Once Upon a Time 4x13
March 8, 2015
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"Unforgiven" is the 79th episode of Once Upon a Time.


David and Mary Margaret suspect Cruella and Ursula have come to Storybrooke looking for something more than their own happy endings - something that threatens to reveal a secret they thought was long buried. Emma begins her own investigation of the two villainesses, but she can't shake the feeling that her friends and family are keeping something from her. Regina and Henry continue their search for the Author, turning to Marco and Pinocchio in the hope the latter might remember a clue that will help them. Meanwhile, in the fairytale land that was, Snow and Charming cross paths with the Queens of Darkness as the threat of the Evil Queen's Dark Curse hangs over all of them.


Previously on Once Upon a Time...

Rumple uses the Snow Queen's scroll to cross the town line into Storybrooke, thus regaining his magic and losing his limp. As he throws his cane away, he tells Ursula and Cruella De Vil - the latter of which points out the fact that they came back for him, addressing him in her usual manner of "darling" - that they can now begin their task. ("Darkness on the Edge of Town") As they walk down Main Street at night time, Mr. Gold points out that their team is one member short. Ursula realizes that he's talking about Maleficent, but Cruella says that she's dead. "Not entirely," Rumple assures them, "It's time to reunite the band." ("Darkness on the Edge of Town")


413 01
In her nightmare, Mary Margaret's family is threatened.

The clock turns from 2:37 to 2:38 A.M, and Mary Margaret lies sleeping in her bed. She rolls over and her arm begins lazily reaching out for her husband; however, he's nowhere to be seen. Sensing this, she turns her head and opens her eyes, quietly calling David's name; there is no reply. She grows worried now, sitting up in a perturbed manner, the prince's name said once more, and then the baby starts to cry. Mary Margaret is next seen out of bed and approaching Neal's crib, lifting the upset child up into her arms and assuring him that all is alright, for she's got him. She proceeds to cradle him into silence, gently kissing his cheek, and then... "What a lovely child," says Maleficent, having appeared suddenly in the apartment. Mary Margaret is shocked and angry, and she loudly orders the evil enchantress to stay the hell away from her son. It is at this point that Cruella emerges from one side of the room, commenting that they are not the ones Neal should fear as she makes her way to be at Maleficent's side. Ursula does the same from the other side of the room, adding that something far worse than the three of them looms over his head. "The truth of what you did to me," Maleficent finishes. Suddenly, Neal disappears from his mother's arms, now being cradled by the dragon witch. Sobbing and hopeless, Mary Margaret begs the Queens of Darkness not to hurt her family, however, as Maleficent puts it, "When I'm finished, you won't have a family left to hurt." She smiles down at the baby evilly.

413 02
The Charmings are guarding a dark secret.

Again, the clock turns from 2:37 to 2:38 A.M, and Mary Margaret's eyes shoot open in a panic, the preceding experience having been a bad dream. She sighs with relief as she comes to realize this and, just like before, she lazily reaches an arm out to grab her husband. However, also like before, the prince is nowhere to be seen, and Mary Margaret is worried once again. She is next seen exiting the bedroom area to check on the baby's crib, but Prince Neal is laying down soundly and she lovingly brushes his cheek in mitigation. She then calls her husband's name, and David greets her from the stairs, assuring her that he's right there. His wife approaches, commenting that he hasn't slept a wink, and David reveals that he finds it difficult with Ursula and Cruella living right down the street. Mary Margaret relates to this, telling him about the nightmare she just had and how Maleficent appeared, and David isn't surprised. He throws back the last of his glass of scotch, getting up from the stairs to grab the bottle of McCutcheon from the table, and he pours himself another, sitting down at said table with his wife as she recalls that Maleficent said she would make them pay for what they did. David comments that it's a good thing she's no longer around, but Mary Margaret points out that the other two are, and they know what they did. Worried and frantic, she says that this can't be a coincidence, but Charming says in turn that it doesn't matter; none of that matters - all that does is that they get them the hell out of this town before anyone else learns what they did. Snow nods, mildly comforted.


Act I

413 03
Sleepy makes for a less than stellar guard.

In the fairytale land that was, two horses are seen hastily riding side-by-side, and it isn't long before Snow White and Prince Charming arrive home to the latter's castle. They dismount their respective steeds, and the prince wonders if he should be worried that his new wife is this excited for their honeymoon to be over. Snow assures him that the Summer Palace was wonderful (see "The New Neverland"), but it's time to face reality: the Queen is still out there and they have to figure out a way to deal with her. Charming appears confident that they will find a way to overcome whatever it is that Regina decides to throw at them, but Snow grows distracted, seeing that Sleepy is dozing by the entrance to the bridge. "I thought I told the dwarfs not to put Sleepy on guard duty!" she exasperatedly exclaims, but then Charming notices one of the palace guards sleeping as well, and he knows that something isn't quite right. "A sleeping curse..." Snow realizes, and Charming quickly draws his sword, believing Regina to be behind this.

413 04
Maleficent wishes to strike a deal.

The two royals are next seen in the grounds of their palace, where every single member of staff is lying unconscious on the floor thanks to a spell of some sort. With both of them grasping the handles of sheathed swords, they order Regina to show herself; however, a voice behind them says that no one's hiding, and the newlywed Charmings quickly spin around and draw their weapons at Maleficent. Charming remembers her from their previous encounter, and she expresses her worry that he might not have recognized her, wondering if they've met her associates. With that, Cruella and Ursula emerge from opposite sides of the courtyard and regroup at their leader's side, being introduced in turn. Charming demands to know what it is they want from them, but Maleficent tells the "dear prince" to relax, for they aren't there to fight: "We're here to make a deal." Snow and Charming, their swords still aimed at the three villainesses, appear shocked to learn the true intentions behind this unpleasant encounter.

413 05
Cruella says... something.

