Welcome to Storybrooke
Once Upon a Time 2x17
March 17, 2013
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"Welcome to Storybrooke" is the 39th episode of Once Upon a Time.


Emma, David and Mr. Gold must protect Mary Margaret against Regina, who is out for revenge and has made it her mission to kill her old nemesis, and Henry, fed up with all of the feuding, devises a plan to put an end to magic. Meanwhile, Regina discovers that a father and son have somehow found their way into her allegedly undetectable town as she and the fairytale characters deal with the effects of the newly cast curse 28 years prior.



217 01
Father and son bond in the woods.

We are treated to a heart-warming moment shared between father and son, as Kurt Flynn and his young boy, Owen, camp out in the woods at night. Sitting by a bonfire, listening to the radio, Kurt is teaching his son to make his own lanyards. Owen follows his father's instructions and is nearly done with his very first lanyard, and Kurt tells him that it doesn't look bad for his first one. Owen comments that he used the colors green and red, like the lightsabers used by Luke and Darth. Kurt then takes one lanyard from his coat's pocket and tells his son that it's for his collection, further explaining that his grandfather taught Kurt how to make those when he was his son's age. Owen asks if he is really giving it to him for keeps, and Kurt, after some willful hesitation, hands it over to the young man, who smiles as he accepts it. Owen examines the lanyard and comments, jokingly, that his father wasn't very good at it when he was his age, to which Kurt feigns a sarcastic chuckle. Owen laughs further, and Kurt checks his pocketwatch and sees that it's time to get dinner started. As they get up, they notice something is amiss, and the radio's transmission suddenly becomes erratic. Owen wonders what is happening, as the winds blow harder and some raindrops fall, and Kurt comments that it's probably an electric storm. He then tells his son to put the fire out, and they proceed to do this by using their shovels to cover it with dirt. Kurt then tells Owen to get in the tent, which he does, and Kurt soon follows after him. They then peek through the fabric and witness the arrival of an all too familiar massive cloud of dark smoke, which quickly covers the forest area, as Kurt shields his child inside the tent.
The following morning, things have calmed down quite a bit, and father and son emerge from the tent to find that the "storm" made a mess of things, by breaking off the branches of the trees surrounding them. Their orange van has also fallen victim to a tipped over tree. The confused Owen asks what kind of storm that was, to which Kurt simply replies that it was a big one. Not long after, both of them are seen trekking through the woods, backpacking, and trying to follow a map. As Kurt tries to come up with a plan, Owen notices something in the near distance. He calls for his father's attention, and Kurt notices a town ahead of them.

217 02
A familiar someone welcomes Kurt and Owen to a mysterious new town.

Once they've reached the town, Kurt, still confused, comments that this is impossible, because they drove through that place the day before, and there was nothing there. He looks at his map and says, "It's like... someone dropped a town... right on top of us." A police car parks right behind them, and Kurt and his son stare at the local library's tower clock. A man gets out of the car, and Kurt turns around to face him. The man is revealed to be Sheriff Graham. The authority figure asks them if they need some help, for they look lost. Kurt asks who he is, and what this place is as well, to which Graham moves up towards him and states his name and that he's the sheriff. Graham shakes Kurt's hand and says "Welcome to Storybrooke."


Act I

Overview of Regina's closed eyes. She opens them up.


217 03
The Evil Queen becomes the Evil Mayor.

Mayor Regina Mills - otherwise known as the Evil Queen - wakes up in her bed, finding herself in her bedroom, inside her new house, in the quiet town of Storybrooke, Maine - the town created by the Dark Curse, which she cast upon the Enchanted Forest, that brought with it the residents of her previous land to a world without magic, entrapping them in a locale separated from the rest of the world, frozen in time and with no memories of their previous selves (see "Pilot"). Regina sits up on her bed and notices that her hair is now shorter. She gets up and looks outside through the window of her mansion, at the town surrounding her. "I did it," she says, with a smile, and then backs away from the window, "I won." Immediately afterwards, she is seen opening her closet and sorting through her newly-acquired collection of outfits. She picks a black dress and presses it up against her body in front of the mirror, feeling its fabric.

217 04
The Queen is amused.

Shortly afterwards, Regina is seen strolling down the main street, wearing her black outfit. On the other side of the road she can see Mr. Gold - the cursed version of Rumplestiltskin, the Dark One - walking with a cane and a stern look on his face. Gold passes by Marco (Geppetto), who is seen repairing a sign for a local store, on top of his ladder. He says to the sign "That should hold you", and then comes down the steps. As Regina takes in the new world around her, she keeps on walking and passes by Granny's Diner, where the owner, Granny herself, is putting up the "Open" sign. Her granddaughter Ruby (Red Riding Hood) is complaining about having been slated to work in the early shift, to which Granny replies that it's not her fault Ruby stayed out all night. Granny then gives her a judgmental look, based on her skimpy outfit, and comments that when she put "over-easy" she was talking about the eggs. Regina can't help but smirk as she overhears this, and then she spots Dr. Archie Hopper - the now very human Jiminy Cricket - crossing her path with his pet dalmatian, Pongo, and wishing her a good morning. Regina starts to say, "Good morning, cric...", and then stops herself on her path, and calls him "Dr. Hopper". "Beautiful day, isn't it?", Archie tells her, to which she replies, "Yes...", with a large grin, "Yes, it is."

217 05
Isn't she familiar?

