Hulu Plus Members watch FULL episode HERE


We join EMMA, SNOW, MULAN and AURORA as they lead their prisoner, HOOK, toward the BEANSTALK in FAIRY TALE LAND. They’re going to need to climb it to retrieve the magic compass and get back to Storybrooke. As they near the base of the stalk, Hook explains to Emma that everything she’s heard about the beanstalk is wrong. Hook tells them the giants grew the beans in order to plunder the land. Jack and his warriors fought a war against the giants, killing all but one of them, but the giants decided to burn all the magic beans as a last act of spite. Emma asks why someone doesn’t go up and grow some more, and Hook tells her that one giant survived, and that he’s the most terrible of them all. Hook explains that, while Cora does have the ashes of the burned magical wardrobe (as seen in Ep 204), she needs to compass to find Storybrooke. So, all they need to do is retrieve the compass and steal the ashes from Cora. After Hook convinces the group that he’s on their side for now, he tells them that the stalk is enchanted against intruders. He has a counter-spell from Cora that will allow him to climb the stalk, and one spare enchanted cuff, as well. He tells the un-amused women they can fight it out for the chance to go with him, adding “Don’t be afraid to, y’know, really get into it.” As Emma considers this, we leap to-

EMMA, walking down an urban alleyway. Emma looks different, with glasses and a younger style of dress. A chyron explains that we’re in Portland, eleven years ago. Emma approaches a car, the familiar YELLOW BUG that we know well. But instead of using her keys to open the car, Emma looks around cautiously and then slips a metal SLIM JIM from the sleeve of her leather jacket and uses it to jimmy the door lock. Inside the car, she uses a screwdriver to get the car started. Emma is stealing a car! She drives the car off, when suddenly… a MAN pops up from the backseat, surprising her. “Impressive,” he says, “But you could have just asked for the keys.” Emma is floored, but he tells her to just keep driving, asking for her name, which she hesitantly gives him. He seems to be taking this very well, asking Emma out for a drink, which she rebuffs. Emma, flustered, drives through a stop sign, and immediately hears a police siren. As they’re pulling over for the cop, the man reaches from the backseat, pulls Emma’s screwdriver out of the ignition and places his key in just as a TRAFFIC COP comes to the window, asking for Emma’s license and registration. Before Emma can react, the man leans over her and tells the cop that he was giving his girlfriend driving lessons. The cop lets them off with a warning. As the cop walks back to his squad car, the man tells Emma to go: they got lucky. Emma, catching that, realizes… this isn’t his car, either, which the man’s sly smirk confirms. To herself, in disbelief: “I stole a stolen car.” As Emma drives off the man, undeterred, asks her out for that drink again.

Back in present day Fairy Tale Land, at the base of the beanstalk, Mulan, Aurora and Snow fight over who has the greatest responsibility to join Hook on the dangerous mission up the beanstalk. Emma steps in, saying she’s going and she’s not going to fail. Snow starts to argue, but quickly realizes it won’t do any good. Emma pulls Mulan aside, and after Mulan gives her a powerful narcotic powder made from poppies to help in her quest, Emma tells Mulan that if she’s not back down from the beanstalk in ten hours that Mulan should chop it down, whether Snow objects or not. As Mulan solemnly agrees, Hook interrupts, telling them their time is running out, with an added “Tick-tock.” Emma joins Hook, and after he flirtatiously puts the enchanted cuff on her wrist, he warns her that the climb presents other dangers. He gestures to his stump, telling Emma he can’t climb one-handed. Emma, cautious but with no choice, gives him his hook, adding that she’s not taking her eyes off him. Hook and Emma begin their climb up the beanstalk.

