Click goes the clock as it turns 2:38 AM in Storybrooke as Mary Margaret is sound asleep in her bed. Turning around, she calls for her husband, but silence is her only answer. Baby Neal cries in the other room, however, providing a nice distraction until a familiar horned figure shows up. “What a lovely child,” she says, surprising Mary. In shock, she turns around to see Maleficent, Cruella, and Ursula, the evil queens, surrounding her. What they are doing there, we will soon find out, but suddenly, Neal is in the arms of Maleficent. Worried for her family, Mary pleads that they don’t hurt her family. “When I’m finished, you won’t have a family left to hurt,” replies Maleficent.

Suddenly, the clock strikes 2:38 AM, revealing that Mary had a terrible nightmare. After realizing that David wasn’t laying next to her, she panics, fearing that her dream may have come to pass. That wasn’t the case as both her husband and child were safe and sound. The both of them discuss their lack of sleep which turns out to be their fear of the three queens.
“David, she said she would make us pay for what we did.”
“Well, it’s a good thing she’s no longer around.”
“The other two are, and they know. This can’t be a coincidence.”
“It doesn’t matter. None of that matters. All that does is that we kick them the hell out of this town before anyone else learns what we did.”

In a flashback a long time ago, Snow and Charming are on their horses, galloping their way back from their honeymoon where she was worried about what Regina would do. In the midst of their conversation, Snow notices that Sleepy is well, fast asleep on guard duty. There is more to what meets the eye as Charming notices yet another guard fast asleep nearby making his wife realize that their kingdom was under a sleeping curse. Drawing his sword, the newlyweds charge into their home to find many more asleep. Believing this was yet another Regina problem, they call her out, but it wasn’t who they thought it would be. “No one’s hiding,” says a mysterious horned figure. She wasn’t alone: accompanying her was a black-and-white haired beauty, and a powerful sea witch.
“Relax, dear prince. We’re not here to fight. We’re here to make a deal.”

Eyeing each other nervously, Mary takes a sip from her mug at Granny’s as Cruella and Ursula await their order from a grudging Granny.  “Uh, darling. How much longer for those drinks?” Cruella asks, with Granny’s response being a glare. A customer enters asking for ‘the usual’, and Granny is more than happy to serve him leaving the duo to realize that the owner clearly doesn’t like their presence. “You know, if that old bag still wolfed out, I’d turn her into a coat for my collection.” Soon after, Regina and her son enter the quaint café; the two quickly ask her to ‘encourage’ Granny in taking their order. Additionally, they bring up the former evil queen’s sins, leaving the mayor uncomfortable. Regina asks Henry to head back to the office to work on the book. “Sure,” responds Henry, “make sure to get chocolate frosted doughnuts, not chocolate doughnuts, okay?” After he left, Regina threatens to kick the pair out if they continue to bring former events up in front of her son. “Come on,” says Ursula to her partner in crime, “let’s take our business elsewhere.” Quick to take action, Mary and David take the opportunity to discuss with the mayor on what to do with their latest crisis. Regina, on the other hand, feels that Ursula and Cruella can’t ‘magic their way out of a paper bag’, and that they’re here to receive a second chance. The two still protest, but Regina tells them it’s not her duty; it’s a job for the sheriff’s department.

Killigan and Emma were making their way towards the café until they bumped into Cruella and Ursula, with the latter exchanging greetings with the pirate. David soon leaves the café to see the couple, and he tells his daughter that she has to get back to work to investigate a certain two.

Sashaying in Gold’s Shop, the evil queens have a ‘friendly’ chat with the new owner of the shop, Belle. Not happy to see them, she threatens to turn them into toads if they dare try anything. This proves to be fruitless as Cruella distracts her with small talk, leaving the sea witch to use her tentacles to reach for a mysterious box in the back room.

In a tunnel underneath the library, Gold receives a confirming text message from the two. “Won’t be long now, Maleficent, my dear. Your slumber is nearly over.”

