White Out
Once Upon a Time 4x02
October 5, 2014
Running time
Production code
Flash sideways
Viewers (mil)
Centric characters
Centric character
Other backstory characters
Other backstory character
Written by
Directed by

"White Out" is the 68th episode of Once Upon a Time.


While desperately trying to find her sister Anna, Elsa is startled by Emma and accidentally traps them both inside an ice cave, with the frozen temperature placing the Savior's life in peril. Regina, depressed over her likely breakup with Robin Hood, secludes herself away from the town and Henry, which saddens her son. And with the townspeople considering Mary Margaret their leader, she faces her first leadership task in trying to re-start a generator and restore the town's electricity after Elsa freezes and damages the power lines. Meanwhile, in the Enchanted Forest of the past, Anna tries to teach a meek David to fight Bo Peep, a brutal warlord who is threatening to take his and his mother's farm away if they don't pay her price.


Previously on Once Upon a Time...

Elsa is seen walking through the streets of Storybrooke, exploring her new location, and leaving an icy trail behind her. ("A Tale of Two Sisters") Hook tells Emma she's avoiding him; she is seen kissing him and explaining to him that right now she feels too guilty (over having ruined Regina's happiness) and asks him to be patient. ("A Tale of Two Sisters") Robin Hood tells Regina that his feelings for her are real, but Marian is his wife. Marian is heard calling Regina a monster. Regina then saves Marian's life and Emma tries to talk to her, but the witch disappears. ("A Tale of Two Sisters") Anna asks Elsa to give her two weeks to travel to Mist Haven. Elsa is worried as she sees her sister setting sail for Mist Haven, and Kristoff informs her that its inhabitants refer to it as the Enchanted Forest. ("A Tale of Two Sisters") Elsa finds Anna's necklace in Gold's shop. ("A Tale of Two Sisters")


402 01
Elsa's always putting walls up.

Elsa is seen inside Gold's shop, looking concerned, as she holds up her missing sister's necklace. "Don't worry, Anna," she says, with determination, "I will find you." She is then seen coming out of the store. She looks at the people outside, the cars driving by, the night life, and says, to herself, that until she and Anna are together, no one leaves that town. She clenches her fists, which start to freeze, and then, because of her powers, the town is surrounded by big ice barriers that come shooting from the ground up. "Anna, I will find out what happened to you," the Ice Queen says.

The Enchanted Forest
Many Years Ago...

Anna, wearing her red hoodie and cape, walks towards an isolated farmhouse in the woods of Mist Haven, at daytime. She knocks on its door, looking as hopeful as ever, and someone comes to answer it. The person asks if they can help her, to which the cheery young woman replies that she hopes so. "Are you David?" she asks, and we see that the person at the door is none other than a young David, the shepherd. "Yes," he says, "Yes I am."


Act I

402 02
David and "Joan" get acquainted.

"So, anyway," Anna says, before David, "I got your name from an old friend of yours... from Arendelle." David realizes that she knows Kristoff, which catches her by surprise, as she asks him what makes him think it's Kristoff. David points out that's the only person from Arendelle he knows. Anna says he didn't tell her that, and comments that it's hard to be on a secret mission when you don't have all the facts. David asks her what the mission is, and she reminds him that she just told him it's secret. Anna then says Kristoff told her she could trust David. "Just not with the mission," she adds, as she folds the note she has on her again. David asks for her name, and she says it's "Joan", rather quickly. However, he immediately realizes her name isn't Joan. Anna tells him he's smart, which is good, and explains that she has to give a false name, for his safety. He asks her if she's wanted, and she tells him she can't be more clear, what with "secret mission" and "your safety" having already been spat out. "Let me start over," she says, "I'm Joan. Can I sleep in your barn?" He tells her she can; "Anything for Kristoff's fiancée." Anna is confused, and he points out her engagement ring as the reason why he knows. He congratulates her, and she thanks him. Then he jokes that he'll find out her name at the wedding, and tells her the barn's out back and she can stay the night... he can't finish his sentence as the sounds of horses approaching are heard, and his attention is caught by the arriving presence of a malevolent being. He tells Anna she should hurry and get inside, for this is a bad time, as they turn to see a white carriage pulled by two white horses coming, with a woman riding inside and two knights on their own steeds galloping nearby. Anna asks who that is, referring to the woman in the carriage, dressed in pink and holding a shepherd's crook, with a stern look on her face. David tells Anna she's someone one doesn't want to mess with: "They call her Bo Peep."

402 03
Message in a paw.

We see a mobile over young Prince Neal's crib, with sheep imagery, and Mary Margaret puts the baby down in the crib and lovingly tells him she'll see him in three hours for his midnight shrieking. Henry shows up and wonders what babies dream about, and David and Emma, walking in opposite directions and past each other, say "Bull fighting" and "Laser tag", respectively. Mary Margaret says that's not true, and Henry points out that they're joking. Mary Margaret says she'll recognize funny again when it's three and she's had some sleep, to which David replies that he sees the optimism returning. Snow sits down, looking tired. Emma notices the gift basket Henry is prepping up on the counter, complete with chocolate, DVDs, ice cream and red wine, and tells him that's one hell of a late night snack. Henry says it's for his mom, and Emma answers that she doesn't drink and sheriff, so he's forced to say he means his other mom. He googled how to get over a break-up - even though there was no info on one's boyfriend's wife time-traveling back from the past. Emma tells him that's really sweet, and then their attention is caught by the sound of a raven pecking and cawing at the window. David moves to open the window and Mary Margaret takes the note the raven brings from its talons. She reads it and hands it to Henry, claiming it's for him, from his mother. Henry reads it and looks sad, saying she doesn't want to see him. He walks away before anyone can comfort him.

402 04
He's got the blues, this boy, he's got the blues, you can hear it in his music.

