The Thing You Love Most
Once Upon a Time 1x02
October 30, 2011
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

"The Thing You Love Most" is the 2nd episode of Once Upon a Time.


Regina does everything in her power to force Emma out of Storybrooke and out of her and Henry's lives forever. Meanwhile, the chilling circumstances of how the Evil Queen released the curse upon the fairytale world are revealed.


There is a town in Maine where every storybook character you've ever known is trapped between two worlds.

Aerial shot of Storybrooke. Emma Swan is then seen requesting a room over at Granny's Bed and Breakfast. Granny hands her a key and welcomes her to Storybrooke. ("Pilot") Prince Charming kisses Snow White awake, following the malignant spell that left her unconscious. ("Pilot") Mary Margaret, the real world equivalent to Snow White, sets a blue bird free into the wild from her classroom window. Later, Emma goes through what Henry told her, that the Evil Queen sent fairytale characters there, and now they don't remember who they are. ("Pilot")

Victims of a powerful curse...

The Evil Queen tells everyone attending the wedding of Snow White and Prince Charming that their happy endings will soon be ruined. ("Pilot")

...That can only be broken by one person.

Henry tells Emma that her destiny is to bring back the happy endings. Later, at the Granny's Bed and Breakfast, Mr. Gold tells Emma to enjoy her stay. ("Pilot")


Act I

The night Emma Swan rented a room over at Granny's Bed & Breakfast in Storybrooke, Henry Mills, her biological son, looks out the window of his bedroom and notices that the frozen town clock starts working, finally. He smiles. (see "Pilot")
The following morning, after several hours have gone by announced by the tower's clock, Mary Margaret Blanchard, Henry's elementary school teacher, is shown having breakfast, and her attention is caught by the functioning clock.
Emma Swan wakes up suddenly in her rented bedroom; she gets up and peeks out the window.

102 01
Regina asks her son where the missing pages from his book are.

Out on the streets, the townspeople go about their daily routines. Dr. Archie Hopper walks his pet dog Pongo, and walks past Mr. Gold as they both cross a road. Granny heads to her diner, bringing with her the bread of the day, as her granddaughter Ruby puts up the sign. Ruby smiles at her grandma, but then looks disgruntled once she's walked by. Sheriff Graham makes his way to the establishment as well. And in his bedroom, young Henry Mills looks very happy and relieved to find that the clock is still working that very morning. Elsewhere in the house, his foster mother, Mayor Regina Mills, is skimming through the pages of the fairytale book Henry was given by his teacher, Mary Margaret. Her attention is particularly caught by a drawing of the moment Prince Charming threw his sword at the Evil Queen... a moment Regina lived. She then turns the page, only to find that several pages in Snow White's story are missing. She looks none too happy about this, and soon enough she enters her son's bedroom, unannounced, as he is getting dressed for school, opens up the book behind him and asks him where the missing pages are. He turns around to face her and says that 'stuff is missing' because it's an old book. "What do you care?", he asks, and she tells him that she cares because he thinks she's some evil queen, and that hurts her. "I'm your mother." "No, you're not.", he tells her, as he moves away from her. Regina, relatively angry, asks him who is then, the woman he brought there? She comments that she doesn't like what Emma or this book are doing to Henry. "Thankfully, both are no longer an issue." He is unresponsive, and she is curious about that, but then she is surprised to hear the town's clock clanging, giving signs of its function.
Shortly afterwards, Regina stops below the tower and gazes at the clock, surprised and confused, and angry. Dr. Hopper notices the clock as well and stops behind her, commenting on it. Regina turns back and notices Emma's yellow Volkswagen, and says "Yes, how about that indeed." to Dr. Hopper.

102 02

Some time later, someone knocks on the door of Emma's bedroom, and she opens it to find a smiling and courteous Mayor Mills. "Did you know the honeycrisp tree is the most vigorous and hardy of all apple trees?", the mayor asks her. Emma is slightly confused. Regina tells her "It can survive temperatures as low as 40 below and keep growing. It can weather any storm. I have one that I have tended to since I was a little girl... And to this day, I have yet to taste anything more delicious than the fruit it offers." This said, Regina hands her an apple, with a smile on her face. The confused Emma takes it and thanks her. Regina hands her the basket and says that she is sure Emma will enjoy the apples on her drive home. Emma then says that she is actually going to stay for a while. An unhappy Regina, still smiling, tells her she doesn't think that's such a good idea. "Henry has enough issues, he doesn't need you confusing him." Emma tells her, with all due respect, that the fact that Regina has threatened her twice over the last twelve hours makes her want to stay more. Regina asks her, rather gently, since when apples are a threat, and Emma says that she can read between the lines. "Sorry.", she says, "I just wanna make sure Henry's okay." Regina tells him he's fine, and any problems he has are being taken care of. Emma asks what that means, and Regina explains to her that Henry is in therapy, and thus it is all under control. Regina begs her to take her advice, because only one of them knows what's best for Henry, and Emma says, "Yeah, I'm starting to think you're right about that." Regina tells her, after a second of angry silence, that it's time for her to go, and Emma replies "Or what?". Regina moves in closer and says, "Don't underestimate me, Ms. Swan. You have no idea what I'm capable of."

In the fairytale land that was, we are treated to the moment the Evil Queen announces, during the royal wedding of Prince Charming and Snow White, that she will destroy everyone's happiness, if it is the last thing she does. (see "Pilot") She then turns around and starts walking away. The Prince calls out to her, and when she turns back to him he hurls the sword at her. The sword flies towards her, but she dissipates in smoke just as it's about to hit her.

102 03
The Evil Queen decides what her next move shall be.