Back in the present, David and Mary Margaret are seen having coffee together over at Granny's Diner while Prince Neal sleeps in the stroller resting beside their table. They both exchange worried glances, and, at the counter, Granny herself is seen chopping some fruit. Cruella and Ursula, who are sitting on the other side, wonder how much longer they are going to have to wait for the drinks they've ordered, but Granny simply gives them an indignant stare, taking her chopped fruit and carrying it elsewhere. Will Scarlet then enters the establishment and asks for the usual; Granny appears cheered by his visit and immediately grabs two cups of to-go coffee, handing them to the former Knave of Hearts and allowing him to leave with them in a matter of moments. Cruella appears annoyed that she and her friend can't seem to garner the same sort of speedy service and she comments to Ursula, "You know, if that old bag still wolfed-out I would turn her into a coat for my collection." Regina then enters with Henry at her side and Ursula is quick to greet the former, saying that they could do with a "heart-rip" over here because Granny needs a little encouragement taking their order. Cruella commends the very effective tactic, recalling that the Evil Queen once ripped the heart out of every villager in the North Woods; "Or was it the South?" Ursula adds, making Regina flinch. She advises Henry to head to her office and get started on the book and he obliges, telling her to make sure to get chocolate-frosted donuts as opposed to just chocolate donuts, and Regina nods.

413 06
Snow and Charming want something done about the town's newest villains.

Once he's gone, she turns to the self-proclaimed "Queens of Darkness" and warns them that if they bring up her former sins around her son again then they'll find themselves over the town line faster than they can say "costume jewelry". Cruella assures the Mayor that what she wears are genuine blood diamonds, but Regina doesn't care, and Ursula suggests that she and her associate take their business elsewhere. They proceed to exit the diner and Snow and Charming, who have been listening in the entire time, get up and ask Regina what the plan is to deal with their latest crisis. Regina concedes that Ursula and Cruella may be a pair of tactless morons, but they couldn't magic their way out of a paper bag; she wouldn't worry, adding that they're in town to seek redemption. Mary Margaret questions if she actually believes that and Regina tells her that if she didn't believe it was a distinct possibility then she wouldn't have let them in town in the first place. David points out that, now that they're there, they have to be certain, which means keeping eyes and ears on them 24:7. Regina points out in turn that that sounds like a job for the Sheriff's department, saying that she has bigger things to worry about before turning away from the two supposed leaders.

413 07
David calls Emma to duty.

Meanwhile, Cruella and Ursula are seen exiting the diner when they come across Emma and Hook, who are presumably making their way there for a bite to eat. As paths are crossed, Ursula turns to the pirate and merely says, "Hook," as a sign of recognition; Hook doesn't answer, instead simply staring at the two "Queens" as they walk away. Emma appears surprised that Hook knows Ursula, but he defends that he encountered many a vile creature on his voyages. David then rushes out of the diner, happy to see Emma, and he tells her that they have to go. She appears upset that they have to leave now, for she came to meet her parents for lunch and has been dying for a grilled cheese all day, but Charming tells his daughter that it will have to wait. She's aware that they have two new "friends" in town and he believes that they're up to something and, if they hurry, they can pick up the trail. "Looks like duty calls," Emma says, giving Hook a kiss on the cheek goodbye before setting off with her father.

413 08
Belle is naht happy.

Cruella and Ursula are next seen entering Mr. Gold Pawnbroker & Antiquities Dealer; however, Belle is quick to grab a potion and tell them that if they try anything then both of them will be hopping out of this shop as toads. Cruella gives her a "hello to you too, darling", and Ursula comments what a nice place Belle's got here, adding that it sure beats sweeping a castle. Annoyed, Belle asks why it is they're there, wondering if they've come to kidnap her again (see "Heroes and Villains"), and Cruella asks if they did that, declaring that they all "blur together", before revealing that the reason behind their visit is to offer her congratulations in defeating the Dark One. As this is said, Ursula's tentacle can be seen protruding from out of her skirt, making its way into the back room unbeknownst to Belle, who is told by Cruella that no one would have ever thought a simple chambermaid could take down the most powerful sorcerer in the land, commenting that she did quite the number on him. Belle takes this to mean that the two of them have seen him since he was thrown out, and Cruella answers positively, telling the librarian that her husband is a mess; a bum reduced to his old, cowardly self.

413 09
Ursula uses the five-tentacled discount.

Ursula's tentacle, meanwhile, knocks over a candlestick by accident before grabbing a box from the table, and the sea witch herself vocalizes her realization as to why Rumple was so terrified of losing his magic. Cruella then asks if there's not a part of Belle reveling in all of this, but she angrily exclaims otherwise, refusing to take comfort in his suffering. She then asks if they intend to buy something or if they just came in to be cruel, and, seeing that the box is now safely in Ursula's possession, Cruella turns around and grabs her phone, sending a quick text as she says that she was hoping to find a new hood ornament for her vehicle; "Something with a little glitz," she adds as she turns back around, phone away, and Belle indignantly tells her that she'll check the inventory. Ursula, who's holding the box she stole behind her back, begins flicking through the large record book on the desk, but Belle quickly stops her, slamming it shut. The shot moves down and we see that the box is marked with a symbol which greatly resembles the headpiece worn by Maleficent.

413 10
Maleficent's ashes are collected.

We are treated to a view of Storybrooke's iconic clock tower, before being taken beneath the ground, all the way to the caves that exist beneath; the ones which housed Maleficent in her dragon form for twenty-eight years. Mr. Gold is seen making his way through them, looking at his phone as the text Cruella sent in the shop comes through, reading, "We got it". Gold slams his flip phone shut and takes a look at his surroundings, pocketing the phone and saying to himself, "Won't be long now, Maleficent my dear." And then he outstretches a hand, using his magic to draw together a pile of ashes: Maleficent's ashes. He kneels down beside them and runs his fingers through her remains, taking a handful and adding, "Your slumber is nearly over." He allows the ash to drop back onto the pile.

Act II

413 11
Regina thinks back to a time she was truly happy.