Some time later, Henry is seen sulking at the counter in Granny's Diner, and Emma comes in and tells him that's not exactly what Regina said, she read the note and his other mother said she didn't want to see him "for right now", while she's dealing with things. Henry reiterates that she doesn't want to see him, and Emma reminds him that Regina's in a lot of pain over Robin Hood and everything that's ever happened to her, things have been tough on the both of them and she's trying to fix them so that they can be together, because she cares about him. Henry wonders why she told him to stay away then, and Emma says she thinks she's making things better, to which Henry says she's not. Emma doesn't quite know what to say.

By the limits of the town, the ice barriers make it so that the power lines go out, causing a total blackout in Storybrooke. Soon enough, Granny's Diner is submersed in darkness, and Emma receives a call from David over the walkie-talkie about how it appears to be a total blackout, since he's getting calls from all over town. He tells her he'll swing by to get her so they can check this out. Emma turns to her son again and asks him if he wants to come along, and they can call it "Operation: Nightshade" or "Blackthorn" or... Henry interrupts her, saying that's okay. Emma looks down.

402 05

On the ride over to see what the problem is, Emma tells her father that Henry wouldn't even let her hug him, which killed her. David says that sounds familiar, so Emma just feels guilty that apparently she does that too, so she passed it along, but Charming points out that it's not just her, Henry has two moms who both put up walls, so it sounds like he's taking it after the two of them. Emma comments that it's not like him to pass up on any "operation", so she's worried, and her father says kids have extreme reactions, they get over it fast. He suggests that she just stay strong and roll with it, for there's always people in the world who will want her to give up, and she shouldn't make their jobs any easier. Once they reach the town line, they are both surprised by what they say: a giant ice barrier. Emma puts two and two together, with the ice barrier that made the power lines go out taking place right after the snow monster. She's determined to find whoever did this, and they both get out of the car. Behind the barrier, hiding away and looking scared, is Elsa, with her fists still wrapped in her icy magic.

Act II

402 06
Who invited them?

There is a knock on Mary Margaret's door, and once she opens it, Grumpy, Granny and Happy come barging into her apartment, without her permission. The baby is moving in his crib, and Leroy comments, "Aw, look at that baby." Delighted, Mary Margaret thanks him, but Leroy's expression changes as he corrects himself, stating that's what he would say if he could look at the baby, but he can't, because it's dark. Happy starts listing out other things they can't look at, like the Internet, TV and his clock. Grumpy points out that Happy's right, because the power is out, and he asks Snow what she's gonna do about it. Confused, Mary Margaret says they must mean Regina, the Mayor, to which Granny tells her Regina doesn't want the job anymore, and this is Snow's curse, which means she is the Mayor now. "I am?" Mary Margaret asks, a bit taken back, and Grumpy reminds her that they helped her take her kingdom back, so she could rule, and this is her kingdom now, so she must rule it.

402 07
Hook joins the party.

By the outskirts of town, David and Emma look stumped as they admire the big ice barrier, and Hook shows up, carrying a lantern, and tells them the barrier goes all the way around. David looks slightly annoyed, commenting that he didn't know Killian was joining them, and the pirate states that if he gets a distressed call from a fair maiden, he's on the spot, to which Emma tells him she wasn't distressed, and asks him if he meant the ice goes all the way around town. Hook confirms this, and David points out that, once again, they can't leave Storybrooke. Hook says the barrier is doing more than keeping them inside, by the looks of it. He sees the downed power lines and asks if that's what caused the loss of power, which surprises Emma, due to his newly-gained 21st century insight into things. The Savior deduces that whoever was putting up the wall meant to do just that, and not to put out the lights. David asks why anyone would want to keep them in, and Hook jokes, "Kill us all one by one. It's what I'd do." David gets a communication from his car speaker and goes to listen to it, and Hook dramatizes that he should have brought champagne to celebrate their second date, and because they've got the world's largest ice bucket. Emma plays along, asking if she missed the first date, and Hook answers that the snow monster was the first and the ice wall is the second, because, after all, if he only counted the quiet dinners, they wouldn't even get one. Emma doesn't quite know what to say, but thankfully for her, she sees something by the wall, and softly tells Hook she's gonna check it out, disappointing him. She walks away and David approaches the pirate and brings up that now is the time for them to have a little talk about Hook's intentions with his daughter. Killian says that's a little old-fashioned even by his standards and he still pays with doubloons. Charming claims to know his reputation and says Emma's not some conquest, and Hook, visibly offended, tells him he wouldn't risk his life for someone he sees as loot. He adds that whatever they become is up to her as much as him. David nods.

402 08
Blonde meets blonder.

On the other side of the barrier, Emma explores the area, walking through the icy stalagmites that shot up from the ground, and she finally finds Elsa. When Emma approaches her, Elsa puts out her hand and starts to create ice magic with it, instinctively, and Emma asks her who she is. Elsa gives her her name, and Emma cautiously tells her it's okay, and gives Elsa her name too. She asks what she's doing out there, and if it has something to do with that wall. Elsa claims she's looking for someone, her sister, whom she can't find. She is holding Anna's necklace, which she shows Emma, and when the sheriff reaches out to touch it, Elsa takes it back, and says she found it in the store with things, and demands to know where Anna is. Emma says she has no idea, but if she wants her to help, Elsa has to help her too. Emma asks for her sister's name, and Elsa says, "Anna."

402 09
Bo Peep confronts her sheep.

