"Previously on "once upon a time"..." "We're back, darling." "Now we begin our task." "Our team is one member short." "Maleficent." "But she's dead." "Not entirely." "It's time to reunite the band." "[ click ] [ crickets chirping ]" "Mm. [ groans ]" "David?" "David?" "[ neal crying ]" "Neal?" "[ whispers ] hey." "Ohh." "[ neal fussing ]" "Hi, buddy." "I gotcha." "[ cries ] [ sighs ] [ exhales deeply ] [ whispers ] hey." "[ wood creaking ]" "What a lovely child." "Stay the hell away from my son." "We're not the ones you should fear." "Something far worse than us looms over his head." "The truth of what you did to me." "[ whoosh ] [ gasps ] [ voice breaks ] please don't hurt my family." "When i'm finished, you won't have a family left to hurt." "[ click ] [ inhales sharply ] [ sighs deeply ] [ crickets chirping ] [ groans ]" "[ whispers ] david?" "[ sighs deeply ]" "Oh." "David?" "Hey." "I'm right here." "Well, you haven't slept a wink, have you?" "No, it's hard with ursula and cruella just down the street." "Tell me about it." "[ whispers ] i just had the worst nightmare." "You were gone." "I went to check on neal and those two surrounding him... [ whispers ] only... [ inhales deeply ] maleficent was there, too." "[ sighs ] of course she was." "David, she said she would make us pay for what she did." "Well, it's a good thing she's no longer around." "The other two are." "And they know." "[ exhales sharply ] 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." "¶¶¶" "Charming: [ grunts ]" "[ horse whinnies ]" "Should i be worried you're this excited" "For our honeymoon to be over?" "[ sighs deeply ]" "Look, the summer palace was wonderful," "But it's time to face reality." "The queen is still out there." "[ horse blusters ]" "We have to figure out a way to deal with it." "And we will." "Whatever she throws at us, we'll find a way to overcome it." "[ horse blusters ] i thought i told the dwarves not to put sleepy on guard duty." "[ horses bluster ]" "Snow, it's not just sleepy." "A sleeping curse." "[ blade zings ]" "Regina." "Regina!" "Show yourself!" "No one's hiding." "[ blade zings ]" "Maleficent." "I was afraid you wouldn't recognize me." "Have you met my associates cruella and ursula?" "What do you want with us?" "Relax, dear prince." "We're not here to fight." "We're here to make a deal." "¶¶¶" "[ indistinct conversations ]" "Uh, darling," "How much longer for those drinks?" "Woman:" "I'll be right back." "¶¶¶ [ door bell jingles ]" "Hello, mum." "Usual, please." "Ah." "You betcha." "Cheers." "You know, if that old bag still wolfed out," "I'd turn her into a coat for my collection." "[ door bell jingles ]" "Ursula:" "Regina!" "We could use a heart rip over here." "Granny needs a little encouragement" "In taking our order." "Yes, a very effective tactic." "Didn't you once rip out the heart" "Of every villager in the north woods?" "Or was it the south?" "Uh, why don't you head to my office," "Get started on the book?" "Sure." "Make sure to get chocolate frosted doughnuts," "Not chocolate doughnuts, okay?" "Mm-hmm." "[ door bell jingles ]" "Let me be clear, ladies." "If you bring up my former sins around my son again," "You'll find yourselves across that town line" "Faster than you can say "costume jewelry."" "These are blood diamonds, i'll have you know." "Come on, let's take our business elsewhere." "[ door bell jingles ]" "David:" "So what's the plan here?" "To deal with our..." "Latest crisis." "Those two might be tactless morons, but..." "They couldn't magic their way out of a paper bag." "I wouldn't worry." "And they're here to seek redemption." "You don't actually believe that?" "If i didn't think it was a distinct possibility," "I wouldn't have let them in town in the first place." "Now that they're here, we have to be certain," "Which means keeping eyes on them 24/7." "Which sounds like a job for the sheriff's department." "I have bigger things to worry about." "[ huffs ]" "Hook." "You know her?" "Aye, luv." "I encountered many a vile creature on my voyages." "Emma." "[ sighs ] i'm glad you're here." "We have to go." "What?" "Now?" "We just came to meet you for lunch." "I've been dying for a grilled cheese all day." "It'll have to wait." "You're aware we have two new friends in town." "They're up to something." "If we hurry, we can pick up the trail." "Looks like duty calls." "[ door bell jingles ] [ door closes ] try anything," "And both of you will hop out of here as toads." "Well, hello to you, too, darling." "Nice place you got here." "Sure beats sweeping the castle." "Why are you here?" "Have you come to kidnap me again?" "Oh, did we do that?" "Oh, they all blur together." "No, we've come to offer you our congratulations" "In defeating the dark one." "I mean, who would've thought it?" "A simple chambermaid takes down" "The most powerful sorcerer in the land." "You did... [ inhales deeply ] quite a number on him, darling." "So you've..." "Seen him?" "Cruella:" "Yes, he's a