A disheveled looking Mr. Gold sits at a loom and spinning wheel weaving wool in a dark room. When a boy bursts in calling out, “Papa, papa! They’ve come for Moraine!” we realize this in not Mr. Gold but Rumpelstiltskin. He looks quite human and has a 13 year-old son, whose name is Baelfire. As he gets up to see what the commotion is about, he’s dressed in the meek clothes of a pauper and living in a crude hovel. Once outside he looks on as two knights pull a stoic 14 year-old girl, Moraine, away from her parents despite their protests. Hordor, the lead knight, tells them, “The Ogres-war took its toll this season. But more troops will turn the tide.” When the parents protest and the mom draws a knife on the knights, the Dark One, a mysterious figure in black, stops them, using magic that chokes them into submission. As the knights ride away with the girl, Baelfire knows they’ll come for him in a few days when he turns fourteen. Rumpelstiltskin holds his son and tries to calm him, “Shh. We’ll find a way.”

In Storybrooke, Emma enters Mr. Gold’s shop only to be overwhelmed by the putrid smell of Lanolin that he’s applying to some cloth strips. It’s been two weeks since Graham’s death and Mr. Gold lets Emma know that the town charter says that after two weeks of being acting sheriff the job could be hers. As she’s walking out Mr. Gold tries to give her some of Graham’s things. She doesn’t want anything but Mr. Gold persists. He gives Emma two walkies, telling her to use them to play with Henry because their time together is precious. Mr. Gold appears introspective and sincere, “That’s the thing with children – before you know it, you lose them.” Later at Henry’s Castle, Emma tries to give Henry the walkies but he’s morose over the death of Graham and doesn’t think it’s a good idea to take on his mom, Regina, anymore. Emma tries to be upbeat but he’s adamant that they stop. Henry says that his mom killed Graham because he was good and he’s afraid that because Emma is good Regina will kill her too. Despite Emma’s reassurances, Henry is not convinced and leaves.

Later, at the sheriff’s station Emma is about to pin on the sheriff’s badge when Regina walks in and tells her she won’t be sheriff after all. As mayor she’ll be appointing Sidney instead. To add salt to the wound, Regina then fires her as deputy.

At home, Emma assaults a toaster, it’s clear she’s upset at being fired by Regina. Mary Margaret tells her she didn’t think she was that into the job, Emma says “Maybe… Maybe I just want to beat her.” Mr. Gold stops by the apartment to offer Emma his help, but she’s resigned to losing to Regina. He tells her, “Ms. Swan, two people with a common goal can accomplish many things. Two people with a common enemy can accomplish even more. How would you like a benefactor?” Emma is doubtful but Mr. Gold convinces her that he can help when he produces the town charter and infers that the mayor is not a powerful as she seems.

In Fairy Tale Land, Rumpelstiltskin urgently rouses he son out of bed and tells him it’s time for them to make a run for it. On the road out of town they come across an Old Beggar who they show kindness to by giving him some bread. Baelfire feels guilty for running but Rumple tells him, “I can’t lose you, Bae. You’re all I have. You don’t know what the war is like. What they do to you.” As the pair flee, they are discovered on the road by Hordor and his men. When Hordor threatens to take Baelfire right then, Rumple begs to have his last few days with his son. To get those days Rumple is humiliated and forced to kiss Hordor’s boot, then kicked down to the ground. The Old Beggar catches up to Rumple and Baelfire and says they can help each other, “Feed me what you can and I’ll find a way to serve as your benefactor.”

Back in Storybrooke, at a news conference Regina is about to pin the sheriff’s badge on Sidney when Emma interrupts. She tells Regina that according to the town charter she doesn’t have the power to appoint someone to the position of sheriff. The town charter calls for an election and only allows the mayor to appoint a candidate. Emma says she’s running for sheriff, to which Regina quickly says Sidney will run against her. Off the two of them girding themselves for a helluva fight.

