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This article is about the episode. For the character, see Lily Page.

"Lily" is the nineteenth episode of Season Four of ABC's Once Upon a Time. It was written by Andrew Chambliss & Dana Horgan, and directed by Ralph Hemecker. It is the eighty-fifth episode of the series overall, and premiered on April 26, 2015.


Opening Sequence

Emma's VW driving out of Storybrooke via the forest.

In the Characters' Past

The Enchanted Forest

In the Enchanted Forest, the Apprentice starts consulting with the Sorcerer, who demands that the Author (Isaac) can never be allowed to change fate again, after he manipulated the apprentice into sending Maleficent's daughter, Lily, to the real world after transferring Emma's potential for darkness to the child.

Our World

In 1999 Minnesota, the teenage Emma is grabbing a sleeping bag from the garage for a camping trip, when she finds her friend Lily hiding, saying that she's in big trouble. Lily then invokes the "friends forever" clause to get Emma's help. Before she can decline or accept, Emma's adopted father appears and invites Lily to stay for dinner, but when Emma's father brings up the subject of how they met, Lily lies by saying that they knew each other through foster care. Emma pulls Lily aside afterwards and tells her she doesn't want to lie to her new family, only to see a news report on television about authorities searching for shoplifters, and Lily is among the suspects identified.

The news has now made Emma furious and now wants Lily to leave immediately, but Lily says that she just can't help it because she always does "bad" things; she then begs Emma for help with just one more thing, which is to retrieve a special necklace. Later that night, Emma follows through with getting the necklace, but Lily pulls a fast one on Emma by stealing money from Emma's parents and runs away. When Emma returned home, Emma's parents surprised her, having called her social worker, and discovering that Lily is a known criminal. The parents are now upset with Emma for not telling them and allowing such a person into their home; the actions would result in Emma being kicked out of the house. Later that night, Lily catches up with a now furious Emma at a bus stop, and claims that no matter what she does, everything goes wrong and adding that her "whole life is darkness," but when Emma is around it gets brighter. Lily then begs Emma to stay in her life, but a bitter Emma leaves, saying she is better off alone.

Lily's future would later come to light as Lily unknowingly sits next to the Apprentice on the bus after she boards, where he starts to tell Lily that he knows everything about her and can explain why her life is so miserable. He believes he owes the truth to her.

In Storybrooke

It has been several days since Cruella's death as Isaac and Gold mourn her passing, but Gold is quick to point out that the time has come to start moving on to their next plot. Meanwhile at the diner, Emma wonders how they will stop Gold now that her heart is starting to change, when all of a sudden Maleficent shows up and says that she is offering her help, now that they all have a common enemy in Gold. Maleficent tells Emma about her daughter, who is alive and named Lily, which prompts Emma to race off towards the library after she hears the name.

Emma immediately does some research and uncovers the truth that the woman, Lilith Page, is not only Maleficent's daughter, but was once the childhood friend of Emma, who also discovers that fate has controlled her life down to the finest detail, which includes influencing the one friend she ever had. Regina then suggests that it is time to turn the tables on fate, and propose that the two travel to New York together, giving them the opportunity to help each other, with Regina hoping to warn Robin Hood about Zelena, while Emma hopes to find and reunite with Lily in order to redeem her parents. As they prepare to leave Storybrooke, Emma and Regina say their goodbyes to everyone, though Emma is still mad at Mary Margaret and David for lying to her.

With Emma and Regina out of town, Gold finds the opportunity to find Belle's heart as it can not leave town. He finds Will after finishing his date with Belle, and tells him that Regina took her heart and then threatens Will by demanding that he help him steal it back from Regina's office. Meanwhile, Mary Margaret and David visit Maleficent and asks for her forgiveness, but responds to the couple that the real person they need to seek forgiveness is from Lily, since Maleficent has made it clear that she will never forgive them. Hours later, Gold puts his next plan in motion as he seeks out Maleficent in pursuit of Belle's heart, but Maleficent has decided not to be part of his plot upon visiting the Mayor's office as Regina has placed a protection spell so he won't enter the office, but Gold used the distraction to allow Will to sneak in through the window and retrieves Belle's heart. After Gold leaves, Maleficent immediately texts Regina.