Flipping the page of a storybook, Henry looks up to see Regina bring him chocolate frosted doughnuts, bringing a smile on his face. After letting his mother know that he hasn’t found any clues yet, he firmly believes that he’ll find one somehow. He then asks if his mother was okay since she met up with the evil queens earlier. “Well…I suppose that’s because they remind me of a time in my life I’d rather forget. A time when I was a true villain. It makes me doubt if my happy ending’s even possible.” Henry tries to reassure her, but she feels like it won’t be the same kind of happiness she had when she was with Robin and his son. “I wanna get back to that.” After some more reassurance from her son, she wipes of some crumbs falling into the book. Noticing the odd texture of the paper, Henry tells her that the paper is different since Pinocchio added it to let Emma know of his role in her life. The son-and-mother duo reach a conclusion: they plan on talking with Pinocchio to find out if there’s anything they don’t know about the storybook.

“I get that you’re not a fan of Ursula and Cruella,” Emma says to her father as they watch from her sheriff’s car, “but am I missing something?” She continues to press David for more answers, but only receives vague, short answers. When it appeared that he was going to let her in on some more. possibly vague, details, both Cruella and Ursula step out of the antique’s shop, and drive off.

Charming paces around  the round table in their castle, as Maleficent lets the couple know that the threat Regina made at their wedding is very real. “It’s THE dark curse,” Cruella adds, “and it makes that poison apple thing she did to you look like child’s play.” As the meeting unfolds, it’s revealed that the three evil queens want to save themselves from the darkest of curses, so they enlisted the help of ‘two of the most valiant heroes’ to attain knowledge from the Tree of Wisdom.

Back in Emma’s sheriff car, she notifies her dad that a box is missing from the back, causing him to turn on the sirens. “Is there a problem, sheriff chiseled chin?” Cruella asks. He tells them to get out of the car, however, he only finds several bunches of crunched up paper until he finds a secret compartment on the passenger’s seat. Inside was the wooden box containing a relic of Maleficent’s. Worried about his secret coming to light, he lets the evil duo go. “It would be nice if at least one of the Charmings lived to their family name,” the sea itch retorted as they head back towards Cruella’s vehicle. Emma decides to watch some security tapes of the antique’s shop, but her dad has other plans; he asks her to drop him off at the loft. Still concerned, Emma asks him if there’s anything wrong, but he quickly assures her that everything’s fine.

Back at the loft, David tells his wife that he believes that the two queens are trying to resurrect their missing third member. The two plan to dump the horned witch’s remains in the harbor in hopes that their secret will disappear along with her.

In a flashback, Charming talks to some guards so that they may access to a bridge, but unfortunately not. “You’d think traveling with Snow White and Prince Charming would open some doors,” Cruella scoffs. “Do they know who you are?” Snow tells her that they can’t cross the bridge is due to their reputation. As they exchanged a few more words, Maleficent slips away, turning into the dragon we are all familiar with. Burning down the human blockade, she’s created an opening on the bridge for them.
“You should’ve given us another chance to talk to them!”
“Talk, talk, talk. You weren’t willing to do what was needed. I was.”
“Oh well done, darling.”
“I’m sorry. Is there a problem? I didn’t think so.”

Clacking on some buttons on the keyboard, Emma waits for something to load on an ancient computer at her office. Luckily, Killigan brings an edible distraction: grilled cheese and onion rings. Her happy mood shortly comes to an end when he doesn’t want to talk about a certain sea witch. Fortunately, her video footage finishes downloading, and she proceeds to watch it as her boyfriend leaves.

Somewhere in the town, David and Mary were packing supplies in order to unearth an enemy buried underneath the small town. Before they left to conduct their little excursion, their daughter arrives to show them proof that the two evil queens did indeed steal a box from Gold’s store. “Well, let’s not jump the gun,” says her father. In disbelief, Emma is confused on her parents’ actions, from being zealous to seemingly not care at all. They eventually convince her that they’re merely taking a hike.

A young Pinocchio examines the storybook at Regina’s office, but he doesn’t seem to recall anything. Emma shortly arrives since the mayor thought that she can jog his memory. “I know that everyone wants me to remember,” the young boy starts, “but…I just don’t.” Regina grows frustrated to the point where she yells at the kid. Emma decides it’s best to take a break, and she takes Pinocchio and Henry out. Marco, Pinocchio’s father becomes angry at the mayor.
“Has it ever occurred to you that maybe this, uh, quest of yours is ill-fated? After ruining everyone else’s happy ending, what makes you think you deserve one of your own?”
“Oh, I can ask you the same question, toy maker, considering you lied about the wardrobe so you could send Pinocchio to this world.”
“I wouldn’t have needed to if it wasn’t for your curse! I had to save him! You stay away from my boy.”

