It's a new day and we open in Storybrooke the morning after Emma has decided to stay. As Mary Margaret eats breakfast alone, her eyes widen as she catches the clock tower ticking. Henry, still in his pajamas, has been watching the clock tower move the entire night. The town is awake as people go about their business.
Then we find Regina in her bedroom reading Henry's storybook. She's been up all night reading too and as she nears the end, Regina finds the rest of the pages ripped out. The end of the book is missing. Regina bursts into Henry's room, demanding to know where the missing pages are. She presses him. Henry doesn't budge and spitefully tells Regina that she is not his mother. When Henry doesn't confirm the fact that Emma hasn't left town, Regina senses Henry is holding something from her. But before she can grill him about it, Regina hears the clock tower ring and a look of alarm crosses her face as Henry races out of his room.
Standing in front of the clock tower as it ticks to 8:23, Regina realizes it's moving but what that means she's not sure. She spies Emma's car in front of Granny's and heads over. Regina goes straight to Emma's room and not so subtly tells her again it's time to leave town. When Emma stands her ground and shows Regina she's not afraid of her, Regina tells Emma, "You have no idea what I'm capable of." Emma digs her heels in and tells Regina, "Well, then you're just gonna have to show me, aren't you?" They both lock eyes. THIS. IS. WAR. Regina responds, "So be it."
Off Regina throwing down the gauntlet, we pick up in Fairy Tale Land, at Snow White and Prince Charming's wedding where the Queen vows to destroy Snow's happiness. Charming's had enough and hurls a sword right at the Queen. But in a puff of smoke, she disappears. The Queen re-materializes in her study. She's furious and wears a look of pure vengeance. Her Valet approaches, a meek man in his fifties with kind eyes who seems to care for her despite the Queen's vitriol towards him. He offers her a drink trying to calm her. The Queen is having none of it, she's on the warpath and it's frightening. She confers with her Magic Mirror about the threat she made at the wedding and decides she'll fulfill it with "The Dark Curse." The Mirror remarks that she traded it away, but then realizes she plans on taking it back. The Queen tells them she's heading to the Forbidden Fortress to get it.
The Queen arrives at the Forbidden Fortress and finds who she was looking for, a beautiful woman who is every bit the Queen's match, Maleficent. With her prized pet, a small black unicorn, and holding her signature staff with orb-like head, Maleficent exchanges pleasantries and barbs in the same breath with the Queen. These two are "frienemies" and the tension between them is thick. The Queen demands back her Curse, the one she traded to Maleficent for the "sleeping curse." Maleficent tells her, "It's not yours anymore. A deal's a deal. I traded you my sleeping curse..." The Queen interrupts, "Which failed. Undone by a simple kiss." Maleficent hardens, says the Curse is hidden for the good of all. The Queen is undeterred, demands it back. Neither one is budging, it's tense. The Queen attacks and a ferocious battle of magic between the two ensues. Ultimately, the Queen defeats Maleficent and gets her Curse back. Maleficent begs the Queen not to do this, there are lines even they shouldn't cross. She gives the Queen one last warning, "Enacting it will take a terrible toll. It will leave an emptiness inside you. A void you will never be able to fill." But the Queen couldn't care less, "So be it."
In the dark part of the forest, with the Curse in hand, the Queen attempts to enact it with her evil minions in attendance. She adds the final ingredient, "A prized heart", the one she took from her childhood steed. Just as the smoke and energy swirl up, the fire dies and sputters out. The curse is a failure.
Back in Storybrooke, Regina meets with Sidney, the reporter she has in her pocket who looks exactly like the visage in the Queen's magic mirror from Fairy Tale Land. All Sidney has to report about Emma was that she spent a lot of time in foster homes, got into some trouble but that the details are locked up pretty tight because they're juvie records. Regina is disappointed, she wanted more and tells Sidney to find more.
At Granny's Diner, Emma crosses with Graham, the town sheriff, who notices that she's decided to stay. Henry unexpectedly pops up in the diner and tells Emma to take a walk with him. He's excited she's decided to stay and tells her they're gonna break the curse together. Emma is skeptical of all the curse talk. Henry fills her in on how the Curse afflicts the town and his plan to break it, which is called Operation Cobra. Emma: "So, everyone here is a fairy tale character. They just don't know it?" Henry: "That's the curse. Time's been frozen, until you got here." Henry explains that everyone's past is a haze to them. Emma: "So for decades, people have been walking around in a haze, not aging, with screwed up memories, stuck in a cursed town that kept them oblivious." Henry smiles broadly, "I knew you'd get it." He tells Emma they need her, she's the only one that can stop the Queen's curse because she's the daughter of Snow White and Prince Charming. Henry gives Emma the pages to the end of the book as proof and tells her that whatever she does, Regina cannot see them. If she did, it would be bad. When Emma and Henry arrive at his school, Mary Margaret also notices that Emma has stayed. Emma asks Mary Margaret where she can find Henry's doctor.
Emma goes to Archie's office because she wants to know why he's in therapy. He explains to Emma that stories are Henry's language to deal with complex emotions. They're his way to cope with his problems. Emma asks if Regina is the cause of the problems. He confirms that it's because of Regina trying so hard to bring Henry closer, but that her attempts have only backfired. Archie gives her Henry's file because he says she's very important to him. He tells her to return it when she's done. Once Emma leaves, Archie phones Regina and tells her Emma took the file. It was a setup, one Regina orchestrated from the beginning.
