For the character, see Lily Page.

Once Upon a Time 4x19
April 26, 2015
Running time
Production code
Flash sideways
Viewers (mil)
Centric characters
Centric character
Other backstory characters
Other backstory character
Directed by
Cast Featured
{{{cast featured}}}
Also Starring
Special Guest Star
Archive footage

"Lily" is the 85th episode of Once Upon a Time.


The savior's potential for darkness is looming over everyone, but when she realizes that Maleficent's daughter is in fact Lily, her closest friend from her days in foster care, she resolves to find her and reunite her with her mother. Regina joins forces with Emma and together they set out to track Lily down as well as warn Robin about Zelena; however, neither of them is prepared for the harsh realities they'll encounter in the outside world, while Gold faces a crisis involving Belle back in Storybrooke. In a foster care flashback, things are looking up for young Emma with her new family until an appearance by Lily threatens to destabilize everything.


Previously on Once Upon a Time...

After Emma and Lily meet as children and escape from the latter's father, they introduce themselves. ("Breaking Glass") Zelena gloats to Regina about how she is posing as Robin's wife, Marian. ("Heart of Gold") Rumple threatens Regina, warning he'll get Zelena to kill Robin. ("Heart of Gold") After using Belle's heart to make her say horrible things to Rumple, she tells her to go home and forget it happened. Regina threatens to kill Belle if Rumple warns Zelena about her coming to New York. ("Sympathy for the De Vil") Cruella holds Henry at gunpoint and has a stand off with Emma. ("Sympathy for the De Vil") Snow and Charming discover that Cruella cannot kill anyone, meaning Rumple wants Emma to kill Cruella. However, before they can stop their daughter, they're too late. Emma pushes Cruella off a cliff with her magic to save Henry. ("Sympathy for the De Vil")


419 01
The Apprentice seeks advice from the Sorcerer.

In the Enchanted Forest that was, the Sorcerer's Apprentice rushes down the steps into the Sorcerer's lair, where he approaches a cauldron in the middle of the room. Fire magically lights underneath it and the apprentice anxiously watches as a magical blue cloud forms in front of him, "What brings you here?" the deep voice of the sorcerer calls out from the smoke, leading the apprentice to explain that the Author has violated the rules and changed things. He goes on to explain that the author made him channel the savior's potential darkness into Maleficent's child before insisting there must be a way to undo it. The sorcerer states that there isn't, as what's done is done, so the apprentice questions what happens about the girls now and their fates. The sorcerer explains that their fates shall remain entwined as they always were and always shall be, the apprentice sadly accepts this. The sorcerer then explains that their new concern is the author, but the apprentice explains that he sorted that issue out and their mistake has been rectified as he's in the book, where he can no longer alter their world, just simply record it. The sorcerer demands that the apprentice make sure there's no more damage and that the author never be allowed to toy with fate again.

419 02
A funeral is held for Cruella De Vil.

Back in the present, in Isaac is stood in Storybrooke's graveyard as he looks down at a tissue from the club he and Cruella visited with a kiss mark with her lipstick on it. He places it onto her coffin and then watches mournfully as it's lowered into the ground. "I'll miss her", he tells Rumple, who is stood beside him. He explains that she was good to him "in her own way" and she made him who he is. Rumple states that someone had to die at the savior's hands, sparking a negative glance from Isaac, who asks "Did they?". Rumple explains that they won't have what they need to rewrite the book and secure their happy endings until Emma has completed her journey. He tells the author that she's taken her first step down a dark path, so now they have to make sure she stays on it for both their sakes. With that, the two men look over to the outskirts of the graveyard, where Emma Swan is stood watching them both, staring at them intensely.


Act I

419 03
Maleficent asks for help finding her daughter.

"I'm going after Gold. He made this happen, he needs to answer for it" Emma, referring to Cruella, tells Snow, Charming, Regina, Henry and Hook who are sat in Granny's Diner. Hook and Charming warn Emma that Rumple wants her mad, but she insists even though she is angry he won't get what he's after; she points out that wanting to change what happened with Cruella is regret, not darkness. She states that they need to focus on stopping Gold and the Author from doing any more damage. "I might be able to help with that" Maleficent says from behind, having just entered the diner and startling all the "heroes". She says that they have a common foe; Rumple. A confused Charming points out that he resurrected her, but she states it was to help himself and Cruella's death only confirmed that. Hook realizes she wants to turn on him before he turns on her and Regina smiles, claiming she knew he couldn't "keep the dragon on her leash for long". Snow asks the witch what she wants, but Maleficent says she wants nothing from her, just her daughter, who has a talent for finding people. Emma asks who she wants found, so Maleficent tells her she wants to find her daughter, shocking everyone in the room. "She's alive?" Snow gasps, so the witch confirms that she survived the journey to this land that they sent her on. She asks what better way to stop Rumple getting what he wants than to leave town and help her. Emma states that she won't run from Gold, but Maleficent tells her that it's just hindering him. Seemingly agreeing to help, Emma asks the mother what she knows about her daughter, so she explains that she only knows what Rumple showed her, that she was banished to this world thirty years ago to a place called Minnesota where she was adopted by a couple and they named her Lilith. A look of shock comes across Emma's face and she utters "No...". Sensing something is wrong, Hook asks what it is, but the horrified savior simply runs out of the diner.