Down in the dwarves’ mines, David and Mary continue looking for the horned witch’s remains, both feeling guilty for constantly lying to their only daughter.

In a flashback, Maleficent heads over to the Charmings’ tent to wake them up. Unfortunately, they weren’t inside. While she sends a flare up into the sky, the royal couple approaches the Tree of Wisdom to find an answer to their problem. After placing their hands on a handprint crevice on some rocks, the tree glows a soft yellow until it suddenly changes to red, blasting them away. The triad arrives and the leader tells them that she thinks that they aren’t as valiant as she thought.

Back to the royal couple’s ‘hike’, they come upon the witch’s ashes. Just as they finally believed they halted Cruella and Ursula’s plans, they were dead wrong; Ursula knocks them out with her tentacle-whip.

Marco was smoothing away some of the more rougher portions of a chai until Regina stops by to apologize for actions earlier that day. Just before she heads off, he gives her some of his son’s things from when he was older. “Good luck.”

Once more, we find ourselves back to a clearly knocked out David and Mary. Instead of Cruella and Ursula, Gold is there as well. He asks the two if Belle spoke of him, but they claim otherwise. He hands them a knife, and leaves the cavern, “You know what you must do.”

Back to their first encounter, the triad confronts them as to why the tree didn’t answer their question. Maleficent then realizes that Snow’s child could be the most darkest of villains, and they leave in search of another way to avoid Regina’s curse.

In the cavern, Cruella uses Gold’s knife to slit the couple’s hands, dropping their blood on the ashes. Those very ashes soon turned into a very familiar face: “It’s good to be back.” As the reunion continues on, it turns out that the witch doesn’t care much about the secret the couple were desperately trying to hide. Rather, she wanted to see Mary continuously suffer. Right after they left, both David and Mary decide to tell their daughter the whole truth.

Back at Emma’s office, she confronts Killigan on his past with Ursula; she understands and respects that he would rather not talk about it, but she is displeased with the fact that he tried to hide it from her. Despite that, she still has a lot of faith in him. She then talks about how she felt like her parents were lying to her for the first time just as her parents were about to tell her the truth. They soon stopped in their tracks as her intimate conversation with her boyfriend continued along, feeling even more guiltier than before. Before they were going to kiss, Mary accidentally revealed that they were there, surprising Emma. David tells her that Ursula and Cruella resurrected Maleficent.

Tossing in an even fancier bed, Snow tosses around some more when she sees Maleficent standing at the foot of her bed. Freaking out, she attempts to wake her husband, but the witch cast a sleeping spell on him. Maleficent reveals to her why she came to visit her: she, too was with child. She hoped that if Snow would team up with her, they can find a way to defeat Regina to save their children. Snow refuses right away; she didn’t want to have to stoop as low as her to ensure the safety of their child.

Somewhere on the outskirts of Storybrooke, Mary meets up with the mayor even though it was raining to give her the latest update of Maleficent’s arrival. Additionally, she wants her to go undercover since she used to be one of them to find out what their plans are. Regina, on the other hands, suspects that there is a reason why Mary would go out of her way to ask her that. Mary opens up on her secret, and she wants her to keep it a secret even though she wasn’t able to do that for her.
“What is it?”
“Emma was born with the potential for great darkness.”
“She’s the savior. A hero. Her magic’s as light as it can get.”
“Because David and I went to extraordinary lengths to make sure it was.”
“If you ensured her goodness, why can’t you tell her?”
“The same reason you don’t want Henry to hear about all the terrible things you did in your past. You wanna protect him…so he doesn’t lose faith in the person you’ve become…the person he always believed you could be. That’s why Emma can never find out what I’m about to tell you. She’s finally starting to open up her heart, and if she learns the truth, if we let her down, she’ll lose faith in us, and it could send her tumbling down a dark path. Because when you betray the people you love, when you make them see the worst parts of you, what you’ve done changes everything. There’s no going back. You’ve shattered the bonds you worked so hard to forge, and the stronger those bonds once were…the more difficult they are to put back together, if they can be repaired at all.”
Regina still doesn’t understand, so Mary reveals that she and David were responsible for the loss of Maleficent’s child.

In addition, as Mary was talking, Henry found a page of a door, Belle most certainly did move on as Gold watched from afar, and the remnant that David found in Cruella’s car was the top part of a rattle.

Be sure to stay on the lookout for yet another recap of Once Upon A Time!

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