mission. Mary Margaret doesn't accept her daughter's argument, and warns her to be careful since both Hook and Neal clearly have feelings for her.
At the Lost Boys' camp, Pan invites Henry to come with him, but Henry refuses. He figures that Pan is lying to him and that his family is somewhere in Neverland, and that his host is keeping them from him. Pan insists that he isn't but Henry goes off to find them. Felix warns Pan that they're losing Henry, but Pan says that it will just take more time. He then tells Felix to leave the cage where it is because he has a new idea.
Neal leads Hook and Emma back to his old cave and says that he needs the coconut. Emma goes to get it and Hook thanks Neal for understanding about the kiss he shared with Emma. Neal has no idea what he's talking about and Hook realizes that Emma didn't tell him what he shared with her. Neal suggests that Emma was too worried about Henry to tell him, just as she comes back. When she wonders why they're glaring at each other, Neal tells her that they're fine. He then tells the others that a candle lit in the coconut will attract the Shadow and then let them seal it in. Neal knows that the Shadow can be found at Dark Hollow, a place that snuffs out any light. Despite the risks, Emma figures that they have no choice and they head for the location.
Belle and Ariel go to Gold's shop to look for the object. Ariel admires the surface objects and finds a button like the one that Eric had on his jacket when she rescued him from the shipwreck. She tells Belle that their relationship didn't work out but avoids mentioning the details. Belle finally realizes that Gold was referring to the chipped teacup and places it on its matching saucer in the wardrobe. When she does, a spell activates, opening a trapdoor in the floor. Inside is a metal box, and Belle realizes that it's Pandora's Box, which contains the world's darkest evil. The two Home Office men and capture them at gunpoint, then tie them up. They explain that their boss wants the box, and Belle figures that they don't know who they're working. They immediately tell her that they work for Pan, and explain that Greg and Tamara were kept in the dark. The agents' job is to make sure that the box is never taken to Neverland.
Pan tells Felix to take the supplies to the other side of the island and make sure that Henry doesn't follow him. Felix leaves, seemingly unaware that Henry is following him.
As they go to Tinker Bell's camp, Mary Margaret continues ignoring David's attempts to justify his lying.
As Neal leads them through the jungle, Emma gives him his cutlass to cut through the brush. She says that Hook gave it to her, and Hook explains that he gave it to Emma as a keepsake so she'd have something to remember Neal by, before they found out that Neal was alive. As Neal moves ahead, Hook admits to Emma that he told Neal about his kiss. When she wonders why, Hook says that he thought it meant something to her. Emma tells him that the important thing is that he was honest about telling her that Neal was alive. Hook admits that he's a pirate, but that he also values good form so he told her the truth. He tells Emma that he plans to win her heart through honesty, not trickery, and warns Emma that she will eventually have to choose between them because neither one will give up. Emma tells him that they have to focus on getting Henry back, and Hook is confident that she'll succeed... and they can deal with their potential relationship afterward. Neal returns to lead them to Dark Hollow, a shadowy place where the shadow-souls of all of the Shadow's victims are trapped.
Once the two agents leave, Ariel tries to free herself, assuring Belle that they'll eventually escape. Belle admits that she's failed every time that he's tried to be a hero. The mermaid mentions Regina's bracelet and Belle gets an idea. Working together, they manage to remove Ariel's bracelet and her legs transform back into a fin. With the additional strength, Ariel knocks them over, shattering the chair. They realize that the agents will take Pandora's Box to the mine and use a dwarf's pickaxe to shatter it, since a pickaxe can cut through almost anything.
Mary Margaret continues ignoring David until he finally has enough and yells at her to say something. She asks why he didn't tell her the truth, and David finally admits that he was scared that she would want to stay with him in Neverland, trapping them both there. Mary Margaret says that she would have happily stayed with him out of love, and David hugs her, saying that he's sorry. His wife tells him that she should have believed in them.