419 04
Emma makes a discovery.

A while later, Emma is at the Sheriff's Office looking through old newspaper clippings on a projector screen. She flicks through dozens of old black and white newspaper clippings until she eventually comes across one that she's looking for. It has a picture of a baby on it and it says the name of the child is Lilith Page. The article explains how her adoptive parents, James Page and Priscilla Page had her baptized. As Emma examines the article, she notices the birth mark on the baby's wrist and sees it is a star...the same as her old childhood friend. "Lily..." she utters, realizing her friend is also the daughter of Maleficent.

Mankato, Minnesota

419 05
Emma runs into an old "friend".

In her latest foster home, Emma is seen packing a backpack for a trip she and the family are going on while her two younger foster brothers, Zach and Max fight over something in the background. As the mother, Katie, stops the boys from fighting, the father, Bill asks Emma how it's going. She tells him it's good, but when she looks at a list, she questions what "G.O.R.P" is. Katie tells her it means "Good old raisins and peanuts". One of the boys asks Emma if she has never been camping before, so Bill gently explains that not everyone was lucky enough to grow up the way he and his brother have. He then tells Emma that he's pleased she'll be spending her first family vacation with them; she tells him she's pleased too. She suddenly realizes that she almost forgot the sleeping bag so she heads into the garage to get one. As she is about to grab one, she hears a noise from somewhere in the garage. She grabs a baseball bat and approaches the noise, but is shocked to discover it came from Lily, who is hiding behind a blanket. She questions what she's doing here, so Lily, knowing she's the last person Emma wants to see right now, explains that she didn't have anywhere else to go. Emma asks what happened, so an upset Lily tells her it's bad, and although she knows she's lied to her before, she really needs her help. Emma asks why she should help her, so Lily tells her because she's in big trouble. "You once said we'd be friends forever, did you mean it? Cause I did" she says with sadness in her eyes. Before Emma can respond, Bill enters the garage and asks Emma who the girl is. The blonde introduces her as Lily, her friend. Bill points out that she didn't say she had any friends in the neighbourhood, so Lily lies that her foster family just moved her so she thought she'd surprise her. Bill asks the brunette if she'd like to join them for dinner; she smiles happily.

419 06
Regina proposes a road trip with Emma to New York.

Back in Storybrooke, Emma is sat watching the newspaper clipping on the projector in shock when Regina comments from behind her that fate is a bitch. After realizing that Emma knows this girl, she asks how. Emma meekly responds that she was her friend, so Regina realizes it was the one she told her about, whom she pushed away. Emma asks how it's possible that out of all the kids in the world, the one she ends up friends with is the one her parents banished. Regina explains that there are powers beyond their understanding and her parents messed with them, "So the only friend I ever had wasn't even my friend by choice" Emma says, even more disheartened. Regina says she knows it hurts as she's been there too, asking if it was a coincidence that she just so happened to adopt the savior's son, explaining that their actions are their own, but fate pushes them, so maybe it's time to push back. Emma asks how, so Regina points out that she has to go to New York to rescue Robin from Zelena and she has to find Maleficent's daughter to redeem her parents and show Rumple that he's wrong and cannot change her. She asks if they should help each other, so Emma questions if it'd be like a road trip. Emma insists that she doesn't need a babysitter, but Regina confesses she needs her because she lived in New York, whereas she's barely been outside of Storybrooke. "How about it, Swan? How about we make today the day we both beat fate" she tells Emma with a smile. Emma looks towards Regina, seemingly accepting the idea.

Act II

419 07
A brief conversation is had.

Isaac enters the car Rumple is parked and waiting in, asking "You're letting them leave town?" in a shocked tone, referring to Regina and Emma. Rumple explains that it doesn't matter where the savior turns dark and that the mission she's going on will probably turn her faster than they ever could. He then looks across the street to see Belle and Will walking on the side walk, happily talking to one another. He excuses himself, stating there's something he needs to take care of, before exiting the car and heading in the direction that the happy couple went in.

419 08
Captain Swan say goodbye.