mess, darling." "A bum." "Reduced to his old cowardly self." "Ursula:" "It makes sense, really, why he was so terrified" "Of losing his magic." "Tell me," "Is there not a part of you reveling in all of this?" "No!" "I would never take comfort in his suffering." "Now do you intend to buy something?" "Or did you just come here to be cruel?" "Well, as a matter of fact," "I was hoping you'd have a..." "[ beeping ]" "Hood ornament for my vehicle." "Something with a little glitz." "I'll check the inventory." "[ cell phone beeps ] [ cell phone snaps shut ]" "Won't be long now, maleficent, my dear." "[ whooshing ]" "Your slumber is nearly over." "[ sighs ] [ footsteps approach ]" "Chocolate frosted doughnuts." "How are we doing?" "You find anything?" "Not yet." "But if the author left clues in the book" "Like mother superior said, we'll find them." "How about you, mom?" "How are you doing?" "I'm fine, henry." "You didn't seem fine when we ran into ursula and cruella." "Well..." "I suppose that's because they remind me" "Of a time in my life i'd rather forget." "Time when i was a true villain." "It makes me doubt if my happy ending's even possible." "You can't think like that." "I know, but sometimes i wonder" "If i'll ever be as happy as i was" "When it was just you, me, robin hood, and roland." "That feeling was, uh... [ whispering ] the closest i've ever been to happy." "I wanna get back to that." "You will, mom." "We're gonna find the author," "And when he rewrites your ending," "Everything will be the way you want it to be." "Careful, henry." "You're getting crumbs all over the book." "Mm." "[ whispers ] right." "That's strange." "This paper, it's..." "It's different than the rest." "That's because it's pinocchio's story." "Why would that story be any different from the others?" "Because august added it to the book." "He wanted emma to know he was pinocchio as a boy." "He wanted her to believe." "If august took the book apart," "He might know something about it that we don't." "Too bad he isn't around to ask." "[ whispers ] august might not be," "But pinocchio is." "[ sighs deeply ]" "I get that you're not a fan of ursula and cruella," "But am i missing something?" "Did you know them back in the enchanted forest?" "Your mother and i had some run-ins with them." "They weren't pretty." "And?" "And what?" "I just feel like you're leaving stuff out." "Are you?" "[ door bell jingles ]" "Wait." "Here they come." "[ engine starts ] [ tires peal ]" "Call belle." "I wanna know exactly what happened in that shop." "I don't understand." "Why did you come to us?" "That threat regina made at your wedding," "About ruining your happiness?" "It wasn't all bluster." "She has a way to make it happen." "How do you know?" "Because regina just stole the darkest of curses from me." "It's the dark curse," "And it makes that poison apple thing she did to you" "Look like child's play." "Ursula:" "It will punish all of the enchanted forest," "Including us." "So what are you suggesting," "That we storm the evil queen's castle together?" "Ohh." "If only your wits matched your looks." "There is a magical tree deep within the forest." "The fairies call it the tree of wisdom." "It will answer any question asked of it." "Including a query about how to defeat the queen and her curse." "So why don't you ask it yourselves?" "The tree's knowledge is protected." "Its wisdom can only be unlocked" "By two of the most valiant heroes." "Which is why you need us." "[ whoosh ]" "The map to its location." "We will escort you there," "For all of our safety." "This tree -- if what they say is true... [ whispering ] we'll be able to defeat the evil queen" "Once and for all." "[ whispering ] but can we trust them?" "They're almost as bad as regina." "If she really has a curse as dark as they say," "The entire kingdom is in danger." "What choice do we have?" "Belle said she checked the back." "She's pretty sure there's a wooden box missing." "What was inside it?" "She doesn't know." "Well, let's find out." "[ clicks switch, siren wailing ] [ groans ] [ siren continues wailing ]" "[ siren stops ]" "[ whirring ]" "Is there a problem, sheriff chiseled chin?" "Step out of the vehicle, please." "[ trunk closes ]" "[ thud, box clatters ]" "Emma:" "Anything?" "Car's clean." "Weird." "You think belle just misplaced that box?" "Who knows?" "But we can't arrest them for speculation." "Looks like you guys are off the hook." "Sorry." "It would be nice if at least one of the charmings" "Lived up to their family name." "Maybe we should go back to the sheriff's station," "Check out any security footage of gold's," "Make sure they didn't take anything." "Why don't you go ahead?" "I wanna check on your mother." "Mind dropping me at the loft on the way back?" "Dad..." "Are you sure everything's okay?" "Emma, of course." "[ chuckles ] let's go." "[ car door closes ]" "You found that in cruella's car?" "David, that belonged to maleficent," "You know how much that