Back in the Enchanted Forest that was, Anna is seen looking on, unsure of what to do, as Bo Peep approaches the little farmhouse she's also come to, to address David and his mother, Ruth, who meets her son outside. "Do you want a glass of tea, Bo Peep?" the eponymous woman says, in a tone of mockery, as she comes closer, "How 'bout a cookie, Bo Peep?" Unsettled by her presence, David says she's not there for tea, and Bo says she's got that right. She asks who Anna is, and she tells her, with some attitude, that her name is Joan. "Adorable," Bo says, also with derision. Bo addresses Ruth, claiming she knows her and what she wants: her payment. "Your extortion," David says, always with his head hanging low. Bo tells him to call her what he likes, but they and their flock are safe as long as they pay her what she's due. The young shepherd tells her it's been a slow month, and Bo Peep suggests that they just figure out how to pay her what they owe her by noon the next day. Troubled, David says she's gotta give them more time, to which the tyrant claims that she doesn't give anything. However, she considers allowing them another day if she's given their steed. David doesn't agree, saying that the horse never leaves his side. Peep then says if she doesn't get her payment the following day, they'll keep the horse and she'll take their farm. This said, she bangs her crook on the ground and it glows with magic, frightening mother and son and surprising Anna, as Peep adds that they can work off their debt as her slaves. David turns to his mother and tells her they don't need this, they can leave that place and start over. However, Bo Peep slams her crook again and sends David and Ruth flying to the ground with a wave of magic, that envelops them in a yellow glow and causes the knights that accompanied the villainous woman to laugh. She tells them they can't go anywhere, for they're branded now. She says the stick is how she finds her flock, and they are now her sheep. And if they don't like it, they can pay her what they owe her or their farm and their lives are hers. She walks away, leaving Anna looking indignated.

402 10
David hears what he doesn't really want to.

Later on, as David is tending to his chores, Anna follows after him, unable to understand why he'd be working the farm for that bully, and the shepherd tells her that bully is the most powerful warlord in the region. Anna asks if they're okay being her slaves, and he says they have no other choice until they work it off. Anna says he can fight, and David, as he feeds the sheep, tells her Bo has an army, and there's no point to fighting a battle one can't win. Anna, however, believes those are exactly the battles one should fight, for if they know they can win it's not a fight, but if it's impossible, you have to fight to achieve it. "Spoken like a naïve young girl," David says, and Anna starts to rant that she is a young girl, and she's missing her own wedding to trek to some strange land and track down... she stops herself, on the brink of revealing her secret mission, and he's a big grown man who doesn't even have to leave his own home to tackle some random bully. David points out that he's a shepherd: if someone picks a fight with him in a tavern, he can hold his own, but this is a warlord with a private army, and his fists aren't good against that. "Maybe try a sword," she suggests, and David scoffs and tells her he doesn't know what it's like in Arendelle, but there in the Enchanted Forest, most farmers don't do a lot of swordfighting. Anna says if it's help with the sword he needs, she can do that, and he asks how, and whether Kristoff taught her, because using an ice pick to shave cubes for beverages is different. Anna says she didn't teach him, she learned from her soldiers. David is surprised to hear this, and she corrects herself, starting to say her family's soldiers, but then changing it to some soldiers she met one time, then just resuming her point that she can teach him. She asks him what he has to lose, leading him to think about it, and then adds that he can always give up the following day. David sighs, defeated.

Back in Storybrooke, David and Hook set out to find Emma and do so, but as they do they startle Elsa, despite Emma's attempts to tell them to stay back. Elsa puts out her hand and David points his gun at her, so the scared Ice Queen incidentally causes further stalagmites to shoot from the ground up, knocking Emma out and barricading the two women inside an ice cave. A small avalanche falls on the men, and they soon get up to find there is a big ice wall separating them from Emma.


402 11
The guys try to contact Emma.

Hook urges David to use his device to call Emma, which he tries, to no avail. Hook dashes forward to get her out, and starts to pick away at the ice barrier with his hook, getting no tangible results. The two men then try to join their forces to take down the ice blocks, but this also gets them nowhere, so Hook keeps trying to carve the ice down again, so David stops him. Hook tells him they're not giving up, and Charming agrees, but says this is not getting them anywhere. Hook claims to be open to suggestions, in an angry and despaired tone. His partner points out that magic made that thing, and he thinks they need magic to unmake it, and he's not gonna stop fighting until they do.

402 12
Joan teaches David to fight with swords.

Swords clank together as David and "Joan" swashbuckle in the Enchanted Forest that was, with the young lady teaching the shepherd to swordfight. David appears to be quite adept at it, but Anna still manages to outperform him, eventually catching him on his back and hitting his butt lightly with her sword, whilst cheerfully telling him that he's doing great. David looks tired, but appears ready to resume their fight. However, Anna gives him a disapproving look regarding his initial stance, prompting him to correct himself. They go at it again, and despite David's best efforts, Anna is able to swerve every one of his attacks and eventually disarm him and corner him against the barn's doors. He lets himself slide to the ground, beat, and she tells him he's getting there, and tells him to go again, but David is now unwilling to, making clear that if he can't beat Anna then he won't be able to defeat Bo Peep's army. Anna comments that he really likes to give up, and David defends himself by saying that he knows she thinks she knows more, but he's had his share of experiences too and he knows about battles that can't be won, and right now the best hope for him and, more importantly, his mother, is survival. As he prepares to get up, Anna stops him by saying she was wrong, he really, really likes to give up.

402 13
Sob story.