Henry turns the pages of his book as he sits down in his mother's office, landing on an illustration of Pinocchio and his father after the former has just become a real boy (see "The Stranger"). Regina herself then enters, dropping a box of donuts onto the desk while assuring her son that they're chocolate-frosted, as opposed to just chocolate. She then asks how he's doing in terms of progress, wanting to know if he's found anything, but Henry has nothing to report, going on to assure her that if the Author left clues in the book like Mother Superior said then they'll find them. He then asks her how she's doing and she pauses, before shrugging off her clear uneasiness and promising her son that she's fine. He points out that she didn't seem "fine" when they ran into Ursula and Cruella earlier, and, trying to maintain her smile, she sits down and defends that they remind her of a time in her life that she'd rather forget: a time when she was a true villain; it makes her doubt if her happy ending is even possible. Henry tells her that she can't think like that, and she knows, but, sometimes she wonders if she'll ever be as happy as she was back when it was just her, him, Robin and Roland - that feeling was the closest she's ever been to happy, and she wants to get back to that.

413 12
An idea is had to contact Pinocchio.

Henry opens the box of donuts and takes one out while he assures his mother that she will experience that feeling again, for when they find the Author and have him rewrite her story everything will be the way she wants it. He then takes a bite out of the donut and Regina warns him to be careful of getting crumbs all over the book, getting up out of her seat in order to dust them off. As she does so, Henry places his donut onto a nearby napkin while she realizes something strange: the paper on which Pinocchio's story is written is different than the rest. Henry explains how this particular story was added to the book by August because he wanted Emma to know that he was Pinocchio as a boy; he wanted her to believe (see 1.11-1.20). "If August took the book apart," Regina ponders, "He might know something about it what we don't." Henry says that it's too bad he isn't around to ask, and Regina says in turn that August might not be... but Pinocchio is. She taps the little boy's picture in the book as she does so, and she and her son smile at one another.

413 13
Emma has doubts regarding her father.

Across town, Emma and David are seen in their sheriff's car as they keep watch of Cruella's own vehicle, which is still parked outside Mr. Gold Pawnbroker & Antiquities Dealer. Emma says that she understands her father not being a fan of Ursula and Cruella but wonders if she's missing something, asking if he knew them back in the Enchanted Forest. Keeping his eye on the car, he replies that he and Snow had some run-ins with them that weren't pretty, to which Emma says, "And?" "And what?" he questions, and Emma says she feels as though he's leaving stuff out. She asks him if this is the case, but, before he can answer, the bell of Mr. Gold's door is heard ringing, and Ursula and Cruella step out of the shop. David alerts Emma to this as the two villainesses hop into the vintage car and drive away; the sheriff's car is quick to step onto their trail, and David tells Emma to call Belle, for he wants to know exactly what happened in that shop.

413 14
The terms of the deal are discussed.

Back in time, Prince Charming and Snow White face Maleficent, Ursula and Cruella inside the council room of the castle, where Snow voices that she doesn't understand why the three villainesses have come to them. Maleficent explains that the threat Regina made at their wedding (see "Pilot") about ruining their happiness wasn't all bluster; she has a way to make it happen. Charming wonders how it is she knows that and Maleficent adds that Regina just stole the darkest of curses from her (see "The Thing You Love Most"). Cruella iterates that it's the Dark Curse, and that it makes that "poison apple thing" she did to Snow look like child's play, while Ursula says that it will punish all of the Enchanted Forest, including them. Charming wishes to know what it is they're suggesting, theorizing that they might want to storm Regina's palace together, and Cruella groans, vocalizing, "If only your wits matched your looks." Maleficent goes on to inform them of a magical tree deep within the forest; the fairies call it the Tree of Wisdom, and it will answer any question asked of it.

413 15
The Charmings are backed into a corner.

Including, says Cruella, a query about how to defeat the Queen and her curse. Snow asks why the Queens of Darkness can't do this themselves, at which Maleficent explains that the tree's knowledge is protected: its wisdom can only be unlocked by two of the most valiant heroes. Charming realizes that that's why he and his new wife are needed, and Maleficent walks around the circular table which serves as this conversation's center, making a map to this tree's location appear with her magic in a small flurry of black, inky smoke. She offers to escort the royals there along with Ursula and Cruella, for all of their safety, and walks back around to be with her aforementioned associates. Snow and Charming then turn away from the Queens in order to talk privately, saying that if what they say about the tree is true then they'll be able to defeat the Evil Queen once and for all. Snow is unsure if the trio can be trusted, for they're almost as bad as Regina, but Charming points out that if the pending curse is as dark as they say then the entire kingdom is in danger... "What choice do we have?"

413 16
David finds something in Cruella's car...

The sheriff's car continues to follow Cruella's car through Storybrooke's outer-roads, with David keeping a fair distance between the two vehicles so that the two villainesses don't catch on. Emma, who's just ended a phone call, relays to her father that Belle just checked the back room of the shop and she's pretty sure that there's a wooden box missing. David wonders what was inside it, but Belle didn't know, and so he decides to find out by turning on his siren and forcing the vintage car to pull over. Cruella appears annoyed to have to do so, and it isn't long before Prince Charming is tapping on her driver's side window, beckoning her to wind it down. She does so and asks if there's a problem, referring to him as "Sheriff Chiseled-Chin", and David smiles sarcastically, ordering she and her friend to step out of the vehicle. They do so, and are next seen standing with Emma while David searches their car, starting with the trunk. When he finds nothing, he moves onto the various compartments around the front seats, but finds nothing there either except old papers. He then moves back the passenger seat and finds an eject-able hidden drawer, inside which is the stolen Maleficent's box. David opens this and sees a strange dragon-clawed totem which belonged to the dark sorceress, and a look of panic ensues on his face.

413 17
...but he keeps it to himself.

