Darkness on the Edge of Town
Once Upon a Time 4x12
March 1, 2015
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"Darkness on the Edge of Town" is the 78th episode of Once Upon a Time.


With Gold banished from town, the residents of Storybrooke attempt to resume their normal lives: Hook and Belle search for a way to release the fairies from the Sorcerer's hat, while Emma, Henry and Regina continue to look for clues that could lead them to the Author. But when a terrifying darkness descends on the town, Emma and Regina are forced to confront the true nature of evil. Meanwhile, in New York, Gold and Ursula enlist Cruella De Vil to join their cause.


Previously on Once Upon a Time...

Rumple and Hook look up at the stars released from the Sorcerer's hat. ("Heroes and Villains") Belle banishes Rumple from Storybrooke. ("Heroes and Villains") Henry and Regina find a blank storybook in the sorcerer's possible house. Emma joins the cause to help Regina find her happy ending. ("Heroes and Villains") Rumple visits Ursula in New York, telling her that the Author can change the rules which stop villains from winning. ("Heroes and Villains")


The Forbidden Fortress
Many years ago...

412 01
An alliance is formed.

At Maleficent's Forbidden Fortress, a guard is stood in the main hall when suddenly, a tentacle grabs him and violently throws him aside, revealing Ursula to be the culprit. The sea witch walks through the hall until she's ordered to stop by Maleficent, who asks who she is. Ursula turns and grabs Maleficent's staff, introducing herself with her name, but tells her to call her "your majesty". Maleficent states that she doesn't bow down to fish, so Ursula asks who she is. After having her tentacles mocked, Ursula states that she was invited here, asking for Maleficent's excuse. She reveals that this is her home, so Ursula asks why she sent for her. She assures the sea witch that she didn't send for her, but before anyone can say anything else, two barking Rottweiler dogs begin running at them. The two witches prepare to defend themselves with attack, but Cruella De Vil casually walks up to them and says she wouldn't do that. When she reaches the women, she sarcastically assures them that the dogs don't eat fish or dragon...unless she tells them to. She crouches down and breathes a magical green smoke into the dogs' faces, calming them down instantly. She thanks her darlings for a wonderful job, stating she'll take it from here before getting up and asking what she's doing in this "ghastly place". Maleficent reveals that this "ghastly place" is her home and she didn't ask for any visitors. The two women state that they received specific instructions, but Maleficent tells them she doesn't care as they're trespassing, "And do you know what I do with trespassers?" she asks, readying her staff. Ursula tells her not to think it, but before anything can happen Rumplestiltskin calls out from behind them, telling them not to tear each other apart for he needs them all in one piece...or rather three pieces. Maleficent realizes Rumple summoned the girls, so he confesses playfully. Ursula asks why she left the sea for this, so Rumple explains that the reason for their "tête-à-tête-à-tête... à tête" is because they all have something in common, they're villains, "And it's time the villains got their happy endings".


Act I

412 02
Her first lesson in three and a half seasons.

In Storybrooke, the second hand on the clock tower changes from 8:15 to 8:16, and a view of the street is shown. Regina and Henry exit Granny's Diner, and the formerly Evil Queen gives her son a hug as a yellow bus pulls up, and the driver opens the door. Regina watches as her son leaves for another day of school.
Mary Margaret is seen teaching a class, apparently having resigned as mayor. She asks her class if anyone can tell her what the study of birds is called, and Henry, who appears to still be a student of hers, raises his hand and answers "ornithology."
Regina is seen unpacking her belongings in the mayoral office, retaking her position as the town's leader. She looks up and sees the bird painting Mary Margaret had hung during her brief term (See: 4.03), and conjures up a fireball, throwing it at the piece of art, all the while maintaining a genuine smile on her face.
At the Blanchard Apartment, Granny sits downstairs and waves at Emma, who looks down at Granny babysitting Prince Neal. She then looks in her closet and grabs her sheriff's badge and a coat.
Outside Mr. Gold Pawnbroker & Antiquities Dealer, Hook waits for Emma to join him; he gives her a cup of coffee and the couple embrace in a kiss. He puts his arm around her and the two then head for a morning stroll. Emma looks at the pawnshop and sees the "Closed" sign hung on the door.
Emma and Hook make their way to the library where Belle is seen unlocking the doors. She greets them, and Hook gives Emma a goodbye kiss before following Belle inside.

412 03
Totes not regretting dumping his @$$.

