Poor Unfortunate Soul
Once Upon a Time 4x15
March 22, 2015
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"Poor Unfortunate Soul" is the 81st episode of Once Upon a Time.


Hook uses his complicated history with Ursula as leverage to find out what she knows about Gold's endgame. Emma and Mary Margaret investigate August's disappearance, as Cruella kidnapped him, and has him gagged and bound. Regina grows concerned for Robin Hood's safety as she struggles to maintain her cover with the villains, and, in an Enchanted Forest flashback, when a restless young Ursula enlists Hook's help to run away from home, she soon learns it isn't wise to trust a pirate.


Emma is told Regina is going undercover to infiltrate the Queens of Darkness. ("Enter the Dragon"). Regina reveals the Queens of Darkness are after the Author as well, also believing that the only way to get their happy ending is to destroy Emma's. ("Enter the Dragon") Regina stops by Marco's home, asking if she can come in, before using magic to knock out him and Pinocchio. ("Enter the Dragon") Rumplestiltskin states that no amount of torture will work on Pinocchio, but it will work on the man he once was; the Dark One then uses magic to transform the young boy back into August W. Booth. ("Enter the Dragon") Emma tells Hook that she knows there's something about his past with Ursula that he's not telling her, and then asks if he broke her heart. However, the pirate reveals that what he did was much worse. ("Enter the Dragon")


Act I

415 01
Looks like a rocky road ahead... oh wait, wrong episode.

Sometime in the fairytale land of the past, the Jolly Roger sails during the night. Captain Hook makes his way across the deck to William Smee, who steers the vessel while eating some sort of pastry. The Captain tells his lesser that they are to return to Neverland with full hold, not full bellies. Smee argues that Pan won't notice a few cakes missing, but Hook states he can have as much cake as he wants once he learns how to defeat the Dark One, but until then, they keep Pan happy. "Of course," Smee exclaims, in return. Suddenly, however, a voice is heard, singing from across the sea; Hook asks Smee if he hears the sound. As the entire crew's attention is given to the enchanting voice, Hook uses his telescope to look out and into the distance, but sees nothing. As they all continue to listen, the ship is lead to a group of rocks; the voice comes to a stop, and Hook looks through his telescope once more and sees what he and his crew are about headed into. "Rocks!" he exclaims, "Dead ahead!" The entire crew pulls themselves together and get back to what they are suppose to be doing. Hook grabs the wheel and manages to steer the ship right out of the way. "That voice, Captain. What was it?" Smee asks, to which Hook replies, "The most dangerous creature of the sea: a mermaid."

415 02
Ursula doesn't wanna live by daddy's rules.

Meanwhile, deep in a half-underwater cave, a mermaid, Ursula, sits, resting on rocks. "Why did you let that ship go?" asks King Poseidon, ruler of the Sea. Ursula apologizes, but states she couldn't. Poseidon argues that he told her to, but Ursula responds that even if he is King of the Sea, she wants to use her voice to make people happy, not to hurt them. "That's what your mother wanted, and look what happened to her." Ursula exclaims that she misses her too, but she's the one who taught her to sing and she knows she wouldn't want her daughter using her voice the way she has been. Poseidon, once again, argues, this time that her mother also wouldn't want Ursula letting her murderer sail free, and that she would want her death avenged. Ursula states that that's not what her mother wants though, that's what Poseidon wants, and that just because one human was bad doesn't mean they all are. "Enough," the Sea King yells, going on to tell Ursula that so long as she lives in his ocean then she will live by his rules. "Then maybe I don't wanna live in your ocean." Poseidon tells his daughter to pout all she wants, but he expects her to be home by high tide. He then disappears, leaving a splash of water.

415 03
Trying to keep his cool.

In present day Storybrooke, outside of Gold's cabin, Ursula leans up against a wooden railing, holding a portable radio that plays classical music. Her moments of relaxation are interrupted by Cruella, however, who calls her inside, stating she's missing out on all the fun. Ursula sits the radio down and joins her friend.
Inside the cabin, August Booth is tied up, telling Rumple and Regina that he doesn't know anything about the Author. Ursula and Cruella then come through the door; the former states that he perhaps needs a little incentive, and she grabs a knife. August exclaims that a knife isn't going to make him remember something he doesn't know. Regina tells the Sea Witch to wait, and uses magic to make the knife disappear from her hand and appear in the formerly Evil Queen's. "Is there a problem?" Ursula asks, to which Cruella adds she knew Regina would "never stomach for this." "Oh please, I was torturing people back when you were still playing with puppies," Regina replies; she then goes on to reveal August use to be made of wood, so she suggests lighting a fire under him and see what he says. As Regina forms a fireball in her hand, a frightened Pinocchio reveals he actually does know something about the Author. The formerly Evil Queen then throws the fireball into the fire place, and Ursula tells the formerly wooden boy to not hold out on them.

415 04
Just cos Maleficent only gets like three lines.