Emma, unable to see what's happening, asks her father if he's found anything, but he quickly moves the seat back and lies, saying that the car's clean. Emma finds this weird, wondering if Belle simply misplaced that box, and David pretends not to know, adding that Cruella and Ursula can't be arrested for speculation. "Looks like you guys are off the hook," Emma tells them, to their surprise, and the blonde apologizes. As they head back to the car, Ursula comments that it would be nice if at least one of the Charmings lived up to that family name, and Emma suggests that she and David head back to the sheriff's station and check out any security footage of the shop to make sure nothing was taken. David tells her to go ahead, wanting to check on Mary Margaret, and gives Emma the keys to the sheriff's car, requesting that she make a stop at the loft on her way. As Cruella's car drives away, Emma stares at her father and asks if he's sure everything's okay, and he answers positively, saying that they should go now. She heads to the car while he stares down at his hand, and we see that Maleficent's dragon-clawed totem remains in his grip. With a serious face, he too heads to the car.


413 18
The secret is threatened.

David continues to hold Maleficent's dragon totem back at the apartment, and Mary Margaret is less than thrilled to learn that he discovered it in Cruella's car, because it belonged to Maleficent and meant a lot to her. David realizes this, and he can only think of one reason as to why those two witches would want to steal this totem: a spell, one which will resurrect her. Mary Margaret asks if that's even possible and David responds that it doesn't matter what their dark magic can or can't do, because now that they have the totem it's not even an option. Mary Margaret points out that once they discover it's missing they'll just find something else, and so David suggests that they take the one thing Cruella and Ursula can't do without: Maleficent's remains. Mary Margaret recalls them being under the library and David goes on to explain that they'll find them and dump them in the harbor and then she's gone forever, and once Ursula and Cruella realize that maybe they'll leave town too. "And hopefully they'll take our secret with them," says Mary Margaret. The two of them continue to stare down at the dragon-clawed totem.

413 19
A bridge needs to be crossed.

Maleficent clutches her dragon staff in flashback as she watches Charming negotiate with some soldiers guarding a bridge they need to cross. He soon heads back over to she, Ursula, Cruella and Snow and the dark sorceress wishes to know if the guards are going to let them cross or not. Charming answers negatively and Cruella scoffs, having thought that traveling with Snow White and Prince Charming would open some doors; she asks if they soldiers know who the two royals are, and Snow reveals that they do, but they also know who the three villainesses are so now they're just going to have to find another route to the Tree of Wisdom. Charming says that if they walk South they can circumvent the ravine, but Ursula points out that that will set them back two days. Cruella suggests that the prince show the guards how skilled he is with his blade, clearly enticed by the idea, but Snow, angered, tells the Queens that those men are just trying to do their jobs and, quite frankly, she would do exactly the same. There's a pause, and the Charmings soon realize that Maleficent is missing.

413 20
Or rather, burned.

Snow demands to know where she is, but her question is soon answered when she and her husband stare over the cliff edge, down into the ravine, and a colossal dragon soars from the depths. Maleficent, in her dragon form, circles around the outer-forests of the mountains before coming back round and incinerating the guards of the bridge with one powerful jet of her fire breath. They die screaming and, once the flames have died down, the Charmings rush to their aid; however, it's too late - all that's left of the men are some traces of armor and scorch marks. Snow is heartbroken and Maleficent, emerging once more in her human form, says that she doesn't think that detour will be necessary. "You should've given us another chance to talk to them!" Charming rages, to which Maleficent replies, "Talk, talk, talk. You weren't willing to do what needed to be done; I was." Cruella commends her superior, who asks the Charmings if there's a problem. They just stare at her indignantly, and she says that she didn't think so, before beginning to make her way across the unguarded bridge with her two villainous associates close behind her. Snow and Charming appear uneasy as they stare at the path ahead.

413 21
Hook is holding out on Emma.

In the sheriff's station, Emma is working on her computer when Hook walks in with a smile on his face and a bag of food in his hand. He hands it to her, announcing that there's a grilled cheese inside just the way she likes it, and she asks if he remembered fries; he says he got onion rings, and she is happy to hear this, having been testing him. He wonders what she's doing on the computer and she moves the bag of food out of the way, explaining that she's downloading an ATM security system to find out if Ursula and Cruella stole something from Gold's shop. This then reminds her that she never got a chance to ask the captain how he knows Ursula, but he says that he already told her she's just one of the many sea monsters who crossed his path in his pirating days. Emma wonders what exactly that means and Hook says that he honestly doesn't recall. She refutes this, but he assures her that that's all there is to know, despite her insisting that he is holding something back. "I don't know what else to say," he tells her, making her face go blank. She leans back in her chair, arms folded, and replies, "Neither do I..." There's an awkward pause, broken by the noise made by Emma's computer to tell her that her download is complete. She says that she should get back to it, clearly still upset, and Hook leaves, telling her to enjoy her witch hunt as he goes. Emma looks deeply unsettled as she sits at her desk alone.

413 22
Emma's superpower is... it's just gone.

David is seen loading some gear into his jeep, including a bundle of rope, as Mary Margaret walks towards him with two torches in tow. He tells her that that'll do and loads them into the trunk as well, adding that they can get to the cavern where Maleficent's remains are through the mines. "Hey!" exclaims Emma as she approaches, wondering where her parents are headed, and they wonder in turn what she's doing there. She reveals that she found something on Ursula and Cruella, retrieving her phone from her pocket which is playing a security video of the two Queens of Darkness heading to their car with the box that they stole. Emma believes that Belle was right and that that's the box that's missing, which is at least enough to drag them into the station, but David advises her not the jump the gun, for they don't even know what that is. "Wait, what?" Emma asks, confused, "Two hours ago, you guys were so amped up about these divas that you didn't even let me eat lunch and now you're..." "Going... for a hike," Mary Margaret quickly lies, telling her daughter that they got Ashley to babysit Neal.

413 23
Le guilt.