Inside the Storybrooke Free Public Library, Hook examines a bulletin board put together, containing a collage of miscellaneous information regarding the Sorcerer's hat and the missing fairies. Out of rage, the pirate throws the board, clearly frustrated. Belle, who stands behind the checkout desk, comments that it appears he still has his temper. Hook states that it's been six weeks and they've gotten no where with getting the fairies out of the hat. Belle replies that they just have to keep at it, and that they will find a spell to release all those trapped. As Hook picks up the board, Belle goes on to say that even though the translations are difficult, she's reached out to some of the smartest minds in the world and one of them will get back to her. "If we're reduced to those magic boxes then help is reduced to short rely," Hook says, referring to computers. Belle states that it's called the internet, and it can help them. She adds that once they can get the fairies out, they can help them get everyone else out, including "that poor old man you put in there." "All because I let myself get tricked by the Crocodile," Hook replies, then asking himself how he could be so weak. As Belle goes to start re-shelving, she comforts Hook, stating that Rumple got the best of both of them. She adds that he should've been stronger, but so should she, and that she should've seen through him. "You were blinded by love, what was my excuse?" he asks, to which Belle replies "probably the same thing," just for someone else. Hook comments that Rumple was right about one thing: love is a weapon, just as persuasive and dangerous as magic. Belle agrees, adding that he had both of their hearts. Hook states, however, that "as big of a bastard as he was, he did love you." Belle replies that but now he's gone from their lives forever, and, now teary-eyed, says she hopes he found whatever it was he was looking for.

New York City

412 04
Rumple reaches a breakthrough.

Inside an apartment, a microwave timer counts down seconds; Rumplestiltskin watches. Ursula enters, just as the microwave goes off; "It means it's ready," she states, not exactly knowing if the Dark One knows how the device works. "Yes, I know," Rumple replies, opening the microwave and getting his meal. "Cause the Dark One did so much cooking in his time," Ursula replies sarcastically, to which Rumple tells her not to worry, as his powers extend past Ramen Noodles; Ursula states that it doesn't in this life. She adds that she's beginning to think he's all talk about promises of "happy endings," as all he seems to be doing is eating her food and sleeping on her couch. "That better not be the last Ramen," she says, closing the microwave, and turning to him, asking if it looks like she's made of money, stating she works at an aquarium. "No, that's not what you do," Rumple replies, correcting that she complains, "And you know why? Because your life, for a better term, is crap." Ursula reminds the Dark One who's been taking care of him recently, however, but Rumple states he would've done just as well without it, and it's nothing compared to what he can do for her. He states he'll solve all her problems, but Ursula states they both know he doesn't care about her. Rumple replies that she's right, that he cares about himself, and she's lucky their problems align. As Rumple eats his noodles, an email pops up. Once opening and reading it, he smiles, stating it's the beginning of the end of the misery, and now it's time to visit an old friend of theirs.

Great Neck, Long Island

412 05
Cruella fights for what's hers.

Rumple and Ursula are seen approaching a mansion, which is currently being watched by a group of people. "So this is where she lives? I guess some are doing better than others," Ursulla comments. However, it appears FBI agents are removing items from the home, and a man is taken away in handcuffs. A distraught Cruella De Vil states that this is all awful, and asks if they really need the theatrics. "We're doing better," Rumple says to Ursula as the two head for their former acquaintance. As Cruella's husband is forced into a police car, Cruella grabs one of her fur coats from a rack. "Sorry, lady," an FBI agent says as he tries to take the coat, but Cruella resists, stating "It was mine before." As the agent backs off, Cruella puts the coat on, but is startled by the sound of "Cruella De Vil," coming from Rumple. "No one calls me that here," she says, turning to see the Dark One and Sea Witch. Rumple apologizes, commenting that "Cruella Feinberg" doesn't have the same ring to it. Cruella asks what the two of them are doing there, to which Rumple answers to regain their greater glory he can return to them both if she joins him. Cruella states she's not going anywhere with him, and begins walking away. Rumple stops her, however, stating that things have changed; their last encounter may have been less than ideal, but now their interests align once more.

412 06
Cruella joins Rumple and Ursula.

"You've lost all you have, and so have we. That's why I'm here: to put an end to having everything taken away." Cruella corrects the Dark One that she hasn't had everything taken away; she proceeds to press a clicker which opens the garage to her mansion, revealing a vintage car. "And where are you going to go with these poultry possessions?" Rumple asks, to which Cruella replies "to get some less poultry possessions." Rumple says it's an empty pursuit, however, as she'll just end up back where she started. "I'll never end up back where I started." Rumple states he can get her everything she wants and more, but Cruella replies he talks a good game, but questions if he can deliver in a world with no magic where apparently walking is a challenge. Rumple corrects her, however, stating there is magic, but she has to know where to find it. He adds that he knows she doesn't trust him, but if she follows him then she won't have to, "Aren't you tired of feeling ordinary?" Cruella finally gives in, telling them both to get in the car. She asks where they're going, and Rumple states its' a town called Storybrooke. With that, Cruella drives the three of them away, speeding and swerving, nearly hitting someone as she does so.