August goes on to tell that when he was in Hong Kong before the curse broke, he met a mystic known as the Dragon. He continues that he didn't know how the Dragon knew about the Author, but he had apparently been searching for him for years. Rumple finally speaks up, asking what the Dragon had learned. "He died before I could asks." Rumple replies that that is something the two of them are about to have in common. August continues, however, that when the Dragon died, he stole his work and brought it with him to Storybrooke. Maleficent questions if they actually believe "this man-child" is telling the truth. Rumple states it wouldn't be the first time he lied to his face (See: 1.19), so he's going to have to pay a trip to his trailer to find out for sure. Ursula asks if while Rumple's doing that then if they should carry out with the rest of the plan. "Rest of the plan? What aren't you telling me?" Regina asks, annoyed. The Dark One replies that she's going to have to do more than kidnap a marionette and torch a few logs before they tell her everything, but in the meantime she should be content she finally chose the winning side. Once Rumple has left, Regina goes to the fireplace, annoyed, and causes smoke to go through the top.

415 05
Regina sends a message.

Meanwhile, Emma, Mary Margaret, David, and Hook walk on a trail through the woods. Mary Margaret assures her daughter that so long as Regina is there, Pinocchio will be alright. Emma remains unsure of this, however, telling her mother that she doesn't know that, and she wish she didn't let the formerly Evil Queen ditch her. Hook speaks up, stating that Emma couldn't have known Regina would've dropped the tracking device. (See: 4.14) "Yeah but I let her talk me into thinking kidnapping him was a good idea. If anything happens to that kid it's my fault," the Savior replies. The four then arrive at an opening and David kneels down. After observing the ground, he states the tracks have ended there, meaning the rain must have washed them away. Hook asks if it'd be the time for a locator spell, but Mary Margaret states they may not need one; she's looking up at the sky and a magical cloud of smoke is headed in their direction. The smoke makes its way to the group and circles Mary Margaret before disappearing. David asks if she's alright, but instead of hearing the voice of his wife, it's Regina, speaking through her stepdaughter. She goes to explain that she has to make this quick for she doesn't have much time. She reveals that Pinocchio is fine, and back to his older self. "August," Emma exclaims in shock. Regina goes on to tell that Rumplestiltskin is back in town as well and that they are held up in his cabin. Regina reveals he is in town for the Author, but also much more that he refuses to tell her, meaning whatever he's planning is bad. The body of Mary Margaret then stumbles, as Regina has switched the two of them back. As David helps his wife keep on her feet, Hook exclaims, "So the Dark One's returned..." "Yeah," Emma replies, going on to say there is only one person who can help trap him back out.

415 06
Belle realizes she let Rumple play with her boobs.

At the pawn shop, Belle is seen having been just told the news of Rumplestiltskin's return. "H- he's here? But that's impossible," she exclaims. "Well did you really think he'd stay away?" Mary Margaret asks. Emma then brings up the dagger; she asks Belle to hand it over so they can "stop this fight before it starts." However, Belle is of no use, as she points to Hook stating he has it. Emma, Mary Margaret, and David all look over at the confused pirate, who states he hasn't seen "that cursed blade" since Belle commanded Rumple to leave the first time. "But you took it from be last night to hide it where no one could hide it," Belle exclaims, slowly coming to the realization herself of what really happened. Hook states that after the lifetimes he spent searching for a way to destroy the Dark One, he thinks he'd remember holding the dagger in his hand. "Okay then if I didn't give it to you then who-" "You gave it to Gold," Emma exclaims, turning to Hook, adding, "disguised as you. He's back and so is his power." "Even when I didn't think he could deceive me anymore... he found a way," Belle comments, a bit depressed. Hook states that banishment was too good for Rumple and that he should've stabbed him with the dagger when he had the chance. However, Emma argues that then his name would be written across it. Hook replies that it's a small price to pay to make sure Rumple never came back, but Emma assures her lover that they've defeated him before and they'll do it again. Mary Margaret speaks up, asking how they intend to do that, but David states they should save August first. Hook nods, telling them to do that, while in the meantime he'll find out the Dark One's secret. David asks how he intends to do that, to which the pirate replies by using his past with Ursula. Emma asks how he intends to do that, and is told by taking a page out of her book: returning the Sea Witch's happy ending. "Can you really do that?" Emma asks. "Aye, because I'm the one who took it from her in the first place," Hook reveals.

Act II

415 07
Regina talks to August about the alternate storybook page.

Back at Gold's cabin, Regina takes a seat next to a tied up August. She proceeds to take a piece of paper out of her pocket, turning out to be the alternate page from the storybook. The former marionette doll asks what it is, adding on with a sarcastic remark. Regina ignores this, stating the page appeared to someone very important to her, who August interrupts, knowing it to be Robin Hood. This confuses the formerly Evil Queen who proceeds to ask how he knew of her true love. "Just because the boy doesn't remember being me doesn't mean I don't remember being the boy." Regina accepts this, but reveals that the page depicts something that didn't happen and she thinks August knows more than he's saying. Meanwhile, Ursula, who has been resting by the window suddenly gets up. Cruella notices this and asks her what's wrong, and if there's something outside. Regina begins re-gagging August as Ursula states that it's nothing but that she wants to go out and "stretch her tentacles."