meant to her." "I do." "And i can only think of one reason" "Why those two witches would wanna steal a totem of hers " "A spell." "A spell to resurrect her." "Is that even possible?" "You know, it doesn't matter" "What their dark magic can or can't do." "Now that we have this, it's not even an option." "But what if they discover it's missing?" "Won't they just find something else?" "Then we take the one thing" "That cruella and ursula can't do without " "Maleficent's remains." "Under the library." "That's right." "We find them, we dump them in the harbor," "Then she's gone forever." "And once ursula and cruella realize that," "Maybe they'll leave town, too." "And hopefully they'll take our secret with them." "Well, are they going to let us cross or not?" "Unfortunately not." "[ cruella scoffs ]" "You'd think traveling with snow white and prince charming" "Would open some doors." "Do they know who you are?" "Yes, and they also know who you are," "So now we're just going to have to find another route" "To the tree of wisdom." "If we walk south, we can circumvent the ravine." "That will set us back two days." "Perhaps you should show those guards" "Just how skilled you are with your blade." "Now those men are just trying to do their duty." "And frankly, i would do exactly the same." "Where's maleficent?" "[ low rumbling ]" "[ roars ] [ growls ]" "[ growls ] [ shrieks ] [ men shout indistinctly ] [ growls ] [ roars ] [ men screaming ]" "Come on!" "[ growls ]" "No!" "I don't believe that detour will be necessary." "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." "Cruella:" "Oh, well done, darling." "I'm sorry." "Is there a problem?" "I didn't think so." "[ footsteps approach ] [ paper bag rustling ]" "Grilled cheese," "Just the way you like it." "Fries?" "Onion rings." "Mmm, good." "I was just testing you." "What's this?" "A.T.M. Security footage." "We're trying to figure out" "If ursula and cruella stole something from gold's shop." "Hmm." "Oh!" "By the way," "I never got the chance to ask you" "How exactly you knew ursula." "I already told you, luv." "She's just one of the many sea monsters" "Who crossed my path in my pirating days." "What exactly does that mean?" "Honestly, i don't recall." "Unh-unh." "Swan, that's all there is to know." "You're holding something back." "I don't know what else to say." "Neither do i." "[ alert dings ]" "Well, i should get back to it." "Enjoy your witch hunt." "[ metallic thud ] [ ropes thud ]" "Good. [ sighs ]" "That'll do." "[ flashlight clatters ]" "We can get to the cavern through the mines." "Hey!" "Where you guys headed?" "Emma." "What are you doing here?" "I found something on those women." "Look." "Looks like belle was right." "I think that's the box that's missing." "It's enough to drag them into the station, at least." "Well, let's not jump the gun." "We don't even know what that is." "Wait." "What?" "Two hours ago, you guys were so amped up about these divas," "You didn't even let me eat lunch," "And now you're g-- going for a hike." "We got ashley to babysit neal." "So..." "Now the crisis doesn't matter." "What the hell is going on today?" "Emma, your mother and i realized that we needed" "To take a step back from our crusade." "The truth is, we've been going about this all wrong." "When we knew those women back in he enchanted forest," "They were villains." "And ever since they set foot in this town," "That is exactly how we've treated them." "Yeah, we chose to see the worst in them." "But, emma, if they're gonna have a shot at redeeming themselves," "We have to choose to see the best." "You guys are seriously going for a hike?" "I know it might be hard to believe" "That we've backed off ursula and cruella," "But your mother and i think it's the right thing to do." "Well..." "If you need me, i will..." "Be at the station." "David, is this really the right thing to do?" "It's the only way to make sure emma doesn't find out the truth." "Is anything coming back to you, pinocchio?" "Maybe if you look at the pages again." "[ exhales deeply ] where the hell have you been?" "On witch watch." "I was on the way to the station when i got your call." "How's it going here?" "It's not." "He can't remember anything." "But since you and august spent so much time together," "I thought seeing you would..." "[ whispers ] jog his memory." "Yeah." "I guess i could give it a shot." "Hey." "Come here." "You remember me, right?" "You're emma, the sheriff." "But you know that back when you were..." "O-older..." "We were friends." "You were a really smart grown-up." "So smart you knew how to take that entire thing apart" "And add a story to it." "And then you put it all back together." "Do you remember doing that?" "Or anything else about the book?" "I know everybody wants me to remember," "But..." "I just don't." "You went to phuket." "You rode a motorcycle." "You wore leather and didn't shave!" "Regina." "No, he's not trying hard enough." "All you need to do is