As a teenager, Emma ran away from the orphanage and ended up making friends with Lilly, another teen who claimed to be a fellow orphan but really had a family. Emma felt betrayed and never forgave her.
Emma and Elsa search through files and photos. Regina took surveillance photos of Emma when she first came to town and there's one of Emma talking to the Snow Queen in the ice cream shop.
Emma offers to help Regina break the curse on Marian. Emma says she has her back but Regina says that has never been the case.
Sidney leads Regina to the Snow Queen but it turns out Sidney is now working for the Snow Queen and has betrayed Regina. The Snow Queen frees Sidney but what she really wants is the mirror.
The Snow Queen lure Elsa into the woods by using an illusion of Anna. Then she uses ice chains to hold Elsa there. The more frightened she is, the stronger the chains will hold. She's feeding off of Elsa's fear. When the Snow Queen uses an ice monster against Emma and Regina, Elsa fights her fear to destroy it and her chains.
What the Snow Queen really wanted was Regina's magic mirror because it is imbued with dark magic. She says she's working towards having a family who loves her.
David and Mary Margaret have Belle babysit so that they can go out on their first date since the baby was born but it's interrupted when Will Scarlett escapes from jail and they head off to find him. When Mary Margaret decides she needs to go home to be with the baby, they split up and she finds Will. She thinks David has set all of this up to boost her self esteem and help her get back out into the world so she pardons Will and sets him free. Turns out, David didn't set it up at all.
Emma tries to reconcile with Regina. She says she had hoped they were friends because no one else in her life knows what it feels like to be rejected and misunderstood.
Later, Emma and Hook look through her things from her childhood. There's a video camera with footage of her and Lilly. After that is footage Emma does not recall. She's at a new group home and the Snow Queen appears the be the person in charge.