Outside the town hall, Emma, who is preparing to leave town, hugs Henry and tells him to be good, promising to see him when she gets back. He heads over to Snow and David, who are watching by the side, and then Hook approaches Emma, telling her to be careful. He advises her, as someone who started on the side of good and turned dark, that she must resist the darkness even though it's tempting. Emma asks why he couldn't resist it, so he explains that he didn't have anything to live for, whereas she has her parents and Henry. "You" she adds, making him smile, telling her that she's what is keeping him on his path now. The two kiss, just as Regina exists the town hall, ready to leave. Snow steps forward, wishing to speak with her daughter, but Emma bluntly tells her to look after Henry; David simply assures her that they will. As Regina hugs her son, Emma asks the former mayor if she got what they needed. Regina reveals she got the Snow Queen's scroll in case they have trouble getting back into town. Ready to leave, the two get in Emma's car.

419 09
The idea of fate scares Emma.

Once inside, Emma gets a message, leading to Regina to ask if it's about Lily. The blonde confirms that one of her contacts found an address, but it's five years old. Noticing something is wrong with Emma, Regina asks what's up, so the blonde explains the address is in Lowell, Massachusetts, which is close to Boston, where she lived five years ago. She points out that she and Lily grew up together in Minnesota and ended up living less than an hour away from each other as adults, leading Regina to bring up fate again and say they're connected and being pushed together. Emma accepts that it may have been that way as kids, but the last time they saw each other she was the one who pushed her away. Regina asks what exactly happened between the two of them, but an uncomfortable Emma refuses to answers, so she instead starts the engine and begins driving away.

419 10
The perfect family.

"We are thankful Lily could join us to be our guest and let these gifts to us be blessed" Bill says in a flashback as the entire family and Lily sit around a dining table, saying grace; as the family says grace, Lily examines the home she's in. After saying "amen", Katie hands Lily a bucket full of chicken, apologising for the takeout. Lily assures her it's fine and comments on the house, stating Emma is lucky to be living with them. Bill says they're lucky to have Emma in their family, making the blonde smile. As food is passed around the table, Lily's birthmark becomes visible and Max asks what it is. Bill tells his son he's being impolite, but Lily assures him it's fine before explaining that it's just a birthmark before awkwardly covering it with her sleeve. Katie asks Lily about how she and Emma met, wondering if it was a group home. The brunette confirms that it was and they became instant friends, sparking a reaction from Emma, who knows she's lying. Bill says it's a shame they were split up and Lily agrees, claiming that Emma was the first person who understood her, like they were meant to come into each other's lives.

419 11
Lily's crime is discovered.

An uncomfortable Emma asks for seconds and leaves the table, being shortly followed by Lily. Once away from the table, Emma asks her ex-friend what she's doing. Lily tells her she's making a good impression, but Emma points out that she's lying about how they met. "Would you rather I told them the truth?" Lily asks, reminding her that they were shoplifting. Emma tries to defend her actions by claiming she was hungry, but realizes that's beyond the point before telling Lily she's in a good situation and she doesn't want to mess it up. Lily understands, stating it's nice here. The two girls suddenly turn to a news report that's on about an armed robbery with masked criminals. When the camera freezes on one of their faces, Emma recognizes it to be Lily. "I can explain..." she says, knowing she's been caught.

Lowell, Massachusetts

419 12
Emma snaps.

Back in the present, in a run-down apartment complex in Massachusetts, Emma and Regina make their way through the dirty halls. When an ill looking man walks past them, Regina, in disgust, questions why she bothered creating Storybrooke when she could have just cursed everyone to live here. Emma proceeds to knock on a door, but the landlord comes out of another room, curious to what she wants. Emma explains that they're looking for Lilith Page and asks if she's around. The landlord explains that she hasn't been around for a few years, so Emma asks if he knows where she's moved. The landlord bluntly reveals that she's dead, shocking Emma. He explains that she was in a car crash and he's pretty sure she was drunk. He then tells Emma that nobody misses her since she was a weird one who had a personality you'd want to stay far away from, "A real loser" he finishes. This enrages Emma, who grabs the landlord and pins him up against the wall, "She was my friend" she snarls at him, clenching her first. Regina holds Emma back, calming her down and telling her it's not worth it. Emma releases her grip and the man drops to the floor, gasping for air. Regina asks her friend if she's okay, but the blonde coldly tells her that she's "absolutely fine" before walking away in anger.


419 13
Rumple demands help from Will.