Emma demands to know what the hell is going on today since the crisis is apparently now null and void, and David explains that he and Snow simply realized that they need to take a step back from their crusade; the truth is, they've been going about this all wrong. Mary Margaret adds that they knew those women back in the Enchanted Forest when they were villains, and ever since they stepped foot in town that is exactly how they've treated them. David adds further that they choose to see the worst in them, but if they're going to have a shot of redeeming themselves then they need to choose to see the best. Confused, Emma asks if they're seriously going for a hike, and David replies that he knows it might be hard to believe that they've backed off Ursula and Cruella, but he and Snow think that it's the right thing to do. Mary Margaret nods, but Emma still looks confused, deciding to accept her parents' explanation nonetheless. She says that she will be at the sheriff's station if they need her and proceeds to walk away, leading Mary Margaret to ask her husband if this is really the right thing to do. He says that it's the only way to prevent Emma from finding out the truth, and the two of them look on guiltily as their daughter heads back to the station.

Act IV

413 24
Pinocchio fails to remember.

Back in Regina's office, she watches as young Pinocchio looks down at his own story in Henry's book, going on to ask if anything's coming back to him. He shakes his head, and she suggests that he look at the pages again, at which point Emma enters. Regina asks the blonde where the hell she's been and she explains that she was at the station on "witch watch", wondering how everything's going here. Regina reveals that "it isn't", for Pinocchio can't remember anything, but she thought since Emma and August spent so much time together maybe seeing her would jog his memory. Emma supposes she could give it a shot and approaches the young boy, who's being supervised by his father Marco. She greets him warmly and leads him over to the nearby couch, where they sit together; she asks if he remembers her, and he recalls that she's Emma the sheriff. However, she presses that, back when he was older, they were friends, assuring him that he was a very smart grown-up: so smart, he knew how to take the entire book apart and add a story to it, and then he was able to put it all back together. She wonders if he remembers doing that, or anything else about the book, and he pauses. Regina appears rather apprehensive, but she's let down when Pinocchio says that he knows everyone wants him to remember, but he just doesn't.

413 25
Marco says what we're all thinking.

Frustrated, Regina tries reminding him that he went to Phuket, rode a motorcycle, wore leather and didn't shave. "Regina..." Emma warns, worried about the Mayor's level of aggression, but Regina insists that the little boy is not trying hard enough; "All you need to do is concentrate and think! Or is that head of yours still made out of wood?!" Marco orders her to stop, and even Henry seems ashamed of his mother. The old carpenter refuses to have Regina speak that way to his boy, at which Regina, a crazed look in her eyes, suggests that maybe what his boy needs is some motivation. Emma tells her that that's enough, deciding to take Pinocchio and Henry down to the vending machine for a snack; the three of them exit, leaving Marco alone in the office with Regina. "Has it ever occurred to you that maybe this quest of yours is ill-fated? After ruining everyone else's happy ending, what makes you think you deserve one of your own?!" he yells. She says that she could ask him the same question considering he lied about the wardrobe so that he could send Pinocchio to this world. Marco argues that he wouldn't have needed to do so had it not been for her curse; he had to save him. He then orders her to stay away from his boy before storming out of the office. Regina is left in a deeply angered state.

413 26
Dat sneak.

Meanwhile, Mary Margaret and David wield torches as they make their way through the mine tunnels, determined to prevent their secret from being told to anyone; the former asks if they should really be doing this, at which her husband replies that stealing the remains of a dead sorceress wasn't exactly high on his bucket list either. She then reveals that she was referring to the "lying part", pointing out that Ursula and Cruella have only been in town for two days and they've already lied to Emma more times than she can even count - "When does it stop?!" David says that it stops when they get rid of Maleficent's ashes and those witches are gone. The two of them continue through the tunnels and towards the cavern where the ashes can be found.

413 27
They gone.

Two tents are erect in the Enchanted Forest of the past and Maleficent exits one, followed by Ursula and Cruella. The dark sorceress calls out for Snow and Charming, who are meant to be in the other tent, for the time for beauty sleep is over. Concerned, she approaches the tent and whips open the entrance flap with her hand. Her fellow Queens of Darkness watch apprehensively, and it isn't long before Maleficent turns to her two associates with a look of anger which reveals that the Charmings are nowhere to be found. In her rage she stomps her dragon staff on the ground, causing a jet of fire to be released from the top which shoots off into the sky.

413 28
The Tree of Wisdom rejects the Charmings... ha.

The same jet of fire can be seen in the distance as Snow and Charming, meanwhile, run through the woods and away from the trio of villainesses. They soon come to a stop and the prince announces, "There it is." They then slowly approach that magnificent plant that is the Tree of Wisdom, in all its glory. They come around the other side of it and Snow wonders what they do now, and Charming, noticing two rocks with hand prints embedded in them, guesses that this is how they get the answers they need. The two supposedly valiant heroes then place one hand each into these hand prints, looking up before Snow asks of the Tree of Wisdom, "How do we stop the Queen's curse?" The hand prints begin to glow with golden light, as does the tree itself; however, the light soon turns an eerie red, and the two royals are blasted backwards in a violent, defensive burst. They get up from the floor, confused as to why the tree didn't answer their question, and Charming concludes that the witches have to have lied. Snow wonders if it's a trap, but Maleficent says otherwise as she, Ursula and Cruella approach from nearby, assuring the royals that they didn't lie about anything. Snow and Charming both draw their swords, and Maleficent suggests that perhaps the two of them aren't as valiant as they thought.

413 29
Aye aye aye...

David and Mary Margaret finally come to the large underground cavern where Maleficent was kept throughout the entirety of the Dark Curse, and, almost immediately, they spot the neat pile of ashes on the ground - all that remains of the dark sorceress. They approach the remains quickly, hoping to collect and subsequently get rid of them as fast as they possibly can, and Mary Margaret appears overjoyed at the fact that they managed to stop the Queens of Darkness in their tracks, vocalizing this fact. "Not exactly," says Ursula as she and Cruella make themselves known, and the Charmings are startled. Ursula then whips them round the heads with one of her tentacles and the two of them fall to the ground, unconscious.