We TIME JUMP, joining Emma and Hook still climbing the beanstalk, now dizzyingly high in the air. Hook quips as Emma climbs, and she tells him she’s trying to concentrate. He doubts this, telling her she should trust him. Emma objects but Hook shrugs it off, telling her she doesn’t need to say anything because she’s something of an open book. “Am I?” she asks incredulously. Hook says she came up here because she’s motivated to help her child. Emma dismisses this as eavesdropping, not insight, but Hook continues, saying she doesn’t want to abandon him the way she was abandoned. This gives Emma pause, though she gives nothing away. He tells her he’s been to Neverland, and all the Lost Boys have the same look in their eye from being left alone for too long. An orphan is an orphan. Emma tries to ignore what we know is an impressive insight on Hook’s part, but he pushes through, asking her if she’s ever even been in love. Emma tells him no, she hasn’t. From this journey and its unexpected perils, we travel to –

-- our world, in Emma’s past, at a convenience store, where we reveal Emma and her huge PREGNANT BELLY. Whoah, is this Henry?!? The man from the bug (who we’ll soon know as Neal Cassidy) has his arm around her, and tells her to shop while he gets directions from the clerk. Neal unfolds a MAP on the counter, telling the clerk that his wife (whoah again) and he are a bit lost. As the clerk gives directions we see Neal POCKETING nearby items: a keychain and some Apollo chocolate bars. As he does, a CUSTOMER who’s entering notices the theft, and tries to alert the clerk. Emma, catching this, suddenly doubles over and cries out in pain. She shouts to Neal that she thinks it’s time! The customer who saw Neal stealing tries to interrupt, but Emma yells over him, with Neal rushing to her side. The clerk offers to call an ambulance, but Neal just bustles Emma out of the store. After they leave, the customer tells the clerk they were stealing. Outside the store, Emma and Neal make a run for it, with Emma’s “labor pain” instantly disappearing. As they get in the car, Emma pulls out from under her stomach… a huge haul of packaged food. Not only was she not pregnant, Emma’s a thief! In the car, Neal presents her the keychain that he stole, and Emma kisses him passionately. They really are a couple; that was the one true part of their scheme. From their quick escape we join these two --

Outside of a MOTEL, where Emma and Neal sneak into a departing family’s hotel room for a short respite before housekeeping arrives. Inside the room, Emma finds the family has left a Native-American dream-catcher, explaining to Neal that it protects from bad dreams. Neal, clearly transfixed by this young and (aside from the criminal acts) innocent Emma. He tells her maybe they should retire the Bonnie and Clyde routine and settle down. Emma, sardonic: “Where, Neverland?” But Neal is serious. He picks up a framed map of America and sets it on the bed, telling Emma to close her eyes and point. Whatever spot she picks will be their new home. Emma does as he suggests, closing her eyes and pointing on the map to… Tallahassee, Florida? Emma asks him if it’s near a beach, and Neal tells her it’s Florida, everything is near a beach. She asks him if this is what he really wants, and he tells her that what he really wants is her. From this intense moment, we jump to—

Present day Fairy Tale Land. The base of the beanstalk, where Mulan uses a stick to draw a series of lines in the sand, then shoves the stick into the ground at the center. At Snow’s questioning, Mulan says she’s making a clock to keep track of their watch-duty and badly needed rest. Snow, satisfied, tells Mulan she’ll take the first shift. Aurora says she’ll join Snow. Mulan leaves them to rest. Snow asks Aurora when she last slept, and Aurora tells her she’s hardly slept since the sleeping curse, and that when she does she has terrible nightmares. Snow tells her she shares the experience, and recounts longingly about how Charming would help her through it. Snow tells Aurora to try and sleep and that she’ll watch over her, and Aurora agrees, leaving Snow to gaze up the stalk, where –

