The Sorcerer’s Apprentice visits the Sorcerer who is in the form of smoke. He feels bad about what happened with Maleficent’s child. He also tells the Sorcerer that he has punished the Author who is now trapped in a book.
Young Emma has a new foster family. They are excited about their upcoming family vacation. Emma goes to the garage to find a sleeping bag and is startled by a noise. She is surprised to find Lily hiding out there. Emma is confused what her old friend is doing there. Emma’s foster father finds them. Lily explains they are old friends and that she lives in this neighborhood. He invites her to join the family for dinner.
The family says grace. Lily is taken aback at how wholesome this family is. She decides to tell them a story about how she and Emma met. Lily tells a nicer version that does not involve shoplifting. Emma is annoyed and exits the room. Lily follows. Emma is furious that Lily is there and then sees an image of a masked Lily on the news committing a robbery.
Lily swears to Emma that everything was her boyfriend’s idea. Emma is desperate to make her leave and even offers her money. Lily tells her that all she wants is a necklace that she has from her birth mother. Emma agrees to help her.
Emma goes to the house that Lily had been squatting in. She finds the necklace and returns home. Her foster parents are waiting for her and let her know that while she was gone Lily stole their vacation money. Emma is shocked and realized Lily set this up. Her foster father is upset now that he knows the truth about Emma and Lily. In the heart of the moment he says some things that hurt Emma and she leaves.
Emma sits at a bus stop where Lily finds her. Lily is happy and tells Emma that now they can run off together. Emma gives Lily the necklace and makes it clear that she wants no part of her. Lily pleads with Emma and tells her that her life is awful but things are better when Emma is around. Emma leaves her.
On the bus a man starts a conversation with Lily. He seems to know her. At first she is taken aback and then curious about what he has to say. The Sorcerer’s Apprentice tells her that he owes it to her to tell her why darkness follows her.
The Author and Gold pay their respects to Cruella’s grave. Emma watches in disgust.
Emma heads to the Diner and proclaims that Gold is once again the enemy. Maleficent joins us and tells us that she too wants to turn on Gold. Mal tells Emma that she wants her to help find her daughter. The Charmings are in shock to learn that she is alive. Once Mal explains who her daughter is a look of shock comes across Emma’s face. Emma leaves to do research and discovers Maleficent’s daughter is none other than her old friend Lily.
I ask Emma how she and Lily met. I then come up with a plan where Emma and I can help each other. At first Emma tells me that she does not need my help. I explain that it is I that need her. I want to help her find Lily and then head to New York to find Robin.
The Author is surprised that Gold is sitting back while Emma and I prepare to leave. He assures the Author that whatever happens on this trip will help to darken Emma’s heart.
Emma says her good byes. She is cool with her parents. We get into the car and Emma tells me that Lily’s last address was also right by where Emma was living at the time.
Belle leaves the pawn shop. She does not see Gold hiding. Gold approaches Will. He demands that Will help him steal back Belle’s heart.
Maleficent sits in my office. The Charmings come to her and try to apologize. She tells them that it is Lily that they owe an apology. After they leave the next visitor is Gold who knows there is a protection spell keeping him out. He keeps Mal talking while Will goes in through the back window and steals the heart. By the time she realizes it she is too late.
Will brings Belle her heart. Gold is there and she is surprised they would work together. Gold tells Belle that hurting her any further will darken what is left of his heart. He wants her to have her heart back and knows now that Will must protect it. He gives Belle her heart and then leaves.
Emma and I enter a run down building. She asks a man about Lily. He tells her that Lily had died. Emma is surprised by this news. He then goes on to insult Lily and that surprise turns to rage. I almost have to pull Emma off the man.
Emma feels responsible for Lily’s fate. As we drive Emma swerves to avoid hitting a wolf. We get out of the car and she tells me this has happened before. We have a flat tire. I tell her that I will go get us a tire and she should get some coffee.
Emma heads to a diner where she is served by a waitress named ‘Starla.’ She sees the familiar birthmark and knows this woman is Lily. I join Emma who quietly tells me this. Emma goes outside where Lily is taking a break. Emma tells Lily who she is. She wants her to come back with her. Lily tells Emma that she created a new identity because she had gotten in trouble. She assures her that she changed her life and even has a husband and a child. A school bus pulls up and Lily approaches one of the little girls. She quietly asks the girl to help her by smiling and walking around the corner with her. Emma knows that Lily is lying.
Emma finds Lily’s most recent address. We break into her home and are shocked at what we find. Lily has a board tracking Emma. She also knows there is a Storybrooke. We hear Lily steal Emma’s car. I am frantic because our scroll to get us back to Storybrooke is in there. Emma steals us a car and we are in a high speed chase.
The cars finally come to a stop where these two old friends must now face each other. Emma wants to know what Lily knows and how. The fighting moves from verbal to physical. The sky cracks with lightening. Emma takes it a step further and pulls a gun. Lily makes it clear that she would gladly welcome death over the hard life she has been leading. I convince Emma to drop the gun by telling her that killing Lily will push her over the edge.
Lily and Emma talk things out. They are calm but I receive a phone call that leaves me frantic. I tell them I have lost my leverage over Gold and need to leave immediately for New York. Lily agrees to go with us.
I head to Robin’s apartment. He is surprised to see us. I tell him about Zelena. He is confused. Zelena shows up looking like Marian. She plays her part well and I am sad as Robin defends her. Zelena has had enough amusement. She uses her necklace to show her true self. I tell Robin now that he knows the truth he can come home with me. He tells me he cannot leave. I am confused. I then find out my wicked sister is pregnant with my true love’s child.