Alice and Cyrus find out that Jafar has all three genies and needs Will's heart to complete his plan so they got to Storybrooke and retrieve it before Jafar can.

In the past, Will pleads with Anastasia to not marry the King and meet him at the wagon. Anastasia tries to meet him but Cora stops her, convincing her that Will isn't there. Cora also meets a heartbroken Will to say Anastasia isn't coming. He asks her to take his heart out to stop his pain and she does.

Back in the present, Jafar steals back Will's heart and tries to kill Cyrus and Alice but his serpent staff stops him. He flees with the heart and Cyrus realizes the the staff has a connection to his mother. 

Back at the castle, Jafar puts Will's heart back in his chest. He immediately goes to Anastasia and kisses her only to have Jafar kill her with a dagger through the chest.