The Red Queen is dead and the Knave of Hearts is heartbroken. Jafar suggests there's a way Anastasia can come back to him. We jump to the past when the Knave was part of a group of soldiers hunting down a murderous monster. In truth, they are hunting Alice. The label of "murderer" was attached to her by the lying queen.
The Knave gets caught in Alice's trap as he tries to sneak up on her. He admits that he must do whatever the Queen of Hearts says. Alice offers to steal his heart back for him. After all, everyone deserves a second chance. Once Alice steals the heart, the Knave must do whatever she says. She asks him to help her show her father that she's not crazy. She then reconsiders and gives the Knave his heart back. But that doesn't mean they have to part ways.
In the present, Cyrus knows that he must return the water to the Well of Wonders to free his brothers and mother. His conversation with Alice is interrupted when the Knave returns to reveal the Red Queen's fate. There is a way to get her back though. The only catch is they must return the staff to Jafar. Alice and Cyrus can't do that. They invite the Knave to join him on their journey to the Well of Wonders. That turns out to be a mistake. The Knave swipes the staff.
When Alice catches up with the Knave after giving chase, she falls into dangerous waters. The Knave saves her. He says she'd have done the same for him. This much is true. Alice, Cyrus and the Knave meet up with the Jabberwocky, who says she wants her freedom. The four of them consider joining forces to defeat Jafar. They also want bring back the Red Queen. The Jabberwocky can't help with that, but Amara can.
The Jabberwocky brings Cyrus to the castle. She wants her freedom for this gesture. Jafar doesn't oblige. Elsewhere in the castle, Alice and the Knave make their way to the cells. The Knave is chased by guards while Alice frees the old man. Jafar summons the Knave to his chamber where Amara appears as well. It's time for a showdown.
Jafar and Amara do battle in the chamber while Alice battles guards elsewhere. One of the fights takes a dire turn. Jafar realizes Amara is trying to save her family. He shoots a large piece of jagged glass into Cyrus's chest. Only one thing can save him-the spell of two sorcerers that will change the rules of magic. Amara has no choice but to give Jafar what he wants-ultimate power.