Emma and Hook finally make it to the top of the beanstalk, climbing into an enormous chamber, grey, desolate and destroyed. Hook explains that this is the site of the final battle between human and giant. Hook notices that Emma has a wound on her hand and offers to dress it, overcoming Emma’s objections by telling her that giants can smell blood. He pours rum on her wound and wraps his scarf around her hand, securing the bandage with his teeth. It’s intimate. Hook suggests that they wait for the giant to fall asleep and sneak by him to steal the compass, but Emma (we know from her conversation with Mulan) can’t wait for that. They need to use the powder of the poppy to knock the giant out. Hook agrees, handing Emma the powder. As he does, Emma notices the tattoo of “Milah” on Hook’s forearm. Hook tells an inquisitive Emma that Milah is gone, leading Emma to realize that Rumplestiltskin took more from Hook than his hand: that’s why Hook wants to kill him. Hook says that for someone who’s never been in love she’s quite perceptive. Emma admits that maybe she was in love, once. From this we go to--

Our world. Emma’s past. A park. Emma’s waiting for Neal with a bag of donuts, but when he arrives he’s somber. He shows her a WANTED poster he found at the post office, and it’s him on it. He explains how he stole a bunch of expensive watches from a careless employer, then stashed them in a locker in a train station. He tells Emma that he needs to bail. He’ll go to Canada alone; he’s not going to get her busted, too. But Emma, realizing that no one is looking for her, says she can collect the watches and then they can buy new identities and move to Tallahassee like they’d planned. This overwhelms Neal, but Emma doubles down by telling him she loves him. Neal tells her he loves her, too. Off their happiness and anticipation, we leap to –

Fairy Tale Land’s present day, in the ruined giant kingdom, where Hook asks Emma if she’s ready. Emma, high atop a two-story tall statue, says yes, and Hook takes a large bone and bangs it on an oversized shield, making a huge, echoing noise. They hear a loud ROAR and then huge footfalls shake everything, almost knocking Emma from her perch. After a moment, a GIANT appears from a huge doorway, and Emma realizes that her position is nowhere near high enough to reach this gargantuan foe. Hook realizes this, taunting the giant, who reaches down to capture Hook, which is when Emma takes the opportunity to throw Mulan’s bag of poppy powder into the giant’s face. He is immediately knocked unconscious, and his collapse causes another quake. Emma is worried when she doesn’t see Hook, calls out to him. He appears telling her they make quite the team. Trying to ignore this further flirtation by Hook, Emma says “Let’s go steal a compass.”

At the base of the beanstalk, Aurora awakes from a terrifying nightmare. Stricken, she tells Snow and Mulan that in the dream she was in a terrible room where the curtains were on fire. It was in this room that she noticed someone, or rather… a pair of EYES looking at her. Snow tries to comfort her, but clearly this dream has shaken Aurora.

ABOVE, in the giant’s cavernous domain, Hook and Emma walk briskly through an incredible treasure room. The riches surrounding them distract Hook, but Emma reminds him that they don’t know how long the giant will stay knocked out, and Hook, conceding, leading them onward. From there we jump back to --

Emma’s past in our world, where Emma enters a bustling train station, Neal’s locker-key in hand. She notices some nearby policemen, but summons her courage and goes to the locker, opens it, collects the box inside, and walks right out. From her illicit victory we leap to --

Fairy Tale Land present, where Emma and Hook try to find the compass in the treasure room. As they walk around the chamber, Emma, seeing something, grabs Hook, holding him back from hitting a trip wire that’s attached to an enormous cage hanging from the ceiling. A grateful Hook takes the opportunity to try and build on their sexual tension, but Emma pushes him away, telling him to lead on.

In our world, Emma’s past, Emma rushes to the bug, where Neal is waiting, nervous. She hands him the case and he opens it, revealing what he tells her is twenty thousand dollars worth of watches. They’re both excited; Tallahassee here they come. Neal tells Emma he’s going to go meet his fence, sell the watches, and they’ll meet up again at 9 PM sharp. He puts one of the watches on Emma, a gift. He kisses her, telling her that they’re almost home, then climbs out of the bug.