In the Dark Palace, the Evil Queen's habitation, a cloud of smoke appears and the Prince's sword comes flying out of it and ends up jagged on a wall. The Queen makes herself appear from the smoke, and she walks across the room, looking angry. Her father, Henry, offers her something to drink, and she asks him, rather sternly, if she looks like she wants a drink. Henry claims that he was only trying to help, and thus the Queen takes the drink from him and thanks him, just as the Magic Mirror makes his face appear. The Magic Mirror genie tells her that was an awfully big threat (referring to 'destroying everyone's happiness'). The Queen, with an evil smile on her face, walks up to the Mirror, and he asks her how she plans on accomplishing that. The Queen smirks as she answers with "The Dark Curse.", and drinks up. The Mirror looks shocked. Henry walks up to his daughter, addressing her as "Your Majesty", and asks her if she's sure. The Mirror reminds her that she said she'd never use it; Henry brings up that she made a deal when she gave away that curse; the Mirror adds that she traded it away; and Henry comments that 'she' won't be happy to see her. The Queen turns to her father and says "Since when do I care about anyone else's happiness but mine?". She tells him to prepare the carriage, and Henry looks reluctant. "We're going to the Forbidden Fortress.", the Queen says, with a look of determination on her face.

102 04
Maleficent gets a visit from her old friend.

Not too long afterwards, the Evil Queen's carriage is seen making its way through the snowy hills surrounding the Forbidden Fortress. "How are you, dear?", Maleficent asks, before she pours herself a drink and sits down next to the Evil Queen. The latter tells her that she's doing fine, but Maleficent is reluctant to believe this. Maleficent teases her that she was about the same age as Snow White when she was about to get married. The Queen retorts that it was about the same age Maleficent was when the sleeping beauty got the best of her. Maleficent says that she's soldiered on, as will the Queen, hopefully. The latter, however, tells her to stop the games, because Maleficent knows why she's there: she needs her curse back. The blonde witch tells her company that the curse is no longer hers, for she traded it with the Queen for her sleeping potion. The Queen reminds her that the potion failed, thwarted by a simple kiss. The Queen insists that she give her the curse, and Maleficent reminds her that not even the curse's unholy power can bring her loved one back from the dead. Maleficent asks if she's considered a pet, for they can be quite comforting. This said, she pets her unicorn. The Queen tells her that her only comfort is Snow White's suffering, to which the blonde replies that, due to the fact that it's Snow's wedding night, she is probably not suffering much. The Queen says "I need that curse. I know you keep it hidden in the orb above your staff." "Hidden for the good of all, old friend.", Maleficent replies, adding "Whoever created that monstrosity makes the two of us look positively... moral. Who did give it to you?".

102 05
The Evil Queen retrieves her curse...

The Evil Queen stands up, menacingly, and responds that that is not of her concern. She positions herself for a standoff, and demands that the curse be given back. Maleficent asks if they must do this, to which the Queen replies positively. Maleficent stands up and leaps to another side of the room, and the Queen hurls a magic fire ball in her direction. Maleficent quickly creates a protective shield around her and the ball of fire dissipates against it. With a single wave of her right arm, the Queen makes the entire weaponry of the room levitate and position itself behind her. She them aims the weapons at the unicorn, and Maleficent screams out "No!". The weapons go flying in the unicorn's direction, but so does Maleficent, who thankfully puts herself in front of her pet, protective shield all set, and keeps the weapons from harming them. The Queen then makes the chandelier hanging about Maleficent fall down upon her, and the rings that held the candles are molded around the blonde's body. She is then pinned against the wall, and the Queen gets her hands on the staff. "Love is weakness, Maleficent. I thought you knew that." she taunts. "If you're going to kill me...", Maleficent says, "Kill me." "Why would I do that?", the Queen replies. "You're my only friend." Maleficent begs her not to set this curse in motion, because there are lines even they shouldn't cross. The Queen turns the staff around and smashes its orb against the floor. Maleficent reminds her that all power comes with a price. The Queen retrieves the scroll that contains the curse and unfolds it, as Maleficent tells her that enacting the curse will take its toll, leave an emptiness inside her, a void she will never be able to fill. The Queen averts her gaze from the scroll to look at her friend, and says "So be it." She then walks away.

Act II

102 06
The Queen tries to enact the Dark Curse.

Some time later, the Evil Queen is seen standing in a clearing in the woods, surrounded by apparently deceased trees. "Who among us is tired of losing?". The camera pans away to reveal that she is not alone; by her side stands her valet, holding a bag. Also present are a few dark knights, minions of the Queen, an ogre, a gnome, a blind witch, among others, all evil presences. They all form a circle around the clearing, at the center of which is a fire. The Queen tells them that their continuous losses are why she called them there: to put an end to their misery. She throws some items into the fire, as she says that they're there to claim their victory and move to a better realm. Howlings are heard around them, coming from nowhere. "A place where we can finally win.", the Queen says. The blind witch asks if they will be happy, and the Queen guarantees this to her. However, she adds that first she will need something from them: a lock of hair from those with the darkest souls. She tells them they must trust her, because if they don't, there are other ways. This said, the trees around them seem to come to an all new sort of life on their own, growing upwards in spiral motions, and evolving all the way up until the branches meet at the top of the clearing and form a dome of sorts above the wicked ones' heads. The gnome seems rather intimidated by this. The Queen smiles wickedly as she performs her magics. The blind witch immediately takes a small knife from her belt garter and cuts off a bit of her hair. The gnome, still looking shaky, removes a tiny bit of his beard with his own gloved fingers. The ogre rips out his ponytail with his bare hand. The Queen passes by each of them, collecting the bits of their hair in a small basket. As she gets back to her original place, the trees go back to their previous form. She throws the hair onto the fire and says that all that remains is the final ingredient. This said, her father opens up a chest before her, containing what she deems a 'prized heart'. She takes it in her hands and reveals that it belonged to her childhood steed, a "glorious beast" whose passing will fuel their victory. "Let my wrath be unleashed.", she says, before she throws the heart into the fire. The flames instantly become more intense, and a spiraling cloud of smoke emerges from it and into the darkened sky, containing lightning in its midst. The gnome is further intimidated by it. The blind witch, unable to see it, opens up her arms and allows herself to feel its power. The Queen is overcome with a perverse joy, bathed in the power of her spell... until the power runs out. All of a sudden, the smoke funnel disappears, much to her surprise. The gnome starts laughing at her. He points at the Queen and says "Yeah, you really unleashed something there.", between laughs. She zaps him with a spell and he instantly turns into a stone statue. An irritated Queen leaves.

