The people of Storybrooke realize who they really are... and set out to confront Regina, who they believe is responsible. Meanwhile, in the fairytale world, Prince Phillip and Mulan rescue Aurora from her sleeping curse, but a mysterious wraith stalks Phillip and he may be forced to make the ultimate sacrifice.
While Regina goes to Gold to get her magic back, the townspeople turn to David after they discover that no one can leave the town without paying the ultimate price. However, David is busy trying to find his missing wife and daughter. Meanwhile, in the fairytale world Regina tries to escape her mother's clutches and must turn to Rumpelstiltskin for help.
Emma and Mary Margaret meet with Lancelot, leader of the survivors, and seek out the wardrobe so they can return to Storyrbooke. Meanwhile, Henry tries to reunite Jefferson with his daughter and asks David for the chance to help find his mother and grandmother. In the fairytale world, King George curses Snow and sends his men to hug James.
In the real world, Belle decides to leave Gold when she realizes that he isn't being honest with her. However, someone else from her past threatens her future. Meanwhile, in the fairytale world, Rumplestiltskin discovers that his wife Milah isn't dead as he believed and goes to confront the pirate captain that took her.
In the real world, Regina tries to give up magic but her resolve is challenged when she discovers that Dr. Whale is performing experiments on Regina's dead fiance. Meanwhile, in the Enchanted Forest Emma and the others meet Hook, while in the fairytale world Jefferson finds an ally to help Regina bring back her dead lover, Daniel.
Mary Margaret and Hook scale the beanstalk to recover the compass from the Giant. As she climbs, Emma remembers the one time that she fell in love and was abandoned... unaware of the whole story of what happened.
When one of the townspeople turns up dead, suspicion falls on Ruby, who has faced her first full moon since the curse broke. David defends his friend but DA Spenser seeks revenge on David and tries to exploit the situation. Meanwhile, in the fairy tale world, Red discovers that her mother is still alive and can teach her how to embrace her wolf nature.
In the Enchanted Forest, Emma and Mary Margaret attempt to find a way to contact Henry, while Hook makes a deal with Cora. Meanwhile, in the real world David realizes that he has to enter the netherworld and make contact with his wife so that he can tell her how to defeat Cora.
While David lies in a coma, Gold and Regina plan to make sure that no one comes to Storybrooke through the portal. Meanwhile, Emma and Mary Margaret race Cora and Hook to the portal, and in the land that was, Regina makes a startling revelation to her mother.
Regina tries to show the people of Storybrooke that she has changed, but things go awry when she's accused of hug. In the fairytale world, Snow and James must decide what to do with the Evil Queen.
Gold finds someone to use as an experiment to see if he can cross the borders of Storybrooke without losing his memory. Meanwhile, Mary Margaret and David have a difference of opinion, and Belle confronts Hook. In the fairytale world, Belle sets out on a quest with Mulan to defeat a terrible beast.
While the townspeople decide whether to let the outsider live or die following his car crash, Dr. Whale suffers a crisis of confidence. As he flees into the night, he remembers what happened to him in his original life and his failed attempts to bring his brother Gerhardt back to life. Meanwhile, Cora reaches out to Regina and Gold reaches out to an amnesiac Belle.
Hook takes David and Mary Margaret to his ship and reveals Cora's secret weapon: Anton the Giant. When they free him, he mistakes David for James, the man who betrayed him in the Enchanted Forest, and goes on a rampage. Meanwhile, Emma takes Henry and Gold out of Storybrooke, and in the fairy tale world, Anton has his first encounter with humans... including one named Jack.
In New York, Emma confronts Gold's son Bae, only to discover that he is her ex-lover, Neal. Meanwhile, in Storybrooke, Hook helps Cora and Regina locate Rumplestiltskin's dagger. And in the fairytale world, Rumplestiltskin goes off to war and receives a cryptic warning from a blind seer.
In the fairy tale world, Snow's mother Queen Eva lies dying and the girl must make an impossible choice. Meanwhile, in the real world, Hook travels to New York to hug Gold, and David and Mary Margaret try to stop Cora and Regina from obtaining the Dark One's dagger.
Emma, Neal, and Henry bring Gold back to Storybrooke to find a cure for Hook's poison, and Regina and Cora prepare to hug the pawnbroker and take his power. Meanwhile, in the fairy tale world, a miller's daughter named Cora unwisely boasts to a king that she can spin straw into gold. When he challenges her to do so, Rumplestiltskin comes to her aid... for a price.
Gold is forced to intervene when Regina comes up with a way to get revenge on Mary Margaret and bring Henry back into her life. Meanwhile, 28 years ago, Regina wakes up in Storybrooke, the town created by her curse, but soon discovers two outsiders that could pose a threat to her plans.
Mary Margaret goes off on her own to come to grips with her role in Cora's death, and meets August... who has transformed back into wood. Meanwhile, Neal introduces Tamara to Henry and Emma, and then decides to tell her the truth about his life. Meanwhile, two years earlier, August is in Hong Kong trying to find a cure for his condition and has an unexpected encounter.
When Regina gives Belle the memories that she was originally supposed to have because of the curse, Gold asks David for advice in how to reach his love's true feelings. Meanwhile, Regina learns of Anton and his field of magic beans. In the fairytale world, Belle release a thief that tried to steal from Rumplestiltskin, and the Dark One forces her to accompany him on his hunt for the man.
Regina comes up with a plan to use a failsafe built into her curse to destroy Storybrooke and its residents while she and Henry escape to the Enchanted Forest. When Henry rejects her, Regina turns to Hook... who has allies of his own. Meanwhile, in the fairytale world, Regina has Rumpelstiltskin disguise her as a peasant so that she can find the renegade Snow and hug her.
When Regina disappears, Emma, Mary Margaret, and David search for her and discover that the magic portal beans have disappeared as well. Meanwhile, Lacey's attraction for Gold grows when she learns that he can do magic. In the past, Bae arrives in 19th century London and is taken in by the Darling family, and befriends their daughter Wendy.
While Regina tries to delay the end of Storybrooke after Greg and Tamara set off the failsafe, David and Hook race to get the magic beans and create a portal so the townspeople can evacuate. Meanwhile, decades ago in Neverland, Hook takes Bae under his wing and must decide whether to give him up to the Lost Ones or not.