415 08
Ursula's not in the dealing mood.

Meanwhile, in the woods outside of the cabin, Hook is seen blowing into a shell that apparently got Ursula's attention. As the pirate waits for a moment, he asks himself where "that infernal creature is." Suddenly, however, a tentacle reaches out and wraps itself around Hook as it begins to strangle him. "Right here, Captain," Ursula exclaims from behind. Hook begs the Sea Witch to wait, stating that he wants to offer her a deal. Though, due to what he did to her in the past, Ursula isn't interested. Hook, struggling to breathe, manages to exclaim that Gold was wrong and that Ursula doesn't need to find the Author to get what she wants. The Sea Witch questions why she should listen to anything he says, to which Hook reveals he knows what it is she desires and he knows exactly where to get it. "You still have it?" Ursula questions. The pirate doesn't answer though, instead he states that if he does returns her happy ending then she must tell him of the Dark One's plan; Ursula accepts the deal.

415 09
Ursula sings.

In the Enchanted Forest of the past, Ursula sings in a local tavern, having left home to pursue her own desires. In the back, Captain Hook is seen watching. After performing a song, the entire tavern cheers for the disguised mermaid, and Hook gets up and makes his way over to the singer, who has gotten herself a drink. "I'd recognize that voice anywhere," he exclaims, declaring that she's the mermaid who nearly sank his ship. Ursula goes to say something, but is cut off by the Pirate who goes on to say that despite that, she didn't, so he owes her a drink.
Hook and Ursula are next seen sat at a table where the mermaid reveals that after letting the pirate's ship go, her father told her she had to obey his rules if she was to live in his ocean. "Ah, so you don't take well to ultimatums," Hook comments. Ursula reveals that she broke into Poseidon's vault and stole a bracelet that gives her the ability to walk on land. Hook states that she's a "brave lass." Ursula goes on to tell that her father wasn't always so cruel, and that he was once happy; listening to her and her mother brought him joy. Hook questions what changed that, and is revealed by the mermaid that her mother was killed by a pirate.

415 10
Hook agrees to give Ursula passage on his ship.

From then on Poseidon forbade Ursula to sing unless it was to guide sailors to their doom; he turned his daughter's voice into a weapon, but it was all she had left of her mother, and singing is the only way to keep her spirit alive. Hook states that Ursula has a rare gift and that her voice can sooth even the most haunted of souls. "You really think so?" Ursula asks, to which Hook replies that for almost a century his every waking moment has been consumed by one thought: to make an evil man pay for what he did to the woman he loved (See: 2.04), but that listening to her voice took away that pain for even just a brief moment. Ursula smiles happily, stating that all she's wanted was to make people happy. "Well that's what you're doing," Hook states, proceeding to ask why she's singing in "this rat's nest." Ursula reveals she's saving for passage to Glowerhaven since it was her mother's place to sing. "I'm trying to save enough gold-" However, Hook cuts her off, stating that she doesn't need gold, but that he'd take her. "You'd really do that for me?" Ursula asks, surprised. Hook smiles, telling her to meet him at the docks the following morning.

415 11

Back in present day Storybrooke, at the docks, Hook and Ursula stand, looking out at the water. "So where exactly did you bury my treasure?" the Sea Witch asks the Pirate. Hook reveals that he didn't bury what she is after, but that it's aboard the Jolly Roger. "So where's the Jolly Roger?" Ursula questions, to which Hook reveals back in the Enchanted Forest, proceeding to ask if she can still open portals under water or if she had given up that power to "become the monster you are." "The monster that you made me," Ursula corrects, which Hook ignores, asking if she can open the portal or not. The Sea Witch reveals that she indeed can, but she'll need something from the vessel so she can find where the ship actually is. Hook reaches into his pocket and pulls out what he states is a piece of the rigging; he asks if she really thought he'd trade his ship without taking a souvenir. Ursula takes the piece, and looks out at the water for a moment, not doing anything. Hook asks what's wrong, to which the Sea Witch reveals she hasn't dipped her toe in the sea since being banished to the world they're in. She finally tells Hook to stand back as one of her tentacles comes out from underneath her skirt. Ursula dips it in the water for a brief second, and after nothing happen, Hook states that it didn't work. Ursula doesn't reply for a moment, but then she chuckles stating that it did. Hook looks into the water uttering "Bloody hell." Ursula jokes that it looks like he's not the only thing that's changed. In the water, floats a bottle containing the Jolly Roger shrunken down to fit inside.


415 12
Hook agrees to betray Ursula.

