The fallen Storybrooke clock tower appears in the red-tinted forest.
In The Character's Past
In the Enchanted Forest, Regina, still after Snow White's heart, is being convinced by her father Prince Henry to move on, but is unable to let go of her anger. He turns to the Magic Mirror in desperation to speak with Cora, believing that the best way to force Regina to get over Snow White is to just help her out in finish her plot, which Prince Henry is not in favor of. Unaware to Prince Henry and Regina, Cora has managed to enter the realm of the Enchanted Forest through the mirror again. Later on, Prince Henry meets with Snow White in the woods. When she sees the real Prince Henry approaching her, she realizes that the first Prince Henry was actually Cora, who rips out her heart while she is distracted. Cora takes Snow's heart to Regina as a birthday present, only to then learn that Snow switched out it with that of a guard. It turned out that Prince Henry saved Snow White by switching the hearts. A furious Regina then shrinks her father and condemns him into the very box that was holding the heart. Regina confronts Cora and sends her mother back into the mirror and seals it forever. At the last minute Cora takes the box containing her husband so Regina will be truly alone.
In the Underworld
In what appears to be a dream, Emma wakes up in a car and is warned by Neal, who tells her that he's just sending her a "long distance call from an old friend." He explains that he personally isn't in the Underworld, as it is only for those who have unfinished business, and that once they arrive, it's very hard to leave. Neal warns Emma not to go, but she refuses to listen to his advice. As Emma, Gold, Mary Margaret, David, Henry, Regina, and Robin Hood arrive in the Underworld in their quest to find Hook, the ensemble comes across a brimstone-hued version of Storybrooke. Gold tells them that every soul with unfinished business lives here until it is fulfilled, and since they have arrived that means they are ready to finish it as they were responsible, as Emma sees Cruella's car that served as an example.
As they split up Regina and Robin are being followed by a resident (the person that Regina choked back in the Enchanted Forest), who leads them to Cora, who is the mayor of the Underworld Storybrooke. Cora offers Regina a way out, telling her she has one hour to leave on the ferry with Henry and Robin. She threatens to send Regina's father to a worse place if Regina does not comply and uses her messenger as an example. Around the same time, Mary Margaret enters a Underworld version of Granny's and is recognized by the Blind Witch by her smell, and is then encountered by David wearing different clothes and proceeds to kiss her, as she realizes it's James, who is the "Sheriff" in this world. Gold goes to the Underworld version of his pawn shop and encounters his father Malcolm, whose soul must live as Peter Pan. Knowing already what Gold wants, Pan is willing to make a deal with no strings attached. However, he urges Gold to leave the Underworld, telling him that the others aren't his real friends, but Gold ignores his plea, accepting some sort of potion. Pan ominously adds that he himself would be able to leave, if only he could trade places with a living soul. As everyone meets up again, Regina tells the others about Cora's warning, while Gold gives Emma the potion he obtained, which is from DunBroch, and can be used to summon the dead by pouring it over someone's grave. Gold explains it can be used to summon Hook and ask him where he is, but will not join them as he has decided that he is returning to Storybrooke.
The group travels to the site of Hook's grave (everyone in the underworld has a grave site) and Emma pours the potion on the ground but lacks the power to bring him back, although they get a glimpse of a injured Hook before the potion wears off. Regina uses the potion and finds the soul of her father Prince Henry. When Prince Henry tells Regina she has come too far to betray her friends now and tells her she must stay. Regina races to he banishment site with her son, Henry as Cora attempts to banish Regina's father. However, since Regina has chosen to stay, remain a hero, and is no longer under the influence of her mother, Prince Henry's unfinished business is resolved. With his soul at peace, he is accepted into "a better place," and departs the Underworld after saying goodbye to Regina and Henry, who meets his namesake for the first time. The heroes realize they could potentially rescue all the souls here, and continue their quest to find Hook with this in mind. Cora meets with the ruler of the Underworld, Hades, who wishes the heroes gone (the clock on the broken tower will tick once a issue with a soul is resolved), and punishes Cora for her failure with an eternity as a miller's daughter once again.
- Ginnifer Goodwin as Mary Margaret Blanchard/Snow White
- Jennifer Morrison as Emma Swan
- Lana Parrilla as Regina Mills/The Evil Queen
- Josh Dallas as David Nolan/Prince Charming
- Emilie de Ravin as Belle French
- Colin O'Donoghue as Hook
- Jared S. Gilmore as Henry Mills
- Rebecca Mader as Zelena (absent)
- Sean Maguire as Robin Hood
- Robert Carlyle as Mr. Gold
- Robbie Kay (credited in this episode as Robbie A. Kay) as Peter Pan
- Emma Caulfield as the Blind Witch
- Barbara Hershey as Cora
- Tony Perez as Prince Henry
- Giancarlo Esposito as Magic Mirror
- Lee Arenberg as Grumpy
- David-Paul Grove as Doc
- Gabe Khouth as Sneezy
- Faustino Di Bauda as Sleepy
- Michael Coleman as Happy
- Mig Macario as Bashful
- Jeffrey Kaiser as Dopey
- Steven Roberts as Blacktooth
- Stefano Giulianetti as Jester
- Jesse Blue as Black Knight
- Julia Tortolano as Blueberry Pie Gal
- Michael Raymond-James as Neal Cassidy
- Greg Germann as Hades