In the past, Hook and his crew are mesmerized by a beautiful voice in the distance. They manage to steer the Jolly Roger away from some rocks just in the nick of time. Poseidon wants to know why his daughter, Ursula, didn't do in the crew as an act of vengeance. After all, it was a human who took her mother away from them. Even with this truth before her, Ursula admits that she would still rather use her voice for good.
After singing a beautiful tune in a pub, Hook offers to buy the mermaid who nearly sunk his ship a drink. Ursula explains that her mother was killed by a pirate. That's why her father turned her voice into a weapon to lure sailors to their death. Hook says Ursula's voice has the power to take away people's pain. He offers to take her to the place where her mother loved to sing.
Poseidon confronts Hook on his ship. He enchants a seashell so that he can steal his daughter's voice. If this happens, Poseidon will provide Hook with the magic he needs to destroy the Dark One. It's a tempting offer, but Hook doesn't bite. Instead, he recruits Ursula to steal the magic squid ink Poseidon said would defeat the Dark One. This way they both get what they want.
Poseidon becomes privy to what's happening. He destroys the squid ink. A furious Hook steals Ursula's voice leaving her devastated. Poseidon tries to apologize to his daughter. An angry Ursula has none of it. She swipes her father's trident to turn herself into the powerful Sea Witch.
In present day Storybrooke, Mr. Gold, the Queens of Darkness and Regina interrogate August. They learn about a mystic who was known as the Dragon. August claims to have swiped his research. Mr. Gold is off to investigate. When he leaves, Regina is able to whip up a smoke spell where she overtakes Mary Margaret's body. She reveals that Gold is back. Hook is determined to uncover his secret. He'll do so through Ursula. He plans to give her back her happy ending since he's the one who took it away.
Hook lures Ursula into the woods. He knows what she desires and it's on his ship. Ursula uses her powers to bring the Jolly Roger back to Storybrooke. The ship has shrunk enough to fit inside a bottle. Will helps find a way to restore it. Hook turns over the seashell that holds Ursula beautiful singing voice. An attempt to get it out of the shell fails. Ursula throws Hook overboard. Fortunately, a pretty mermaid happens to be swimming by to save him. Ariel reveals that she got stuck in the bottle with the Jolly Roger. She's grateful to finally be free.
While in the woods staring at the image from the storybook, Regina is shocked when Robin Hood appears. They share a kiss. Then the Evil Queen approaches, hurling a fireball their way. Regina awakens. It was just a dream. Mr. Gold returns to turn August into a wooden Pinocchio. Then he turns back into a man. The potion Gold gave him activates the nose-growing affliction so that August will tell the truth.
August reveals that the Sorcerer trapped the Author behind a door. It was made of wood and is somewhere in Storybrooke. Mr. Gold orders Regina to help them find it since she's actually seen the door before. While they are gone, Emma and Mary Margaret neutralize Cruella in order to rescue August. Unfortunately, Ursula returns to hold Mary Margaret hostage in her tentacles.
Hook arrives at the hideout. He knows why Ursula couldn't reclaim her voice from the seashell. Only the person who enchanted it can do so. Poseidon steps into the cabin. He apologizes for forcing Ursula to use her voice for vengeance and returns it to her. Ursula hugs her father. They are happy again. Hook, however, isn't. He realizes that it's only a matter of time before he loses his happy ending, which is Emma.
Cruella escapes to let Gold know there's a traitor amongst their group. Regina worries that she's been exposed, but Ursula is fingered as the mole. As for the Poseidon and his daughter, they bid adieu to Hook at the docks. Before she leaves, Ursula reveals that Gold's plan involves Emma. The Dark One plans to fill her heart with darkness forever.
Regina tells Emma about her dream. She believes the Evil Queen was there to protect Robin. She wants Emma to find a way to contact him. Regina then asks August to help find a way to keep her cover up with Gold. She learns that the storybook page that Henry has isn't just an illustration. It actually is the door they seek. The Author is trapped inside the book. Moments later, August passes out.