We are shown a classroom at the local elementary school, where the kids are building treehouses. The teacher, Miss Blanchard, walks around the class, reminding the kids that what they are making is a home, not a cage. She is shown to be holding a blue bird in her hands as she walks across the room. She then turns around, saying that the birds are free and will do what they will... and we can now see she is the cursed version of Snow White. The treehouses are for them, not the kids. She then says they are loyal creatures, and she lets him out of her grasp through the opened window, and the bird flies off to rest on a blue treehouse already outside. The kids are amazed. Mary Margaret then tells them that if they love the birds and they love them back, the birds will always find them. The school bell rings, and the kids start getting up to leave. Mary Margaret says they'll pick this up after recess, and urges them not to run (see "Pilot"). As the kids leave, Regina makes her way into the classroom, walking past them, and up to the teacher, who is surprised to see her and asks what she's doing there. The Mayor asks her to refresh her memory by telling her how long she's been working there. Mary Margaret gives this some thought and the best she can come up with is that she's been there for as long as she can remember. Regina shows off a hint of a smile and asks Miss Blanchard to come with her.

217 06
Miss Blanchard can't place a familiar face.

Some time later, Regina and Mary Margaret are seen in the local hospital. Mary Margaret asks why they're there, and Regina stops in front of a room where a comatose patient lies in his peaceful sleep. Regina asks the teacher if she knows this man - formerly the man known as Prince Charming - and Miss Blanchard looks at him with confusion, and ultimately answers that she doesn't, and asks who he is. Regina answers that he's a "John Doe", a coma patient claimed by no one. Ever the hopeful one, Mary Margaret tells her that maybe someday he'll wake up, maybe someone who loves him will find him. "That would be nice for him...", Regina says, "But I wouldn't count on it."

217 07
Regina doesn't remember cursing these people.

Over at Granny's Diner, someone sitting at the counter is reading the local newspaper, the Storybrooke Daily Mirror, and the front page tells us that Reagan said the marines will stay in Beirut. Granny brings a platter of apple pancakes to Mayor Mills, who is sitting in her usual spot, and looks at them with gusto. She then hears someone saying, "Good morning, Mayor", and turns to find Sheriff Graham (formerly the Huntsman) next to her. Actually seeing him for the first time since she inflicted the curse, Regina is delighted, and tells him that his uniform suits him nicely. Regina doesn't notice the two people that come into the diner as Graham asks her if she'd like him to come over to her place later that day. Before she can reply, she is distracted by young Owen Flynn, who asks her if she likes apple pancakes too. Regina looks at him with surprise and confusion, and asks who he is. Owen doesn't reply, and Regina asks out loud whose child this in, getting the attention of everyone in the bar, including Kurt. She turns to Marco, who's sitting at a table, and asks if the kid is his, to which the elderly carpenter replies negatively, adding that he was never so lucky. Kurt makes himself appear before the Mayor and answers that the young man is his, and tells her that Owen's manners are a little rough around the edges. He offers his hand to shake and introduces himself. Regina shakes his hand with little to no enthusiasm, and he apologizes for interrupting her breakfast, but they're looking to rent a hotel room for the night. Regina asks why they would need one, to which Kurt replies, "The same reason that most people need one." Regina smiles with feigned courtesy as he tells her that they need a place to sleep. Regina asks to be excused, and she takes Graham with her to the back of the diner, as Granny informs Kurt that she has a room for him. As the Flynns get comfortable by the counter, Regina asks Graham who they are, and the sheriff answers that he doesn't know, for they just showed up; they were camping in the woods near the Toll Bridge. He adds that he was just as surprised to see them as she is. Regina claims that she doesn't like surprises, she finds them threatening. "And do you know what happens when I feel threatened? Bad things." She then walks away from him.

Present Day

217 08
Gold shows up to pay his respects, and to give solid advice.

We are treated to a descending shot that focuses on the Mills family mausoleum at the local graveyard, and inside we see that Cora, Regina's recently departed mother, has been laid to rest on a coffin with an epitaph reading, "Cora Mills Beloved Mother". A tearful Regina puts a single red rose on top of the coffin and takes her time to mourn the passing of her mother, crying. Mr. Gold walks in, and comments that black always was her color. Regina says, "I'm here to bury my mother. So if you've come to gloat..."; Gold interrupts her, saying that he's merely there to pay his respects. He puts a single red rose on top of the coffin as well, over Regina's, facing the other way, and comments that he and Cora had their differences, but she will always have a place in his heart. Regina looks slightly offended by this, and reminds him that he killed her to save his own life. Gold tells her that desperate times call for desperate measures. "Like getting Mary Margaret to trick me into killing my own mother?", she asks. She then tells him that he may be able to hide behind his dagger, but Mary Margaret can't, and she's going to die for what she did. Gold scoffs at this and moves in closer, reminding her that killing Mary Margaret will cost her the one thing she wants most: Henry. He asks her why she doesn't just give up this obsession with vengeance; "You know it can never make you happy." Regina insists that it will, and he reminds her that she had a whole curse worth of vengeance, and all it did was get her a gaping hole in her heart. Regina reminds him that that was his curse, and he responds that she cast it, and yet she still hasn't learnt her lesson. She asks what lesson, and he says the same one her mother learned a long time ago: "You can't have everything." He recounts that Cora wanted power, ripped out her own heart to get it; if Regina wants vengeance, Henry is the price she'll pay. He tells her it's time to cut her losses, but Regina, not giving up, tells him "Never", frustrating him. "I will have my son," she says, "And I will have my vengeance. I will find a way to have everything." This said, she wipes a tear from her eye and he walks away.

Act II

217 09
Henry wants to know why Mary Margaret is depressed.