Act II

412 07
Cruella questions Rumple's promises of "happy endings".

"Now then, this 'happy ending' shenanigan you're promising us, can you really do it? Are you really that powerful?" Cruella asks the Dark One in the Enchanted Forest of the past, back at the Forbidden Fortress. Maleficent states Rumple is powerful, but not that powerful. "No one is," Ursula adds. The Dark One states that he loves how they underestimate them, that it's adorable. Cruella asks what exactly he's offering, to which Rumple replies the answer to all their prayers. "Not exactly the religious sort," Cruella replies, to which the Dark One comments "Shocked." Cruella gets up, now angry, and gets close to Rumple, stating she was quite content with her life until receiving his message and she does not like being dragged around by false promises. Rumple says it's not false, however, that he knows what exactly she wants, and Ursula, and Maleficent. "Really?" the dragon woman asks. "Really," Rumple replies, stating he's not one to betray trusts, "so your secrets can remain your own." He adds that what he will share is something they all have in common: a desire for happiness, a desire to do what villains can never do - to win - and he's here to show them how - together. "Even if we were to work together, no spell known to man or woman can do what you're saying," Maleficent states. Rumple agrees, but reveals they're not looking for a spell, but a curse. He goes on to say there is a dark curse that, if they help him procure it, can get each and every one of them their happy endings.

412 08
"Have a cluckity-cluck-cluck day."

Back in the present day, Cruella asks Rumple, while the two of them and Ursula ride in the former's car why he thinks his new plan will work while all the others have failed. The Dark One states that the reason all his past plans have failed were because of one reason: the odds were stacked against them, but now we're going to change the odds. "With this author you keep babbling on about?" Ursula speaks up. Rumple states that his book harnesses a great power than exceeds anything they've ever faced before. He adds that the Author uses it to give heroes and villains what he deems justice deserved; their collective frustrations are because of him. "I guess that's better than blaming bad judgment and gin," Cruella comments as she pulls up to a drive-through speaker. "Welcome to Mr. Cluck's, what can I get you?" asks the drive-through employee. Cruella answers she wants one Double-Cluck combo, and Ursula adds to "make it two." Cruella asks Rumple if he wants anything, and he replies that he doesn't, as he'd like to survive for his happy ending. "That will be $14.15. Please pull up to the window and have a cluckity-cluck-cluck day," the drive-through employee says. As Cruella starts pulling up the car, Rumple asks her to hurry up as he believes the Author to be in Storybrooke, and he'd like to get to him before the heroes do.

412 09
Emma finds something she wasn't suppose to.

In the Mayoral Office, Regina is seen flipping through the pages of the storybook. She's soon joined by Emma, who has brought lunch - something besides Granny's Diner. The blonde comments that she's fine with Granny's grilled cheese, but she knows it gets to Regina. The mayor chuckles, stating her friend eats like a child; she then notices the two root-beers Emma is holding, and the Savior exclaims she got her one, thinking she needs a break. "A break from what, dead end after dead end?" Regina asks, going on to say the Sorcerer or Author ("whatever he wants to be called") doesn't want to be found. Emma states it's just been a few weeks, to which Regina replies, most likely not sarcastically, that she's conquered realms in less time. "Can you conquer these bottles? I thought they were twist-offs," Emma comments. Regina asks if it looks like she can pry them off with her teeth, stating she's a queen, so she's a bit more refined. "Yeah, I got that," the blonde replies, looking around for a bottle opener, stating her mom had one there where she was briefly in power.

412 10
Belle and Hook reveal they've found a way to free the fairies.

As Emma goes to open a certain drawer, Regina tries to stop her, but it's too late, and Emma finds the alternate storybook picture, now taped back together, of the formerly Evil Queen and Robin Hood. Emma asks if it's from the book, but it's revealed by Regina that it's not, but that Robin found it before leaving with his family. (See: 4.11) Emma questions if it's not her story than what is it, and is told Robin thought it was a sign of hope, that things would work out for her, but it turns out to have been just a cruel joke. Emma asks if her friend has heard from him, to which Regina replies she hasn't. Belle and Hook then come running into the office, stating they may have found a way to free the fairies. Belle states she found an incantation that's part of a spell in a tongue she's never seen before. Hook states it made translations challenging, but Belle adds she did it. She tells them that she found a professor from Oxford and he just emailed her. She adds that it's an ancient ceremony, and she just needs Regina to enact it; she hands the formerly Evil Queen a paper with the translations.

412 11
The Blue Fairy hasn't jumped on the #ReginaForHappyEnding band wagon yet.

