One of the town's residents begins to remember their fairytale past, and Storybrooke mourns the loss of one of their own. Meanwhile, in the fairytale world that was, the Evil Queen attempts to find a heartless assassin to murder Snow White.

Emma follows Capt. Hook up a beanstalk in hope of finding a magical compass; a fellow thief wants to make an honest woman out of Emma.

David, Emma and Mr. Gold try to protect Mary Margaret from a vengeful Regina; a man and his son find their way into Storybrooke.

Emma, Mary Margaret, David, Regina, Mr. Gold and Hook enter Neverland to search for a kidnapped Henry, they're greeted by a school of not-to-friendly mermaids who threaten to end their search before it begins; Henry finds himself on the run from the Lost Boys with another escapee from Peter Pan's encampment; and Neal, recovering from his wounds, travels through the Enchanted Forest with Mulan in an attempt to learn the fates of Emma and Henry.