David looks frustrated as he enters the kitchen area of the apartment he shares with his family, bringing with him a food platter. "Anything?", Emma asks, to which he replies that Mary Margaret won't eat a bite. His wife is seen in the background, lying on the bed, depressed. Henry asks what is wrong with her, and Emma tells him that she's just a little sick. David gives his daughter a look and Henry quickly realizes that they're lying to him. Emma denies this, but he insists that she is, just like she lied about his dad. Emma tries to comfort him by putting one hand over his shoulder but he backs away. David and Emma exchange looks and the blonde tells her father, "He's right, no more lying." David isn't too sure about coming clean, but Emma claims that Henry deserves to know the truth. She then goes on to explain to her child that Mary Margaret was partially responsible for the death of Cora, which is why she's so upset. Henry, surprised, says that she couldn't, and there's a knock on the door. Emma tells him that Mary Margaret was trying to protect them, and Henry claims that she's Snow White, she couldn't hurt anybody. Emma doesn't know how to respond to this, and David opens the front door to find Mr. Gold. He immediately tells the rejuvenated Dark One to get out, but Gold claims that he thinks they are going to want to hear what he has to say, for Mary Margaret's sake. Henry and Emma get up from their seats and the latter asks what he's talking about; Gold answers that Regina is planning to strike back, against her mother. Emma puts her hands over Henry's shoulders and he asks Mr. Gold what she's going to do to her. Gold calmly answers that Regina didn't say, and David tells him that he can't just go there and drop a bomb like that, he's gonna figure it out and help them. Gold asks why he should do that, and David reminds him that, aside from them being family now, Mary Margaret saved his life, so he owes her, and he always pays his debts. "You're gonna help us stop Regina."

217 10
Regina is aggravated that Owen sat in her usual seat.

In the Storybrooke of 1983, Mayor Regina Mills enters Granny's Diner one evening to find that the Flynn family is sitting by the counter, with young Owen sitting in her usual stool. Granny gives Kurt the check, with a smile, and he thanks her, saying it was really good, before she collects his plate. Regina feigns a throat clearing to get their attention, and they turn to her. Regina tells the young man that he's in her seat. Kurt starts to say, "Sorry, Miss..."; "Mills", Regina adds, "Mayor Mills. I always sit in that seat." Owen simply tells her that he's already sitting there, and Kurt can't help but to smirk at this, somewhat proud, and wipes his mouth with a folded up napkin. Regina sits down next to them, and says that she just spoke to their mechanic, who assured her that their car will be repaired by the end of the week. Kurt, who's reaching into his wallet for money to pay for the meal, is surprised, for he had been told that it'd take at least two weeks just to get the parts needed. Regina explains to him that things tend to get done quickly when the Mayor asks for them, and she'd hate to keep them from going home to... Kurt finishes the sentence by saying that they're from New Jersey, home of The Boss - this he tells her as he gives her a "thumbs up". Getting no clear reaction from her, he goes on to thank her, and he and his son then get up to leave. Before they head out, however, Owen reaches into his pocket and takes out the green and red lanyard he'd made whilst camping out, and then hands it to Regina. She asks him what it is, with a stern look on her face, and the boy earnestly tells her that it's a gift for letting him sit in her seat. "For me?", Regina says, surprised, and Kurt lets out a hint of a smile, further proud of his boy. Regina takes it and looks moved. Owen then leaves and the Mayor admires her gift.

217 11
Just another beautiful day.

The following morning, Regina wakes up in her bed, next to an asleep Graham. She gets up and looks out the window, smiling. The day then unfolds before her. She witnesses elementary school teacher Mary Margaret put a decorative flower vase on the nightstand of the comatose John Doe. While Mary Margaret looks at the unconscious hospital patient below her, unable to recognize him, Regina watches them from outside the room with a grin. Later, she's seen strolling down main street at a faster pace, and on the other side of the road once again notices Mr. Gold walking with his cane and Marco fixing the same sign of the same store as before. The carpenter tells the sign that maybe this time it won't fall, and starts to come down from his ladder. Regina looks as though she's starting to pick up on the pattern, and then walks by Granny's, where Ruby, wearing a skin-tight outfit, is heard telling her grandmother that this is the last time she's working an early shift. Granny puts her hands up, done arguing with her granddaughter/employee, and heads inside. Regina smiles, this time to a lesser degree, and Archie makes himself appear again, walking Pongo, and wishes her a good morning. "Beautiful day, isn't it?", he says, and she just smiles... but her smile quickly disappears when Mary Margaret bumps into her. The teacher, holding her school books, immediately tells her she's sorry, to which Regina retorts that she should be, and tells her to watch where she's going next time. Mary Margaret, intimidated, lowers her head and walks away, past her, and Regina watches her go for a while, then turns back to the front and grins.

217 12
The loop looped another loop.

Another morning in Storybrooke, and Regina opens her eyes. Lying on her bed, she turns to the side to find Graham sleeping there, but she doesn't look content anymore. The scenarios repeat themselves. Mary Margaret puts a vase on the nightstand of the comatose patient - albeit this time with a different flower - and Regina looks at them from outside the bedroom, looking somewhat bored. As she walks down main street, Mr. Gold walks in the opposite direction, with his cane, on the other side of the road. He walks past Marco, up on his ladder, fixing his sign, and looks up at the carpenter. Regina looks disillusioned. Next to her, it appears as though Ruby and Granny have gotten into yet another argument over the early shift, and when Archie and Pongo walk right in front of her and the therapist comments that it's a beautiful day, she just tells him to "save it". Then, Mary Margaret bumps into her again, and promptly apologizes. Regina, confused, tells Mary Margaret that she ran into her, and asks why she's apologizing. Mary Margaret, nervous, claims that she should have been looking where she was going. "You're not even going to fight back?!", Regina asks, and the confused teacher asks why she would do that, before walking away, past her.