While Emma is pouring through Henry's file, Graham stops by unexpectedly asking for it. He tells her Archie said she stole it. Emma gives him the file and is arrested. She tells Graham she was set up. Meanwhile, Regina goes to Henry's school in an effort to convince him that Emma is no good. She tells Henry that Emma stole his file from Archie's office in order to take advantage of them. She fails as Henry doesn't buy it and heads back to class.
Back at the jail, Emma tries to convince Graham that Regina used Archie to frame her. She pushes him on how far Regina would go to frame her but Graham is evasive. This discussion is tabled when Henry arrives with Mary Margaret to bail Emma out. Once out of jail, Emma heads to Regina's office and chops down a branch of her beloved apple tree with a chainsaw. Regina storms out confronting Emma, "You're out of your mind..." Emma tells her, "You come after me one more time, I'll be back for the rest of this tree. Because, sister? You have no idea what I'm capable of. Your move." Gauntlet thrown.
We're back with the Queen in the Fairy Tale Land forest. She stands at the remnants of her failed attempt, staring at the fire pit. Her Valet appears and she asks him why the Curse didn't work. He suggests she'll find the answer from the person who gave it to her... Rumpelstiltskin. Hesitant, the Queen knows she has no other choice.
The Queen goes to see Rumpelstiltskin for answers. He informs her that Charming and Snow White came to see him, too. He told them the truth, that their child is the key to stopping the Curse because all curses can be broken. Right now, she needs help enacting the Curse. He'll tell her what she needs if she agrees that whatever world they end up in, she must do whatever he says, so long as he says "please." The Queen agrees. Rumpelstiltskin tells her she must sacrifice the heart of the thing she loves most. He asks her, "How far are you willing to go?" The Queen leans forward with a look of PURE EVIL, "As far as it takes."
Meanwhile, Emma has just been kicked out of Granny's Bed & Breakfast at Regina's prompting. Back at her garden, Regina demands that Graham arrest Emma for destruction of city property for cutting the branch off her apple tree. Graham stands up to Regina. He insinuates that she framed Emma and tells her that if she continues to go after Emma the person she'll be hurting the most is Henry. When Emma gets to her car she finds a parking boot attached to it. Right then she gets a call from Regina offering a truce. But it's all a setup. Emma goes to Regina's office and mentions she thinks it's crazy that Henry believes everyone is a fairy tale character from his book. Unbeknownst to Emma, Henry is there and overhears. Henry runs off, heartbroken. Regina tells Emma, "Your move." Emma storms out.
Back in Fairy Tale Land, the Queen returns with a head of steam to her lair with the information Rumpelstiltskin gave her. When her valet asks her what she must do for the Curse to work, she's conflicted and doesn't want to say. The Valet caringly presses her. The Queen looks him in the eye and tells him, "I have to cut out the heart of the thing I love most." That lands on the Valet as he gets it, "Me." Just as we wonder why he thinks that, the Queen tells him, "Daddy, I don't know what to do." Wow, this is the Queen's father! He tries to convince her not to enact the Curse. She uncharacteristically buries her head in his shoulder as he comforts her. Tears roll down her cheeks as her father implores her to choose happiness. It's easy to see she loves him, but suddenly her demeanor hardens. The Queen tells her father she can be happy, "Just not here." Off that she snatches her father's heart. His body falls to the ground lifeless as she says, "I'm sorry."
Emma stops by to see Mary Margaret. She wants to pay her back the money for bailing her out and say goodbye because she's leaving town. She tells Mary Margaret that if she stays Henry will only keep getting hurt. Mary Margaret asks her what happens if she goes, "Who will protect Henry if you won't?" This lands hard on Emma.
Off Mary Margaret's talk, Emma finds Henry at Archie's office. She tells Henry, "I stayed here for one simple reason. You." Emma tells him that saying she thought he was crazy was only a ruse to throw off his mom, Regina. Henry thinks this is brilliant, "I knew you were here to help me." Emma and Henry share their first hug, as she tells him, "That's right kid, I am. And nothing -- not even a curse -- can stop that..."
The Queen stands over a crackling fire as she pours her dad's heart into the fire and enacts the Curse. The sky darkens as the black clouds begin to billow... and the Curse begins. With the Curse in effect, he Queen starts to leave, but before she goes she places a black rose on the grave of her father and gives him a final goodbye, "I love you Daddy." Then we see, the name on the gravestone, HENRY. BELOVED FATHER.
Back in Storybrooke, Emma and Henry walk down the street together, fences mended. Meanwhile, Mr. Gold pays a visit to Regina. When Regina states she just rid the town of an unwanted nuisance, referring to Emma, Mr. Gold informs her that he just saw Emma and Henry strolling down Main Street, thick as thieves. We also find out that Mr. Gold procured Henry for her as he questions how she picked the name for him. Regina accuses him of wanting Emma to come to town and asks where he got Henry from. Mr. Gold just smiles. Regina asks what he knows about Emma. He tells her, "I would say, you think you know exactly who she is." As Mr. Gold attempts to leave Regina blocks his path, "Tell me what you know about her." He stares her down. He's not answering and tells her to excuse him. She doesn't move. But when he says "Please" with a malevolent undertone, it compels Regina to let him pass. Mr. Gold walks right past her and we're left to wonder just how much power he has over her and everyone else in town.