102 07
Sidney brings Regina the newspaper.

In the real world, the statue of the gnome can be seen in the garden of Mayor Regina Mills. It is morning in the lovely town of Storybrooke, and she is picking apples from her backyard tree. Behind her appears Sidney Glass, the town's local newspaper's head, holding in his hands the newest edition of the paper. He says "The Mirror strikes again." She tells him he's late, and he apologizes, always with a smile, saying that he wanted to bring her the latest edition. He assures her that it is one of his better hatchet jobs. She turns to him to see what it is, and learns that it is a cover of how Emma wrecked the town's historic entrance sign. She takes the newspaper from his hands and comments that it's not what she asked for. She skims through it and asks what he found out about Emma. He tells her that there wasn't much; he says that she spent a lot of time in foster homes, and she snubs this. She continues searching for the proper apples and he walks around her, saying she got into some problems when she was a teen, but everything is locked up pretty tight, and since then she's clean. She did however bounce around a lot, and it appears as though she doesn't like to sit still. Regina, not amused, comments that that appears to have changed. He asks the Mayor if she knew that Emma had Henry while she was in Phoenix. He asks her how Henry wound up in Maine. "So if I'm understanding you correctly...", the Mayor says, "You found nothing of value. Which means you have no value, Sidney." She moves in closer to him, with a wicked smile, and adds, "Do you know what I do with things that hold no value to me? I throw them away." Sidney, intimidated, tells her that he'll keep looking, and walks past her. The Mayor takes a further look at the newspaper.

102 08
Emma thinks Graham tried to woo her.

Elsewhere, at Granny's Diner, Emma herself is reading the latest edition of the newspaper, whilst eating one of the Mayor's apples. Ruby gives her a hot cocoa, complete with cinnamon on the whipped cream, and Emma, surprised, thanks her but adds that she did not order it. "Yeah, I know.", she says, "You have an admirer." Emma turns around and notices Sheriff Graham sitting in a booth. She gets up, picks up the drink and walks over to him. He appears delighted to see her and comments that she's decided to stay. Emma, sarcastically, says "Observant. Important for a cop." He jokes that her staying means good news for their tourism, but bad news for their local signage. She isn't amused, and he thinks that she didn't get it, so he explains that it's a joke that refers to her running the car into their sign. Emma interrupts him by saying that the cocoa was a nice gesture, and she is impressed that he guessed that she likes cinnamon on her chocolate, seeing as how most people don't, but she isn't there to flirt. So she says, "So, thank you, but no, thank you.", as she puts the drink down on his table. He shakes his head and says that he didn't send it, and then the young Henry turns his head from a few booths over and says that he did. Emma is surprised to see him and Henry says that he likes cinnamon too. She asks him if he doesn't have school, to which he replies, "D'uh. I'm ten. Walk me."

102 09
Henry shares with his birth mother the pages of the book that the Queen mustn't see.

Immediately afterwards, Emma walks Henry, tossing from one hand to the other an apple given to her by Regina, as they walk and talk. She asks him about his mother, and Henry tells her that they have to break the Queen's curse, but luckily he has a plan. Step one is identification: he calls the plan "Operation Cobra". Emma tells him that that has nothing to do with fairytales, to which the kid replies that that's exactly why it's a code name, to throw the enemy off the trail. Emma, going along with him, resumes the situation by saying that everyone is a fairytale character, but they just don't know it yet. He adds that time's been frozen, until she got there. He is surprised when he sees her biting down on the apple, and asks where she got it from. She says it came from his mom, and he tosses it behind his back, telling her not to eat it. Emma is surprised by this. She gets back on track by asking him about the characters' pasts, and Henry responds that they don't know, it's a haze to them. He tells her to ask anyone and she'll see. Emma recaps it all by saying that for decades now these people have been walking around in a haze, frozen in time, with no memories and stuck in a cursed town that kept them oblivious. "I knew you'd get it.", Henry says. Emma, however, is clearly not buying t it. Henry says that they need her to stop the curse, and she asks if it's because she's the daughter of Snow White and Prince Charming. He answers positively and shows her some pages ripped from his fairytale book, that shows the end of the story, with Emma in it. An image shows Prince Charming putting the baby, wrapped in a yellow blanket with the embroidered name 'Emma', in the magic wardrobe. Emma is still reluctant to buy this, and he points out that he knows the hero never believes the truth at first, because if he did it wouldn't be a very good story, and if she needs proof, she can take the pages and read them, but she mustn't let the Mayor read them, because if she finds out who Emma is, it'd be bad.

102 10
Emma and Miss Blanchard have a talk.

They finally make it to the school, and Henry says he has to go, but first he points out that he knew she'd believe him. Emma says that she never told him she did, to which he replies "Why else would you be here?". Emma smiles and Miss Blanchard, Henry's teacher, turns to her. She walks over to Emma and comments that it's good to see his smile back, and Emma says she didn't do anything. Mary Margaret says "You stayed." She asks if the Mayor knows Emma's still there, to which Emma replies that she does know. She then asks the teacher what Regina's deal is, because she is not a great people person, so she wonders how the woman was even elected. Miss Blanchard says Regina has been Mayor for as long as she can remember. This triggers something in Emma, as the teacher adds that no one's ever been brave enough to run against her. "She inspires quite a bit of... well, fear." She claims to have probably made that worse by giving Henry the book, for he now thinks she's the Evil Queen. Emma asks her what character Henry thinks she is, and Mary Margaret chuckles and says that it's silly. Emma says she has just had five minutes of silly. Mary Margaret answers with "Snow White.", and Emma stares at her with open-mouthed surprise for a few seconds. Mary Margaret asks her what character Henry thinks she is, and Emma says she's not in the book. Emma then asks for a favor: Regina mentioned that Henry is in therapy, so she'd like to know where she could find the doctor.

