The next morning, the townspeople notice that the town clock has moved for the first time.
Regina goes through her son's storybook and notices that there are missing pages near the back. She goes to Henry and asks where the pages are, but he says that it's an old book and they've always been gone. When asked about her sudden fascination with the book, Regina replies that it is because he thinks of her as an evil queen rather than his mother. When he insists that she is not his mother, she assures him that Emma is no longer an issue, but then hears the town clock chime. She goes to see it and notices that Emma's car is still in town.
Regina goes to see Emma at her hotel room with a basket of apples, saying that they're from the tree that she has had since she was a little girl. The mayor suggests that Emma will enjoy them on her way home. Emma points out that Regina's constant attempts to get her to leave is just encouraging her to stay all the more, and that she wants to make sure her biological son is okay. When Regina says that she has things under control, Emma asks what she means and Regina tells her that she has the boy in therapy and warns Emma not to underestimate her.
Regina teleports back to her castle as Prince Charming tries to kill her by throwing his sword. The Magic Mirror asks what she's done and the Evil Queen explains that she cats the Dark Curse, much to the surprise of her servant and the Magic Mirror. She then goes to the Forbidden Fortress to see Maleficent, another evil witch, and the two briefly spar verbally. The Evil Queen then demands her curse back, but Maleficent says that they've already made their exchange and it's hers now. She points out that it's hidden in the orb on her staff and contained for good reason, and asks where it came from. The Evil Queen summons her magical forces, summoning a fireball from the fireplace. Maleficent fights back as the Evil Queen animates all of the weapons and throws them at Maleficent's pet, a black unicorn. The mistress protects her pet, but the Evil Queen binds her with the metal from the chandelier and takes the staff. When Maleficent tells her to do her worse, the Evil Queen refuses, saying that she's her only friend, and ignores her friend's warning that the Dark Curse will create a void within her that she can't fill. The Evil Queen accepts that and leaves.
Later, the Evil Queen meets with the other dark forces of the land and tells them that today is the day that they will finally emerge triumphant. They ask if they'll be happy and the Evil Queen says that they will, but she needs a lock of hair from the darkest souls of the land. At her gesture, the trees around them animate, surrounding them. They each contribute a lock and the Evil Queen causes the limbs to withdraw. She then takes out the final ingredient: the heart of her prized steed from her childhood. She unleashes the Dark Curse and a column of magical smoke swirls up into the air as the others look on, but then disappears. A gnome laughs at the Evil Queen for her failure, and she transforms him into a stone statue.
Regina is in the garden admiring the apples and a gnome statue when the newspaper editor, Sydney (the Magic Mirror), approaches her. He has already published an article in the town newspaper, the Mirror, about Emma destroying the town's boundary marker, but admits that he's learned little of Emma's background. Regina points out that he's learned nothing of value and warns him to find something or she'll dispose of him.
Emma is at Granny's Diner getting breakfast when the waitress, Ruby, brings her a cup of hot chocolate. She tells Emma that Sheriff Graham got it for him and Emma comes over to talk to him. Emma tells him that she doesn't want gifts from him, and Henry looks up from the next booth and says that he sent it over. He invites her to walk him to school, and says that his plan is to free everyone from the curse. As Emma eats one of Regina's apples, Henry grabs it and throws it away. She asks why the citizens don't remember their past lives, and Henry explains that they all live in a haze and Emma is the only one who can free everyone. He removed the pages from the storybook to keep Regina from learning that Emma is the daughter of Snow White and Prince Charming. Henry tells her to read the pages and learn about her past, but to make sure that Regina doesn't see them because it would be bad if she learned who Emma is.
They arrive at the school and Henry goes inside after saying that he's glad Emma believes him. Sister Mary sees them talk and comes over to thank Emma for making Henry smile. She explains to Emma that Regina has managed to remain mayor through intimidation, and that Henry thinks that she's Snow White. When Sister Mary asks who Henry thinks Emma is, Emma lies and she says she's not in the book.
Emma goes to see Archie and asks why Henry thinks that people are storybook characters. Archie explains that Henry is using the book to deal with his problems, but Emma points out that Henry only got the book a month ago and Henry's problems go back further. The psychiatrist admits that Henry has had problems with his adoptive mother, and offers Emma the file. Emma wonders why he's violating doctor-patient confidentiality, and Archie says that Emma is very important to Henry. As she goes, Archie tells her to be careful not to destroy the boy's imagination. Once Emma leaves, Archie calls Regina and says that she's right, and that Emma took the file. When Archie wonders why Emma came there, Regina says that she's the one who gave Emma the idea.
Emma is in her room reading the file when Graham comes by to visit and says that Archie has filed a complaint that Emma stole the files. Emma shows him the files and Graham arrests her, and she points out that she's being set up. Graham asks who would want to set her up.
Regina comes to see Henry at school and tells Sister Mary that it's important. She takes him aside and tells him that Emma has been arrested and that she's a con woman trying to take advantage of them. Henry doesn't believe it but Regina insists that she's just trying to protect them.