At Mr. Gold Pawnbroker & Antiquities Dealer, Will is helping Belle put on her coat when she turns to him and asks if he's sure he doesn't mind she's leaving, as Snow and Charming need her to watch the baby for a while. The two kiss before Belle leaves the shop, leaving Will alone. Suddenly, Rumple appears from the back room and darkly tells Will that when he walks into a man's home, you should ask if you've been invited. He approaches Will, who asks Rumple to "get on with it" if he's come to hurt him, but he warns that he's scrappy. Rumple tells Will that he may be of some use to him, as he's a thief and he needs something stolen. Will asks what it is, so Rumple explains it's Belle's heart. Will jokes that he's already in the process of doing that, but this angers Rumple, who approaches Will even further and tells him that as close as he thinks he's grown to Belle, he's clearly not close enough to realize the truth, that her heart is gone. Will asks if it was ripped out of her chest and who would do that, Rumple tells him it was Regina and she's got Maleficent guarding it in the mayor's office. He tells Will that he needs him to go and get it back, but Will says it's not likely that he'd give it to him. Rumple then slams Will against the door and tells him he's mistaken, warning him that he's not asking.

419 14
A fate wolf appears.

Outside Storybrooke, Emma and Regina are driving in the former's car when the latter asks if she wants to talk about what happened, but she quickly responds "nope". Regina points out that she nearly put the man through a wall, but Emma assures her that, despite what she thinks, she wasn't turning dark, she was just mourning a friend. Regina asks the blonde if she knows she's not responsible for what happened to her, but an upset Emma asks if she's sure, as she heard that Lily's life was dark, and that darkness was meant for her. As she continues talking, Regina suddenly screams out for Emma when she notices a wolf stood in the middle of the road. Emma slams on the breaks and the car swerves off the road, but it stops safely. Once stopped, Emma looks over to the wolf, which runs away, going past a sign for a gas station and diner nearby. The two women get out the car and a puzzled Emma points out that this has happened before, with a wolf being in the road and an accident. Regina tells her to stop over thinking as she kicks the punctured car tire, "It's not fate, it's just a flat, we need a new tire" she says. She then tells Emma that unless fate wants Emma to go to the Coffee Mug Diner, they should chalk it up to "accidents will happen". "I'll get a tire, you get some coffee" Regina says before walking in the direction of the diner.

419 15
Emma spots a star.

A short while later, Emma and Regina reach the Coffee Mug Diner and gas station. As Regina goes to get a tire, Emma enters the shop, casually greeting the waitress and ordering two coffees and two packs of Advil. As the waitress pours the coffees, she asks Emma if she's had a rough day. "You don't know the half of it" she says before suddenly noticing something on the waitresses wrist..a star birth mark. The waitress is Lily. She doesn't say anything, she just watches the girl, noticing she is wearing a name tag that has the alias "Starla" on it. When she leaves to get the Advil, Regina enters and explains that the car is being towed in. Emma is speechless as she's in shock, so Regina asks what's wrong. "It''s her" she says meekly.

419 16
Lily tries to defend her actions.

In a flashback, Emma rushes into her family garage, shortly followed by Lily, who insists the robbery was her boyfriend's idea as she thought they were only making a snack run and then the next minute he handed her a gun and told her to watch the door. A furious Emma tells her that she didn't have to go along with him, but Lily understands this, claiming that every decision she makes seems right, but is wrong. Emma orders her to leave as the police are probably looking for her, but Lily explains that she's her only friend and she doesn't have anywhere else to go. Emma tells her she can't stay and offers to give her some allowance she has saved, which will be enough for a bus ticket. Lily says she can't leave without her stuff, which is at the house she was squatting in with her boyfriend. Emma tells her to forget it and forget him and she'll give her some clothes. Lily states that a necklace that belonged to her birth mother is there so she can't leave it behind, because it's all she has of her. She begs for help, claiming she'd go on her own but her boyfriend is the last person she wants to see right now. A frustrated Emma agrees to get the necklace, but tells Lily once she has it she's gone. Lily is hurt and upset by Emma's harshness.

419 17
Lily discovers who she's talking to.

Back in the present, Emma leaves the Coffee Mug Diner to find Lily sat outside. Playing dumb, she calls her Starla, so the waitress asks if something is wrong, wondering if she brought decaf by mistake. Emma suddenly tells the brunette that her name isn't Starla, but actually Lily. Confused, she asks how she knows that, so Emma grabs her friends wrist and explains she showed the mark to her a long time ago in Minnesota. Lily realizes that she's talking to Emma, who reveals that she thought she was dead, "What the hell happened to you?" she wonders. Lily explains that she got into trouble with some bad people a couple of years ago and she needed a fresh start. She points out that she's been careful so wonders how she found her; Emma tells her it was fate. Realizing she may sound crazy, Emma reminds Lily of how she used to say they were connected and something was pulling them together. Lily shrugs it off as something stupid teenagers say, but Emma supposes she was right and there may be a reason her life has gone downhill since they met and all her problems aren't her fault, but her own. Lily tells her friend she sounds crazy, but Emma promises that she can explain if she comes with her. Lily assures her friend that she has moved on and is fine now before trying to walk away.