As Will brings Belle's heart back to her, he finally gets her attention as Gold enters the room to explain that he must stop hurting her as his heart has grown blacker and learns that he will die faster if he does not stop. Gold then restores the heart back into Belle, and as he leaves, essentially gives Will his blessing with Belle. Will and Belle then hold hands together as they see Gold walk away.

Outside Storybrooke

As Emma and Regina arrive in Lowell, Massachusetts, the two visit a apartment that was the most recent address that Lily once lived at, but the landlord who heard them knock on her door says she died in a car crash and adds insult to their injury by claiming that no one really misses her. Sensing that he is lying, Emma starts to snap and prepares to attack him, but Regina barely holds her back from doing so. Hours later, Emma and Regina are back on the road, when they spot a wolf in the middle of the road and just like Emma's first arrival in Storybrooke is run off the highway and it blows a tire. Emma is now convinced that this is happening all over again, only to have Regina telling Emma that she's putting too much faith in fate. Moments later, Emma and Regina stop to get a meal at diner nearby, and in a surprise shocking twist Emma quickly identifies a waitress named "Starla" as her long lost friend, Lily.

Emma and Lily begin to confront each other outside of the diner. Lily is stunned that Emma would track her down based on the birthmark on her wrist as proof, even as Emma tries to explain that there's a higher force at power here that has kept them in each other's lives and forced Lily's many bad decisions. Lily then tells Emma that she does not believe her and refuses her offer to help. She also tells Emma that she is married and has a daughter, only to walk over to the young girl who just got off a school bus and asks her to pretend to be her daughter in exchange for a free week of burgers. This leads Emma to be suspicious of Lily and follow her to her home, where they find a wall filled with newspaper clippings and clues about Storybrooke; it turns out that Lily knows everything about its existence, and is plotting revenge on the people responsible. The two then hear a car burning rubber (Emma's VW) and leaving the place. They believe Lily is ready to carry out her plot as the Snow Queen's scroll is inside, so Emma finds a monkey wrench, then smashes the window of another vehicle and the ladies race off after Lily until they catch up with her and corner her. When Lily threatens Emma by vowing to kill Mary Margaret and David, she and Emma start fighting; their fight causes Emma's light magic and the darkness in Lily to clash as well, causing an electrical strike that takes out the headlights on Emma's car. Emma ultimately starts pointing a gun at Lily, who dares her to shoot, since all she ever does is ruin things anyway and adds that decisions are inherently part of her.

Regina convinces Emma that Cruella's death was an accident (Emma only intended to knock her away, not off the cliff), but killing Lily intentionally will be crossing the line into darkness. Encouraged by Regna's belief in her, Emma forgives Lily and convinces her to come with to see her mother Maleficent. Regina gets a text from Maleficent, who warns her that Gold has taken back the leverage, Belle's heart, and returned it to her putting Robin in more danger. As they reach the apartment, Regina tells Robin the truth about Zelena pretending to be Marian but Robin doesn't believe her, until "Marian" shows up and eventually reveals to everyone by transforming herself back to Zelena, shocking Robin, who suddenly shocks Regina, Emma and Lily with another surprise: Zelena is now pregnant with his child.