David gets up at last and says he likes to survive, to which Anna tells him it isn't living. He corrects her by saying it's actually the definition of "living", to which she replies that now he's the one being naïve, and she starts to recount that she went through this with her telling her his story: when he was six years old, he woke up one morning hearing father and mother go at it; they fought a lot, usually over the same thing, his drinking, but this time something was different, and he heard his father yelling but crying, and through the tears he said to his mother words he will never forget - "I will beat this." Anna appears moved. He continues, adding that his father said he had to better for his boy, he had to stop and he promised he would. David sits down as he remembers that every few months they needed supplies, which was a two-week journey, usually one that was a two-week bender, but he said he was leaving that time and he wouldn't touch a drop, and in two weeks he would be back home, himself again. He says his mother kept it a secret from him, but he would wake up every morning with a smile on his face, knowing his father would be back. So, on the fourteenth day, he heard a knock on his door and he rose up, ready to hug his father, but he was greeted by the local constable. His father fought his battle, and for thirteen days he won, but on the fourteenth he spent his last night in a tavern, and they found his body in the wreckage of their cart, at the bottom of a ravine. "Some battles can't be won," he finishes, "Some forces are too strong." He gets up, and Anna tells him he had a lousy father, then she takes it back, to say he was weak, and she tells David he's not; he tells her she doesn't know that, and she answers that she hopes it. Anna then says she just needs a night there before she continues her journey, but she'll stay the following day and help if that's what he wants, she asks him to just meet her in the morning at the barn and they can continue training. But if he doesn't, she'll just be on his way. She walks away, leaving him to ponder.

402 14
The Ice Queen makes an ultimatum.

Emma regains her consciousness inside the ice cave and gets up, and Elsa is already standing up. Emma says she's gotta hand it to Elsa, who puts on quite the show, and asks her what this is about, to which the Ice Queen tells her no, only that she's very powerful and Emma and her people need to be more careful and keep their distance. Emma thinks she can guarantee that, and suggests that Elsa hit "undo" on what she's done, then they'll get right on it. Elsa hesitates, which seems to indicate she doesn't quite know how to undo it, but she simply says she won't right away. She demands that Emma bring her what she wants, and then she'll consider freeing her. "Your sister, right?" Emma says, to which Elsa nods, and the sheriff points out that she can't really look for her there. She then gets a signal from David, asking if she can hear him, and when Emma grabs her walkie-talkie Elsa instinctively puts her hand up, asking what it is. As David tries to reach her, Emma tells the Queen that the device allows her to talk to her father, who's on the other side of the wall, and if she wants to melt that, they can all talk. Elsa demands that Emma tell them to go get Anna. Emma asks her father if she can hear him, and Hook and David are both relieved to hear her. Emma tells them that she is there with a woman who is looking for her sister, Anna, and she seems to think Anna is in town because she found a necklace of hers in Gold's shop, and she wants them to try to find her before... "Before I freeze this town and everyone in it," Elsa finishes as she talks to the device, worrying the two men outside, and Emma inside.

Act IV

402 15
Mary Margaret snaps at the town idiots.

"Storybrooke Power Inc." can be read on a plaque seen up on the fence surrounding the power station of Storybrooke, where Mary Margaret can be found, holding her baby, in front of an electrical panel that she can't make sense of. "Is she fixing it?" Happy is heard asking. Granny complains that she has a fridge full of iffy clams, and tells them to just read the manual, to which Leroy answers that the manual is in Japanese. All three of them stand behind the princess and complain as she stares into the panel. Granny orders that they just do something. Happy suggests that they turn to Marco for help with the power, since he's the handyman, but Grumpy retorts, ironically, that he doesn't think handcrafted tuscan wood carvings are really gonna save the day. Granny suggests Dr. Whale, and Leroy answers that he's a doctor, not an electrician. Mary Margaret snaps back at them that they don't need help. "You think?!" Leroy blurts out, "I mean, I'm 'Grumpy' now, imagine me in the morning without a coffee maker." Happy promptly starts listing out other things that need power that they also won't be able to resort to: computer, stop lights, TV, DVD, CD, DVR, DVD... Snow turns back around and shouts at him to stop saying letters. She starts to rant that she is not magic, she's had eight hours of sleep in the last week, she is breastfeeding and exhausted, and she doesn't need this. She goes on to admit that she may have cast a little curse, but she did not ask to maintain a metropolitan electrical grid. She then adds that she's starting to get why Regina was evil, it wasn't her, it was them. "You have survived your entire lives without light bulbs," she finishes, "Buy a flashlight!" Her three companions don't quite know what to say to this, so they walk away, heads hanging low.

402 16
The cold's never bothered her anyway.

Elsa stands still inside the ice cave, while Emma, suffering the effects of the intense cold, walks around, arms wrapped, trying to keep warm. She asks Elsa if the latter isn't cold, for she is freezing, to which the other blonde replies that the cold has never bothered her. Emma starts to recount that the other day there was something there that they called a "snow monster", and she assumes that was something Elsa made, to which the Ice Queen replies that she'll do whatever it takes to get her sister back. Emma can tell that she cares about her sister a lot, and she then expresses that she's sorry about Anna's necklace. This confuses Elsa, who looks around for it, and the sheriff tells her it fell into the ice below them. Elsa looks to see the necklace trapped in a block of ice under a fissure on the ground. Emma suggests that she melt it down to get it back, and adds that if she keeps melting the ice they can take their whole conversation somewhere warmer. When Emma sees that Elsa doesn't react, she just runs her head, she deduces that the powerful woman can't actually control her power, and what she said to David on the walkie wasn't a threat, it was a warning, because she can't control what she's doing. Elsa asks her what makes her think she knows her, to which Emma responds that she knows herself, and she has powers too but isn't great at controlling them, and it looks to her like Elsa's the same way. Elsa is surprised to learn that Emma has magic, and, after some hesitation, she discloses of the fact that Anna helps, she helps her control it, so if she can find her she can help her undo this, and they can get rid of the whole wall when Anna's there.

402 17
Two similar souls bond during a crisis.