419 18
Emma tries to make up for her past mistakes.

Emma points out that she's leaving in the middle of nowhere under an assumed name, offering to help. Lily says she doesn't need help because her life is awesome with her daughter and husband. As a school bus pulls up at the diner, Lily tells Emma that the last thing she needs is for her to come back into her life and blow it up again. She excuses herself to Emma, explaining this is her daughter's bus. As she walks away, Emma apologizes for "everything". Lily tells her she doesn't need to because they were kids, "And to be honest, I haven't even thought about you in years" she states. Lily then heads to the school bus and begins talking to a little girl, her daughter, just as Regina arrives, explaining the car has been fixed. Judging by the look on Emma's face, she realizes the waitress was Lily. As the two women watch the mother and daughter, Regina comforts Emma with the fact she didn't ruin her life after all. Meanwhile, Lily asks the little girl if she knows her from the diner, revealing it's not actually her daughter. The little girl smiles with confirmation, so Lily promises free burgers for a week if she takes her hand and walks around the corner with her. The little girl agrees and then the two leave, tricking Emma into believing they're a happy family.

Act IV

419 19
Snow and Charming come to apologize.

In Storybrooke, Maleficent is sat waiting in the mayor's office, holding her daughter's rattle, when Snow and Charming enter through the door. She tells them both to leave as she doesn't want to see them. David asks her to hear them out, leading Snow to confess that they've been so concerned about earning Emma's forgiveness, they forgot the person they hurt most. Realizing they're here to apologize, Maleficent tells them it's not her forgiveness that they really need, "Your daughter..." Snow realizes. Maleficent points out that she was an innocent, so it's her they need to apologize to. The couple promise they'll do whatever it takes to make it up to her, so the witch asks if they think that'll be enough. She goes on to explain that they've been so worried about Rumple turning Emma into a monster, that they forgot that's exactly what they did to her Lilith, "So if I won't forgive you, why should she?".

419 20
Emma doesn't believe Lily.

Back at the Coffee Mug Diner, Regina approaches Emma, who has just exited the diner after obtaining Lily's address from her time card. Regina points out that Lily didn't want help, but Emma explains that she was lying. Regina then points out that she saw Lily with her child, but Emma calls her "a child", revealing that she was lying. She tells Regina that Lily has always lied, so questions why she'd be any different now. Sensing something is wrong, she promises to find Lily and help her get back to her mother. The two women then enter their car.

419 21
Emma's family life is ruined.

In a flashback, Emma enters a run down house that is full of litter and covered in graffiti. She makes her way through the mess and approaches a bag, which she pulls a necklace out of. She looks at the necklace which has a moon shaped decoration on the end of it.
A while later, after arriving home, Emma quietly enters, slowly closing the door behind her. She tiptoes through the house, whispering for Lily, but she is soon stopped when the lights turn on and her adoptive parents, Bill and Katie appear, asking where she's been. She lies that she was in the garage looking for a lantern before asking where Lily is. Katie says they were hoping she could tell them that before Bill reveals that she stole their vacation money. A shocked Emma realizes that's why Lily sent her to get the necklace, so she'd be out the house. She promises that she had no idea, but Bill goes on to explain that they called her social worker and discovered that they were never in the same group home and they know each other because they were caught for stealing. Emma insists that she can explain, but Bill tells her they called the police and found out that Lily is a suspect in a robbery. Emma reveals that she knew and that's why she told her she had to leave. Katie and Bill are horrified to learn that Emma knew and the latter asks how she could bring a criminal into their home, endangering "our children". Emma is hurt that he'd call them "our children", so Katie tries to explain that he didn't mean it like that. An angry Emma says he meant it exactly like that before barging past them and heading for the door. Bill tries to call out for her, but she ignores him and leaves.

419 22
Lily's secret is discovered.

Back outside Storybrooke, Emma and Regina arrive at a run-down trailer park and enter the house which belongs to Lily. After noticing there's no children stuff or a sign of a husband Emma realizes that she was right. As they search around the house, Emma says she can't blame Lily for running off as she was about to tell her she's Maleficent's daughter. Regina says it might have been tough to swallow, so Emma reminds her of how hard it was for her to believe, even when she was in Storybrooke. They continue searching until something attracts Regina's attention, "Emma, it might be simpler than you think" she says as the two women look at a board full of maps looking for Storybrooke and information on fairytale characters, mainly Snow White, Prince Charming, Maleficent, the Evil Queen and the Author. Emma realizes that she knew and Regina points out that she was looking for her, pointing towards a picture of Emma as a child. Emma corrects that she was looking for her parents, noticing pictures of Snow and Charming with red crosses over them. "She wants revenge" Emma realizes before the sound of an engine revving is heard. The two rush outside to see Lily speeding away in Emma's car. Emma tries to stop her, but fails. Regina reminds Emma that the scroll is in the car in a panic, so the blonde grabs a nearby wrench. Regina asks what she's doing, so Emma tells her that Lily ruined her life with a family once, so she's not letting it happen again. She smashes the window to a car, and after both women are inside, they speed after Lily.