Act V

413 30
After she comes to apologize, Marco decides to help Regina.

Marco is busy sanding a wooden chair in his workshop when he notices that Regina is standing just outside the large entrance-way. She steps inside and Marco says that he thought he made it clear he doesn't want her near his boy; she says in turn that she didn't come there to talk to Pinocchio, but rather to Marco. He makes clear that he knows nothing about the book, at which she tells him to shut up and let her finish because she's trying to apologize. He tells her that she's off to an interesting start, referring to her blatant rudeness, and she proceeds to say that if someone talked to Henry the way she spoke to his boy then she would have done a lot worse than just yell at them. She knows she was out of line, but defends herself by saying that it seems every time she makes progress towards her happy ending she hits another dead end; however, she knows she'll never find it if she reverts to her old ways, so... "I'm sorry." She begins to walk away, but Marco suddenly tells her to wait, approaching something which is covered by a tarp and removing it to reveal August's motorcycle. He explains that he kept it after the Blue Fairy turned August back into a boy (see "Selfless, Brave and True"), just in case he remembered the man he used to be. The old carpenter proceeds to take the satchel from the motorcycle and present it to the Mayor, suggesting that something inside will help her find what she's looking for. She takes the satchel, and he continues in saying that if his boy can't help her with this then perhaps hers can. She smiles, and he wishes her good luck, leading her to express her gratitude by taking him by the hand. She then walks away with the satchel in tow.

413 31
It's time to cut a bitch.

David and Mary Margaret continue to lie unconscious down in the cavern, now watched over by Mr. Gold who asks whether or not the Charmings suspect his hand in all of this. Ursula says that they had no reason to, and the Dark One then asks about Belle, wondering if she had any suspicions while they were in his shop. "You mean, did she ask about you?" Ursula questions, to which Cruella adds, "She didn't even mention your name, darling. I'd say she's moved on." Rumple maintains a stoic expression as he's told this before taking a switch-blade out from his pocket and unfolding it, handing it to Cruella and saying that she knows what she must do. She nods, feeling the weight of the knife in her hand, and stares down at the Charmings while Rumple walks away.

413 32
Maleficent realizes that Snow is pregnant.

Snow and Charming continue to face the Queens of Darkness, swords aimed, and the former exclaims that they were fools to think they could work together. Charming orders the trio of witches to stand aside and let them pass, but Maleficent simply lifts her staff from the ground, thus causing the royals' weapons to come flying out of their hands with her magic. The dragon witch then declaims that no one's leaving until they figure out why the Tree of Wisdom didn't answer their question, and Cruella suggests that perhaps they got the rules wrong. Maleficent refutes this, sure that the plan should have worked unless there was some interference; "Unless the tree sensed..." She stops suddenly, having noticed something. In an instant, she is standing right in front of Snow, who is startled. The sorceress asks herself how she didn't see it sooner, pointing out the sparkle in Snow's eyes, the glow of her snow-white skin and the fact that she's positively radiant. Based on the look she's receiving from the Charmings she assumes that they don't know, before revealing to them that they're with child. They are shocked, and Maleficent explains that that's why the Tree of Wisdom knocked them back.

413 33
The Charmings fear their child's potential for darkness.

Their excitement is interrupted when they come to wonder why their child would prevent them from getting an answer, and Maleficent explains further that they might be heroes, but that doesn't mean that their child will be. Charming warns the witch to be careful but she ignores him, continuing in saying that their child is the product of true love, which means it could grow to be a powerful hero capable of great good, but, with the potential for that good also comes something else: the potential for great darkness. "Your child might turn out to be just like us," she finishes, standing tall with Ursula and Cruella, and Snow is disheartened by the thought that her daughter could grow up to be a villain, darker than any this realm has ever seen. Maleficent then tells her associates to come along, for it looks like they're going to have to find another way to evade Regina's Dark Curse, and Ursula asks if she can choke the Charmings first, her tentacles being bored. "I have a feeling they have plenty of suffering in their future," Maleficent assures, "Let's go." The trio of villainesses proceed to turn around and leave while Snow looks worriedly at her belly.

413 34
"It's good to be back."

Still do Mary Margaret and David lie unconscious, and Cruella hastily takes the knife she's been given and uses it to slash open their hands in turn, the pain of it causing them to come to. She then allows the blood of the knife to drop onto the pile of ashes that were once Maleficent, which sinks down as magic is melded. Sitting up, Mary Margaret asks the black and white diva what the hell she did, and Cruella explains that the dark magic they're using to raise Maleficent doesn't require some silly little trinket from Gold's shop - that was just a ruse to get them down here -, they need something with a little more kick. "The blood from the people who wronged her most," Ursula reveals, and Mary Margaret grows fearful as said blood continues to meld with the ashes. Soon enough, a massive grey whirlwind bursts forth, and the Charmings and the Queens of Darkness step back and watch as molecules are drawn together in the air, developing into the last form we saw Maleficent take down in these caves: that of a screeching zombie in a torn pink dress and golden horned-crown (see "The Evil Queen"). The noise she makes fills the entirety of the cavern as she grows to massive size. David and Mary Margaret are disgusted while Ursula and Cruella are overjoyed. Maleficent then breaks down and re-materializes into her preferred dragon form. She flies about the cavern, breathing fire, and the joy expressed by Ursula and Cruella reaches new levels. It isn't long before the raging dragon is consumed entirely by the grey smoke surrounding it, and the whirlwind lands on the ground, swirling around a woman's form. The smoke soon dissipates, and there stands Maleficent, in all her resurrected glory. She takes a deep sigh of relief, and the Charmings are less than happy to see her standing there. Ignoring them, she takes in her surroundings and says to herself, "It's good to be back."

Act VI

413 35
Maleficent makes some contradictory statements.