217 13
Regina demands satisfaction... to no avail

Not long afterwards, Regina enters Mr. Gold's shop in a rush, setting off the door's bell. She tells Gold, who is cleaning a tea pot, that she's not happy, to which he promptly replies that Dr. Hopper's office is down the street. She tells him she doesn't want to talk to Dr. Hopper, she wants to talk to him. He asks her what she wants to talk about, and she tells him, as he moves to put the pot back in its place, "This town... this isn't the deal we made." Gold places another piece of the same tea set on the counter and tells her he doesn't know what she's talking about. She doesn't believe him right away, but then she can tell from his look that he just might be telling the truth. He goes on to dust the pieces of the set as she walks around the store, telling him that she was supposed to be happy there. He reminds her that she's the Mayor, the most powerful person in the town. He asks her what there is to be unhappy about, and she answers that everyone in town does exactly what she wants them to. He scoffs and asks if that's a problem, and she says that they do it because they have to, not because they want to. "It's not real." He then asks her what she wants exactly, and she says, "Nothing you can give me." He looks further confused, and she starts to walk away. The camera focuses on the glass unicorn mobile that the dwarves once set up for baby Emma's crib (see "Pilot"), and Regina looks at the lanyard given to her by Owen with a smile on her face.
"Hello, Kurt?", we hear Regina saying, "Mayor Mills." She is seen talking on a public phone booth out on the streets of Storybrooke. "Good, you're still here. I would love to see Owen before you leave. Would you two like to come over for dinner tonight? Great." A smile lights up her face and she hangs up the phone, then proceeding to walk away, excited.

Present Day

217 14
"Thank you, mommy..."

We are shown the Mills family mausoleum, at the local graveyard. Inside, Regina looks around for something in her chambers. She closes a trunk after being unable to find what she seeks inside of it, and looks frustrated. She then sorts through miscellaneous items, asking herself "Where is it?", almost giving in completely to despair. She finds a locket and opens it to reveal two pictures inside, one of herself at a younger age, and one of her mother, side by side. She sobs and continues her search. She looks inside a vault and dramatically removes one of her mother's dresses, then ripping its fabric angrily. Finally, she finds a tiny scroll and unfolds it before her eyes. Upon realizing that this is exactly what she was looking for, Regina stares blankly into the air and says, "Thank you, mommy..."


217 15
Mr. Gold figures out that something is missing...

Inside the Mills family mausoleum, David is seen coming down the steps to Regina's vault, yielding a flashlight, with Gold following after him. They walk with caution, and when they notice the mess left behind by Regina, Gold comments that it appears they have missed their "dear Queen". They go through the contents of the vault and Gold claims that these are Cora's belongings, and guesses that Regina is planning on using one of her mother's spells against Mary Margaret. Gold finds a chest containing bottled ingredients, and can tell that something is missing: chimera blood and viper's eye. David asks what kind of curse one needs those for, and Gold can deduce that it's the curse of the empty-hearted.

217 16
Henry is disappointed in the good guys.

"What the hell does that do?" Emma asks, after Gold and David have made it back to the apartment. "In theory, it has the power to make someone love you," Gold explains, and Emma asks if that doesn't break magic laws - she then enunciates some of the "laws", such as the inability to bring someone back from the dead, or the inability to make someone love someone else. Gold explains that this particular spell can someone think that they love someone else, and if one is as desperate for love as Regina appears to be, they might just believe it. Henry comes down the steps and asks if she's going to use it on him, and David moves up towards him and suggests that he go upstairs and let them handle this, but Henry pushes him away and refuses to, and turns to Emma, reminding her that she said she was going to be honest with him. He asks why Regina is going to use this curse, and Gold steps in, claiming that it's the only way she can get everything she wants, the only way she can get Henry. Henry isn't convinced, for she could have him if she gave up on wanting to kill Mary Margaret, but Gold goes on to say that Regina is a complicated woman: she wants his love alright, but she also wants vengeance. David asks how she can get both with the curse, and he explains that the last ingredient she needs is the heart of the person she hates most. Emma tells Gold that he has to stop her, and the elderly man replies that he doesn't have to do anything. Gold claims that he believes warning them fulfills his debt, and David angrily tells him that it doesn't even come close, for they are talking about his wife's life. "Not to mention your grandson's," Emma tells him, to which he promptly says that wars have costs, to Henry's disappointment. "Nice," Emma tells him, sarcastically and bitterly, and Gold says that this is a blood feud, one that goes back a very long time, and the only way one can end a blood feud is by the spilling of more blood. He adds that that is the only way he knows to eliminate their Regina problem. "By what, killing her?" David asks. Emma wonders if there is any other option, alarming Henry, and Gold answers that he's afraid not. Henry begs them all to stop and listen to themselves, for they are talking about killing his mom. "You used to be heroes, what happened to you?" He then leaves the apartment, and Emma follows after him. As she gets her coat, she tells her father that, no matter how this plays out, they need to keep Henry as far away from it as possible. She leaves, closing the door behind her, and Gold tells David that she's right: Cora was dangerous because she didn't have a heart... Regina is even more dangerous because she does.

217 17
Regina has the Flynns over for dinner.

Storybrooke, 1983. Regina is sharing a meal she prepared with the Flynn family in her dining room. Kurt comments to his son that the lasagna is really delicious, to which Owen replies that it isn't. Regina looks at him, and Kurt prepares to set his child straight, but the Mayor tells him it's okay, for she acknowledges that she's not the greatest cook. "Unless it involves apples," she says, before chuckling. Kurt smiles at her. She then asks if Owen would like to help her make turnovers for dessert. She says that there are a few apples waiting in the sink, and suggests that he go and pick out some good ones. Owen leaves, less than enthusiastically, and Kurt can't help but to let out a muffled laugh. He tells Regina that Owen is a bit of a free spirit, he gets it from his mom. Regina asks if the mother is back in New Jersey, with The Boss, and Kurt chuckles at this, before saying that the mother passed away six months before. He then adds that that's why he brought his son to that area, thinking that camping would help get his mind off of it. Regina says that she came there to start over too, but it hasn't turned out quite the way she'd hoped. Kurt asks why, and she says, "What good is a new life if you don't have anyone to share it with?" From inside the kitchen, Owen calls out for Regina, saying, "Hey, I thought we were making dessert." Kurt is amused, and so is Regina, who gets up to join the young man.