In the woods of Storybrooke, Regina places the box containing the Sorcerer's hat in the center of a rock. Belle hands her the Dark One's dagger. "You got it?" Emma asks, to which the formerly Evil Queen nods. Emma, Belle, Mary Margaret, and Hook step back so Regina may begin the ritual of the freeing of the fairies. She waves the dagger over the box for a few moments, and then points the tip at the top of it. She steps back, and for a moment nothing happens, but then a burst of light shines from the hat, causing a gust of wind, sending the five to look away and duck down. The fairies of Storybrooke are free, now sitting on the ground. Emma, Belle, and Mary Margaret all go to help the Sisters of Saint Meissa up; Emma helps Mother Superior, who thanks her. Emma asks if she's alright, to which Blue replies "no," but that she'd live. The blonde states she should actually be thanking Regina, who then welcomes her back. Mother Superior appears less grateful, but still thanks the formerly Evil Queen. As the fairies all embrace in a group hug, no one notices the black smoke that comes from the hat box, and takes the form of a demon-like creature before flying away.


412 12
Group shot.

In the Enchanted Forest of the past, Rumplestiltskin guides the Queens of Darkness: Maleficent, Ursula, and Cruella De Vil through a cave, where he states the curse is kept there - in Bald Mountain. He goes on to say it's protected by lethal, magic obstacles - obstacles that suit their very specific talents. The four come to a door guarded by blood scarabs, and that the only thing stronger than their venom is their blood lust. "Cruella, I believe with your powers of persuasion, they'll be as harmless as puppy dogs." Cruella wickedly smiles as she approaches the bugs. She picks up one, telling it she has a job for it, and proceeds to breath green smoke in it's face. "Now run along and tell the others." She puts the bug down so it may rejoin the others, and once doing so, all the bugs spread apart, having been influenced by Cruella's magic, and with them all gone, the doors they previously guarded are open. "That's how it's done, darling," she says as the four of them enter. Once inside, the doors close, and Rumple says aloud, "The Dark Curse," which is now surrounded by fire. "Fire, forged through the breath of dragons," the Dark One exclaims, "Maleficent, I believe this is your area of expertise." Rumplestiltskin steps aside as the dragoness approaches the circle of fire.

412 13
Rumple leaves the Queens of Darkness to die.

She raises her arms, using magic to make the fire spiral around her, and is then sucked into her staff. She turns back to the Dark One and exclaims, "Maybe next time something challenging." Rumple ignores this, and turns to Ursula, motioning her to do her part. The Sea Witch steps forward, and her two tentacles extend from her hips, one of which grabs the contained curse and hands it to the Dark One. "This is what you're looking for?" she asks, to which Rumple replies, "Indeed." A loud stomping is then heard, startling the three Queens of Darkness, while in the meantime Rumplestiltskin starts walking away. Cruella asks what is going on, and Rumple turns back, revealing he is leaving with his "prize" while the three of them are about to die. As the three women try approaching Rumple, he puts his hand up, stating he forget to mention there was one last thing guarding the curse: the Chernabog, and ancient demon that feeds on evil - it seeks out the heart with the greatest potential for darkness and devours it. "That's why I really needed you three," the Dark One states with a wicked smile on his face before leaving the Queens of Darkness. The women turn back, and see the Chernabog has risen.

412 14
Rumple is back where he started...again.

In the present day, Cruella drives down a road somewhere in the Land Without Magic, recklessly swerving her car as she does so. "Stop the car," Rumplestiltskin says suddenly. The two of them, and Ursula, get out and approach a tree with a tie hanging from one of the branches. "Here," Rumple exclaims, but Ursula is confused, "What the hell are you talking about? Where is this Storybrooke?" The Dark One states he confesses things aren't quite as he said, to which Cruella replies "For a man whose preaching trust, you are getting off on the wrong foot." Rumple asks if he was completely untrustworthy then would he be telling them the truth now, which is that the town line is 100 yards up the road they are currently on, but that it's cloaked by a protection spell, making it impossible to see or enter. "A town you can't see or enter?" Ursula questions, clearly not believing the Dark One, who promises it's the truth, stating the night he was banished he attached his tie to a tree so he'd be able to find his way home. "Okay let's say you are telling the truth, how are we suppose to cross that line without any magic?" Ursula asks. Cruella then pulls out a gun, aiming it at Rumple, not wanting to play anymore of his games. The Dark One asks for Cruella to put the gun down, but Ursula then kicks his cane out from underneath him, causing him to collapse on the ground.

412 15
Ursula and Cruella decide to hear what the Dark One proposes.