102 11
Dr. Hopper gives Emma the files on Henry.

Shortly afterwards, Dr. Archie Hopper is seen in his office, reading a document, when there is a knock on his door. Emma then opens the door and greets him, and he gets up and picks up the newspaper, saying that he was just reading about her. He asks, jokingly, if she's there for help with post-traumatic stress, and then adds that the diagnosis was free. She chuckles and says that she's there about Henry. He starts saying that he shouldn't, and she acknowledges this, but she asks him to just tell her what is causing this fairytale obsession. She comments that it's a little crazy that he thinks everyone around him is a fairytale character, and the doctor tells her that he hopes she doesn't talk like that around Henry, because the word 'crazy' is quite damaging. He goes on to say that these stories are his language, because he has no idea how to express complex emotion so he's translating as best as he can, it's how he communicates - he's using the book to help deal with his problems. Emma tells him that Henry got the book only one month before, and asks if Henry's been seeing him for longer than that. Archie says that he has, and Emma concludes that the problem is Regina. Archie, with a smile, tells Emma that Henry's mother is a very complicated woman, and over the years her attempts to try and bring Henry closer have only backfired. Emma is preoccupied by this. He then reaches for his case and takes out a file, handing it to Emma and telling her to go over it, so that she'll see what he means. Emma is surprised and asks why he's doing this, and he says that Henry talks about her a lot, she is very important to him. Emma thanks him, and Archie tells her to just make sure that he gets it back. He then opens the door for her, and he then tells her that she should be careful with the way she handles the boy's belief system, for his own sake, because destroying his imagination would be devastating. Emma nods positively and leaves. He closes the door behind him and gets on the phone immediately. "You were right, she was just here.", he says. On the other side, Regina, with a stern look on her face, sitting in her office, asks him if Emma took the file. Archie asks how she knew Emma would go there, and Regina smiles and says "Because I'm the one who gave her the idea."


102 12
Sheriff Graham arrives to arrest Emma.

Emma is seen reading the file on Henry, lying on her bed, when someone knocks on her door. She seems slightly annoyed by this, and opens it to find Sheriff Graham. She jokes that if he's concerned about the "Do Not Disturb" signs, she left them alone, but Graham says that he's there about Dr. Archibald Hopper, who mentioned that she got into a bit of a quarrel with him earlier. Emma, rather unmoved, answers negatively, and Graham jokes that he was shocked too, given her shy and delicate sensibilities. Graham recounts that Archie said she came and demanded to see Henry's files, but when he refused to allow her to, she came back and stole them. Emma says "He gave them to me.", calmly, and Graham claims that the doctor is telling a different tale. Graham asks if he can check her room, or if he should get a search warrant, but Emma, begrudged, lets him in, shows him the files spread over the bed, and asks, sarcastically, if that's what he's looking for. He jokes that she is very accommodating, but then says that she is under arrest - again. He handcuffs her. Emma says "You know I'm being set up, don't you?". He asks who would be setting her up.

102 13
Regina tells her son that his birth mother has been arrested.

Regina is seen walking at a rapid pace along a sidewalk, as she arrives at the local elementary school, where Miss Blanchard is teaching a class outside, on the ground. Regina interrupts her lecture, and Henry looks none too happy to see her. Mary Margaret comes up to her, and Regina, with a smile, asks if she may speak with her son. The teacher says that she is in the middle of a lesson, and asks if it's important. Regina's smile instantly disappears and she tells her bluntly, "Do you think I'd be here if it wasn't?". The Mayor walks past the teacher, snubbing her.
Regina then tells her son that she has some bad news, because the woman he brought to Storybrooke has been arrested. She claims that Emma broke into Dr. Hopper's office and stole his files. "She's a con woman.", the Mayor adds. "She's trying to learn about us in order to take advantage from us. That's why she's sticking around. I'm sorry." Henry says that she is not sorry, and Regina replies that she knows he thinks otherwise, but all she is doing is trying to protect him. Regina tells him that this is gonna be good for them, and things will be better. The school's bell rings and Henry says that he has to get back to class. He rushes past her, and Regina looks both angry and disheartened.

102 14
Emma gets her mugshots taken.

At the local sheriff's station, Graham takes Emma's mugshots as she tells him that the shrink is lying. He tells her to turn to the right. She obliges and he asks why Archie would lie; Emma answers that the Mayor put him up to this, she probably has something on him - he's terrified of her, like everyone else in town. Graham then tells her to turn to the left, and comments that Regina might be intimidating, but he doesn't think she'd go as far as a frame-job. Emma then asks how far she would go, and what she has her hands in, and Graham says that, being the Mayor, she has her hands in everything. "Including the police force?", Emma asks. Graham gives her a look, and then Henry rushes into the station. The Sheriff asks what he is doing there, and Mary Margaret, who has brought the young man, tells them that his mother revealed what happened to him. Emma, annoyed, says "Of course she did!" She then turns to her biological son and starts to explain herself, but Henry calls her a genius, claiming to know that she was gathering Intel, for "Operation Cobra". Graham comments that he's a bit lost, and Henry tells him he doesn't need to know that, he just needs to know that Miss Blanchard is gonna bail Emma out. Emma, surprised, asks why, and the teacher says that she trusts her. Henry smiles and Emma turns to the Sheriff, asking to be uncuffed because she has something to do.

102 15
Emma's move.