Hook exits the tavern in the Enchanted Forest of the past as he heads back for his ship, however, he senses someone's presence and states that the last person to tail him ended up with a dagger in their gut. He turns back, only to have a sack put over his head.
Hook is next seen being dragged back aboard the Jolly Roger by two guards. They remove the sack, and the pirate shrugs them off of him. Standing before him is none other than King Poseidon, who Hook states is a "dead man" for dragging him onto his own ship. However, Poseidon states otherwise, telling Hook to listen to him, going on to state that his daughter is not going anywhere near the Jolly Roger the following day. Hook chuckles, stating that threatening him won't change Ursula's mind, but Poseidon reveals he doesn't need to change her mind, but that the pirate does. He then holds out what appears to be a seashell. Hook asks how that is suppose to help him, so Poseidon waves his Triton over it, enchanting it. Poseidon reveals that it now has the ability to take away Ursula's reason for leaving - her singing voice - meaning if she can't leave then she'll return to the sea where she belongs. "She told me what that voice means to her. I won't betray her, not since she spared my ship," Hook replies. However, Poseidon questions Hook's loyalty to his daughter if he's able to find a way that can help destroy the Dark One. Hook asks what the Sea King knows of his feud with Rumplestiltskin, to which Poseidon replies that he knows Hook has spent a lifetime trying to kill him and that he can offer him magic that will finally set him free. Hook questions what type of magic Poseidon is talking about, which is revealed to be squid ink - a single drop is potent enough to paralyze any being - even Rumplestiltskin. "All I have to do is steal your daughter's singing voice?" "It's simple, pirate, just show her how awful humans really can be." As Poseidon holds out the shell, Hook contemplates this.

415 13
Will becomes relevant.

Back in the present day, Hook and Ursula enter the pawn shop where Hook states he hopes they aren't interrupting, but that they need the thief's assistance. The two approach Belle and Will Scarlet; Belle questions how she should know Hook is really who he claims he is, which the pirate suspected she would. Ursula speaks up, stating that if Hook were the Dark One then "lover boy here" would already be dead, referring to Will, who agrees. However, he questions why he should help Hook, who states that for once they want the same thing: the Dark One gone. "The key to making that happen is in here," Hook states, pulling out the bottle with the Jolly Roger inside. Will questions if that's his ship, stating that it's kind of small. Hook tells him to be careful, as it is not nice to insult the size of a pirate's ship. He goes to say that Will has spent more time in Wonderland than anyone else he knows so he must have something to restore it. After a glance over the bottle, Will reveals that Hook is in luck, for he may have just what he needs.

415 14
Something for the shippers.

Meanwhile, Regina walks along the path in the woods; she pulls out the storybook page and looks over it, but something soon catches her attention. Her name is called out from a distance by Robin Hood, who makes his way down the path Regina was walking. The two happily embrace in a hug, and Regina asks how he got there. "It doesn't matter, the only thing that matters is that I'm here with you now." The two then kiss passionately; however, Regina senses someone else's presence and states that someone is watching them. The couple turn, and a look of anger comes across Regina's face as she utters, "What the hell are you doing here?" Standing before them is the Evil Queen that Regina once was, dressed in the attire entirely. As she forms a fireball in her which she throws at the couple, she tells them to get away with her.

415 15
This show. XD

Regina wakes up, sitting in a chair in Gold's cabin, having dreamt her meeting with Robin. "If you're having trouble sleeping I have something that might help," Maleficent exclaims, sitting in a chair across the room. Still a little shaken up, Regina states that she's fine. She is then startled as Rumple enters the cabin. Cruella asks if he found anything at the puppet's trailer, to which Rumple tells her "of course not," going on to say that August is a born liar, and that he never would've cracked so easily. Instead, however, Rumple visited the fairies' ample supply of magic. He holds up a potion that can temporarily reverse any spell that the fairies cast. As the Dark One pops off the top, he states that the fairies may have made him a real boy but that they can change him back. "I promise you, dearie, this is going to hurt." With that, Rumple removes the gag which covers August's mouth and forces the potion down his throat. August almost immediately begins changing back into wood as Rumple, Regina, and the two Queens of Darkness watch. "Now, let's see if we can pull this puppet's strings," Rumple exclaims.

Act IV

415 16
The Charmings fear for their daughter.

In the Storybrooke woods, David's truck pulls up and out comes him, Mary Margaret, and Emma. The blonde states that Gold's cabin is up ahead and that they'll go on foot from there. Mary Margaret asks her daughter if she's heard anything from Hook yet about turning Ursula to their side, to which David adds that he hopes Ursula hasn't managed to turn him. "Really, we're thinking that now?" the Savior asks. David replies that he seemed to be in a dark place that morning, but Emma argues that if Gold did to her what he did to Hook then she would have wanted to shove that dagger through his heart too. This startles Mary Margaret, who tells Emma that this isn't her. Emma argues that it also isn't Hook, and she tells her mother to relax, going on to say that she is just saying she knows where her boyfriend is coming from. "Come on, Gold might not hurt a kid, but August? Who knows what he'll do to him?" She continues walking, and Mary Margaret and David give each other a nervous look before following.