concentrate and think!" "Or is that head of yours still made out of wood?" "Marco:" "Whoa, stop!" "Mom." "I won't have you speak that way to my boy." "Maybe what your boy needs is some motivation." "Okay, regina, that's enough." "Let's go down to the vending machine" "And get a snack." "Henry, come on." "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." "[ door opens ]" "Mary margaret:" "Should we really do this?" "Yeah, stealing the remnants of a dead sorceress" "Wasn't exactly high on my bucket list either." "No, the lying part." "Ursula and cruella haven't been in town for two days," "And we've already lied to emma" "More times than i can even count." "[ whispers ] when does it stop?" "It stops when we get rid of maleficent's ashes" "And those witches are gone." "Snow, charming, beauty sleep's over." "[ fabric rustles ]" "There it is." "[ birds chirping ]" "The tree of wisdom." "What now?" "I'm guessing this is how we get the answers we need." "Ready?" "How can we stop the evil queen's curse?" "[ humming ]" "[ vibrating ]" "[ both grunt ] [ groans ]" "Why didn't it answer our question?" "Those witches had to have lied." "Do you think it's a trap?" "It's not a trap, my dear," "And we didn't lie about anything." "[ blades zing ]" "Perhaps you two aren't as valiant as we thought." "David." "[ whispers ] there it it." "Maleficent's ashes." "[ gasps ]" "We did it." "We stopped them." "Ursula:" "Not exactly." "Uhh!" "Aah!" "[ scratching ] [ scratching stops ]" "Oh, i thought i made it clear." "I don't want you near my boy." "I didn't come here to talk to pinocchio." "I..." "I came to speak to you." "If you want information about the book," "August never told me nothing." "Will you shut up and just let me finish?" "I'm trying to apologize." "Well, go on." "You're off to an interesting start." "Look, if someone talked to henry the way i spoke to your boy... [ scratching resumes ] i would've done a lot worse than yell at them." "I know i was out of line." "It's just, every time i seem to make progress" "Towards my happy ending," "I hit another dead end." "But i know i'll never find it if i revert to my old ways." "So..." "I'm sorry." "Wait." "After the blur fairy turned august back into a boy," "I kept everything he brought to town," "Just in case he remembered the man he used to be." "Perhaps, uh, something i here" "Will help you find what you are looking for." "If my boy can't help you with this," "Perhaps yours can." "Good luck. [ sniffles ]" "I trust they don't suspect my hand in all this." "They had no reason to." "And belle?" "Did she have any suspicions while you were in my shop?" "You mean, did she ask about you?" "She didn't even mention your name, darling." "I'd say she's moved on." "[ click ]" "You know what you must do." "Snow:" "We were fools to think we could work together." "Step aside and let us pass." "[ whoosh ] [ swords clatter ]" "No one's leaving until we figure out" "Why the tree didn't answer your question." "Perhaps we got the rules wrong, darling." "Maleficent:" "No." "The plan should've worked." "Unless there was some interference," "Unless the tree sensed... [ whoosh ]" "How did i not see it sooner?" "The sparkle in your eyes," "The glow of your snow white skin..." "You're positively radiant, my dear." "You don't know?" "You're carrying a child." "What?" "We are?" "That's why the tree of wisdom knocked you back." "[ whispers ] we're going to be parents." "What does all this have to do with the tree?" "Why would our child prevent us from getting an answer?" "You may be heroes," "But that doesn't mean your child will be." "Careful, witch." "Your child is the product of true love," "Which means it could grow to be a powerful hero" "Capable of great good." "But with the potential for that good" "Also comes something else." "What?" "The potential for great darkness." "Your child might turn out to be" "Just like us." "You mean a..." "A villain." "Darker than any this realm has ever seen." "Come, ladies." "Seems we'll have to find another way" "To evade regina's dark curse." "Can i choke them first?" "My tentacles are bored." "I have a feeling" "They have plenty of suffering in their future." "Let's go." "[ slices ] [ gasps ] ah!" "[ slices ] [ gasps and groans ] [ sizzling ]" "What the hell did you do?" "The dark magic we're using to raise maleficent" "Doesn't require some silly little trinket from gold's shop." "No, that was just a ruse to get you down here." "We need something with a little more kick." "Ursula:" "The blood from the people who wronged her most." "[ ground rumbling ] [ wind whistling ] we're too late." "[ growls ] [ shrieks ]" "[ roars ] [ growls ]" "[ wind whistling ] [ inhales sharply ] [ exhales deeply ]" "It's good to be back." "Maleficent:" "Snow white and prince charming." "Maleficent..." "Whatever it is you think we did," "You don't know the whole story." "I know enough." "Patience, mal." "We have a plan." "You wanna hurt someone?" "Well, hurt me." "Leave