Not long afterwards, Mayor Regina Mills is seen working silently at her desk, in her office, and she is distracted and confused by the sound of an operating chainsaw. She looks out her window and is horrified to see Emma Swan using a chainsaw to cut down some branches from her beloved apple tree. Regina immediately rushes over to the scene, livid, and asks "What the hell are you doing?!". Emma quietly replies that she is picking apples, and Regina tells her that she's out of her mind. Emma says that Regina is, if she thinks a shoddy frame-job is enough to scare her away. Emma says that she's gonna have to do better than that, but if she comes after her one more time she's coming back for the rest of the tree. "Because sister, you have no idea what I'm capable of." Regina is silent with anger and Emma walks away, saying "Your move."

102 16
The valet tries to comfort his Queen.

In the clearing where her attempt at the Dark Curse failed, the Evil Queen stands alone, pondering about what went wrong, when her valet approaches her and tells her that maybe what happened was for the best, because the forces she was summoning were darker than they can conceive. Regina says, with a taunting tone, "Oh, now you're trying to protect me?", to which the elderly man replies that protecting her is what he does. "I know.", Regina says, "You're the only one who does." The man tells her that helping her is his life, and she tells him to help her understand why the curse isn't working, and the man responds that she should go back to the person who gave it to her in the first place. The Queen looks bemused. The valet then tells her that revenge is a dark and lonely road, and once she goes down it there's no heading back. The Queen turns to him and asks "What is there for me to head back to?".

102 17
Two powerful beings, face to face.

Some time later, still in fairytale land, a tiny gray mouse is seen nibbling on a red apple, on the floor of the Enchanted Kingdom's cell chambers. A black mouse walks past the other one, and a familiar voice is heard saying that it's just them there. The voice comes from Rumplestiltskin, who is locked in a cell, and who then goes on to say "You can show yourself." The black mouse then transforms into a cloud of dark smoke that morphs into the Evil Queen. The Queen is seen holding the curse's script, and tells the dark magician before her that it is not working. Rumple jokes that she is so worried, like Snow and her lovely new husband. Regina asks "What?", and Rumple tells her that the royal couple paid him a visit as well, and they were very anxious about her and the curse. Regina comes up to him and asks him what he told them, and Rumple claims to have told them the truth, that nothing can stop the darkness, and Regina smiles... until he adds "...Except of course their unborn child." The Queen's smile disappears, and Rumplestiltskin tells her that, no matter how powerful, all curses can be broken. "Their child is the key.", he says, with a provocative smile. He then points out that the curse has to be enacted first, and she asks him to tell her what she did wrong. He says that for that there is a price, and she asks him what he wants. Rumple says that it's simple, in the new land, he wants comfort, a good life. The Queen acquiesces, telling him that he'll have an estate and be rich, and he says that he isn't finished, there's more. She tells him there always is with him, and he says that in the new land, should he ever come to her for any reason, she must tend to his every request, and do whatever he says, so long as he says 'please'. The Queen reminds him that if she should succeed, he won't remember any of this, to which he tells her, "Oh, well, then... what's the harm?". She tells him "Deal.", with a smile, and then asks him what she must do to enact the curse. He tells her to sacrifice a heart, and she tells him that she sacrificed her prized steed. This prompts Rumple to lunge himself at the bars and grab her face, irritated at her for using a horse's heart. He tells her that this, the curse to end all curses, won't do on a horse. "Great power requires great sacrifice. The heart you need... must come from something far more... precious." She asks him to tell her what will suffice, and he says it'll be "the thing you love most". She tells him that what she loves most died because of Snow White, while she removes his hand from her face, and he asks her, tauntingly so, if there is no one else she truly loves. She looks at him, thinking, and he tells her that the curse is not going to be easy, because vengeance never is. "You have to ask yourself a simple question: how far are you willing to go?". She tells him "As far as it takes.", and he begs her to stop wasting everyone's time and just go through with it. "You know what you love. Now go kill it." The Queen turns around.

Act IV

102 18
Granny is forced to ask Emma to leave.

We are treated to a large shot of Granny's properties. Inside her bed and breakfast, Emma Swan uses her key to open the door to her room, but before she can come inside she is stopped by a voice calling for her. It's Granny herself, who tells the blonde that what she is about to say is terribly awkward, but she needs to ask Emma to leave. Emma is confused, and Granny says that they have a no-felons rule, a city ordinance. Emma smiles and guesses that the Mayor's office called to remind Granny of this. Granny's reaction seems to be a dead giveaway of this, and the elderly woman tells her tenant that she can gather her things, but Granny needs to take her room key back. Emma gives it to her nonchalantly.

102 19
Regina picks up the pieces after Emma's attack.

Back at Regina's backyard, she is picking up red apples that have been scattered on the ground by Emma's latest strike, and she looks irate. Sheriff Graham approaches her from behind and the Mayor tells him that Emma destroyed city property, so she wants her arrested. Graham asks "Again?", and Regina turns to him and asks what he's waiting for. Graham tells her that he's just not convinced that arresting Emma is the right plan. Regina gets up and Graham says that he's not talking about the tree, because they both know Emma didn't steal the files. "Oh, do we?", says Regina. Graham tells his boss that Emma looked pretty shocked when he leveled the charges against her, and Regina, kneeling back down on the ground, tells him that's because Emma doesn't like getting caught. "Or because she was set up.", Graham suggests. He goes on to say that if she was indeed set up, that means Dr. Hopper is lying, and if he's lying, it's because someone asked him to. Regina gets back up and Graham asks her if they're really confident that the therapist's conscience won't eventually get the best of him. Regina taunts him by saying that his schoolboy crush is clouding his judgment. Regina reminds him that she made him sheriff, and she can take it away easily. Graham tells her that if she wants him to arrest Emma again, he will - Regina says "Good" - and the sheriff then adds that Emma is just gonna keep coming at her, and Regina will keep coming at her too and do everything to get Emma out of town and she may succeed... Regina interrupts him by saying, with confidence in her words, that she will succeed. She gets up and says "He's my son! It's what's best for him!". Graham tells her that he knows that's what she believes, but if this escalates, it seems to him the only one who will get hurt is Henry. Regina considers this.