415 17

Back at the cabin, Rumplestiltskin stands before a wooden August. However, after a few moments, the wooden man starts turning back to human. "When you said it was temporary, you weren't kidding were you, darling?" Cruella exclaims. Rumple explains to August that he may no longer look like the puppet he once was, but the potion he drank has activated the built-in lie detector of his. "I don't know what you're talking about," August lies; however, his nose begins to grow, appearing to cause him great pain. A look of shock comes across Regina's face, but no one seems to notice. Rumple tells August that his next is lie is going to hurt, and with that, he grabs the former puppet and drags him to the fireplace, holding his head over the burning fire. Cruella and Maleficent watch with evil grins on their faces while the formerly Evil Queen still fears for the man she swore to protect. Rumple proceeds to ask August what he knows about the Author, but the man claims to have already told the Dark One everything.

415 18
They NEVER woulda done this during 4A.

Once again though, August's nose grows. Rumple tells him to try again; this time he asks where the Author is. "I don't know," August claims, and his nose grows again. Rumple tells him not to fool himself, that he will get his answer. August finally gives in and agrees to tell Rumple what he wants to know. He starts by revealing that the Sorcerer trapped the Author behind a door. "The Sorcerer? A door? He's speaking in riddles," Cruella exclaims. August begs Rumple to listen, stating that he does in fact know about the Sorcerer. He then turns to Regina, revealing to the villains that the formerly Evil Queen does in fact know about the door. August states that he knows his father gave Regina his things, and that there was a page he removed from the storybook that had an illustration with the door on it. "Regina?" Rumple questions.

415 19
Cruella will be the guard dog.

The formerly Evil Queen replies that they were just scraps of paper; Rumple states that she shouldn't have any problem sharing them with them now if that's true. Regina says she would if she hadn't already given them to Henry. Rumple understands this and proceeds to ask August if he remembers what the door looks like, to which the former wooden man replies that it was made of wood, hand carved frame, and was guilt in gold. "Where is the door?" Rumple asks. August replies that all he knows is that it's somewhere in Storybrooke. Rumple chuckles and pulls August off the ground and places him back in his chair, asking him if that was so hard. Rumple states that he sense the Sorcerer did the trapping so they will start with the door at his mansion. Regina offers to stay and watch August; Rumple tells her otherwise, however, stating that Cruella will be the "guard-dog." He tells Regina that since she's the only one who's seen the drawing of the door she's going to have to help him and Maleficent find it.

415 20
A ship fit for a pirate.

Meanwhile, back at the Storybrooke docks, Hook holds the bottle containing the Jolly Roger while Ursula holds a potion and pair of tweezers. The pirate tells the Sea Witch to be careful; he states that the potion comes from the magic mushrooms of Wonderland and that if she were to touch a single drop then Storybrooke would have a giant squid in its harbor. Ursula is careful, and drops a drop of it on the bottle, causing it to turn to a yellow color, seeming like the potion has worked. Hook throws the bottle into the water and the curse activates, transforming the Jolly Roger back into its true size. "Now that's a ship for a pirate," he exclaims.

415 21
Thinkin' like a pirate.

In the Enchanted Forest of the past, Hook is aboard his ship, ordering Smee to clear the deck, stating that he'd like a moment alone with their guest. As Smee whistles for the crew members to clear, Hook approaches a singing Ursula. She tells the pirate she hopes he didn't mind her singing, she states that she thought his crew would like something to work by. Hook tells the mermaid that it's beautiful, but that he has something to show her. He takes the seashell out of his pocket, causing Ursula to gasp. Knowing what it is, she begs Hook not to use it. The pirate tells her not to worry, for he won't, but that she should know King Poseidon gave it to him. Hook goes on to reveal that Poseidon thought Ursula would return home if she could no longer sing, and that in return he offered squid ink, a weapon that would finally let Hook get revenge on the Dark One. "And you would sacrifice that prize for me?" Ursula questions. Hook replies that he knows her voice is all she has left of her mother, and that he may be a pirate but he has a code, and he promises to never take her voice. Ursula argues that he'd have to continue being Pan's servant; however, Hook states he would wager that if Poseidon kept the bracelet that gives Ursula legs in his vault then he bets that's where the squid ink is as well. Ursula realizes Hook wants her to steal it for him in exchange for him taking her to Glowerhaven and wherever else she wishes to go, thus meaning they both get what they want.

415 22

A door opens below deck on the Jolly Roger and in comes Hook and Ursula. The pirate takes in a whiff of the smell, exclaiming that he never thought he'd “walk this sweet vessel again.” The Sea Witch tells Hook that he can enjoy this after he returns her singing voice; reminding Hook of what they came there for, he removes his hook, which is revealed to be the key to a safe. He pulls out the shell and reminds Ursula of their deal: he hands the voice over and she tells him every detail of the Dark One's plan. Ursula takes the shell; a yellow mist flows from it, and the voice is heard; however, before going back to Ursula, it stops. “It didn't work,” the Sea Witch exclaims. “Why the Devil not?” Hook asks, to which Ursula replies that it's because he was wrong: villains can't get happy endings. She goes on to tell that she never should've believed him when he said they could do this without the Author. Hook states that despite her magic not being strong enough to return the voice, he still held up his end of the deal by giving her the shell; he demands to know Rumple's plan.

