In the Enchanted Forest of the past, Snow and Charming return from their honeymoon to find Maleficent, Cruella and Ursula at their Castle. They want to make a deal. They need two heroes to unlock the Tree of Wisdom and try to find a way to defeat Regina’s dark curse.
When Maleficent turns into a dragon and kills the guards keeping them from the Tree of Wisdom, Snow and Charming ditch the trio of villains and head to find the tree themselves but it gives them no answers. Maleficent realizes that it is because Snow is pregnant and the child has the potential to be a hero or a villain. Later, Maleficent reveals that she is also pregnant and asks Snow to work together to stop Regina’s curse. Snow turns her down.
Back in Storybook,Mary Margaret and David are plagued by nightmares about Maleficent, Ursula, and Cruella de Vil. They want Ursula and Cruella out of town before anyone learns what they did.
Ursula and Cruella steal a box from Belle’s (formerly Mr. Gold’s) store. David finds it in Cruella’s car but lies to Emma. It’s a totem that belonged to Maleficent. David steals it back from them. Mary Margaret and David determine that the villains must be trying to resurrect Maleficent and believe if they dig up her ashes from beneath the library and dump them in the harbor, they can stop that from happening.
Unfortunately David and Mary Margaret walk into a trap. They needed the blood from someone who wronged Maleficent in order to resurrect her and they get that from Mary Margaret and David. Maleficent returns and tells the Charmings that her goal is to cause them as much pain as possible.
Regina tries to track down Pinnochio (aka a young August) to see what he knows about the book and its author. Regina loses her temper when the boy has no answers. She later goes to apologize. Marcus is moved and gives her August’s motorcycle bag with all of its contents in the hopes that it can help.
Emma knows that Hook is hiding his past with Ursula from her but tells him that’s OK as long as he doesn’t lie about it. She suspected that her parents were lying to her but that couldn’t be the case because they are always good and she can trust them not to hurt her. Mary Margaret and David overhear and feel guilty but decide to keep their secret.
Mary Margaret confides to Regina that Maleficent hates her because she caused the loss of her child. She asks Regina to go undercover as a villain to figure out the evil trio’s plans.