Act V

419 23
Maleficent is unaware that she's being robbed.

In the mayor's office in Storybrooke, Rumple approaches the office door, only to be greeted by Maleficent, who asks if he's looking for his wife's heart. She tells him to come inside and get it, but an distrustful Rumple smiles and gentle taps the doorway, revealing a powerful magical barrier, "I'm smarter than that, dearie" he comments. The witch tells him their work together is over as Regina and Emma are collecting her daughter as they speak, she'll soon have her back and the savior will be just fine. Rumple questions if she ever thought that Lilith might be the one to keep Emma on her dark path, that the two people tied by fate might find a way of "entangling themselves". Keeping a strong face, Maleficent tells him he can try to scare her all he wants, but she won't return his wife's heart. Rumple laughs and tells the witch that she's misunderstood, for her already has it. He points behind her and then Maleficent turns to the sound of rustling. She sees Will Scarlet quickly escaping from the office window with the box containing Belle's heart. Rumple tells a frustrated Maleficent that Regina's protection spell may keep him out, but not the common thief.

419 24
Emma shows more darkness.

Back outside Storybrooke, as Emma and Regina chase down Lily in their stolen car, the former tells the latter that Lily is ruining her life yet again and now she's going after her parents. She insists that she has to stop her, so an angry Regina assures her that she will, but warns her not to go in with a head of steel or else she'll do something she'll regret. Thinking she's a hypocrite, Emma asks what Regina's plans for Zelena are, sarcastically asking if they'll have a nice chat over tea. Regina claims that it's different, but Emma asks how, because if she lays a hand on Robin then she'll destroy her, which is what she'll do to Lily. An uncomfortable Regina warns Emma to be careful, "You're starting to sound like..." she says, before being cut off by Emma, who asks if she's sounding like a villain. She explains to Regina that this is the real world and there's no such thing as heroes and villains, just real people with real problems. She then sternly tells Regina that if she's going to try to stop her then she can find her own way to New York. Regina looks at the angry Emma with concern.

419 25
Emma scolds Lily.

In a flashback, Emma is sitting at a bus stop after running out of her latest home. She waits in silence until a voice suddenly calls out her name, she turns to see a smiling Lily. "Of course you knew were to find me" she sighs, frustrated, telling Lily she knew her stunt would get her kicked out. She warns Lily to stay away from her, but the smiling Lily asks if that's how she says "thank you". "For what? Ruining my chance to be a part of that family?" she asks, but Lily tells her she set her free, and with the cash she stole they can go anywhere. Emma insists that she wanted to stay there as they cared about her, but Lily points out that the moment they found out the truth they turned on her, so they're frauds. Emma calls Lily the fraud as she plays the orphan card, but she has no idea what it's really like. She tells the girl that she thinks it's fun to pretend to be a runaway, but this is her life.

419 26
Lily is abandoned, yet again.

Growing upset, Lily insists it's not like that, but Emma ignores her and throws the necklace she collected at her, telling her to go back to her Lake House, credit cards and family. Lily begins crying and explains that she can't go home as they kicked her out. Emma doesn't believe her, but she insists it's true. She goes on to explain that she doesn't know how to explain it, but ever since Emma left, everything has gotten worse and her life, no matter what she does, is just wrong. Emma tells her to make better choices, but Lily insists that she does, but every time she tries it just blows up in her face like she's cursed. Emma tells her she's being stupid, but Lily promises it's true; she tells Emma that her whole life is darkness, but when she's around, things are brighter. She begs Emma not to walk away, but the blonde states she's done helping her, "I'm better off alone" she says before getting up and walking away. A heartbroken Lily is left at the bus stop alone.

419 27
Lily threatens Emma's parents.

Back in the present, Lily is driving Emma's car down a long road when suddenly Emma and Regina, in their stolen car, come speeding up behind her. "There she is" Regina points out, causing Emma to drive even faster. Lily notices the car approaching her and then begins swerving in the road so she can't be overtaken. However, Emma manages to sneak past and she stops her car in front of Lily, causing her to stop too. The three women get out their cars and then Emma runs up to Lily, revealing she knows that she knows "everything". She asks if she knew they were kids, but Lily promises she didn't, but she does now as she learned it all. Emma asks how, but Lily tells her it doesn't matter because it doesn't change anything. "You screwed me over before we were even born" she snarls, leading Emma to point out she had no more say in it than she did. Lily explains that her parents did, and begins to say what she'll do when she arrives in Storybrooke, but Emma roars not to lay a hand on them, pushing her to the ground.