"No more tricks. If we're about to walk into a trap tell us now, darling, because out here you are nothing more than a cripple, a coward, with a real world ability to die." A terrified Rumple agrees to go along with the two women who now have the upper hand, and Cruella asks if he's banished then who banished him and why. "I bet it was his little maid," Ursula exclaims, referring to Belle, then asking Rumple that's why they're here - because of a girl. Rumple states he's there for the same reason they are: for his happy ending, and that is the truth, "And what that is, well, that's my business, just like your reasons are yours." He goes to say all they seek is across the town line, but if they think they can get in and face all the light magic there without him than to be his guest, but if they trust him then they won't just get inside Storybrooke, but they'll be invited. Ursula doesn't seem to believe this, however, as she's doubtful the townspeople would be invited in with the Dark One by their side. As Rumple gets his cane to stand up, he says to the Sea Witch that they will, "because I won't be on your side." Cruella lowers her gun and briefly turns to Ursula and then back, telling him to start talking.

412 16
Captain Swan lovin'.

In Storybrooke at Granny's Diner, Hook stands alone as Emma exits the restroom, who jokingly exclaims to beware of larking pirates, and asks what he's doing. "Just thinking," he answers, to which Emma, again, jokingly remarks, "Larking and brooding, that's a classic combo." She adds that she thinks the heroes can do a little celebrating, and asks Hook to join her at the party. Hook states he's hardly a hero, as the fairies were only in the hat because he put them there. Emma states that wasn't because of him, but because of Gold, and to trust her when she says Hook has a mark in the hero column. "I hope so," Hook exclaims, as Emma pushes him towards the party.

412 17
Blue is questioned about the Author.

Meanwhile, in the main area of the diner, Regina watches as Mother Superior sits in a booth alone. Henry joins her, and motions Regina to go on and ask the Blue Fairy what she intended on asking. Regina does so, and Henry follows; "Excuse me," Regina exclaims, "May I ask you something?" "What can I do for you?" Blue asks, clearly not genuine. Henry sits down next to her, and Regina places the storybook down on the table, asking if she knows what it is. Emma joins them, just as Blue asks, "Where did you get this?" "The Sorcerer's mansion," replies the blonde, going to say Henry found dozens of his blank books there. "The Sorcerer's here?" Mother Superior asks, surprised. Henry states his house is, but they haven't found him yet. Blue questions that they're looking for him. Regina states she was hoping he could write her a happy ending, since the book seems to have great power. "It does," Blue exclaims. Regina begins to think she's sounding crazy, but Mother Superior states otherwise, however, adding that they're looking for the wrong person.

412 18
Here we go again...

She reveals the Sorcerer is not the same person as the Author. Everyone questions why the Sorcerer would have the Author's books, but the Blue Fairy does not know. Regina questions if the fairy knows the Author, but is told otherwise, once again. All she knows is that they are two very different people, and the Author may not even be a "he". Regina sighs, commenting that this is where hope has gotten her. Emma assures the formerly Evil Queen that they will find him, stating he can't have just vanished. Emma asks Blue if she knows anywhere they could find him, to which the fairy replies, "Sadly, no, but there are whispers he left clues hidden inside his different works." "You mean works like inside of Henry's book?" Emma asks. However, before Blue can reply, a loud roar is heard from outside that even shakes the diner. "What was that?" Emma asks, to which Regina asks, "I think we should go outside and see what's killing property values this time." Emma, Regina, Mary Margaret, Belle, and Hook all rush out of the diner where they find the Chernabog atop the clock tower.

Act IV

412 19
Maleficent is the chosen one.

In the Enchanted Forest of the past, the Queens of Darkness are still inside Bald Mountain as the Chernabog rises, roaring at the three women. Maleficent uses her staff to shoot out a purple beam of magic at the demon, but it proves to be useless. The three women all hide behind different rocks as the Chernabog searches. The dragoness points out a crack in the wall, and tells the other two women that they can make it through. Cruella replies that that is easier said than done, adding that the Chernabog doesn't seem to know which one to go after first. Maleficent states it doesn't matter, that once it makes its choice then the other two can get to safety, and work together to save the other. Cruella questions that they're suppose to just trust her, to which the dragoness replies there's a first time for everything. The three women then make themselves known so the Chernabog may take his pick - it chooses Maleficent, who utters, "I knew it," before raising her staff and pointing it at him.

412 20
I feel sorry for the shippers.

Back in present day Storybrooke, townspeople are seen running around in panic as the Chernabog stands atop the clock tower, and begins flying down towards citizens. Emma, Mary Margaret, Regina, Belle, and Hook all take cover behind a car, but once they see the demon flying away, they're able to all get up and run to the other side of a brick wall that is Granny's Diner. "Did that thing come out of the hat? I thought the spell was only supposed to release the fairies," Regina exclaims. Mary Margaret suggests maybe it is some kind of fairy, but Emma questions why they don't put it back in the hat and worry about it later. Belle reveals, however, that once it's free, it can never be re-trapped. "Great, our best defense against a magic beast follows the same rules as chickenpox?" Emma asks, unnerved. Hook speaks up that surely "the Evil Queen and Savior can defeat a simple Hell beast." "Can we drop the 'E' word already?" Regina asks, before turning to Emma and nodding; the two run out towards the middle of the road to make themselves known for the demon while the other three watch.