Mary Margaret and David cautiously approach the newly-resurrected Maleficent and the former says that whatever the dark sorceress thinks they did, she doesn't know the whole story. Maleficent assures her that she knows enough, staring at the princess indignantly as she walks around her and her husband, and Cruella tells her associate to be careful, for they have a plan. Mary Margaret tells Maleficent that if she has to hurt anyone it should be her, to which she replies, "Hurt you? No. That would be far too easy." "You're going to tell everyone what we did first..." Mary Margaret dreads, but Maleficent reveals that she doesn't care about their secret; they can keep it as long as they like, because she only cares about one thing... "Your pain. And that it be as long and terrible and unyielding as my own. The pain you caused." Ursula comments that she forgot how much she missed her, and Cruella agrees that it's going to be entertaining while Maleficent continues in telling Snow that she's going to revel in every torturous moment. "And you? You're gonna watch your world crumble." She then walks away, backed by Ursula and Cruella, and tells the Charmings that she'll be seeing them soon. As the Queens of Darkness exit the cavern, Mary Margaret comments to her husband that this is all their fault. "If we hand't been so determined to keep our secret... if we'd just asked for help..." "You're right," David agrees, "We can't keep lying... We have to tell Emma everything." Mary Margaret nods reluctantly.

413 36
Emma lets Hook off the... well, yeah.

Emma, meanwhile, is looking over some files at the sheriff's station when Hook enters, asking his girlfriend why it is she summoned him. She shuts the file and places it atop the cabinet from whence it came, replying with the declaration that she knows there's something about his past with Ursula that he's not telling her... and that's okay. He is surprised, but she goes on to add that what's not okay is him lying to her about it, and the pirate concedes that she is right, admitting that he hasn't been entirely forthright with her; the truth is that he remembers his history with Ursula, and it was ugly. Emma wonders if he broke her heart, to which Hook says, "Worse." This worries the blonde slightly, but she quickly shrugs it off and assures him that, whatever he did, he's not that person anymore and it's not going to change anything between them. He points out that that's quite a lot of faith she's putting on him, and she realizes this, pulling him over to the nearby couch and informing him that there's a reason for it. "What's that?" he asks, and she tells him, "My parents." At this, David and Mary Margaret appear at the doorway, there to talk with their daughter. However, they see that she's with Hook and decide not to enter, simply watching from where they are unbeknownst to Emma or the pirate.

413 37
Eavesdropping and killing babies? Oh, wait, we don't know that yet.

The blonde continues in explaining that she had this moment where she doubted Snow and Charming: they said they were going for a hike and she actually thought they were lying to her. Hook asks if they were, and she answers negatively, knowing that her parents would never do such a thing (based on their facial expressions, this clearly hits them hard), but the fact that she could think that they would reminded her that she has this tendency to expect the worst of people. She begins delving into her childhood, where people were always letting her down, but Hook soon stops her, assuring her that he doesn't intend to let her down. Emma knows this, and adds that he can tell her on his own time whatever it is that happened with that sea witch, because - no matter what - she's going to do what her parents always do, and choose to see the best in him. Again, David and Mary Margaret are clearly affected, while Hook expresses a likewise sentiment to their daughter. They go to kiss one another at which Mary Margaret desperately, and unintentionally loudly, tries to leave, thus causing Emma to see that she and David are standing there.

413 38
Mary Margaret spouts off a tawdry line.

Mary Margaret quickly apologizes, defending that they didn't want to interrupt, but Emma encourages them to do so next time as opposed to awkwardly stand there and watch. David says that he's afraid they have some bad news, before revealing that it turns out Cruella and Ursula were up to something. "They resurrected Maleficent," Mary Margaret breaks to them, who Emma remembers as being the dragon she slayed under the clock tower (see "A Land Without Magic") and Hook remembers as being some sort of mummified beast (see "The Evil Queen"). David says that, whatever Maleficent was, she's back to her old self now and, Mary Margaret adds, as long as she's in town no one is safe. Emma doesn't understand why these witches are waging war against us, and her mother, fretting for an answer, soon makes it clear by saying: "Because they're villains... and we're heroes."

413 39
Snow refuses to become like Maleficent.

In flashback, Snow finds herself waking up while in bed next to Charming, who appears to be sleeping rather soundly. When she opens her eyes, she is utterly startled to see Maleficent standing at the foot of her bed, and she begs her husband to wake up. Maleficent tells her that he won't, at least not until morning (apparently having put him under some sort of spell), and Snow demands to know what it is that the dark sorceress is doing and why she's there. She then asks where her friends are, referring to Ursula and Cruella, but Maleficent reveals that they don't know she's paying her a visit, and there's a reason she came to her alone. "Why?" Snow wonders, still looking quite frightened, and Maleficent approaches, saying as she does so that the two of them have something in common; something that the other two Queens of Darkness would never understand: "You and I... are about to be mothers." Snow is shocked to learn that the dragon witch is pregnant, and said witch takes the liberty of sitting down on the bed, saying that now Snow gets why they must stop the curse - for their children. If they work together then they will find a way to defeat Regina. Snow considers the woman sitting in front of her, but then she shakes her head and tells her "no". Maleficent is confused, and Snow simply says, "Not with you." She demands to know why not, and Snow explains that it's because of what she is; "If we succumb to darkness just to defeat this curse, our child will be doomed to that darkness as well." Maleficent points out that Snow would be sacrificing the kingdom to ensure her child grows up a hero, but Snow assures the villain, "Charming and I will win... but we won't compromise ourselves to do it. I won't become like you."

413 40
An important meeting takes place.