217 18
Regina and Owen prepare dessert.

Shortly afterwards, Regina, wearing an apron, puts a batch of turnovers in her oven and tells Owen "Voila!". Owen asks her why she isn't a mom, and Regina is caught off-guard, and tells him that she guesses it just didn't work out that way. She removes her apron and walks past him to place it on the counter, and Owen says that's too bad, because she'd be really good at it. Regina thanks him and he asks how much longer the turnovers will be cooking, to which she chuckles and then tells him to be patient, for they are almost done. They get comfy over the kitchen island and Regina asks how he is enjoying Storybrooke so far, to which he tells her that it's much better than New Jersey. She wonders if he doesn't miss his home, and his friends, and he says that he hates it there, because the kids at his school treat him weird now. "Because of what happened with your mother," Regina says, sympathizing with him. Owen nods affirmatively, and tells her that nobody gets it, it's like... Regina finishes his thought by saying "...there's a piece of your heart missing." She gives him a comforting smile and reaches out her hand to touch him. Kurt enters the kitchen, whilst asking how dessert is coming, and Kurt looks delighted to find them getting along. Regina says "Great", adding that she and Owen were just talking... and then asks how the two of them would feel about sticking around town a little longer. He wonders what she means, and she tells him that they could move there, she could get him a job with the city and there's a great school for Owen. The young man is excited, and asks his father if they can. Regina tells him it could be a chance for a new start, but Kurt isn't convinced or enthusiastic about it, and even looks a bit weirded out. Kurt tells Regina, who hosts a mechanic smile, that he appreciates everything she's done for them, but their life is in New Jersey - her smile disappears -, not in Storybrooke. Regina says "Of course", looking disappointed. Owen looks sad as well.

217 19
Neal tries to convince Henry to go back to New York with him.

In present-day Storybrooke, Emma and Henry enters Granny's Diner, and the young man asks his birth mother why she brought him there. He then says he doesn't want to talk to her, as she walks him over to a booth, saying that he doesn't have to. Neal, sitting in the booth, greets Henry, and says that he saved him a seat. Emma goes to get some coffee as Henry sits down in front of his father, and Ruby puts a large sundae, extra everything, on their table. Neal thanks her and she heads off, and Neal slides the sundae over to Henry. "Extra everything?...", he says. Neal asks "What?", and Henry wonders if he thinks he doesn't recognize a bribe when he sees one. He slides the sundae away, and Neal says, "That obvious, huh?" Henry smiles and sits back, asking his father what he wants. Neal says that Emma explained to him what is going on, and they thought that Storybrooke might not be the safest place for him now, so he was thinking that they could go to New York. Henry is surprised, and Neal explains that Regina can't cast that curse if he's in New York because there's no magic there. This gives Henry an idea: someone should be able to get the town rid of magic, because that way his mother wouldn't be able to cast the curse, and his family wouldn't want to kill her, so it'd solve everything. Neal thinks about it, saying that Henry's right afterwards, but suggests that he come with him until then. Henry smiles and nods affirmatively.

217 20
The outsider is still around.

By the counter, Emma is served her coffee by Ruby and thanks her, and Greg Mendell approaches the counter and hands Ruby his sandwich platter, asking to get it wrapped up to go, for he's thinking about going on a hike. "A hike, huh?", the sheriff says, starting a conversation with him, and Greg turns to her and recounts that Dr. Whale said it'd be good for him to get on his feet, and he's kind of a nature photography nerd. Ruby comes over to hand him the bagged sandwich, and Emma says that she just thought he'd be back in Pennsylvania by this time. "This town's starting to grow on me," Greg says. He leaves some money on the counter, thanks Ruby, grabs the bag and leaves. He gives Emma one last look before closing the door, and the blonde and the waitress exchanged slightly worried looks. Emma grabs her coffee and walks over to Neal's booth - where Henry no longer is -, asking how it went, and Neal, adjusting his scarf, says that it went good and Henry said "yes". "Seriously?" Emma asks, surprised, and Neal confirms this, and tells her that Henry is in the bathroom. Neal tells her he's gonna go home and pack, and then gloats that this isn't bad for day 3 of being his dad. Emma asks where Henry's backpack is, and Neal says he doesn't know, that Henry took it with him. "To the bathroom? Did you really fall for that? He's your son!" she tells him. Neal has a sudden realization that Henry's running, and they get up to chase after him.
Henry is seen running through the woods.

Act IV

217 21
Mr. Gold protects Mary Margaret.

Regina is seen walking up the staircase in the Charming family's building, looking angry and determined. She finally reaches the floor of their apartment, and with one single wave of her hand is able to unlock the front door. She opens it, also with the use of magic, and enters the habitation. She looks around and finds Mary Margaret sitting on the bed, looking depressed. With a hint of a grin on her face, Regina removes the glove off her right hand and bends her fingers, preparing herself to remove the fair Snow White's heart. She moves towards Mary Margaret, who seems unfazed by her presence, but the witch is stopped cold on her track when Mr. Gold suddenly appears before her, standing between the two longtime rivals. "Nice try, dearie," he says, "Did you really think it was gonna be that easy?" Regina can't believe this. She turns to Mary Margaret and tells her that Gold can't be her guard dog forever. Gold scoffs. Regina, unamused, turns and leaves.

217 22
Regina asks the local mechanic to take his time fixing Kurt's vehicle.