Moments later, as Neal walks down a darkened street, he notices he’s being followed. He makes a run for it, but his pursuer catches up with him, slamming him to the ground. Neal assumes he’s being busted by the cops, but the pursuer tells him it’s not like that, asking “Do you want to protect Emma?” A stunned Neal asks how he knows Emma, and it’s revealed that the pursuer is none other than AUGUST W. BOOTH, also known as Pinocchio! August tells him it’s a long story, but that he’ll want to hear it. He says Neal can think of him as Emma’s guardian angel. He and Neal fight over this, with Neal saying that he’s been the best thing to happen to Emma, and August reminding Neal that he drew Emma into a life of crime. August realizes that Neal really loves Emma and seizes on this, telling him if he does love her he needs to leave her. She has a destiny, and Neal is keeping her from it. August admits that he left Emma in foster care and failed to protect her. He then surprises Neal by asking him if he believes in magic. He’s got something to show Neal. Once he sees it, he’ll believe everything August says. August goes to his familiar motorcycle, and opens his typewriter case. A stunned Neal gazes down at what’s inside the case, and we can tell that, whatever it contains, it’s safe to say it’s not a typewriter. Neal says he’s listening, and August tells him that Emma is supposed to break a curse. He’s going to tell Neal a story and then leave it to him to do the right thing. From here we join –

-- Emma, in our world’s past. She’s waiting where Neal told them to meet up, trying to call him but getting an error message. Before Emma can process this, a COP tells her to put her hands up, adding that Neal set her up, telling the cops to check the surveillance tape at the train station. Emma protests that she didn’t do anything, but she realizes, and the cop certainly knows, she’s wearing one of the stolen watches. As the cop cuffs Emma, we see innocence draining from her face, replaced with dull horror.

In Fairy Tale Land’s present, in the giant’s treasure room, where Emma and Hook’s search for the compass continues. Hook tells Emma to give him a boost, but Emma says he can boost her. She’s afraid he’ll pocket the compass. Hook, seeming to really mean it, tells her she needs to trust him. Before Emma can reply, they hear the thunderous footfalls of the giant. Hook: “Someone’s up.” The giant’s approach knocks treasure over everywhere and causes some huge boulders to fall from the ceiling, trapping Hook and leaving a shocked Emma to deal with… THE GIANT. He storms in and reaches down to pick up Emma, as we leap to –

Our world’s past. Vancouver, Canada. August waits, and soon Neal drives up in the bug. August tells him it’s been awhile, and Neal admits he was trying to lose himself, but it didn’t work. He can’t stop thinking about Emma. August warns him against trying to reach out, and Neal says that he’d be fine if he just knew she was okay, which August tells him she is. She got eleven months. Neal, upset, says that it should be him doing that time in jail. August calmly explains that this is the best thing for Emma. She’ll get out a changed woman and then fulfill her destiny. August promises Neal he’ll look after Emma. Neal proffers a couple stacks of money and the keys to the bug, telling August to make sure Emma gets them, and August agrees. Neal says “One more thing,” telling August that if this insanity ends and Emma is free – August, cutting him off -- “I’ll send you a postcard.” As Neal watches August depart –