A car is parked beside a Storybrooke lake while another car pulls over on the other side. Regina, to whom the first car belongs, is standing on a bridge with an umbrella over her head to cut off the rainfall. Meanwhile, Mary Margaret steps out of the second car and makes her way onto the same bridge. Regina asks her old stepdaughter what's with all the "cloak and dagger", and Mary Margaret reveals that Maleficent's back. This does not come as good news to Regina, who says that she should have known "fish-sticks" and "pound-puppy" were in town for more than a second chance, and Mary Margaret adds that they want to destroy their happy endings; all of them. "How do they hope to do that?" Regina wonders, to which the princess replies, "That's where you come in. We need to find out what they're planning. We need to get someone close to them. Someone they believe to be a villain. We want you to go undercover with them and help us stop their plans." Regina wonders if Snow thinks the Queens of Darkness are just going to welcome her into their coven with open arms, and Mary Margaret points out that she used to be one of them; however, Regina insists that she's a hero now, so the trio of villainesses will never believe that she wants in. Mary Margaret says that she has to make them believe, and Regina frowns, going on to ask what makes her so sure they're hellbent on destroying them.

413 41
The secret is revealed... at some point.

"Because of something David and I did a long time ago," Mary Margaret admits. There is then a pause, and it is obvious that what is coming up is hard for the princess to say; "Regina, you once asked me to..." she can barely continue, but she closes her eyes, takes a deep breath, and tries, "Regina, you once asked me to keep a secret... and I couldn't. But I'm gonna ask you to keep one for me. One Emma can never learn." The Mayor takes a step forward, shielding the schoolteacher with her umbrella, and asks what this secret is. The latter explains that Emma was born with the potential for great darkness, but Regina points out that she's the savior; a hero; her magic is as light as it gets. Mary Margaret knows this, but it's only because she and David went to extraordinary lengths to make sure that it was. Regina wonders why Emma can't be told, if they're so sure of her goodness, and Mary Margaret says that it's for the same reason that she doesn't want Henry hearing of all the terrible things she did in her past...

You wanna protect him, so he doesn't lose faith in the person you've become. The person he always believed you could be.

In Regina's office, Henry pours the contents of August's satchel onto the desk. Amidst the possessions is a sheet of paper, and the young prince stares at it in awe. It's a drawing which depicts a door; on it is a post-it note which reads, "Author?" Henry smiles.

That's why Emma can never find out what I'm about to tell you. She's finally starting to open up her heart, and if she learns the truth, if we let her down... she'll lose faith in us. And it could send her tumbling down a dark path.

We are then taken to the streets of Storybrooke at night, and Emma and Hook are taking a late night stroll in each others' company. She is holding his arm, seemingly content, and rests her chin atop his shoulder. He smiles as she does so, and she smiles as well.

Because when you betray the people you love... when you make them see the worst parts of you... what you've done changes everything. There's no going back. You've shattered the bonds you worked so hard to forge.

Mr. Gold stands outside Granny's Diner on Main Street, staring at his shop across the road. Belle appears in the window, and he smiles... but then he frowns, because Will Scarlet appears in the window as well. Belle looks to him and smiles, and he smiles back; the two of them proceed to share a loving kiss, and Rumple looks deeply hurt, continuing to watch as they become invisible from the window. He takes a step back, clearly destroyed to learn that his wife has moved on, and looks as though he's barely able to walk with the pain that is now overcoming him.

The stronger those bonds once were... the more difficult they are to put back together.

The Queens of Darkness stand atop a hill in the forest and watch over the sleeping Storybrooke. Maleficent, who's depicted in the center, outstretches a single hand and, in a black swirl of her magic, the dragon-clawed totem appears in it. She then takes out the rest of the snapped dragon claw and reattaches it, shaking the object with tears in her eyes to reveal its true function: it's a baby's rattle. She holds it close to her heart, her face brimming with devastation.

If they can be repaired at all.
Mary Margaret Blanchard

Back at the bridge over the lake, Regina doesn't understand, needing to know just what exactly Mary Margaret did to Maleficent. "Because of us," the valiant hero finally reveals, "Maleficent lost her child."

Deleted Scenes

"Camp Site"

413 DS 01
"We'll take the nice one!"

The Queens of Darkness are seen trekking through the woods at night, in flashback, as Snow and Charming follow. The princess tells her prince that these women are cold-hearted killers and that they can't keep working with them, but Charming isn't so sure that they would take their rejection lightly. Maleficent enters a clearing and states that they'll make camp there for the night, proceeding to wave her staff and make two tents appear with magic; one that's well-lit and one that's a tad dilapidated. "We'll take the nice one!" Cruella immediately exclaims, pointing toward the former as she begins to approach, and Maleficent and Ursula follow. The Charmings are left very unsure of themselves.


413 Title Card
  • The title card of this episode features Maleficent in her dragon form.


  • The title of this episode was confirmed by executive producer/co-creator Adam Horowitz, via his Twitter account, on November 26, 2014.[1]
  • This episode marks the directorial debut of executive producer/co-creator Adam Horowitz.



The episode was off slightly from the previous outing with a 2.1/6 among 18-49s with 6.60 million viewers tuning in.[2]


The episode was met with mixed to positive reviews.

  • Amy Ratcliffe of IGN gave the episode a good review: "Tonight's Once happily revealed David and Mary Margaret's secret to us, but in a confusing move, they decided to keep concealing the truth from Emma. While honesty would have been more in character, their decision to lie does set up a potentially interesting plot for Regina."[3] Ratcliffe gave the episode a 7.5 rating out of 10.
  • Hilary Busis of Entertainment Weekly has a good but mixed review: "Once has us mostly treading water, especially with a fairyback that neglected to provide any real answers."[4]


Gallery of photographic stills released to promote the episode.

External Links


  1. Adam Horowitz tweet.
  2. TV Ratings Sunday: 'The Last Man on Earth' Drops, 'Madam Secretary' & 'The Good Wife' Fall to New Lows + 'Revenge' Rises, by Sara Bible, TV by the Numbers (March 3, 2015)
  3. Once Upon a Time: "Unforgiven" Review, by Amy Ratcliffe, IGN (March 8, 2015)
  4. "Once Upon a Time recap: 'Unforgiven'", by Hilary Busis, Entertainment Weekly (March 8, 2015)
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