Back in 1983, Mayor Mills is seen walking into the local garage. Out on the street, an Encom sign featuring a computer says "Make 1983 the start of your personal digital revolution". A familiar voice is heard asking the Mayor what he can do to help her, and we are then shown that Regina is talking to Billy the mechanic (formerly Gus the mouse). The Mayor brings up Kurt Flynn's car, and Billy is reminded that it's the one she asked him to fix asap. Regina confirms this, but tells him that plans have changed. He looks confused, and she tells him that she now needs Mr. Flynn and his son to stay a while longer. She suggests that he take a couple extra days with the repairs, but Billy tells her that Mr. Flynn already picked the car up. Regina, now worried, asks when that was, and he states that it happened ten minutes before. She turns to leave.

217 23
Regina would like to place a collect call.

The Mayor is then seen unlocking one drawer on her desk and taking out the chest that contains the heart of the Huntsman. She opens it, grabs the enchanted heart and spins in her chair to face the window behind her, holding the heart as she speaks into it, therefore controlling Sheriff Graham. She tells him that their visitors are driving out of Storybrooke, and orders him to find them before they cross the town line, pull their car over and arrest the father for drunk driving. "Then bring the boy to me", she finishes. She turns back around to find a very confused Kurt Flynn standing before her desk, worried. She is shocked, and immediately places the heart back in the chest, closing it. "Kurt." "Mayor..." She gets up and tells him that wasn't what it sounded like. He tells her, as he starts to back away, that he doesn't want any trouble, he just came by to thank her. She tells him it was just a misunderstanding, and Kurt says that he understood, and they're leaving. She tells him she's not going to hurt Owen, and begs him not to leave. Graham suddenly shows up and overpowers Kurt, pushing him against the desk. He tells the confused man that he's under arrest for driving under the influence, and Kurt tells him that he's not drunk and he hasn't been driving. Graham, trying to cuff him, tells the man not to make it harder on himself. Kurt asks the Mayor, who doesn't know what to do, what he did to Graham, and he then turns to the sheriff and tells him that she's controlling him. He rambles on about the enchanted heart, and Graham, amused, says, "And you say you haven't been drinking?" Kurt uses his free hand to push the chest containing the heart out of the desk, and when it drops to the floor Graham suddenly feels an agonizing pain in his heart. Kurt is able to escape, much to Regina's chagrin, and Graham asks her what that was.
Out on the streets, Kurt rushes to his car, full of fear, and Owen, waiting there for him, asks what is wrong. Kurt tells him they have to get out of there, and he starts the van, backs out the parking spot in a hurry, and drives off.

217 24
Henry runs into Greg in the woods. Neither is up to any good.

In the present, Henry is still seen running through the woods, and as he is taking his backpack off whilst running he runs into Greg Mendell, who's taking pictures of the wilderness surrounding him. Henry falls to the ground, and Greg rushes to help him up. The young man is startled, and Greg asks if he's alright. Henry states that he is, and Greg asks what he's doing there all by himself. Henry, the quick thinker, tells Greg that he's a boy scout and he's trying to get his merit badge. Greg crosses his arms, unconvinced, and Henry asks him what he's doing out there as well. Greg tells him he's hiking and taking pictures of Maine scenic beauty. Henry points to the hiking trail, and Greg thanks him. He then turns around to grab Henry's backpack - and not-so-subtly snaps a picture of it with his cell phone - and notices the kid's nametag. He hands him the backpack and wishes him good luck with his merit badge. Greg then walks away, and Henry rushes off in the opposite direction.

217 25
Ruby tracks down Henry's scent.

Inside the local mines, David, Emma, Neal and Ruby - who's been tracking down Henry's scent - come looking for the young man, and the waitress points out that he's been there. Neal asks why an 11-year-old would run away to the mines, and Emma tells him it wouldn't be the first time (see "That Still Small Voice"). David has an idea of what he might have been looking for, referring to the dwarfs' dynamite chest. Emma asks why he'd need dynamite, and David opens the chest. Neal recounts that, at the diner, Henry said someone should get rid of magic, and so he thinks the kid wants to accomplish that on his own. Ruby, confused, asks if he's gonna blow it up, and Neal wonders where he'd go to do that.

Back in the woods, Henry reaches the well that Mr. Gold used to bring magic into Storybrooke, and removes a carton of dynamite from his backpack, then placing it on the border of the well.

Act V

217 26
Greg gives Henry's mother a call.

"Hello?" Regina's voice is heard over the phone as Greg Mendell treks through the woods and talks to her through his cell phone. He asks if this is Henry's mother, and Regina, seen sitting in her parked car, wants to know who's asking. He states his name, and she asks who he is, with confusion, to which he responds that he's the guy that crashed his car into town. Greg explains that he was hiking in the woods and Henry was out by the white pine trail, all by himself. Regina, slightly concerned, asks what Henry was doing there, and whether he's okay. Greg says that he doesn't know, for Henry ran off, but he seemed a little upset, and he just thought that she'd want to know. Regina tells him she's on his way, and hangs up, before driving off.

217 27
High speed chase.

Back in 1983, Kurt Flynn's orange van is seen driving around Storybrooke with velocity, as the fearing man is desperate to leave town and get away from the clutches of the horrid Mayor. Owen asks his father what is going on and what they want, and Sheriff Graham is shown to be driving after them in his police car, accompanied by Regina, sirens screeching. Graham is fast on their trail, and Kurt tells his son that they have to get out of there. Graham manages to place his car side by side with Kurt's and rams into it. Regina appears delighted. A car is seen coming in the opposite direction and therefore on the same lane as Graham. Kurt screams "Look out!" and honks his horn, and Graham, startled, manages to swerve just in time, going over the sidewalk and narrowly missing the other car, but never stopping. The pursuit continues, and Owen urges his dad to go faster. After taking a curve, Kurt nearly hits another car, and eventually Graham has an idea and stops chasing after them, taking a shortcut instead - driving over a bench, smashing it to bits, in the process. Kurt is confused but appears relieved, and when they get next to the town line he comments that he thinks they lost them. However, the police car makes itself appear right in front of them, cutting them off before the town border, and forcing Kurt to stop. Kurt turns to his son, urging him to listen, and removes his seatbelt. He tells Owen to run into the woods, get as far away as he can, and call his uncle. Owen says that he isn't going without him, as Graham gets out of the car. Kurt notices that Owen is clutching his lanyard, given to him by his father, and he then explains to his son that there's a reason he gave him that: because as long as he has it, Kurt will always be with him. "You can do this. So do it!" he tells his son.