When the trio arrive at Dark Hollow, Neal prepares to light the coconut so that they can trap Pan's Shadow. The wind has blown out the lanterns so Neal produces a lighter. Hook tries to help him and they argue over it, with Neal accusing the pirate of trying to impress Emma. As they struggle they drop the lighter, and three Shadows fly up. The creatures soon grab Neal and Hook and start pulling their souls out of their bodies. Emma, focusing, uses the magic Regina taught her to create a fire and light the candle. The three Shadows are pulled into the coconut just in time.
Henry follows Felix, who hesitates when his pursuer steps on a twig. As he turns around, Henry manages to hide and the Lost Boy continues on his way.
Ariel and Belle go to the mines and find the two agents preparing to destroy the Box with the pickaxe. Belle yells at them to stop, warning that they'll kill the people of Storybrooke. The men say that someone they know will die if they don't destroy the box. They draw their guns and tell Belle to walk away before they're forced to harm her. Belle trips the brake on a nearby mine car and it slams into the two men. Bell grabs the Box and the two agents explain that they're not interested in destroying magic. They're only serving Pan because he's holding their sister prisoner for over a century. Belle says that they can use the Box to defeat Pan, but the brothers warn that they've already tried to be heroes and failed, which made things worse for their sister. Pan has threatened to kill her, but Belle figures that once they get the Box to Gold, they can give Pan bigger things to worry about. She promises to save their sister, and the brothers confirm that she's Wendy Darling. They agree to let Belle take the Box, and ask her to send on a message for Wendy that her brothers John and Michael are waiting for her.
Pan release Wendy from the cage and tells her that it's time for her to come out and play.
At the beach, Ariel promises Belle that she'll deliver her message to gold. She then takes off her bracelet and swims back to Neverland.
Felix arrives at a cave and "accidentally" drops a bag. Once he moves off, Henry picks up the bag and hears someone inside the cave, coughing. He goes in and finds Wendy lying on a bed. She warns Henry that he's not supposed to be there and says that Pan isolated her from the others so that they wouldn't catch the illness that she has. Henry recognizes her name and wonders what's wrong, and Wendy explains that the island is losing its magic, and it is affecting her more than the Lost Boys. She comments on Henry's resemblance to Neal and says that she was his father's friend a long time ago. Henry reluctantly leaves but promises that he'll come back for her.
Once Henry is gone, Pan emerges from the shadows and congratulates Wendy on her performance. She doesn't like lying, but Pan tells her to consider it "providing motivation. He needs Henry to believe, but in what he wants Henry to believe. When Wendy wonders what that is, Pan says that he needs Henry to believe in him.
As they wait on the shore for Ariel to return, Regina wonders if Gold's feelings toward Belle are blinding him to the woman's chances of success. She realizes that Gold is in love with Belle, who asks if she's jealous of anyone that has someone else to love in their life. Ariel returns and gives them the Box, and Regina completes her end of the deal, enchanting the bracelet so Ariel can use it to turn into a human anytime. Before she goes, Ariel gives Gold the Darling brothers' message and says that Belle wants Gold to rescue Wendy. Regina isn't interested but Ariel points out that it's the least she could do since Belle provided them with the weapon they need. Gold tells the mermaid that they'll do their best and asks her to tell Belle that he loves her and will see her again.
As they return to the others, Neal tries to apologize to Emma. She angrily yells him that both he and Hook screwed up. If they force her to choose someone then it will be Henry because he's the only love she can fit into her life right now.
David and Mary Margaret find Tinker Bell's treehouse and tell her that they have a way off the island. The others arrive and Tinker Bell recognizes Neal as Bae. Hook tells them that they have Pan's Shadow and Tinker Bell agrees to lead them into Pan's camp. As they go, Neal admits to Emma that she's right about how important Henry is, and figures that if they did anything right it was to have the boy.
As Henry returns to the camp, he finds Pan and accuses him of lying. Pan claims that the island's magic is fading and he didn't want to burden Henry with the knowledge that Wendy was dying with it. Henry asks how he can save magic, just as Pan planned all along, and Pan leads him to a cliff overlooking Skull Rock. He says that the island's salvation is inside and only the heart of the truest believer can access it. Pan warns Henry that it will require heroism and sacrifice, and asks if he's up to the task. Henry considers and then says that he is.