412 21
Belle knows her place of relevance.

As the Chernabog flies towards them, Emma and Regina both shoot magic from their palms, sending the beast backwards, catching it on fire, but still not enough to kill it, and it simply flies away. "Well that was easy," Emma exclaims, to which Regina replies, "Well don't get excited, we only stunned it, and a blast like that should've destroyed it." As Mary Margaret, Belle, and Hook rejoin them, Emma comments she was just getting use to things being relaxing. Emma turns to Belle, but before she can say anything, the brunette beauty exclaims she'll see if she can find anything about the Chernabog in the library. Emma's surprised to see she knew what was about to be said, and thanks her, then turning to Mary Margaret, who interrupts her daughter stating she'll get everyone to safety. "Wow, you guys really have this down," Emma comments. "Well this isn't our first monster bash," Hook exclaims, walking away. Regina states that now that that's settled, "why don't we clip this bat's wings before it comes back?"

412 22
Regina receives a phone call.

Meanwhile, across the town line, Rumplestiltskin has told the two Queens of Darkness his plan, and holds out his phone, stating all Ursula must do now is hit the call button. Ursula grabs the phone, stating she knows how it works, but doesn't know if she can trust the man whose phone it is. Rumple asks why, since they have his phone, his whole plan, and if they decided to not come back for him at night then he wouldn't blame them. He adds that this is why it's different this time, since his entire salvation doesn't depend on them trusting him, but him trusting them, "Now, are we in this together?" he asks. Ursula looks at Cruella, and then back at Rumple; she answers that he'll find out that night, and with that she hits the call button. After ringing for a moment, the phone is answered. Back in the Mayoral Office, Regina is on the other line with a startled expression on her face. Emma asks what is it, to which Regina replies, "The Sea Bitch." Ursula comments she missed her too, and asks how is she. "Mostly wondering how a plate of under-cooked calamari ended up with the Dark One's cellphone," the formerly Evil Queen replies. Ursula, who now has Cruella up against her ear, listening to the conversation, lies, saying she stole it. "Regina?" Emma asks. Regina then puts the phone on speaker so Emma can listen as well, and asks the Sea Witch where Rumple is now. "If we're lucky probably passed out at the dive-bar where Cruella and I left him." "Cruella?" Regina questions, to which Ursula replies,

412 23
Can't trust no bitches...

"Yes, we're back together. Rumple found us in New York, said he needed some old friends. He told us a tearful tale about how he was living in a quaint little town until he ruined everything, but he said it was a special place where villains could find redemption." She adds that Rumple told them Regina has changed, and now they want to prove to her that they have too. Regina remains silent for a moment, but finally tells them they have enough problems without them. However, a loud roar is heard from outside - the Chernabog is back. Ursula asks if the sound is the Chernabog, to which Regina asks how she would know that. Ursula reveals it made that same sound before trying to kill her, and that she could help them, but Regina finds it too convenient. Emma puts her hand over the phone and asks Regina how they could've done it since they've been living in a Land Without Magic, but Emma realizes it's the hat. Regina finally gives in and asks Ursula what it is the demon wants. "And then you'll let us in?" she asks. However, Regina reveals she couldn't even if she wanted to. "Well then I guess you're on your own," Ursula states, but Emma then realizes - the Snow Queen's scroll - it helped her get into town. Regina agrees that if Ursula's information is good enough then they'll consider allowing her and Cruella into town; Ursula agrees.

Act V

412 24
The start of a beautiful friendship.

"You want darkness? I'll give you darkness," Maleficent says to the Chernabog at Bald Mountain in the Enchanted Forest of the past. She then proceeds to point her staff at the demon and shoot magic at it, while in the meantime Ursula and Cruella start climbing up a rock wall to safety. Realizing she's being abandoned, Maleficent shouts at the two witches that they had a deal. She then continues shooting purple magic balls at the Chernabog, but it doesn't seem to be much help as the Hell bat keeps approaching her, unphased. She finally gives up, and thinking these will be her last moments of life, she utters, "I hope you choke on my bones." As the demon goes to devour her, one of Ursula's tentacles reach down and grab the dragoness, where she's placed safely with them at the top of the cave walls. "Lovely, now I'll never get the smell of fish out of this dress," Maleficent exclaims, to which Ursula replies, "You're welcome." The three Queens of Darkness then look down as the Chernabog roars at them.

412 25
Even Emma ships SwanQueen.