102 20
Emma's car is booted.

Emma notices that her car's tire has been booted. Her cell phone then rings and Emma picks it up. It's Regina, telling the blonde that she'd be happy to continue demonstrating her power, but she can guess that her resolve to stay is only growing, a theory that Emma corroborates, and the Mayor tells her that it is therefore time that they made peace. Regina suggests, while Emma puts her things inside her car, that she drive to her office. Emma bangs the door of her car with force, and Regina, knowing all too well that the car has been booted, tells her to walk instead, whatever suits her. Emma hangs up her cell and does just this.

102 21
Regina's move.

Inside an exquisitely decorated room in Regina's mansion, Emma sits with barely any class, arms over her knees, on the couch, and the Mayor, coming in with a drink for herself, tells her that she'd like to start by apologizing. Emma asks "What?", and Regina tells her that she just has to accept the reality that Emma wants to be in Storybrooke. Emma says that she does, and Regina adds that Emma wants to take her son from her. Emma tells her she has no intention of taking him from anyone. Regina asks her what she is doing there then; Emma tells her that she knows she's not a mother, which is pretty self-evident, but she did have Henry, and now he's in her head and she wants to make sure that he's okay. The more Regina tries to push her out, the more Emma wants to stay, especially after seeing how troubled he is. "You think he's troubled?", Regina asks. Emma reminds Regina that Henry is in therapy, and says that she only got to read a few of the shrink's pages before Regina had her arrested, but the kid seems to think everyone in his town is a fairytale character. "And you don't?", Regina asks. "How can I?", Emma replies, before saying that the poor kid can't tell the difference between fantasy and reality, and it's only getting worse. "It's crazy.", she says. "You think I'm crazy?", she hears. Behind her, by the opened door, stands Henry, having come home, shocked over what he heard his birth mother say. Emma, surprised to see him there and afflicted over having hurt him, gets up to talk to him but Henry rushes away. Emma realizes that she has just been played, and asks Regina how long Henry was there. "Long enough.", the Mayor replies, coldly. Emma turns back to her and says that Regina knew he would be there, to which the Mayor responds, "Did I know that my son comes to my office every Thursday at precisely 5 pm so I can take him for dinner before his therapy session? Of course I did. I'm his mother." Emma looks at her with disgust. Regina puts her arms over the resting arms of her easy chair, and says "Your move." Emma tells her "You have no soul. How in the hell did you get like this?". Regina simply gives her a wicked smile, and Emma leaves the room.

102 22
The Queen is comforted by the one she loves most...

In the fairytale land, we see the Evil Queen walking down the aisle to her resting room on her castle, and the image of the Magic Mirror's face appears on several mirrors on the wall as she walks along, asking her how it went and if she got her answer. She seems to ignore him all the while, as he calls for her attention and asks what is going on. The Queen gets to the room, where her valet is lighting up candles on a candelabrum. He asks her if Rumplestiltskin told her what she need to know, and she replies positively. He asks her to go on, and she isn't sure of whether she should say it. "I'm conflicted." She walks around the room, and the elderly man asks how bad it is, because maybe he could help. The Queen then tells him that she has to cut off the heart of the thing she loves most. After a moment of silence, the valet replies with a "Me." The Queen looks disheartened. She turns to her valet and says "Daddy, I don't know what to do." The valet, her beloved father, tells her she doesn't have to do this. She says she has to do something, and he tells her to move past this. He says that he realizes it might seem self-serving, but she doesn't need to enact the curse. His daughter tells him that she can't keep living like this, after what Snow did to her, took from her. "It's eating me alive, daddy. Her very existence mocks me. She must be punished." She walks away, and he asks her why she'd do it if the price is a hole that can never be filled. He begs her to stop worrying about Snow White and start over. "We can have a new life.", he says. She asks him what kind of life, because all she's worked for and all she's built will be gone. Her power will disappear, and they already think she's nothing. The valet tells her "Power is seductive. But so is love. You can have that again." She looks at him for a few seconds, sadly so, and then leans against his body as he embraces her. She then tells him, with a brokenhearted look, that she just wants to be happy. He reassures her that she can be. He believes that they can find happiness together. Tears stream down the Queen's face, as he tells her that the choice is hers. She then tells him that she thinks he's right, as she continues crying. She looks at him with a smile and says "I can be happy." He smiles back at her, filled with relief, until she adds "Just not here." This said, the Queen thrusts her hand into her father's chest and takes out his heart. He falls dead to the floor and she says "I'm sorry...", with genuine sorrow.

Act V

102 23
Emma and Mary Margaret have a talk, mother to daughter... wait, they don't know that yet.