419 28
Will Emma choose the dark side?

Lily asks how she'll do that without her magic, getting up and punching the blonde in the face. Suddenly, lightning strikes in the sky and the lights on Emma's car pop...the connection between the two women is strong. Lily tells blonde her parents are monsters as they banished her, and put Emma in a wardrobe, "And now here you are, ready to die for them because you're so perfect" she yells, telling Emma there's only one way to stop her and she knows it. Lily leaps at Emma, grabbing her, but the blonde throws her to the ground and pulls out her gun. Lily smiles when she sees the gun and comments that it makes sense for it to end this way. Emma explains that she's trying to stop her from doing something she'll regret, but Lily points out that she can't because, thanks to her, she's hard-wired for bad decisions. She tells Emma to put her out of her misery as they both know her life isn't worth saving, and if she lets her go, she'll destroy everything.

419 29

She continues to taunt Emma into killing her as a nervous Regina watches helplessly nearby. Lily then holds out her arms, ready to die, but Regina tells her to put the gun down, because if she pulls the trigger she'll be the one who ruins her life, and Henry's, and her parents, and everyone else's. Emma states that she has to protect them, so Regina tells her to lower the gun in order to do so. The mayor tells the blonde her parents need a hero, not a murderer, but Emma points out that she's already a murderer. Regina insists that Cruella was an accident, but if she crosses this line it'll be hard to go back, "Trust me, I know". She reminds Emma that this is what Rumple wants her to do, so she shouldn't do it, "Emma, you're better than this". Emma continues to hold the gun in Lily's face...and after a moment of consideration, she lowers the gun.

Act VI

419 30
The Apprentice reveals Lily's past.

In a flashback, Lily is riding a bus through Pittsburgh, Pennsylvania at night time. As she holds her moon shaped necklace and looks at it sadly, a man beside her compliments it. She thanks him, not even turning to face him, but when he asks if she's ever noticed how it compliments the star shaped birthmark on her wrist, she asks him how he knew that. Now facing him, it's revealed that he is the Sorcerer's Apprentice. He tells her he knows a lot of things, referring to her as Lilith. This startles her, but he tells her not to be afraid as he can see she has many questions, which luckily he has the answers to. "Answers?" she wonders, leading the apprentice to explain they're about who she is and why her life has always felt "wrong". Lily asks him who she is, so he tells her she's "a victim of the unfortunate vagaries of fate", for which he's partially responsible. He comments that he shouldn't even be telling her this, but she simply calls him crazy. The apprentice reveals that she's not as responsible for her misery as she may believe and life will only get harder, so he owes it to her to tell her the truth. Tired of riddles, Lily asks him what the truth is, "Let's start with the necklace" he suggests, telling her it isn't exactly a stone, but it did belong to her mother, "Would you like to hear about her?" he asks, sparking a reaction of curiosity from the girl.

419 31
Friends again...sorta.

Back in the present, Emma and Lily are sitting on some nearby piping, calming down after the events that just happened. The brunette asks the blonde why she didn't kill her when she had the chance because she would have. Emma says she'd like to think she wouldn't have, but Lily says that's the whole point of "savior" and "anti-savior"; Emma tells her to not call herself that. Suddenly, Regina approaches the girls, having just been on the phone, and reveals that she just lost her leverage over Rumple, so they have to get to Robin Hood now. She heads to the car and Emma stands up to follow, stopping to ask Lily if she's coming. "You still want me to?" Lily asks, leading Emma to confirm she does as she's not pushing her away this time. She holds out her hand and Lily takes it, standing to her feet. The women head to the car.

419 32
Belle's heart is torn.

Back in Storybrooke, Belle is sorting through stuff at Mr. Gold Pawnbroker & Antiquities Dealer when Will enters, pleasing her. She shows him some food she got for him from Granny's Diner, but will seems distracted and anxious. She asks him if something's wrong, so he reveals he has something to show her. He opens the box he stole and shows her the enchanted heart inside. An emotional Belle asks if it's hers, so he confirms it is and Regina took it. "Why would she want my heart?" she asks, leading Rumple to reveal himself from the back room and explain that she wanted to use her as a pawn against him. Backing away from him, she asks what her husband is doing here, so he explains that he wanted to be certain she got her heart back. A confused Belle asks the two men if they were working together, so Rumple reveals that they have one thing in common; they care for her. As Rumple approaches Belle and Will backs off, he says he has to say something, however, she says she's not sure if she wants to hear it. He tells her he's not asking for forgiveness, confessing to deceiving her every day of their marriage when he should've been trying to make her happy. He goes on to say it's now too late and his heart is nearly black, so if he continues hurting her then there's no hope for him. He then takes her heart out the box and tells her he'll return it to her, but Will will be the one to protect it as he's proven unworthy. Rumple then places her heart back into her chest before saying "goodbye". As he walks out the shop, a saddened Belle watches him, clearly still having feelings for him. Will takes her hand, but she lets go of him and steps closer to the door, watching it with sadness.