217 28
Regina really wants Owen to stay.

Owen is frightened. Kurt orders him to go, and Owen starts to get out of the car. Graham opens the door to the driver's seat and Kurt lunges himself at him, trying to overpower the sheriff. As Owen runs off, Regina comes out of the squad car and Kurt shouts that she may have the whole town under her finger, but not his son, and she can't force him to stay with her. Graham manages to dominate Kurt, and Owen stops to turn around and calls out for his father. Kurt urges him to run, while Graham proceeds to handcuff him, and Regina starts to walk in Owen's direction, telling him that he's not going to hurt him. Owen asks why she is doing this, as Graham forces Kurt into his car, and Regina, now close to Owen, tells him she just wants him to stay with her. She puts her hands over his shoulders and reminds him that he said he liked it there. "You wanna stay here, don't you?" she asks. "Not like this," a fearful Owen tells her. Regina, saddened, tells him she's sorry. "I just wanted us to be happy," she adds. Owen starts to sob, and Regina lets go of him, so he runs off. Inside the police car, Kurt says "Run, Owen." Regina looks over at Owen with utter sadness, as the young man runs away, leaving the town.

217 29
Regina keeps Henry from doing something stupid.

Henry is seen trying to light the dynamite with a match, but the flame on the match suddenly disappears, and Regina calls out to him. He turns back to face her, and she approaches him with caution, asking what he's doing. He picks up the dynamite and tells her he's getting rid of magic, because it is ruining everything, and adds that she can't stop him. He places the dynamite on the border of the well again and tries to light it up, but Regina tells him that all that's gonna do is get him killed. Henry tells her that she's just saying that because she needs magic, so that she can cast that curse on him. Henry lights up a match and tries to use on the dynamite, but Regina, with a twirling gesture, envelops the dynamite in a purple cloud of smoke and it disappears. Henry drops the lit up match with surprise. She moves in closer and tells him that she can't lose him, because he means too much to her. "Then don't cast the curse," he says, "Don't kill Mary Margaret." Regina insists that Mary Margaret has to pay, and the boy tells her that the curse won't make him love her for real, it will be fake. "But it will be something," she says, as she takes the scroll out of her pocket. She says that she knows it's hard for him to understand at the moment, but he'll see, that they can be happy, they can have everything. "Not like this," he tells her, backing away. Regina is saddened.

217 30
Henry is forced to come between the fighting parties.

Emma, Neal and David show up, and the blonde orders Regina to stay away from her son. Regina turns to them and says, "He's not yours, he's mine." She holds up the scroll and tells them that after she casts the curse, Emma will never see him again. David tells her that's never going to happen, and Emma adds that if she wants to kill Mary Margaret, she's gonna have to go through them. Regina says "Okay," coldly and with pleasure, and conjures up a fire ball on the palm of her right hand. David steps in front of Henry's birth parents and points his gun at Regina, but Henry rushes to stand in the middle of the fighting parties. Neal urges him to get out of the way, and Henry tells him that he won't until someone helps him destroy magic. Regina tells him that there is no way to get rid of it, he can't just blow it up, and Emma says that magic isn't the problem, Regina is. She reaches out her hand to him, but Henry says that it's not just Regina, it's everyone. He reminds them of what magic did to Mary Margaret, and then turns to Regina and says, "Look at what it did to you." He adds that it's ruining everything, for it makes good people do terrible things. "And bad people," Emma says, again reaching out her hand to him. Regina gives her an angry look. Henry looks at his birth mother, but then turns to his foster one and begs her to help him get rid of it, otherwise it's going to destroy his family. Regina earnestly tells him that she can't do that - disappointing him - but there is something she can do. This said, she holds up the scroll containing the curse, holding it over the fire ball, and raising everyone's anticipation. She drops it into the fire, wherein it is consumed. She then closes her grasp and the fire ball disappears. Henry thanks her, and she looks at him with sadness as David lowers his gun and Henry rushes to be hugged by Emma. His parents walk away with him, relieved, and David follows after them, while Regina just stands there by the well, almost unable to believe what she just did for her son.

Act VI

217 31
So close...

Back in 1983, some time after leaving Storybrooke, young Owen Flynn returns to the site where he'd run off from the evil Mayor - leaving his father behind -, accompanied by two police officers. However, he can't find the town. Owen turns to them and says that this is where they took his dad, but the police captain tells him that there is nothing there. Owen insists that this is where Storybrooke was, by the rock next to them. The captain tells him that there isn't a town called Storybrooke anywhere in Maine. Owen asks if he doesn't believe him, and the captain squats down before him and simply comments that he's been through a lot. Owen is further frustrated and runs away from him. He stops shortly afterwards and starts shouting, "I'll find you, dad! I promise! I'll never stop looking!", all of this as he holds up the lanyard given to him by Kurt. We can then see that he is just outside of the Storybrooke town line, and Regina is actually standing right in front of him, looking depressed. She reaches out her hand, wanting to touch him, but it rubs the magical barrier protecting the town from outsiders. The police officers approach the sobbing Owen from behind, and the captain tells him to come with them. Owen looks back once more as he is taken back to the police car, and a tear slides down Regina's face.

217 32
Mary Margaret has some soul-searching to do.