415 23

“Our deal is over; you get nothing,” Ursula exclaims. However, Hook picks up a gun and aims it at the Sea Witch, stating that their deal is not done. He states that he must stop the Dark One, for he has taken too much from him already. Ursula tells Hook that he hasn't changed one bit, and that he is still the same selfish pirate as always. With that, she uses one of her tentacles to knock the gun out of his hand. “Never go up against a woman with eight hands, especially when you only have one.” The Sea Witch then uses her tentacle to slap Hook across the face, knocking him to the ground. Ursula is next seen holding an unconscious Hook over the edge of the ship. “Have a nice swim, Captain,” she tells him before throwing him overboard, leaving him to die. Once leaving, however, the Sea Witch is left oblivious to the fact that Hook is brought above water by a mermaid, Ariel. “Don't worry, you can thank me later,” she exclaims, dragging him to safety.

Act V

415 24
Ariel tells Hook that villains go about getting their happy endings all the wrong ways.

Back aboard the Jolly Roger, Hook is laid down on a bed, having become conscious again. Ariel asks if he is alright, to which the Pirate confirms he is. "Good," the mermaid replies before slapping him across the face. She goes on to tell that that was for throwing Black Beard overboard his ship before he was able to tell her where Eric was. (See: 3.17) She reveals that she then had to rescue "that awful man" in order to find her beloved prince. (See: 4.09) Hook asks if that's so then why is she here, as he thought she and her prince would be living 'happily ever after.' Ariel reveals that she was before getting trapped in the bottle with Hook's ship. She goes to tell that after Hook traded Black Beard his ship, he used it to terrorize a lot of people, including some royals from Arendelle. As punishment, the Queen trapped the ship in the bottle, and Ariel got swept in with the magic. Hook is surprised Elsa did that; Ariel thanks the pirate for releasing her, and then asks if that was in fact the real Ursula. When Hook confirms this, the mermaid asks why she threw him overboard, to which he replies that he was so focused on getting what he wanted that he made a promise to her that he couldn't deliver. Hook then begins to wonder if maybe the Sea Witch was right: villains can't get their happy endings. Ariel argues that it's because villains always go about getting them the wrong way; this causes an idea to pop into Hook's head, and he turns to Ariel, stating that he's going to need her help.

415 25
King Poseidon ruins Hook's chance of avenging Milah.

In the Enchanted Forest of the past, back aboard the Jolly Roger, in the night, Ursula and Hook stand before one another; the mermaid holds a large shell. "I trust you didn't run into any trouble," the Pirate exclaims, to which Ursula replies it was nothing she couldn't handle. She opens the large shell, revealing a bottle containing the squid ink he can use to kill Rumplestiltskin. Hook states that he's waited a century for this, and that he couldn't have done this without her help. He proceeds to ask where she wishes to go to first; however, before she may reply, the voice of King Poseidon is heard exclaiming, "You're not taking her anywhere." Hook's crew draw their swords as Poseidon approaches, but the captain orders them to stand down, for this is between him and the Sea King. However, Ursula argues that it is in fact about her. She tells her father that Hook told her what Poseidon wanted him to do, how he wanted Hook to take the only thing Ursula had left of her mother. Poseidon argues that it was only so he wouldn't lose her like he did her mother. He then turns to Hook, stating that he may have Ursula fooled, but he knows that there's only one thing the pirate cares about: his vengeance. He then uses his Triton to make the squid ink Ursula had disappear.

415 26
Hook takes away Ursula's happy ending.

Hook states that Poseidon has no idea what he's just done, and he reaches for his sword; however, the Sea King uses his Triton to stop him, exclaiming that he dare attack a deity. Hook realizes that he doesn't have to kill Poseidon to make him suffer, for he is not the only one consumed by vengeance. He then uses the shell given to him by the Sea King the day before and uses it to steal Ursula's singing voice. "Now you'll never sink another ship with this," he says to Poseidon. Ursula, feeling utterly betrayed, asks Hook how he could do such a thing, going on to remind the pirate of his code and how he said he could never steal her voice. "That was before your father stole my one chance at getting revenge." Ursula states that her father is a tyrant, but that Hook is no better; she goes on to say if this is what humans are really like then Hook should keep her voice because no one deserves to hear her singing. She then jumps overboard, swimming away. Poseidon calls out for her, but she does not listen. He orders Hook to give him the shell, but the pirate refuses, not wanting to give the Sea King the satisfaction of returning it to his daughter. He then orders Poseidon to leave, threatening to destroy the shell and everything else he holds dear.

415 27
Ursula has now strangled both starring Disney Princesses.

Back at Gold's cabin in present day Storybrooke, August remains tied up and gagged as Cruella watches. "Thank god that potion was only temporary; the scruff is so much more attractive than the timber," she exclaims. The silence is interrupted, however, when the cabin is kicked open and in walks Emma Swan, who states she is only there for her friend. "So the Savior found us, did she?" Cruella asks as she pulls out a revolver, aiming it at Emma, ordering her to leave. Before she can do anything though, she is knocked out from behind when Mary Margaret bashes her over the head with a frying pan. "Nice one, mom," Emma exclaims, to which Mary Margaret replies that the first thing you learn as a bandit is that the back door is usually unlocked. Mary Margaret unties August while Emma asks if he's alright and if Gold and the Queens of Darkness hurt him. "I'll survive," he exclaims. As the four get ready to leave, they are stopped by Ursula, who states that nobody is going anywhere. Emma asks where Hook is and what the Sea Witch did to him; Ursula replies, "Sorry sweetheart, your boyfriend is shark bait." She then uses one of her tentacles to strangle Mary Margaret; Emma raises her hands to use magic on Ursula, but she is told to put them down or her mother will need gills to breath.