Emma simply points out Anna isn't there, and Elsa, a tad hopeful, suggests that maybe Emma's magic can get them out. Emma says that she's been trying, even to warm herself up, but she can't even feels her hands or her feet. She sighs and brings down her arms, willing to give it a proper try, as Elsa looks on, but nothing happens, not even when Emma tries to concentrate. She reiterates that she doesn't control over her magic either, and then says she's just tired. Elsa grows concerned when Emma sits down, hoping to lie down for a minute, and the Queen stops her, inciting further conversation with her to keep her awake, by asking if she was born with her powers or cursed. Emma wonders if those are her two options, and she answers that she doesn't know, she was born in a place without magic, and she didn't know she had those powers until recently and she didn't have any parents around to help her with them. Elsa sadly points out that parents don't always help, and tells that she ended up queen of a large land, unprepared. "I hear you with 'unprepared'," Emma says, before revealing that she's a "Savior". "I'm still not sure what the hell that means," she discloses, and Elsa, sympathizing with her, comments that sometimes it all feels like too much, and even just trying to shut it out ends up hurting people too. She adds that part of the problem is she's the only she's ever heard of with powers like hers. Shivering, Emma tells her that has to be very lonely. Elsa, taking note of her new friend's situation, apologizes for trapping them there, saying she didn't mean that. Emma says she knows as she lies down, and Elsa starts calling out her name.

402 18
David recognizes Anna's necklace...

David and Hook barge into Gold's shop, where he and Belle are seen tending to bureaucratic chores, itemizing the objects. Gold comments, coldly, that it appears their honeymoon is over, and David confirms it by saying there's an emergency, Emma's trapped under ice by a woman with some kind of ice magic. Gold starts to ask why this involves him, to which Hook finishes that he's the "bloody" Dark One, so he should do something. Gold explains that he could melt the ice and destroy it, but that would also destroy his girlfriend. Hook looks irate, and David steps in, saying that no one's destroying anyone, before going on to explain that the woman Emma is trapped with is looking for her sister, name of Anna, whom she believes to be in town because there's something of hers that Elsa found in his shop, a necklace. Belle promptly finds a card with a picture and description of the snowflake necklace and hands it over to them, asking if that's it, and David claims to know the necklace... "I know exactly who Anna is," he says, surprised.

402 19
Bo Peep got herself a new sheep.

In the fairytale land of the past, young David enters the barnhouse looking for "Joan", and telling her that he's sorry but they can't win this, so she must leave before Bo Peep returns. He comes in, saying he's brought some provisions and asking her to get out of there and save herself. "No, she can't," Bo Peep is heard saying, as she comes out from behind a fence, staff in hand, smirking victoriously. David asks where Joan is, to which the unscrupulous woman answers that she has her where she can't get out and get herself in trouble, and reveals that she's taken Anna's necklace for herself. And even if she does, she's been branded, so she can find her, always and forever. As she says this, the staff glows. Peep says that now all there's left is for him and his mother to pay her, or hand over their farm.

Back in the present, Emma lies almost unconscious on the ice ground, as Elsa begs her not to sleep. Emma regains her senses, slightly, weakly telling her that she's there, to which the Ice Queen smiles and asks her to tell her more about her son. Emma deduces that she only wants to know more because she knows if the sheriff sleeps, she'll die. Elsa continues to beg for her to stay with her, but Emma keeps getting weaker.

402 20
Has she really always been there?

David walks through the dark streets of nighttime Storybrooke towards the local butcher shop, where we find Bo Peep alive but not so well, working as a butcher. As she is chopping up lamb with a cleaver, David walks in. She tells him they're closed, but the sheriff only says he needs her help, with a less-than-enthusiastic look. She replies that they're not friends and she's not interested, and demands that he get out. David reminds her that she doesn't have her helpers there with her anymore. Provoked, Peep acknowledges this, but comments that she has one... right before she tries to hit David with the cleaver. Fortunately, Hook steps in and grabs her arm, preventing her from doing so, and prompting David to grab a hold of her and shoving her against the freezer door, telling her his daughter's in trouble and he needs to find the person who can help her, someone she branded. Bo claims that she branded a lot of people, to which David tells her that her name is Anna and she was going by "Joan" back then. Bo taunts him by asking him if she looks like she keeps a record book, because she doesn't. David claims that she knows what he needs then, to which she sighs, and Nolan then orders Hook to look in the back room, for she won't keep it far from her, a shepherd's crook. When Hook comes out with it, Bo complains that that's her personal property, and demands that they give it up. David pushes her aside, and as the two men prepare to leave, she taunts him further: "Ah, so in this world, you're a hero?" He turns back around and answers that, in this world, he doesn't have to answer to her. He turns to Killian and says that they should go find Anna, but they start to receive an incoming call from Elsa, and Hook says Emma's passed out and freezing to death. They exchange concerned looks.

Act V

402 21
David wins an impossible fight.

We see the image of Anna's necklace reflected in a mirror held by Bo Peep, as she admires how it sits over her bosoms, lying on a chaise longue inside a gazebo. When she puts the mirror down and notices David is standing there, having arrived at high noon and just on time, she sits up and says that she hopes he has her money. "Sorry," David tells her. When she examines the look on his face, she mockingly hopes that he's not considering fighting, for he knows he can't win. He doesn't answer, and she just turns to her guards and says, "Boys." With this, the two soldiers that keep her company unsheathe their swords, and so does David, who immediately lunges his sword at both of them, narrowly missing each one, as Peep looks on. The two men attack David from both sides, but the young shepherd manages to outperform them both, knocking them out, the first with a punch, the second with a flying kick. Bo Peep promptly reaches for the first knight's sword, commenting that now she's got to get her hands dirty. They start going at each other, swordfighting, and eventually Bo is able to disarm David and corner him against one of the pillars of the gazebo. She puts the pointed end of her sword up to his throat, reminding him that she did say he can't win. "Actually..." David tells her, and quickly rolls away from that spot when she prepares to behead him with the sword. She gets her weapon stuck in the pillar, and David grabs his own sword and manages to bring it up to the woman's neck from behind her, as she tries to get her sword out. "...Maybe I can," he finishes, before snapping the necklace off of her and bringing her up to yet another pillar, whilst asking where Joan is. Peep tells him she doesn't owe him any answers, as he ties her up with her own pink laces. He spots the shepherd's crook over the chaise longue and tells her he's gonna find Joan himself, and she's going to help whether she'd like to or not. David grabs the crook and concentrates on it, hoping to be told where his friend is. An image of a sheep in a medallion of sorts forms inside the crooked portion, and David realizes that she is being kept inside a barn with said image on one of the windows. He drops the crook and heads towards it, busting its door open and coming in.