Back in the present, Mary Margaret is seen lying on the bed she's been staying in in their apartment, looking out through the window, and Mr. Gold, still watching out for her, is heard talking on the phone. He hangs up and tells her it was her husband on the other side; it appears Henry convinced Regina to destroy the curse, which means his services are no longer required. He starts walking away, but stops when he hears her asking, "How do you do it?" Without turning back around, he asks her, "Do what?", and she says, "Live with yourself. Knowing all the bad things you've done." Gold explains, "Well, you tell yourself you did the right thing. And if you say it often enough, one day you might actually believe it." This said, he walks off, and Mary Margaret is left to ponder about his words.

217 33
Snow White has darkened her heart...

Inside the Mills mansion, Regina comes down the central staircase as knocks are heard coming from her front door. She looks rather hopeful, presumably somewhat happy that someone has come to visit, but when she opens the door she is surprised and appalled by the presence of Mary Margaret. "You...", she says, almost unable to believe her eyes. Mary Margaret moves in closer to the Queen and tells her, in a weak tone, to kill her... "What?" Regina asks, confused, and Mary Margaret starts laying it out on the table: they have been fighting for so long, and it has cost them so much, so it has to end before anyone else dies. This said, she tells the Mayor to just "do it". The fairest in all the lands opens up her arms, preparing to sacrifice herself, as her eyes tear up. Regina nods negatively, stating that Henry would never forgive her, which seems to frustrate Mary Margaret. "But you know what my problem is?" Regina says, intriguing Snow, "I never learned from my mistakes." This said, Regina lunges her hand into her rival's chest, agonizing her, and takes out her heart. She holds up the enchanted heart before her eyes and is marveled at the sight. Mary Margaret is horrified, and the Evil Queen reveals surprise at something. "What?" Snow White asks, and Regina turns the heart around to show her a black spot in its core. The princess asks what she did to it, and Regina tells her that she didn't do that, Snow herself did. "You darkened yourself," she says, and Mary Margaret goes into denial. However, Regina goes on to say, "Yes. And once you've darkened your heart it only grows darker... and darker. Trust me, I know." Her rival begs her to crush it then, to get it over with, and Regina, amused, refuses to put her out of her misery, saying that she doesn't need to destroy Snow, she's doing it to herself. "And along the way," she adds, coldly, "you'll bring down that perfect little family you fought so hard to reunite." Mary Margaret can't stop crying. "And then Henry will be mine," the Queen finishes. Snow White, weaker than she's ever been before, begs her nemesis to kill her, and Regina, filled with sadistic delight, tells her she can have everything, as a tear of joy comes down her face. She shoves the heart back into Mary Margaret's chest and says, with a large grin, "Thanks to you." She removes her hand from her chest and orders her to get off her porch. The Mayor goes back inside her house and Mary Margaret is left to gasp on her entrance.
Just outside the Mills property, Greg Mendell, the outsider, finishes recording what just happened between Mayor Mills and Miss Blanchard on his cell phone, and appears content. He then saves the video file and rushes back to his car. He puts the key in the ignition... and we then see that the lanyard once made by Kurt Flynn, in his childhood, that he'd given his son Owen during a camping trip, years before. "I'll find you, dad..." Greg says... "I promise." He turns the key and gets the car running.

Deleted Scenes

"Magic Is Here"

Regina is standing at the town line in the Storybrooke that was as Owen Flynn is escorted into a police car by a police captain. The mayor closes her eyes as a tear rolls down her cheek, and she walks away.

In the present-day Storybrooke, Henry, Emma, Neal and David are walking through the woods, back into the main town. Emma catches up with her son, suggesting that he smile because he convinced Regina to destroy that curse, and David adds that that means he brought their family back together. Henry tells his relatives that it's not that easy, and Neal asks what he means, reminding his son that he just saved his grandmother's life. Henry shakes his head and says that magic is still there and there's no way to get rid of it; things are only going to get worse. He then walks away and his mother utters his name before chasing after him, Neal and David follow on.


217 Title Card
  • The title card of this episode features Kurt and Owen's car being hit over the hood by a falling tree.
  • Although credited, Emilie de Ravin (Belle French/Belle) and Colin O'Donoghue (Captain Hook) are absent from this episode.
  • This episode features the final appearance in the season by regular castmember Meghan Ory (Ruby/Red Riding Hood), due to the actor's commitment to another television project. However, the character isn't officially written off of the series, and Ory retains her "starring" credit for the final five episodes of the season.
  • This is the first and, so far, only episode to be set entirely within Storybrooke.


The title of this episode was revealed by executive producer/co-creator Adam Horowitz, via his Twitter account, on January 31, 2013.[1]



The outing saw a slight increase in the ratings, placing 2.3/6 among 18-49s with 7.45 million viewers tuning in.


  • Hilary Busis from Entertainment Weekly gave this outing good marks: "Juggling work, childcare, a social life, gardening, high-tech surveillance, and an insatiable thirst for vengeance is no easy task. (Just ask the Internet!) But tonight, Regina discovered that it really is possible for a modern woman to Have It All -- as long as said woman's mortal enemy is kind enough to take care of the vengeance factor. Also, magic helps."[2]
  • Oliver Sava of A.V. Club gave this episode a "B+" and wrote, "After two strong episodes, it’s beginning to seem like Once Upon A Time is preparing to end the season on a high note, but things can fall apart at any instant. And that’s the big problem with shows as inconsistent as this one."[3]


Gallery of photographic stills released to promote the episode.

External links


  1. Adam Horowitz tweet.
  2. "Once Upon a Time recap: That '80s Show" from Entertainment Weekly (March 17, 2013)
  3. Once Upon a Time "Welcome to Storybrooke" S2/E16 Retrieved March 17, 2013
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