Act VI

415 28
Ursula needs to be feared.

In the Enchanted Forest of the past, Ursula sits on the ledge of a cliff in an underwater cave. King Poseidon tries to apologize to his daughter, but argues that he had no other choice. The mermaid asks her father if he understands, stating that her singing voice was the only thing keeping her mother's spirit alive, and now she's gone forever. "You wanted me to chose a side, father, well now I'm choosing one: mine," and with that, Ursula grabs her father's magic Triton. Poseidon orders his daughter not to, but she doesn't listen; she aims the magic weapon at her father and states that all her life all Poseidon wanted was for her to remain his 'precious little mermaid,' but now she's not going to be that anymore - in fact she won't be a mermaid anymore at all. She goes on to remind her father that he named her after the Sea Goddess of the Old; legend says she was strong and powerful, and that is exactly what she wants to be. "Ursula, wait," Poseidon tries, but it is too late. Ursula uses the Triton to turn her mermaid tail into the eight tentacles she has today. "Now I'm even more powerful than you," she exclaims, adding that the Sea will now be at the mercy of her every whim; "You don't need to protect me, father. You need to fear me."

415 29
Ursula gains her happy ending...

Back in present day Storybrooke, at Gold's cabin, Mary Margaret continues to be strangled by Ursula; Emma tells the Sea Witch that she doesn't need to do this, but she states that that's where the Savior is wrong - she can't have August leave with her, not when the Author is the only one who can give her what she wants. "That's not true," Hook states, entering the cabin. "How are you still breathing?" Ursula asks, clearly annoyed that she failed in killing the pirate. Hook replies that either he's good at surviving or she's just bad at killing, but either way she doesn't need the Author to get what she wants. He knows why she couldn't release her voice from the shell: only the one who enchanted it can do that. "Wait, you don't mean?" "Aye," Hook confirms. Ursula turns to see her father, King Poseidon, enter the cabin. The Sea Witch releases Mary Margaret, shoving her into David's arms, and she asks how her father is here. Poseidon reveals that a young mermaid found him and brought him through a portal; he adds that he needs to say something - he apologizes for forcing Ursula to use her voice as a weapon, but that every time he heard her sing he heard her mother and it was too painful. He let that pain fuel his desire for vengeance, but it shouldn't have - it should have reminded him that he still had a piece of her: his daughter. "Let me return your voice so I can hear it one last time," Poseidon exclaims. Ursula holds out her hand so her father may take the shell; once doing so, he uses magic to release her singing voice, allowing it to flow back into his daughter. Having heard his daughter's beautiful voice, he agrees to leave her in peace, seeing as how she is in whole again.

415 30
...while Hook fears he may lose his.

However, Ursula states that her voice is all they have left of her mother; she goes to say that he took it from her once but she doesn't wish to do the same to him. "What are you saying?" Poseidon asks, to which Ursula replies that she's missed him. The two embrace in a hug, and Poseidon states that he's missed her as well. The two enjoy this happy moment, but it is interrupted by Mary Margaret and David, who realize Cruella has slipped away. David states that she has most likely gone to warn Rumple and that they should slip out before they get back. As everyone clears out, all that remains is Emma and Hook; Emma asks her boyfriend what's wrong, stating that he got Ursula everything she wanted. Hook reveals that he almost didn't, however, that he was so desperate to find out Rumple's plans that he nearly let himself slip back into the man he use to be, and states that Emma has no idea how easy it is to slip back into the darkness. "Whatever mistakes you made with Ursula, you fixed," Emma states, but Hook replies it is a reminder of one thing; Emma asks what that is. Hook states that with all the talk about the Author and the storybook, they've never discussed one fact: he was once a villain. Emma argues that he isn't anymore though, but Hook reminds his girlfriend that neither is Regina and she still lost her happy ending. He goes to state that they all know their roles in the book and it won't be long till he loses his happy ending. Emma realizes that if Hook's afraid of losing his happy ending then that means he's already found it; she asks what it is. "Don't you know, Emma? It's you," he reveals. This surprised the Savior, but she learns in and she and Hook begin to kiss passionately as a tear falls from Emma's eye.

415 31
Cruella reveals they have a mole.