402 22
...And Joan is saved.

It isn't too long before Anna falls on top of him, ready to attack, before realizing it's him and stopping cold on her track. Anna says she thought he was "them", and David's response comes in the form of showing off her necklace before her. Anna looks surprised that he fought and won, and he reminds her that it was her idea. Anna starts to say she didn't think they had the time. He scoffs and she corrects herself, saying she hoped they did, and she had faith in him. He tells her she was right, it was an impossible battle, which is why he had to fight it. As he gets back up, she asks him what changed his mind, for it didn't get more impossible, to which he answers, "When she took you." Anna replies that he barely knows her, although she appears to be moved, and David answers that he was starting to, and what she said about her sister stuck with him; he might be able to survive, but he also has to be able to live with himself, and he can't do that if he's trapped in a life he doesn't want. He then adds that he thinks it's time they get her on her way, and she thanks him. They leave.

402 23
Sheriff Charming tries Elsa again.

Storybrooke. David and Hook get out of the sheriff vehicle, the former holding the shepherd's crook, and they make their way towards the ice wall and cave. David gets his walkie-talkie and calls Elsa, asking about Emma. The latter lies on the floor inside the ice cave, practically unable to move, and Elsa gets up and reaches for the walkie-talkie, answering that the Savior is freezing and turning blue. A desperate Hook starts carving away at the ice again, but Charming stops him once more, telling him it's not gonna help. David tells Elsa that he needs her to find a way out, to which she replies that she needs Anna. David says they don't have her at the moment, but they have a way to find her and will, but she's gonna have to do this on her own. The Ice Queen claims that she can't control this, to which papa sheriff tells her he knows how she feels, she's trapped and it's a battle she can't win, but that's exactly the kind of battle she has to fight or she'll die. Elsa says she'll survive, but implies Emma might not, as she holds her hand.

402 24
Glory hole.

"Survival isn't enough," David tells her, "You have to live." This triggers something within Elsa... Elsa asks him where he heard that, and David, smiling, tells her she knows where. Elsa deduces that he knew Anna, as Emma starts to regain some consciousness, and David confirms this, retelling that Anna helped her once to become who he is today, a long time ago, she saved his life and her sister's, and now he needs her to save Emma's. He goes on to say that he didn't know much about Anna, but she wouldn't want her to live alone in an ice cave which is where she'll be if she doesn't melt that ice. "Now do it!" he says. Elsa breathes heavily, drops the device and gets up. Emma starts to sit back up again and David and Hook just wait on impatiently. Elsa brings her hands up and starts to cast a counteracting spell that cuts through the ice, creating a round hole in the wall before the cave. Elsa then helps Emma up and brings her to the wall, where she is met by the men. Hook embraces her and asks her if she's okay, to which she nods, before almost falling to her knees. He picks her up and takes her in his arms, as Elsa comes out and is met by David, who points out that she saved her. Elsa acknowledges that she did, but also that she endangered her, so David owes her nothing. Charming says he owes her sister everything, and what he said is true, she helped him and now he's going to help Elsa. "This isn't over," he says, "We're going to find Anna." Elsa chuckles and nods, now looking more hopeful.

Act VI

402 25
Baby high-five.

Mary Margaret still finds herself at the power plant, holding the manual. She says to herself that she still can't read Japanese, but she can press a button, which she does. Immediately afterwards, she pulls up the lever, but nothing happens. She tries again, frustrated over the fact that it's not starting like it's supposed to, and baby Neal starts to fuss. She starts tending to him, apologizing to her son and acknowledging that he's hungry. She claims she will feed him in just a second, and then has a sudden realization: the generator is "hungry" too. She remembers it needs fuel, and looks up at the ceiling, trying to find the fuel supply line, which she does. She finds the source and turns its knob, while the baby coos, and watches as the fuel makes its way to its intended destination, whilst commenting to herself that it's "feeding time". She turns the lever on and the alarm blares as the machinery whirs, and light is restored. She grows ecstatic and gives her son a "baby high-five", then asking him playfully if he wants some milk from "mama Mayor".

402 26
Body heat.

Emma is comforted back in her apartment, as she is still seen shivering with cold, while her father and Elsa cover her with blankets. Hook holds her hand and comments that she's so cold, and the power is restored, so the pirate quickly moves to get the heater. Emma says that's good, as David rubs her, and Henry tells his mother he'll go make some hot cocoa. Emma tells her to wait, which he takes to mean that she's merely reminding him to add cinnamon, but she moves to hug him and apologizes for possibly not having been much help earlier. Henry comments that he's just glad she's okay, for he was already down to one mother and he won't go lower than that. Emma chuckles, as Elsa looks on with sadness, and the Savior turns to her and asks if she's okay. The Ice Queen answers that she's not only lost her sister, but her sister's necklace too, and now she has nothing of hers. David grabs the shepherd's crook and says, "Then let's find her." Elsa grabs it, looking slightly confused.

402 27
"Joan" sets off on her journey.