As Graham takes Emma's photos, Emma warns that Regina is trying to get rid of her, and asks what influence she has with the police. Henry arrives with Sister Mary and tells Emma that he knew she was gathering intel for his operation. Sister Mary offers to post bail, much to Emma's surprise.
Regina is working in her office when she hears a noise outside. She looks outside and sees Emma taking a chainsaw to her apple tree. Regina storms out and Emma tells her that she'll have to do better than that to get her out of town, tells her that it's her move, and walks away.
The Valet tells the Evil Queen that perhaps it's for the best that she failed, since the dark forces are more powerful than she can conceive. He assures her that helping her is his life, and she asks for his help to find out why the Dark Curse didn't work. The Valet suggest that she talk to Maleficent and warns that after going for revenge, there's no going back. The Evil Queen wonders what she has to go back to.
Rumplestiltskin is in his cell when he realizes that the rat outside his cell is the Evil Queen. She transforms to her human form and tells him that the Dark Curse he gave her isn't work. Rumplestiltskin says that Snow White and Prince Charming visited him, and that he told them that only their unborn child can stop the darkness. She asks what she did wrong, and Rumplestiltskin says that he will in return for a good life in her new life, and that she must heed his every request as long as he says "please." The Evil Queen notes that he won't remember anything if the curse succeeds, and agrees. He then tells her that she needs to sacrifice the heart of something precious, not just her horse. The Evil Queen asks what will suffice, and he says the heart of what she loves most. When she says that what she loved most died because of Snow White, Rumplestiltskin says that there must be something else and tells her to consider how far she's willing to go. The Evil Queen says she'll go as far as it takes, and he tells her to stop wasting time and go kill it.
As Emma returns to her room, Granny approaches her and asks her to leave because they have a no-felons city ordinance. Granny asks for her key back and Emma hands it over.
Graham comes to see Regina, who demands that he arrest Emma for destroying city property. The sheriff warns that Emma may be innocent and wonders who convinced Archie to lie, and Regina warns him not to let a crush get the better of him. Graham agrees to arrest Emma, but warns that she'll keep coming no matter what, and Henry will be hurt if the situation escalates.
As Emma goes to get her car, she discovers that it's been booted. Regina calls and offers to meet with her so they can make peace. When Emma gets there, Regina apologizes and then suggests that Emma wants to take Henry away. Emma denies it and says that she simply wants to make sure that Henry is okay given his troubles. She explains that Henry can't tell the difference between fantasy and reality, and thinks he's crazy. Henry overhears them and runs away, and Emma realizes that Regina set her up. Regina says that she did know he'd be there, because she's his mother. Emma wonders how Regina has become so soulless and walks away.
The Evil Queen returns to her castle and the Magic Mirror asks what happened. She ignores him and the Valet asks if she learned what she needed to know. The Evil Queen admits that she's conflicted and explains what she has to do, and the Valet realizes that he's the one that she loves most. She calls him "Daddy" and admits that she doesn't know what to do. He tells her to move past it, but the Evil Queen says that she can't live with what Snow Queen took from her. The Valet suggests that she start over so they can have a new life, but the Evil Queen says that her power will disappear and the others will think she's nothing. He tells her that she can have love again and hugs her, saying they can find happiness together. However, the choice is hers. The Evil Queen cries and then says that he can be right, and stabs him in the heart as he stares at her in shock. As he collapses to the ground, the Evil Queen apologizes.
Emma goes to see Sister Mary and pay her back the bail money. The teacher offers to hear her out and offers her cinnamon hot chocolate and cookies. Emma asks why Sister Mary trusts her, and she says that she has the feeling that they've met before. She believes that Emma is innocent, but Emma says that she's leaving to keep Henry from being hurt. Sister Mary points out that the fact that Emma wants to leave is the very reason to stay, because she cares about him and there'll be no one else to protect him.
Henry goes to see Archie for therapy, and he says that he doesn't think Archie is Jiminy Cricket. Emma storms in and Archie tries to apologize for what he did, but she tells Henry that she wanted to stay and get to know him. She admits that she thinks the curse is crazy, but that doesn't mean that it's not true. Emma told Regina what she needed to hear, and that the only way to break the curse is by tricking the Evil Queen into thinking that they're both nonbelievers. Henry cheers up and Emma tells her that the pages are dangerous, and burns them in Archie's fireplace to make sure that Regina never sees them. He gets up and hugs her, saying that he knew she was there to help him, and Emma says that not even a curse will stop her from helping him.
The Evil Queen takes her father's heart to the clearing and tosses it into the fire. This time the curse expands throughout the land, changing everything in its path. The Evil queen then goes to a gravestone and leaves a flower at her father Henry's grave.
Henry and Emma leave Archie's office together.
As Regina tends to her apple tree, Mr. Gold comes by and congratulates her on being in high spirits. When the mayor says that she's triumphed, Gold warns her that he saw Emma and Henry together. He suggests that Regina should have come to him for help... for a price. When Regina says that she's not in the business of making deals with him anymore, Gold points out that he procured Henry for her and asks how she chose the name. Regina realizes that Gold wanted Emma to come to Storybrooke and asks where he obtained Henry. Gold says he won't answer her questions and asks her to let him go... please. Regina stares at him in dawning realization as he walks away.