A flashback shows a young Emma burning books to keep warm. August approaches her and tells her the story of the Ugly Duckling that becomes a swan. He also convinces her to go to the police station for help. When the officer asks for her name, Emma says it's Emma Swan.

In the wish realm, Robin robs Regina and Emma. As Henry and the guards chase after them, Emma realizes Pinocchio can help them. They find him and Emma asks him to build another wardrobe. While they're talking, Regina slips away to find Robin. She wants to know if he's happy. 

Pinocchio takes Emma to the magic tree his father carved the original wardrobe from. While they're talking, an older, fatter version of Captain Hook arrives. He's there to rescue Emma and collect the reward. Pinocchio easily overpowers him and Emma uses her magic to send him back to the Jolly Roger. Pinocchio's chisel gets broken in the process, and he doesn't believe he can do it. Emma realizes he's the one who helped her as a child, and convinces him that he can change his fate, too.

Regina tracks down Robin in the pub. He tells her that he's happy. She tries to leave, but the Sheriff of Nottingham arrives, and arrests them both. Robin admits he's not happy. He's a selfish thief, and Marian died before they ever had a chance to marry. Rumple rescues them, only to imprison them again in the castle. He's mad because the Evil Queen killed Belle. He doesn't care that Regina's a different version. She tells Robin about the man that she knew. He believes her, and picks the lock so they can escape.

Pinocchio has the tree portal ready when Regina and Robin rejoin Emma. Emma suggests Regina bring Robin home with them. She doesn't think it's a good idea to tempt fate. Emma reminds her to make her own. Robin's on board with the plan. They step into the tree, but Regina arrives without Robin. Disappointed, she asks Emma for a moment alone. Robin arrives after all, and she welcomes him to Storybrooke.

While they were gone, Gideon revealed his intentions to his parents. He claims Belle's love stopped him from becoming evil. But he wants to kill Emma so he can absorb her savior powers, and rescue people who are in trouble in his world. Rumple offers to help his son while Belle goes to David and Killian to ask them not to hurt her son. They make no promises. Gideon rejects Rumple's help.

Emma and Gideon meet in the center of town. He starts the fight, as their friends and family rush to the scene. Gideon freezes them. Emma fights back using her magic. Rumple begs her not to kill Gideon, who uses the moment to disappear. Emma and Regina give their family a brief explanation of their visit and introduce the new version of Robin.

A frustrated Gideon storms the clock tower as Rumple and Belle meet at the wishing well. She's not sure if he wants to help Gideon kill Emma. Rumple assures her that he doesn't. He knows what can darkness can do. He's made that mistake, but he doesn't want the same fate for his son. He tells Belle that they need to work together to stop Gideon. Not just for their son, but for everyone else, too.