Mary Margaret Blanchard, the sweet elementary school teacher, is seen sewing under dim lighting in her apartment, when there is a knock on her door. She gets up and opens it to find Emma Swan. Emma greets her unceremoniously and tells her that she wanted to say "Thank you." and pay her back the bail money. As she says this, she hands the teacher an envelope with cash. Miss Blanchard takes it and notices that Emma looks troubled and uncomfortable. "You look like you need to talk.", the teacher tells the blonde. Emma doesn't deny this.
Shortly afterwards, Emma lifts up the cup of cocoa that Mary Margaret prepared for her and takes a sip. She is stopped by the acknowledgement that it contains cinnamon as well. As Mary Margaret prepares to sit down and put down a plate of cookies for them, she apologizes for the cinnamon, saying that she should've asked before she put it in, and deeming it to be a little quirk of hers. Mary Margaret asks her if she minds it, to which Emma responds "Not at all.", with a smile. The teacher makes a gesture to offer her some cookies, and Emma says "No, thanks.", politely. Emma then mentions that when Mary Margaret bailed her out, she said she trusted Emma. Emma asks why, and the teacher tells her that it's strange, but ever since Emma came she's had this feeling that they've met before. Mary Margaret then points out that she knows it's crazy, to which Emma replies that she's starting to re-evaluate her definition of 'crazy'. "For what it's worth, I think you're innocent.", the teacher says. Emma asks if she means she's innocent of breaking-and-entering, or just in general, and Mary Margaret says, "Whichever makes you feel better." Emma chuckles, and then says that it doesn't really matter what everyone thinks she did or didn't do, because she is leaving. This last part doesn't seem to sit well with Mary Margaret. Emma thanks her for everything, but comments that she thinks this decision is for the best, for if she stays Henry is only going to get hurt. "What happens if you go?", Mary Margaret asks, and Emma thinks about it. The brunette then tells her that she thinks the very fact that Emma wants to leave is why she has to stay: "You care about him." Emma remains silent, thinking about her words. Mary Margaret then asks her who will protect Henry if she won't.

102 24
Emma burns the pages.

A depressed Henry is seen sitting on the couch in Dr. Archie Hopper's office, holding in his hands the therapist's umbrella. Dr. Hopper asks him if he's sure he doesn't want to talk about what is bothering him, and gets no response from the child. The psychiatrist then goes on to say that his umbrella is a sort of "good luck" charm, and asks the boy if that is why he thinks Archie's Jiminy Cricket. The blue Henry tells him he doesn't think Archie's anyone. Henry puts the umbrella down on the coffee table and then the door of the office is opened by Emma, who lets herself in. Archie gets up to explain his actions to her, and Emma says that she knows why he did what he did, but she's not there for that, and tells him not to worry about it, she gets it. She then apologizes to Henry and he says he doesn't want to talk to her. Archie starts to tell Emma that if Regina knew she was there... but Emma cuts him off, saying "To hell with her." She then sits down on Archie's chair and tells Henry that there is one simple reason she stayed there: "You. I wanted to get to know you." Henry reminds her that she thinks he's crazy, and she corrects him, saying that she thinks the curse is crazy, and it is, but that doesn't mean it isn't true. "It is a lot to ask anyone to believe in... but, there are a lot of crazy things in this world. So what do I know? Maybe it is true." Henry reminds her of what she told his mom, and Emma says that she told Regina what she needed to hear. Emma says that if the curse is real, the only way to break it is by tricking the Evil Queen into thinking that they are non-believers, because that way she is not on to them. "Isn't that what... "Operation Cobra" was all about?", she asks him, while Archie smiles at her handling of Henry's situation, "Throwing her off the trail?". Henry recuperates his smile as he tells his mother "Brilliant!". Emma tells him that she read the pages, and he's right, they are dangerous, and there is only one way to make sure she doesn't access them. This said, she gets up and places the pages inside the lit fireplace, allowing the fire to engulf and destroy them. We see the drawing of Prince Charming placing baby Emma inside the wardrobe being consumed by the fire. Emma then gets up again and tells her son that now they have the advantage. Henry then gets up as well and hugs her. She gives in to the hug, appreciating it. He tells her he knew she was here to help him. She backs this up. She then tells him that nothing, not even the curse, is going to stop that. He hugs her again.

102 25
The valet's tombstone.

The Evil Queen is again seen in the same clearing in the woods, on top of the rocks, where she first attempted to enact the Dark Curse. A fire burns before her, and she is now alone. She opens the chest that contains her valet's heart, and takes it out, then throwing it into the fire, which burns brighter. She then stands back and a mystical cloud of magic starts emanating from the fire yet again, and a dark funneling cloud cuts into the night sky. The dark smoke then starts making its way through the forest. After it has gone, she places a single flower next to a tombstone and says "I love you, daddy." The tombstone reads "HENRY Beloved father".

102 26
An intriguing conversation...

Emma and Henry are seen leaving Archie's office together. Then, the shot changes to feature Regina in her backyard, tending to her beloved apple tree. Mr. Gold shows up, and comments on the mess. Regina tells him that the mess won't last for long, and then asks him what she can do for him. He tells her that he was just in the neighborhood and thought he'd pop by. He comments that it's lovely to see her in such high spirits, and she tells him, with a wicked smile, that it's been a good day. She then adds that she just rid the town of an unwanted nuisance. Gold says "Emma Swan? Really?". Regina confirms this, and comments that she imagines Emma is half-way to Boston as they speak. Gold picks an apple and tells her he wouldn't bet on that. Regina's smile disappears and he tells her just saw Emma strolling down the main street with Henry. Regina asks "What?", and Gold tells her that perhaps she should had come to him. Gold tells her that if Miss Swan is a problem she can't fix, he can help Regina with that, but for a price, of course. Regina chuckles and tells him that she's not in the business of making deals with him anymore. Rumple then asks her to which deal she's referring, and she tells him he knows what deal. He acknowledges that she means the boy he procured for her, Henry. He then comments that that's a lovely name, and asks her how she picked it. After a few seconds of uncomfortable silence, Regina turns to him and asks if he wanted Emma to come to town. He doesn't reply, but Regina goes on, saying that him finding Henry wasn't an accident, he wanted all of this to happen. Gold asks her what he means, and Regina simply asks him where he got Henry. He doesn't say anything again, he simply smiles at her, and she asks him if he knows something. He says he has no idea what she is implying, and Regina says that she thinks he does. He smiles, and she asks him who this woman, Henry's mother, is, this 'Emma Swan'. Gold tells her that he thinks she knows exactly who Emma is, and Regina doesn't like to hear this. Gold tells her he must be going, and turns around to leave, but Regina puts herself in front of him and demands that he tell her what he knows about Emma. Gold says that he's not going to answer her, and suggests that she excuse him. Regina doesn't move. "Please.", he says. This said, Regina's will appears to be lifted. He bites down on the apple, and she stands frozen before him, as he walks past her and leaves her property. Regina looks alarmed as she watches him go, as though she can realize something now, and he throws the apple behind his back and walks off.