Back in the Enchanted Forest of the past, Anna walks out of David's old house, ready to resume her journey, and telling the young shepherd's mother that she hopes to see both of them at the wedding. Ruth hands her a wrapped sandwich and tells her to consider it an early present, in case she gets hungry on her journey, to which Anna gleefully tells her that she love sandwiches. The elderly woman tells Anna that she changed her son, which the young lady denies, claiming that he was always that way, he just didn't know it. Ruth thanks her, and Anna shows that she's glad she helped. She then asks Ruth about the magic, like with Bo Peep's staff, whether it's usual around those parts. Ruth answers that there's always a bit of magic around, and Anna recounts that her parents had a problem with magic, really powerful stuff, so she wonders if there would be someone who could help them with that kind of a thing. Ruth says she's no expert, but there is a man, a very powerful wizard who is well-versed in all magics. Anna considers that perhaps he can help her, and asks for his name. Ruth doesn't like to say his name out loud, for he's a bit dangerous, but she'll write it down for her. Anna thanks her, just as David approaches them with his steed and Ruth goes back inside the house. David tells his new friend the horse is hers, to help her on her way, and the lady reminds him that he said the horse was something he could never give up. David replies that the horse is a reminder he doesn't need or want anymore: it was his father's. Anna appears sympathetic, and David helps her up. "Look at you," she says once she's on top of the steed, "All heroic now." David tells her he's still just a shepherd, to which she says, with a hint of a smile, "We'll see." Ruth comes back out and holds Anna's hand, quietly slipping her the piece of paper with the wizard's name on it, whilst simultaneously parting ways with her. Anna nods and sets off on her quest, as the two others look on. She opens up the note and reads the name of the wizard: "Rumplestiltskin". As she continues riding off into the unknown, Rumplestiltskin is shown watching her inside his crystal ball. He giggles maniacally.

402 28
Bah bah Ice Queen.

Elsa stares into the crooked top portion of Bo Peep's staff, but nothing is happening, and she can't see anything. David says that it should work; Hook asks if it's broken, and Elsa worries that it might mean something happened to Anna. Emma notices a sound though, and the staff starts glowing intermittently, unbeknownst to them at first. They pay attention to the noise, and realize it sounds like a heartbeat. The Savior comments that they might not know where her sister is, but they know the most important thing. "She's alive," Elsa says, with excitement, as the front door to the apartment is opened and Mary Margaret walks in with the baby. She asks who's alive, and notices the Ice Queen, asking who she is. David introduces her, and says they're going to find her sister, because that's what their family does, they find people, and they always do, because they really, really don't like to give up. Elsa is touched. Henry ponders about this...

402 29
Henry reaches out to his mother.

The following day, Henry makes his way to his old house and knocks on the front door. Regina approaches the door, without opening it, as Henry tells her from the other side that he knows she's in there. He tells his mother that she can give up on herself, but he's not going to give up on her, and adds that he's not going to go away just because she told him to, for he belongs there and he's going to come back everyday because that is his house too. Regina sighs, moved, and Henry adds that he misses his room, and she opens the door. "Henry..." she says, touched to see him there. "Mom," he answers. The two of them embrace.

402 30
Elsa tries to take down the wall.

"You did this," Emma points out as she and Elsa stand before the ice wall on the edge of Storybrooke. The Savior comments that the Ice Queen might not be able to control it, but it's amazing and unique, and she remembers Elsa said she was the only one with that kind of power. Elsa answers that that's probably best for everyone, and Emma replies that it's best for her too, because this is kind of "cool". She turns to Elsa and says, "Pun intended." Elsa makes clear there is no need for a barrier anymore, and prepares to take it down. She makes use of the same magic she did before, when she tried to save Emma, but it doesn't work this time. Elsa immediately starts to wonder why she can't take it down, for there is no reason why it should be staying up, since she's the only person with that kind of power. Emma then wonders as well what's keeping it up...

402 31
Here we go again...

...And cue Storybrooke's very own ice cream lady, Sarah Fisher, serving up an appetizing cone to Leroy, who promptly thanks her and nonchalantly comments that power outage must be her worst nightmare. He asks if she lost a lot of merchandise, and the ice cream lady politely - yet coldly - answers negatively, claiming that she didn't lose anything, which she attributes to luck. Leroy smiles back, looking a bit creeped out but not enough to let anything sink in, and walks out of the establishment. On the counter next to her we see a bucket of unfrozen ice cream mix. She slides one hand over the bucket and it is completely frozen over. She takes a bit out with her finger and licks it clean, appreciating the taste of her own mojo, and then allows herself to lean against the freezer and indulge in a moment of contemplation... and the walls behind her all start to freeze over when her back hits them. She smiles...

Deleted Scenes

"Time Will Tell"

402 DS 02
Henry goes to his grandfather for help.

Mr. Gold opens the front door to his pawn shop and realizes that it's been recently broken into. He tells his wife, Belle, who's behind him, that someone's been there. Belle notices Henry sitting inside the store, waiting for his grandfather, and she tells her husband that she thinks the intruder would like a bit of his attention. She walks past the young man and they wave at each other, and she goes into the back of the store to give them some alone time. Gold presumes there is a reason why Henry is there, and the latter stands up and tells his grandfather that he wants his memories back. Gold reminds him that they were returned to him by his mother, and if anything is still missing, he blames video games. Gold lights up some candles as the lad tells him he wants his fake memories back, of being in New York and happy, forgetting Storybrooke and his foster mom. He wants those back, or new fake ones, he just wants to forget. Gold wonders if something's happened between him and his mother, to which Henry simply replies that she's being a jerk. Gold also wonders which mother he's talking about, to which Henry answers that he means Regina. He says he doesn't want any memories of her, and asks if he can do that. His grandfather says he can't, but won't, and goes on to say that memories are more often bad than good: we make mistakes and throw out our lives, and there's no avoiding them, and they are woven into a heavy cloak of regret that we wear until we die. Rumple tells him to believe him, for his cloak is heavier than most, but it's bearing it that makes you learn, makes you strong. Henry asks if he has learned, to which Gold replies that it's a gradual process. Henry says he doesn't want to be strong, he wants to forget, to which Gold asks even if that means losing all the memories that make him who he is. Henry doesn't know how to answer, and Rumple says he only thinks he can't stand it, but he can. "You know why?" he continues, "You have the lineage of the Dark One, plus the blood of the Savior running through your veins." Henry asks if that means something, to which Gold says that time will tell, but only if he lets things unfold as they ought to. He then sends his grandson on home, but stops him to let him know he's going to pay him back for the broken lock... but Henry says that wasn't him, it was open when he got there. He leaves, and Gold is left to ponder about this...