Meanwhile, Rumple, Regina, and Maleficent are seen leaving the Lakeside Mansion; Regina exclaims that that was a royal waste of time, but Rumple reassures that even if the door isn't in the Sorcerer's mansion they still know it's in Storybrooke, and they will find it. The three are stopped in their tracks by Cruella, who comes speeding down the road in her car. Once pulling over, she steps out and slams the door behind her; Rumple asks what she's doing there and where's August. Cruella reveals that the heroes rescued him; Rumple argues that she had one simple task, but she states it wasn't her fault: they have a mole. Maleficent questions who would be foolish enough to cross them, to which Cruella reveals it to be Ursula; she goes on to tell that the Sea Witch sold them out for a reunion with her father. Rumple states that they may have lost their informant but that they still have his information; he turns to Regina, ordering that she bring him the illustration of the door, thinking that perhaps there was something the puppet missed.

415 32
Ursula holds up her end of the deal and reveals Rumple's plan.

At the Storybrooke docks, Hook walks with Ursula and King Poseidon; he turns to Ursula, stating that this seems to be their farewells. "It is, but first I must hold up my end of the deal," Ursula replies. She motions her father to give her a moment alone with Hook, and once he has walked away, she begins spilling the truth. She reveals that Rumple's plan involves Emma - she is the only way he can secure happy endings for the villains. Hook questions that he thought the Dark One was simply going to get the Author to re-write everyone's stories, but Ursula reveals that it's not that simple. She states that the Author can't just change things in this world since he didn't give everyone their happy endings in it. "Emma did," Hook realizes; Ursula states that Emma is the Savior, and if there's a savior around then the Author can never give the villains what they want, and Rumple knows this. "The Dark One's going to kill Emma," Hook realizes, but Ursula corrects him, stating that it's much worse: he's going to turn her dark... forever.

415 33
Regina worries Robin may be in danger. (See 4.17)

Back at the Blanchard Apartment, Regina arrives where she finds Emma, with Henry, who is reading through his storybook, and a sleeping August. The formerly Evil Queen states that they're lucky August is alright, to which Emma replies it wasn't luck she got them that message; Emma thanks the formerly Evil Queen. Regina sits down at the apartment bar, and reveals she needs Emma's help with something. Emma questions what it is, and so Regina reveals she had a dream earlier that day about Robin Hood, about how he came back, and they were finally together, but then her Evil Queen-self showed up with a fireball in her hand. Emma states that she may not be Archie, but she thinks Regina is scared of the villain she once was, and who she could possibly turn into again. Regina disagrees, however, stating that she doesn't think that is it. She instead believes that the Evil Queen wasn't there to hurt Robin, but to protect him. "From what?" Emma questions, to which Regina replies she does not know, but that she felt something is wrong. She then brings up how Emma once tracked people; she asks if the Savior may be able to get her a phone number, or any way to contact her true love; Emma states that she can in fact do that.

415 34
August reveals the Author is trapped inside the storybook.

The two women are then called to the attention of Henry, who notices August is waking up. Once seeing Regina, the former puppet questions what she is doing there; Emma promises that it's okay. Regina states that they need to talk about how she can keep up her cover with Rumple; she states that the only reason she was able to stop by was because they think she's there to steal the page with the door; she reveals they couldn't find the door at the Sorcerer's mansion. "It's because it's not there," August reveals. "What?" Henry questions, to which Regina adds on, reminding August that he said he didn't know where it was, and his nose didn't grow. August states that his nose didn't grow because he wasn't lying; when his nose didn't grow, he didn't in fact know where the door was because he didn't know where Henry was keeping the page. He reveals that the page isn't just an illustration of the door, but that the Author is actually trapped inside the book.

Deleted Scenes

"A Cow Named Man"


415 Title Card




The episode drew a 1.8/9 rating among 18-49s, with 5.69 million viewers, which remained steady from the previous outing, but remained the most-watched scripted show of the night.


  • The episode was met with positive reviews. Amy Ratcliffe of IGN said of the episode, "Once Upon a Time has reversed or otherwise twisted existing Disney backstories for the series and even used elements from one character's past for another character (Rumplestiltskin is both the Crocodile and the Beast), but what they did with Ursula was different. The core of her origin was diluted by The Little Mermaid touches. And even if those touches were chosen because they softened the character, it was still too much of a tie to Ariel."[4]
  • Hilary Busis of Entertainment Weekly responded to the episode with, "And then there were two? By that, of course, I’m referring to the Queens of Darkness—an exclusive club that may have just become a duo (plus or minus a double-crossing Regina), now that Ursula has apparently achieved her happy ending. (Inasmuch as it’s possible for a villain to achieve a happy ending in Once’s universe, given what we learned at the end of tonight’s episode.) Could it be that this is how season 4B’s Big Bads are dispatched—one at a time, until there’s nobody evil left standing save Rumple? It’d make sense, given OUAT’s penchant for half-season arcs ruled by baddies who disappear in or right before the finale."[5]


Gallery of photographic stills released to promote the episode.

External Links


  1. Tiffany Boone tweet.
  2. Merrin Dungey tweet.
  3. Adam Horowitz tweet.
  4. Once Upon a Time: "Poor Unfortunate Soul" Review, by Amy Ratcliffe, IGN (March 22, 2015)
  5. "Once Upon a Time recap: 'Poor Unfortunate Soul'" from Entertainment Weekly (March 22, 2015)
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