From inside the Mayoral Office, present day Storybrooke, Emma watches out the window as the Chernabog flies around the building. The blonde turns to Regina, stating she doesn't thing the demon is after her. However, the formerly Evil Queen thinks otherwise, going on to say Ursula said it devours the heart with the darkest potential, and since Gold is gone, "Who else could it be? Is there a dwarf named Evilie? It's me." As Regina closes all the office curtains, Emma states they're not just going to sacrifice her, but Regina believes they may have no other choice. Emma thinks for a moment, and then asks, "That thing's magic, right?" Regina confirms this, to which Emma then asks if it's magic then what would happen if it left town for a world with no magic. "No magic, no beast," Regina realizes. "So all we have to do is lead it over the town line." However, the formerly Evil Queen reminds the Savior that the Chernabog withstood both of their powers combined, so even if she did poof herself to the town line, the second she's out in the open it'd crush her like a bug. "Not if you have some help; trust me," Emma replies.

At the Blanchard Apartment, Mary Margaret sits at the bar, on the phone. She appears confused and not very happy, but tells the person on the other line to be careful, and hangs up. She tells David that they've found a way to stop the Chernabog; he says that that's great, but asks why she isn't smiling. Mary Margaret then reveals it's because Cruella and Ursula are there.

412 26

Emma drives her yellow bug down the road and towards the town line; Regina sits in the passenger's seat. The Chernabog flies after them, instead of focusing on that, the formerly Evil Queen asks why she chose yellow as the color of her car. Emma states she likes yellow and that she stole it, then asking if now is really the time to question her taste. Regina apologizes, stating she just doesn't want to think about being a demon's lunch. "You're not going to be," Emma states, to which the formerly Evil Queen replies, "Glad you're confident." The Chernabog lands a top the car and begins hitting the roof. Regina sarcastically asks if the car is made of tin, but Emma tells her to hold on, as they are almost at the town line. The Chernabog bashes the windshield open, so Regina finally decides it's too late and she's not going to let them both "die in this metal coffin on wheels." Emma tries swerving her car a bit to knock the demon off, but it's no use. Regina thanks Emma for trying, but then poofs herself out of the car and at the line. The formerly Evil Queen yells at the demon so it notices her, and Emma speeds up her car before slamming on the brakes, sending the Chernabog flying off, over Regina, and across the line, disappearing into nothingness. Emma gets out of the car and joins Regina, and in front of them and across the line stand Ursula and Cruella at the latter's car. David and Mary Margaret then pull up in a police car; Mary Margaret calls out for her daughter, embracing her with a hug, and David asks if they're alright. Emma says she is, and Mary Margaret exclaims, "So Ursula and Cruella were telling the truth." "It'd appear so," Regina replies. Emma goes to hand Regina the Snow Queen's scroll, but Mary Margaret stops her, stating they may have told the truth this time, but that still doesn't mean they can be trusted.

412 27
Storybrooke gains two new residents.

Emma states this doesn't sound like her mother since she always chooses to see the best in everyone, but Mary Margaret states she's also a realist. David agrees, stating that things were just starting to get normal in Storybrooke. "You too?" Emma questions surprised, to which Mary Margaret replies they don't know anything about the two Queens of Darkness; they could be looking for redemption, or they could be as evil as Mr. Gold or Zelena or worse. "That could be, but they helped us and we made a deal," Emma states. However, Mary Margaret still thinks it's a bad idea since, after all, they're villains. Regina butts in that Mary Margaret is right: they're horrible - but not as horrible as she once was, and if she deserves a second chance then so do they. "How can I sit here looking for my happiness and deny two others theirs?" Emma states that she's with Regina, and proceeds to hand the Snow Queen's scroll over. As Regina heads for the line, Mary Margaret and David look at one another nervously. Regina throws the scroll, which makes a sound as it hits the ground outside of Storybrooke. Cruella turns around and sees it, so she goes to pick it up for her and Ursula. The two women get back in the car, and Cruella holds up the scroll, revealing Emma, Regina, Mary Margaret, and David. The two women then drive in, and Regina exclaims, "Welcome to Storybrooke." Cruella thanks the formerly Evil Queen, stating she won't regret it. Regina replies that she better not, and with that, Cruella continues driving, waving her hand out the window as she does so.

Act VI

412 28
Home, sweet home.

Nighttime has come in the Land Without Magic, beyond the town line, and Rumplestiltskin waits, alone, standing in the dark, beginning to think he's been abandoned by the two Queens of Darkness. As he turns away to hobble back off into the night, having lost all hope, a sound is heard. He looks back, and finds the Snow Queen's scroll on the ground before him. Once going to pick it up and undo the tie, he looks back up to see Ursula and Cruella standing before him. "We're back, darling," Cruella exclaims. "You didn't think we abandoned you, did you, Dark One?" Ursula asks. "Of course not," Rumple replies, stating that they're a team. He then hobbles to the line, but once crossing, he has the ability to fix his limp. Cruella asks what they do now, to which Rumple replies they begin their task. As the three walk to the car, Rumple throws his cane behind him, no longer needing it.