419 33
Robin and Regina are reunited.

In New York, Regina is loudly knocking on the apartment Robin is staying out, calling out for him with desperation. When he opens the door, puzzled, a relieved Regina embraces in a hug with him. He asks her what she's doing here, but she simply tells him she missed him, "And I you" he replies. He asks again why she's here, noticing Emma and Lily, so Regina tells him she can explain, but first asks where Marian is. He explains that she's at the store, pleasing Regina, who says there's time. Rushing him inside, she tells him they have to act fast, so he asks what this is all about. Regina reveals that Marian isn't who she says she is; she's her sister, Zelena. A confused Robin points out that she's dead and they all saw that, but Regina explains that she somehow tricked them and went back in time. She goes on to explain that she went back in time to kill Marian and take her place in order to get back at her.

419 34
"Marian" drops her disguise.

A horrified Robin, in disbelief, says this is madness. Suddenly, from the doorway, "Marian", having returned from the store, asks Robin what's going on and what Regina is doing here. Regina tells Zelena that it's over as she told him everything. Acting dumb, Marian rushes to Robin's side, acting scared and asking what she's talking about and who Zelena is. Robin tells Regina that she's scaring Marian, but this pleases Regina, who asks where the magic is because she must've brought something to make this "glamor" work. Regina roars for her to show it or else she'll rip her apart until she finds it. Robin calms Regina down, accepting that this current situation is hard for everyone, but he's with Marian now. "Actually..." Marian says with a wicked smile, stepping back and pulling out the necklace which is changing her appearance. "Not exactly" she says, changing into her true form...Zelena. Robin is startled and Lily is shocked by her first encounter with magic.

419 35
Zelena is revealed to be pregnant.

"Hello, dear husband" Zelena greets him, mortifying him. Meanwhile, Lily asks Emma what just happened; the blonde tells her it was magic. Regina turns to Robin and explains that they have to get him and Roland out of here, but when he doesn't move, she becomes confused and tells him to get Roland and leave. When he still doesn't move, Zelena comments that he still wants to stay. A frustrated Regina asks the thief what he's doing, telling him to leave again, but he insists that he can't. She continues to urge him to leave, but he turns to Zelena and states that he can't leave her here. "What?!" Regina asks, utterly baffled. Zelena approaches Robin and wickedly asks him if he wants to "tell her", "Or should I?" she smiles. Regina asks what she should be told, but Zelena and Robin simply look silently at each other...until he finally reveals that Zelena is pregnant. Regina and Emma are shocked as the wicked and pregnant Zelena grins at them.


419 Title Card




The episode increased from the previous two episodes, as it posted a 1.7/5 among 18-49s with 5.21 million viewers tuning in, retaining its lead among scripted programs in the 8 p.m. timeslot but was tied in terms of rating numbers with Secrets & Lies, which followed this show in the 9 p.m. slot.


The episode was met with mixed to positive reviews.

  • Hilary Busis of Entertainment Weekly noted "It's a good thing “Lily” ended with something of a bombshell—because otherwise, tonight's highly-anticipated installment felt like a bit of an anticlimax. For any other show, an episode that has a plot you can easily explain in a sentence (Emma and Regina leave Storybrooke to track down Maleficent's daughter; they do) wouldn't necessarily be cause for concern. On Once, though—which is at its best when it's being crazy-go-nuts-bonkers—these sorts of hours tend to land with a whimper rather than a bang."[2]
  • Amy Ratcliffe of IGN said of the episode, "The search for Lily and the memories it brought to the surface didn't make for a stirring or emotional episode. Regina serving as Emma's life coach kept the primary plot afloat, but overall, Emma is going dark side too quickly. The build should be more gradual. Also, Emma really needs to stop saying that she knows when people are lying."[3]
  • In a review from, Nick Roman cites "“Lily” suggests nature and nurture go hand in hand, and the result is an engrossing episode."[4]


Gallery of photographic stills released to promote the episode.

External Links


  1. Adam Horowitz tweet.
  2. "Once Upon a Time recap: 'Lily'" from Entertainment Weekly (April 26, 2015)
  3. Once Upon a Time: "Lily" Review, by Amy Ratcliffe, IGN (March 22, 2015)
  4. "‘Once Upon A Time’ Review: Its Nature Vs Nurture In The Engrossing 'Lily'" from (April 26, 2015)

Community content is available under CC-BY-SA unless otherwise noted.