Later back at Rumple’s crude hovel, he’s distraught and laments that he cannot flee. The Old Beggar tells him to get a hold of himself and choose another path, “Everyone has a choice.” It’s exactly what Rumple/Mr. Gold tells people. The Old Beggar tells Rumple that Duke keeps the Dark One in thrall with a mystical dagger that has his true name on it. If he were to steal it he’d have that power and then his son would be safe. Rumple is afraid of controlling the Dark One. The Old Beggar says that instead of controlling the power maybe he needs to take it.

Back in Storybrooke, Regina pays a visit to Mr. Gold at his pawnshop and accuses him of finding the loophole in the town charter. Gold just smiles. Regina says he likes to trifle with technicalities. He tells Regina he likes subtlety, which he knows is not her style. Then when he implies he my know something about Graham’s death she gets defensive but doesn’t give in. Changing subjects Regina says he backed a loser for sheriff. Again Gold smiles, “Never underestimate someone who is acting for their child.” Regina balks at that and says Henry’s not Emma’s child, not legally. Gold, “No who’s trifling with technicalities?”

At Granny’s Diner, Emma finds Henry and takes a seat next to him. He shows her the front page of the paper that says Emma was in jail when he was born. Emma admits that it’s true. Henry says this is what he’s been trying to tell Emma; good can’t beat evil because good doesn’t do this kind of thing. His mom plays dirty and that’s why they can’t beat her. Emma says she’s got a new ally that’s going to help, Mr. Gold. Henry looks worried and tells her Mr. Gold is worse than his mom, “You already owe him one favor. You don’t want to owe him anymore. Don’t do this.”

Emma storms into Regina’s office holding up the paper with her mug shot on it. She tells Regina she doesn’t know how she got her juvenile records but it was abuse of power and illegal. Emma tells her that all her smear campaign does is hurt Henry. Regina says he’s fine. She tells Emma that she and Sidney can get into any legal issues at their debate. It’s the first time Emma’s heard about a debate. Regina then chastises her for getting into bed with Mr. Gold. When Regina opens a door to leave an explosion throws her and Emma to their backs. Emma tries to help an injured Regina, who says she can’t move as a fire rages in the doorway.

In Fairy Tale Land, Rumple tells his son Baelfire of his plan to take the Dark One’s powers from him by killing him with the magical dagger that controls him. He just needs to take it from the Duke’s castle first. When his son says he’s willing to fight, Rumple tells him it’s not a fight but sacrifice. Baelfire is hesitant at first but asks what his dad plans to do. Rumple smiles and tells him he plans to use the torches they are making to burn the wood floors and the rafters inside the castle.

Back in Storybrooke, Regina thinks Emma is going to leave her in the fire but Emma comes back with a fire extinguisher to save the mayor. As Emma pulls her out, the fire department and some townspeople are outside to see Emma as the hero for saving the mayor. She tells Henry this is how good wins and why they don’t have to fight dirty. Just then, in the debris, she notices the same cloth strips that Mr. Gold was applying Lanolin to earlier. Emma confronts him at his shop. He says that “if” he did it, it was only because she needs something big to win the election. Like being the hero at a fire. Emma won’t be a part of it. Mr. Gold tells her to think about what she’ll be walking away from if she exposes him and who’s she’ll disappoint, referring to Henry.

In Fairy Tale Land, we find Rumple and Baelfire setting fire to the outside of the castle. Rumple enters the burning castle and finds the magical dagger hidden behind a tapestry. He finds the true name of the Dark One on the blade, Zoso. Rumple takes it and runs.

Outside the Town Hall in Storybrooke, Mary Margaret is putting up “Emma for sheriff” flyers when she runs into David putting up flyers for Sidney. It’s a little awkward but they talk until the mention of his wife Kathryn sends her running off. Inside Emma looks at Henry as she laments to Mary Margaret that she can’t beat Regina. She also admits that she wants to do it for Henry because if she’s not the hero in his life, what is she? When Emma looks out into the crowd she spots Mr. Gold who just smiles.