david alone." "Hurt you?" "No." "That would be far too easy." "You're going to tell everyone what we did first." "I don't care about your secret." "You can keep it as long as you like." "I only care about one thing " "Your pain," "And that it be as long and terrible" "And unyielding as my own." "The pain you caused." "I forgot how much i missed her." "It's going to be entertaining." "I'm gonna revel in every torturous moment." "And you?" "You're gonna watch your world crumble." "See you soon, dears." "[ whispers ] this is all our fault." "If hadn't been so determined to keep our secret..." "If we'd just asked for help..." "You're right." "We can't keep lying." "We have to tell emma everything." "Well, swan, why did you summon me?" "Because i know there's something about your past with ursula" "You're not telling me." "And that's okay." "What's not okay is you lying to me about it." "Aye, luv, you're right." "I haven't been entirely forthright with you." "Truth is, i remember my history with ursula." "It was ugly." "Did you break her heart?" "Worse." "[ whispers ] look..." "Whatever you did, you're not that person anymore." "It's not gonna change anything between us." "That's quite a lot of faith you're putting on me, swan." "[ folder thuds ]" "I know, and there's a reason for it." "What's that?" "My parents." "I had this moment today where i doubted them." "They said they were going for a hike," "And i actually thought they were lying to me." "Were they?" "No." "Of course not." "My parents would never lie to me." "But the fact that i could think that they would," "It reminded me that i have this tendency to..." "Expect the worst of people." "In my childhood..." "People were always letting me down," "And i -- hey." "I don't intend to let you down." "I know." "And i know whatever happened with that sea witch... [ whispers ] you can tell me on your own time." "Because no matter what, i gonna do what... [ whispering ] my parents always do." "I'm gonna choose to see the best in you." "And i with you." "[ clears throat ]" "Uh, sorry." "We just..." "Didn't want to interrupt." "So you awkwardly stood there to watch?" "Next time, interrupt." "[ chuckles ]" "I'm afraid we have some bad news." "It turns cruella and ursula were up to something." "They resurrected maleficent." "The dragon that i slayed under the clock tower?" "Dragon?" "I thought she was some sort of mummified beast." "Well, whatever she was, she's back to her old self now." "And as long as she's in town, no one is safe." "I don't get it." "Why are these witches waging war against us?" "[ sighs ]" "Because they're villains," "And we're heroes." "[ inhales sharply ]" "Charming, wake up." "He won't, dear." "At least, not until morning." "W-what are you doing?" "Why are you here?" "Where are your friends?" "They don't know i'm paying you a visit." "There's a reason i came to you alone." "Why?" "Because you and i have something in common," "Something those two would never understand." "You and i are about to be mothers." "[ whispers ] you're pregnant?" "Now you get why we must stop this curse." "For our children." "If we work together, we will find a way to defeat regina." "[ sighs ]" "No." "What?" "Not with you." "Why not?" "Because of what you are." "If we succumb to darkness just to defeat this curse," "Our child will be doomed to that darkness as well." "You would risk the kingdom" "To ensure your child grows up a hero?" "Charming and i will win," "But we won't compromise who we are to do it." "I won't become like you." "[ thunderclap ]" "[ car door opens ]" "What's with all the cloak-and-dagger?" "Maleficent's back." "[ exhales sharply ] i should've known" "Fish sticks and pound puppy were here" "For more than a second chance." "They wanna destroy our happy endings." "All of them." "How do they hope to do that?" "That's where you come in." "We need to find out what they're planning." "We need to get someone close to them," "Someone they believe to be a villain." "We want you to go undercover with them" "And help us stop their plans." "And you think they're just going to" "Welcome me into their coven with open arms?" "Regina, you used to be one of them." "They think i'm a hero now." "They'll never believe i want in." "So find a way to make them believe." "What makes you so sure they're dead set on destroying us?" "Because of something david and i did a long time ago." "Regina, you once asked me to..." "Regina, you once asked me..." "[ whispers ] to keep a secret." "And i couldn't." "But i'm gonna ask you to keep one for me." "One emma can never learn." "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 gets." "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." "Mary margaret:" "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... [ whoosh ]" "The more difficult they are to put back together... [ rattles ]" "If they can be repaired at all." "I don't understand." "[ whispers ] because of us..." "Maleficent lost her child."