We jump to Fairy Tale Land present, in the treasure room, where the Giant has Emma in his hand and is SQUEEZING! Emma cries out, telling him she’s not what he thinks. Replies the Giant, “You’re a thief and you poisoned me, so yeah, I’m pretty sure you’re exactly what I think.” Emma tries to implore the Giant that she’s doing this for her son, but it falls on deaf ears as the Giant tells her humans killed his family. He squeezes harder, and as Emma loses consciousness, she BITES HIS HAND! The Giant reacts, dropping her. She makes a run for it, the Giant giving chase. She goes to the remains of Jack the giant killer, takes up the sword there, and as the Giant rounds the corner, she cuts the trip wire, sending the enormous cage down on top of him and pinning him. Emma goes to the captive Giant, who flinches from her sword, letting Emma know the sword has poison on it that can kill him. He says she’ll just kill him anyway, ignoring her objections. He knows her kind, they massacred his people. The story she heard from Hook was just that; fiction. Emma, no time for this, brings the sword to the Giant’s face again, and he gives in, sliding the compass to her. He says he’s not the bad guy, and Emma, using her power of truth-detection, knows he’s telling the truth. Emma notices that the Giant wears a necklace that contains a magic bean, but he tells her it won’t open a portal, he just wears it as a reminder that humans are killers. Emma tells him he’s wrong, sparing him and turning to go. As she does, the Giant bursts out of the cage. He rises, and Emma fearful that this is it for her, is shocked when the giant reaches down and removes a boulder, creating an OPENING for her to leave through. He’s sparing her because she spared him. He tells her to go before he changes his mind, but Emma tells him she spared his life twice, so he owes her two. “What do you want,” he asks. Moments later, Emma helps an impressed Hook out from the boulders. He asks to see the compass, which Emma does before pocketing it. He extends his hand, time to leave. Emma takes it, but then, CLICK, Hook looks down to see Emma has locked his hand in a cuff that is chained to a rock. Hook tells her she can’t do this. He’s never lied to her. She has the compass, why do this now? Emma tells him she can’t take a chance that she’s wrong about him, adding that she’s sorry. “You’re sorry?!?” Hook says she can’t leave him here to die, but she tells him he’s not going to die, they just need a head start. With that, Emma leaves, a furious Hook calling out after her as she does.

At the base of the beanstalk, Mulan grimly checks the time on her sun-clock while Aurora sleeps, her head on Snow’s lap. Mulan heads for the beanstalk, pulling out her sword. Snow, realizing what Mulan’s about to do, rushes over to her, but Mulan holds her off with her sword, telling Snow that Emma gave her ten hours, and that Emma may already be dead. With that, Mulan strikes the stalk, taking out a huge chunk and sending a magic shockwave up the stalk. Snow tackles Mulan, with Aurora imploring them as the warriors struggle with each other. Suddenly, Emma lands on the ground. She made it! Snow and Mulan break up their fight, rushing to Emma, who reveals that, while having taken some hits, she’s got the compass. Emma tells them that they’ve got ten hours head-start before Hook can follow them. Snow, having realized that Mulan was just following Emma’s orders when she tried to cut the stalk, tells Emma that they’re going back together. It’s the only way. “Do you understand?” Emma, hugs her, says yes. Now it’s time to get that dust from Cora and make it home. From this hopeful moment, we crash into –

A dim, grey JAIL CELL. We’re in our world’s past, in a Minimum Security Corrections Facility in Phoenix, Arizona. Emma sits on her bed, looking at something we can’t discern. A PRISON GUARD comes in, tells her she’s got mail. From… Phuket? The guard opens the envelope, to reveal the key to the bug, with the swan-emblazoned keychain Neal stole for her dangling from it. Nothing else in the envelope, which we know means a troubled August has kept the cash Neal intended for her. Good news, she gets a car when she gets out… and a BABY. The guard tells her congratulations before walking out. We finally reveal that Emma is holding a pregnancy test. And it’s positive. We finally know Henry’s beginning. Off Emma, a million miles away from the innocent young woman we met at the beginning of the episode, we travel to –

Storybrooke, present day, where HENRY awakes, terrified, from a nightmare. DAVID rushes to his bedside, asking him what’s wrong. Henry tells him he’s had a terrible nightmare. David lights a candle for him to keep away the bad dreams, like Snow said he used to do for her earlier in the episode, then asks Henry about the nightmare. Henry tells him he was in a red room with burning curtains. Wait, what? That sounds just like Aurora’s dream. Henry adds that he, too, saw someone looking at him, she was staring at him through the flames. Was he seeing Aurora?!? David tells him it was just a bad dream, but as we CUT TO BLACK we’re not so sure about that.

Written by Brian L. Ridings