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Season Five: MeridaQueen EleanorKing FergusHarris, Hubert, and HamishThe WitchLord MacGuffinLord MacintoshLord DingwallKing ArthurSir KayGuinevereGorgon The InvincibleCharonBrennan JonesHadesMegaraHerculesCerberusThe ScarecrowTotoCleo FoxAuntie EmDr. JekyllMr. HydeEvil Queen
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Both series: Will Scarlet/The Knave of HeartsCinderella/Ashley BoydRobin HoodLittle JohnFriar TuckGrumpy/LeroyCora/The Queen of HeartsCaterpillarMaleficentJafarDr. Lydgate

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Season Three: "The Heart of the Truest Believer" • "Lost Girl" • "Quite a Common Fairy" • "Nasty Habits" • "Good Form" • "Ariel" • "Dark Hollow" • "Think Lovely Thoughts" • "Save Henry" • "The New Neverland" • "Going Home" • "New York City Serenade" • "Witch Hunt" • "The Tower" • "Quiet Minds" • "It's Not Easy Being Green" • "The Jolly Roger" • "Bleeding Through" • "A Curious Thing" • "Kansas" • "Snow Drifts" • "There's No Place Like Home"
Season Four: "A Tale of Two Sisters" • "White Out" • "Rocky Road" • "The Apprentice" • "Breaking Glass" • "Family Business" • "The Snow Queen" • "Smash the Mirror" • "Fall" • "Shattered Sight" • "Heroes and Villains" • "Darkness on the Edge of Town" • "Unforgiven" • "Enter the Dragon" • "Poor Unfortunate Soul" • "Best Laid Plans" • "Heart of Gold" • "Sympathy for the De Vil" • "Lily" • "Mother" • "Operation Mongoose"
Season Five: "The Dark Swan" • "The Price" • "Siege Perilous" • "The Broken Kingdom" • "Dreamcatcher" • "The Bear and the Bow" • "Nimue" • "Birth" • "The Bear King" • "Broken Heart" • "Swan Song" • "Souls of the Departed" • "Labor of Love" • "Devil's Due" • "The Brothers Jones" • "Our Decay" • "Her Handsome Hero" • "Ruby Slippers" • "Sisters" • "Firebird" • "Last Rites" • "Only You" • "An Untold Story"
Season Six: "The Savior" • "A Bitter Draught" • "The Other Shoe" • "Strange Case" • "Street Rats" • "Dark Waters" • "Heartless" • "I'll Be Your Mirror" • "Changelings" • "Wish You Were Here" • "Tougher Than the Rest" • "Murder Most Foul • "Ill-Boding Patterns" • "Page 23" • "A Wondrous Place" • "Mother's Little Helper" • "Awake" • "Where Bluebirds Fly" • "The Black Fairy" • "The Song in Your Heart" • "The Final Battle"
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Once Upon a Time in Wonderland: "Down the Rabbit Hole" • "Trust Me" • "Forget Me Not" • "The Serpent" • "Heart of Stone" • "Who's Alice?" • "Bad Blood" • "Home" • "Nothing to Fear" • "Dirty Little Secrets" • "Heart of the Matter" • "To Catch a Thief" • "And They Lived..."

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Once Upon a Time in Wonderland: Wonderland CastleThe Mad Hatter's HouseWhite Rabbit's HouseUnderlandTulgey Wood
Both series: StorybrookeMaineEnchanted ForestForbidden FortressWonderlandWonderland MazeAgrabahSherwood ForestThe Sultan's Palace

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Once Upon a Time in Wonderland: Vorpal Blade
Both series: Jafar's Snake StaffEnchanted HeartsJafar's Lamp

Songs Featured
"Give a Little Whistle" • "Heigh-Ho" • "With a Smile and a Song" • "Beauty and the Beast" • "Part of Your World" • "Fathoms Below" • "Cruella De Vil • "Some Day My Prince Will Come" • "The Unbirthday Song"

Original Songs: "Powerful Magic" • The Queen SingsLove Doesn't Stand a ChanceRevenge Is Gonna Be MineWicked Always WinsCharmings vs. Evil QueenEmma's ThemeA Happy Beginning

The Jolly RogerMagic CarpetRoyal ShipCruella's carNautilusCinderella's Coach
FairiesUnicornsDragonsBridge TrollsWerewolvesWraithOgresMermaidsKrakenFlying MonkeysRock TrollsWill O' the WispsFuriesMunchkinsTree Nymphs