Deleted Scenes

"Motherly Love"

102 DS 01
Regina tells her son he should go to therapy.

Henry is seen lying on his bed, in his room, looking depressed. Footsteps are heard approaching the bedroom, and shortly afterwards the door is opened by his foster mother, Regina. She tells him that it's time for his therapy session, and the child promptly replies that he doesn't want to go. Regina lets herself into the bedroom and sits on his bed, by his side, saying that she thinks it'd be good for him to talk to someone. She says "Come on.", patting him on the leg, and Henry gets up from the bed, as she says "That's my boy." He puts on his coat and she reveals that she has his storybook with her. She claims to have brought it for him, and acknowledges that maybe she was too harsh in taking it away. She apologizes for it, and hands him the book. He quickly grabs it but tosses it into the bed, saying that he doesn't want it anymore. He then walks out of the room, and Regina looks at the book, with a hint of a smile.


102 Title Card
  • The title card features a unicorn.
    • This is the first episode of the series to feature a title card.
    • The same title card is featured in "Best Laid Plans".
  • Although credited, Josh Dallas (Prince Charming) and David-Paul Grove (Doc) are absent from this episode. However, both are featured briefly in archive footage.
  • Rumplestiltskin says the title of the episode when telling the Evil Queen that she must kill the thing she loves most in order to enact the Dark Curse.
  • It is revealed in this episode that Regina's son Henry was named after her father.
  • On the last page of the book - that isn't ripped out - the story featured is that of Snow-White and Rose-Red.
  • Regina claims that her apples are from a Honeycrisp tree. However, the apples in the basket, on the tree and everywhere else that apples are used in the set dressing are Red Delicious, which have a completely different shape and color than Honeycrisp apples. Honeycrisp apples were not commercially available until 1991, and must be specifically bred.


The episode was co-written by series co-creators Edward Kitsis and Adam Horowitz, marking their 2nd writing credit, while Smallville veteran Greg Beeman served as the director, marking his 1st and, thus far, only directing credit with this series.

In an interview with TV Overmind, actress Lana Parrilla (Regina) explained that viewers would see another side of Regina/The Evil Queen in this episode. Parrilla said, "We will see a vulnerable side to the Queen and how people relate to her on a human level. What I've been trying to show is not the hatred for Snow White, but where it derives from. It's not so surfaced. That brings a vulnerability to the character. You'll see into her history and that exposes her in a very vulnerable way as well." As for Regina's troubled relationship with Henry, Parrilla noted that "She may have a cold heart, but I think she really, genuinely loves her son. She doesn't think of him as an adopted son, she thinks of him as her son."[1]



The episode was viewed by an estimated 11.64 million viewers and received a 3.9 rating/10% share among adults between the ages of 18 and 49, and even though it was down a 10th from its debut, it retained its lead in its timeslot, and was the only ABC show to have the most viewers tuned in that evening. It ranked 3rd in its timeslot altogether, behind Football Night in America on NBC and 60 Minutes on CBS, but it beat The Simpsons on FOX.[2]

In Canada, the episode received 1.44 million viewers, which was down from the premiere, but it held on to the 14th place for the week once again.[3]


  • Shaunna Murphy, of Entertainment Weekly, was positively critical of this episode, saying: "I had a really hard time with the pacing and a lot of the dialogue in last week's jam-packed, exposition filled pilot, but I found this week's installment to be a definite step in the fun direction." She particularly praised the slower pace and the back-and-forth between Regina and Emma.[4]
  • Amy Ratcliffe, of, was also positively critical, but in a slight toned-down manner, not praising the episode overall: "Overall, the episode was fun. The special effects were not impressive but not horrible. The story is enjoyable and entertaining but not gripping. Some of the fairy tale nods are on the heavy-handed side, but overall, they work. Already, Once Upon a Time feels like my comfortable slippers. They're not flashy, but I put them on night after night and like them."[5]
  • "Once Upon a Time gave us a great second outing here, as we looked back at what it took to make The Evil Queen's curse come to life.", said Christine Orlando of, who rated this episode with a 4.6/5 and praised the protagonist and the antagonist, for being two strong female characters. She cited Emma's cutting of the apple tree as her favorite scene.[6] Oliver Sava of praised the casting of Kristin Bauer van Straten as Maleficent, but criticized the CGI effects used in her scene: "The production values have definitely taken a step down from the pilot, and the show’s reliance on CGI for the flashback environments and magic effects is taking its toll on the budget. The CGI this week is choppy and sloppy, and it makes the flashbacks look cheap." The episode received a community grade of C+ on that site.[7]


Gallery of photographic stills released to promote the episode.

External links


  1. "Tonight on Once Upon a Time: The Queen’s Backstory & Regina’s Relationships with Emma & Henry", by Clarissa, October 30, 2011,
  2. "TV Ratings Sunday: 'Once Upon a Time' Holds Up; 'Allen Gregory' Debuts Weakly", by Robert Seidman, October 31, 2011,
  3. Top Programs - Total Canada (English) October 17 - October 23, 2011
  4. "'Once Upon a Time' recap: This Town Ain't Big Enough", by Shaunna Murphy, October 31, 2011,
  5. "Once Upon a Time: "The Thing You Love Most" Review", by Amy Ratcliffe, October 31, 2011,
  6. "Once Upon a Time Review: The Price of Power", by Christine Orlando, October 31, 2011,
  7. "“The Thing You Love Most” S1 / E2", by Oliver Sava, October 30, 2011,
Community content is available under CC-BY-SA unless otherwise noted.