402 DS 01
Mary Margaret comes to Regina, also for help. Everybody's turning to the villains for help.

Regina is seen sitting in her living room, looking depressed and pensive, with the lit fireplace next to her. There is a loud knock on the door, and she tells whoever is outside to go away. She then hears the door being opened, and soon enough Mary Margaret shows up, bringing in her baby on his stroller, and asking if the Queen forgot she was a bandit. Regina aggressively tells her that the stroller threw her off, and then adds that she should get a nanny if she's going to break into houses. The former teacher apologizes for it, but she needs to talk to Regina about the blackout, since people seem to want her to fix it, and she was wondering... Regina cuts her off by asking if she was wondering whether she knew how to fix it, or if she caused it. Mary Margaret is caught off-guard, and moves to sit with her, whilst pointing out that she saw her note to Henry and it seems like she's in a bad place, like she's giving up a little. Regina asks if they can even read, for that's the last thing she's doing, and Snow asks if the blackout is part of her plan to fix things. Regina tells her that her plans are hers, and no, cutting off their precious air conditioning doesn't help her. Mary Margaret then wonders if she can help her, and Regina denies it, claiming that she's out of the leadership business: she was Mayor because she cast the first curse, but this one is Snow's doing. "Welcome to public office," she adds, prompting Snow to say she doesn't know how. Regina reminds her that she led a kingdom once, and she can do it again. Snow claims that this is different, since she has a baby now, and asks the former Mayor how she juggles things. Regina bluntly tells her that she's not running a parenting seminar, so she'll have to figure it out for herself. Mary Margaret gets back up, sighing, and the Queen stops her, regarding the blackout, saying she can find "enlightenment" at the power plant, since there's a backup generator that should kickstart whatever other generator failed. Regina then gets up herself and asks about Henry. Mary Margaret is honest, telling her he's not great because of her note, to which Regina asks that she let him know this is temporary. Snow says that "temporary" can seem like a long time for kids. Regina then says she knows what she's doing, and Mary Margaret replies that she hopes so.


402 Title Card
  • The title card of this episode features the main logo amidst a blizzard with one of Elsa's ice barriers in the background.
  • Although credited, Michael Socha (Will Scarlet) is absent from this episode.




The outing, despite losing four-tenths of its audience from the previous episode, placed a 3.2/9 among 18-49s, making it the evening's most watched scripted program during the 8-9 pm hour, with 8.78 million viewers tuning in, placing it second in that category behind Madam Secretary on CBS. It was also ABC's most-watched program, and the top scripted program overall for the night as it placed second behind NBC's Sunday Night Football.[2]


  • For IGN, Amy Ratcliffe awarded this episode a 6.9/10, commending the "great" scenes between Elsa and Emma and Elizabeth Lail's performance as Anna, but criticizing Bo Peep for being "superficial" and not believable as a warlord. She had this to say, as her final verdict: "The Frozen portions of tonight's Once worked. We saw more of how Elsa and Anna have developed since Elsa's “Let It Go” phase, and Elsa got over her fears of Storybrooke's citizens and is controlling her powers. The happenings in the fairy tale realm with Bo Peep and David were rather silly though and brought the story down."[3]
  • For FemPop, Alex Cranz awarded this episode a 3.3./5, praising the series' direction and back-to-basics turn ("This is all a long way of saying that “White Out” is some of the best stuff Once Upon a Time has done since somewhere around the end of season 1."), but criticizing Elsa's behavior and personality ("If I laid on Elsa too hard I apologize, but I don’t want to. Woman was just STUPID this episode. I get you can’t control your powers, but maybe also don’t run around holding hostages? And maybe when a chick is freezing on the floor you hug her close like you guys are in the Saint? It isn’t hard Elsa."). A lot of praise was also given to Bo Peep and Robin Weigert's portrayal of the role.[4]
  • The episode scored a 4.6/5 on TV Fanatic, and reviewer Christine Orlando was quite positive of it.[5]
  • For Spoiler TV, Ashley B deemed the episode to be "enjoyable" and "strong", and said, "This entire episode really felt to me like the show was returning to its roots and the things that made us fall in love with Storybrooke in the first place."[6]
  • The overall appreciation of this episode by members of this wiki's community was positive.


Gallery of photographic stills released to promote the episode.

External Links


  1. Adam Horowitz tweet.
  2. [ "'How to Get Away With Murder' Has Biggest Adults 18-49 Ratings Increase; 'Parenthood' Tops Percentage Gains & 'The Blacklist' Tops Viewer Gains in Live +7 Ratings for Week Ending October 5"], by Amanda Kondolojy, TV By the Numbers, October 20, 2014.
  3. "ONCE UPON A TIME: "WHITE OUT" REVIEW", by Amy Ratcliffe, IGN, October 5, 2014.
  4. "REVIEW: ONCE UPON A TIME – ‘WHITE OUT’", by Alex Cranz, FemPop, October 9, 2014.
  5. "Once Upon a Time Season 4 Episode 2 Review: White Out", by Christine Orlando, TV Fanatic, October 6, 2014.
  6. "Once Upon a Time - White Out - Review", by Ashley B, Spoiler TV, October 7, 2014.
Community content is available under CC-BY-SA unless otherwise noted.