Now we’re back in Fairy Tale Land, where Rumple is in the forest and sends Baelfire home. He then summons the Dark One by calling out the name on the blade, Zoso. He appears and catches Rumple off-guard. Zoso riles him up, in the familiar singsong Rumple voice, telling him to wield the power wisely, “You can wield any time now.” He presses further and goads Rumple by questioning whether or not Baelfire is his real son. When Zoso mockingly asks again what Rumple wants him to do, he knows he must save his son and says, “Die!” He stabs Zoso who falls to the ground. His lizard-like skin transforms and he turns into the Old Beggar. He looks at Rumple, smiles and laughs with an almost eerie relief. Zoso, “Looks like you made a deal you didn’t understand. I don’t think you’re gonna do that again.” He gives Rumple a warning that magic always has a price and now it’s his turn to pay. When Rumple asks why him, Zoso tells him, “I know how to recognize a desperate soul.” Once he takes his last breath, Rumple’s becomes the new Dark One. His skin starts to transform into the lizard-like skin of the previous Dark One and of the Rumple we already know. On the magical blade the name Zoso is replaced with Rumpelstiltskin. Transformation complete.

In Town Hall back in Storybrooke, the debate begins. Sidney regurgitates the rehearsed campaign pitch we see Regina mouthing as he says it. Emma begins her speech and eyes Henry, knowing she can’t lie. So, she comes clean and tells the townspeople that the fire was a setup. Emma confesses that Mr. Gold agreed to support her but she didn’t know that meant he was going to set the fire. Nor does she have evidence he did it. The worst part was she let everyone think it was real. She tells everyone she can’t win that way, then looks at Henry and says she’s sorry. In the audience Mr. Gold exits coldly. Like the Grinch, Regina just smiles. It’s chilling.

Later, Henry finds Emma at Granny’s, dejected. He gives Emma the walkie. She asks why. He tells her she stood up to Mr. Gold and that’s what heroes do. He tells her he shouldn’t have given up on Operation Cobra. Regina shows up with Sidney and congratulates her on becoming sheriff. Emma is surprised. Regina says people seemed to like the idea of a sheriff brave enough to stand up to Mr. Gold. Emma asks if she’s joking, to which Sidney assures her Regina doesn’t joke. Regina, “You didn’t pick a great friend in Mr. Gold, Ms. Swan. But he does make a superlative enemy. Enjoy that.”

In Fairy Tale Land, Hordor and his knights lead a brave Baelfire from his home. Hordor looks around and notes that everyone is watching from behind their curtains today. But then, without warning, one of the men falls, revealing Rumpelstiltskin standing behind him, and we get our first good clear look at him – lizard skinned and creepy. Hordor sees the skin and kneels, thinking it’s the Dark One. Then realizes it’s not him. Rumpelstiltskin makes a terrified Hordor kiss his boot. When Hordor leans down he grabs his head, twists violently, breaking his neck. Then he dispatches the remaining three knights with ease as a terrified Baelfire watches in horror. Baelfire asks what has happened to his dad. Rumple tells him he’s safe and asks if he feels safe. Baelfire back peddles, “No, I’m frightened.” Rumples says he’s not, “And I’m not scared of anything.” Baelfire continues to back away as Rumple just laughs.

The next day back in Storybrooke, Emma walks into her new office at the sheriff’s station. As she sets her things down she notices Graham’s leather jacket, the one she refused to take for Mr. Gold, hanging on its peg. She stares at it but is startled when she hears a voice, “The sheriff’s jacket.” It’s Mr. Gold. He thought she might want it after all. She makes the comment that she’s armed. Mr. Gold just laughs, says it was all part of the act, political theater. He knew she had to have an extraordinary quality for everyone to vote for her. They had to see Emma defy him. And they did. Emma doesn’t believe it. Mr. Gold tells her the town is frightened of Regina but they’re more frightened of him. He knows how to recognize a desperate soul. She asks why he would do this. He reminds her they made a deal some time back and that she now owes him a favor. Mr. Gold, “Now that you’re sheriff, I’m sure we’ll find some way for you to pay back what you owe me. Congratulations.” He exits leaving Emma on uneven ground.