412 29
Plans are set in motion.

Rumplestiltskin, Ursula, and Cruella walk through the streets of Storybrooke where the Dark One tells the two Queens of Darkness to continue repenting for their wicked ways, make friends, form relationships. Cruella asks what it is Rumple will be doing, who then replies that he'll be continuing his work from behind the scenes. Ursula comments that it seems like they'll be doing all the work again, however, Rumple stops in his tracks, and asks the two women how they think they got into town, and how they think the Chernabog was released, "It was me." This shocks the two Queens of Darkness; Rumple continues to reveal he was the Oxford professor who translated the spell for Belle, releasing the fairies, but also the hell-demon, "So I ask you to consider what I can do on the outside, at my lowest point, without magic, and then consider what I'm able to do in here. So maybe we should stop bickering and get on with it." The Dark One goes to say that their team is one member short, and it's time to reunite the band. He then continues walking, followed by the two Queens of Darkness. Cruella and Ursula questions if he doesn't mean Maleficent, stating that she's dead, but Rumple states "not entirely." Cruella asks what that means, to which Rumple states that it means they have a lot of work to prepare. Ursula states she doesn't like it, that they have a bigger problem - Regina. Rumple asks what makes her think that, to which Ursula states the Chernabog was unable to defeat Regina, and no matter how bad Maleficent is, Regina's dark heart is worse. "You are so full of assumptions," the Dark One says to the Sea Witch. Ursula is confused, so Rumple explains the Chernabog did seek out the heart with the greatest potential for darkness, but that it wasn't going about Regina - it was after Emma Swan.

412 30
Henry does stuff.

At Granny's Diner, all that remains is Emma and Hook, sitting at a table and drinking wine; the former watches her son, Henry, up at the bar and reading through the storybook. Hook questions what the boy is up to now, to which Emma replies, "Being Henry. If anyone's going to get that Author out of the book it's him." Hook comments that his girlfriend has become quite the optimist, which surprises Emma. She states she can't really help it between Henry and her parents. "That reminds me, aren't they suppose to be here?" Hook asks. "You're right, I wonder what's keeping them," Emma wonders as she pulls out her phone to call them.

412 31
Mrs. Charming being not so charming.

Meanwhile, in the woods of the town, David's truck pulls up to a stop, and Mary Margaret's phone is heard ringing. She doesn't answer it, however, and she and David both exit the truck, with umbrellas to shield themselves from the rain. They give each other a nod before turning and walking forward. Car headlights flash in front of them, and two figures can be seen also holding umbrellas in the distance. "Well, well, well, look who's here. It's been a long time," exclaims Cruella. "We've got to talk," David replies, to which Cruella then comments, "Oh, so the Prince wants to chat? Okay handsome, talk." As the two couples approach one another, Mary Margaret speaks up, stating that this is their town, and if they've really turned over a new leaf then they're welcome to stay. "My, aren't you generous?" Ursula sarcastically remarks. "On one condition," Mary Margaret exclaims, going on to say that no one must know what happened between them in the Enchanted Forest, and if they say one single word to anyone, especially Emma, "Well you won't have to worry about the Evil Queen. I'll rip out your hearts myself."


412 Title Card




The return from the break saw a improvement in the numbers, placing a 2.2/6 among 18-49s, with 6.66 million viewers tuning in.


The episode was met with positive reviews.

  • Amy Ratcliffe of IGN gave the episode a great review: "Once Upon a Time started the back half of Season 4 off on a strong foot. The appearance of Chernabog was brief but put a few different plots in motion, and besides the flashy aspect of introducing new villains and creatures, tonight's episode featured some quieter, gratifying scenes between series regulars."[2] Ratcliffe gave the episode a 8.5 rating out of 10.
  • Hilary Busis of Entertainment Weekly noted, "On one hand, it’s exciting to see the show get back to its roots by introducing characters from stories older than the year 2013. On the other, Once has never exactly suffered from a dearth of characters, and it seems like it’ll be impossible to give each of these ladies the attention they deserve when they’re all constantly fighting against one another—not to mention the billions of other personalities already in Once’s Disney vault—for screen time."[3]


Gallery of photographic stills released to promote the episode.

External Links


  1. Adam Horowitz tweet.
  2. Once Upon a Time: "Darkness on the Edge of Town" Review, by Amy Ratcliffe, IGN (March 1, 2015)
  3. "Once Upon a Time recap: 'Darkness on the Edge of Town'", by Hilary Busis, Entertainment Weekly (March 1, 2015)
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