At the base of the beanstalk, Hook explains that the magic portal beans are all gone. Jack fought the giants and the giants destroyed the beans, only one giant survived and he's at the top of the stalk. Cora has the wardrobe ashes to make a portal, but she needs the compass beyond the giant to find their land. Hook swears allegiance to whoever gets him there first. The beanstalk is enchanted to repel intruders, but he has a counter-spell from Cora for two people. Snow unties him.
Portland, Oregon, 11 years ago
Emma steals a yellow VW bug. As she's driving off she's freaked out to find a man in her back seat. (It's the same guy who got the "Broken" post card in the season premiere.) He's not at all bothered by the fact she stole his car and asks her out for drinks, introducing himself as Neal Cassady. In the process, she runs a stop sign and gets pulled over. Neal talks his way out of the ticket by saying he's teaching his girlfriend how to drive. After the cop lets them off with a warning, the man says "we" got lucky. Emma realizes she just stole a stolen car.
The women argue about who's going to go with Hook. Emma wins. Mulan gives her powdered poppies and promises to chop down the beanstalk if she's not back in 10 hours.
Hook gives Emma the magic wrist cuff and they start climbing. Halfway up the stalk, Hook tries to charm Emma into trusting him. He guesses she was abandoned as a child and asks if she's ever been in love. She says no.
A very pregnant Emma and Neal go into a convenience store. As he distracts the store owner by asking for directions, she combs the aisles and steals. He pockets candy bars and a customer sees him. Emma makes a distraction by faking labor and they get away.
When she walks out, she reveals her belly was just her backpack.
Later, outside a hotel, they wait for a family to leave and rush in to make use of the free room. There's a dream catcher left behind, and Neal's interested in the idea it can stop bad dreams. He presents Emma with the key chain he stole for her. Aw, petty larceny. He suggests they stop traveling and settle down. She closes her eyes and picks a spot on the map -- Tallahassee.
At the base of the bean stalk, they decide to sleep in shifts. Aurora confesses she hasn't been able to sleep well since waking up from her curse. Snow shares that she went through the same thing and had terrible nightmares, but Charming kept watch over her. Snow convinces Aurora to try to sleep while she stands guard.
Emma and Hook reach the top of the stalk, a decimated castle where the final battle was fought. Emma cuts her hand and Hook carefully bandages it for her. Hook suggests they wait for the giant to fall asleep and then sneak past him into the cave. Emma doesn't want to wait and suggests using the poppy powder instead. Emma asks about his tattoo of "Milah," from his answer she can tell it's a love he lost and realizes that Rumplestiltskin took her from him. She admits she was in love once.
Neal shows Emma a wanted poster with his face on it. He stole watches from a jewelry store in Phoenix when the manager left them unlocked. They're still in a locker in Portland. He tells her he can't go to Tallahassee and says he has to go to Canada alone. He doesn't want to put her at risk. She suggests she go get the watches because no one's looking for her and then they can change their identities and go to Tallahassee. She tells him she loves him.
At the top of the beanstalk, Emma hugs the top of a stone statue by a giant doorway while Hook summons the giant by making a ruckus. When the giant comes out, he's much taller than they expected, so Hook taunts him and dances around until the giant bends down enough for Emma to throw the powder in his face. He passes out immediately.
At the base of the beanstalk, Mulan marks the hours with a sundial. Emma wakes Aurora up from her nightmare. She describes a red room with fire all around and someone else in the room. Snow promises the nightmares will fade away, like they did for her.
Emma and Hook walk through the giant's treasure trove, filled with gold.
At the train station, Emma passes by two cops and looks for Neal's locker. She uses his key to open it, takes the bag and walks out.
In the treasure trove, they find skeleton Jack and Emma stops Hook from stumbling into a trip wire.
Emma rejoins Neal in the car and they celebrate their haul. He leaves to go meet the fence and makes plans to meet her at 9 p.m. sharp. He gives her a watch so she can be on time. They look forward to Tallasassee. Neal walks down the dark street with the bag and notices a man walking behind him. He runs. The man catches up and tackles him. Neal thinks he's a cop, but the man says if he wants to protect Emma, he'll listen. It's August (Pinnochio).
August says he's Emma's guardian angel and has been looking for her for two years. He says they were in the same home as kids. Neal is just trying to do right by Emma. August says Emma has a destiny and Neal's going to keep her from it.
August ask if he believes in magic. He has something to show Neal to make him believe. He opens a case and Neal looks in. He can't believe what he sees. August explains there's a curse that needs to be broken.
"I was tasked with keeping her on track and you, my friend, just got caught in the crossfire," August says.
He has a story for Neal and after that he has to decide whether to do the right thing.
Later, Emma checks her watch and calls Neal. His phone is disconnected. A cop comes out of the shadows and tells her Neal called in a tip to check the surveillance at the train station and left her to take the fall.
Back with the treasure, Emma nd Hook are still looking for the compass when the giant comes running. His giant steps cause the ceiling to fall in on Hook. The giant grabs for Emma.
Neal meets up with August, who tells him Emma got 11 months in minimum security and it's going to work out for her. Neal feels awful that it isn't him doing the time and gives August all the money from the fenced watches to give Emma. He also got a clean VIN for the bug and he wants that to go to Emma. August promises to send Neal a postcard if Emma ever breaks the curse.
Emma tries to explains herself to the giant, saying she needs the compass to save her son. He's not sympathetic because humans killed his whole family. Emma bites on his hand and he drops her. She runs to Jack's sword and the giant follows, stumbling over the trip wire. A giant cage crashes down around him and traps him.
Emma demands the compass, but he refuses, thinking she'll kill him either way. He says humans massacred his kind and destroyed their beans, not the version Hook told. He gives her the compass from his pocket. "See? I'm not the bad guy," he says.
Emma feels bad for him when he says he's alone. He thinks all humans are killers, but she tells him he's wrong and walks away.
He gets up, easily breaking his cage. He opens a hole in the wall for her and tells her to go before he changes his mind. She points out he owes her two favors for both times she didn't kill him. Emma goes back to free Hook. She gets him out from under a rock but then cuffs him to the wall.
He tries to make the case that he's been honest with her, but she doesn't want to take the risk that she's wrong about him. She's sure the giant won't kill him, she just wants a head start.
At the base of the beanstalk, Mulan notices 10 hours have passed and starts to cut down the stalk. Snow tackles her to make her stop. Emma comes down.
She explains a "friend" is watching Hook and they have a 10 hour head start.
Snow lectures her for telling Mulan to cut down the beanstalk , saying they leave together.
Phoenix Minimum Security
Emma gets a package from Phuket. Car keys, on the key chain Neal stole for her. Emma is holding her positive pregnancy test.
Henry wakes up screaming from a terrible nightmare. David lights a candle for him, like he used to do for Snow. Henry describes a red room with no doors or windows and curtains that were on fire and there was someone else there and she staring at him through the flames. It's almost word for word what Aurora dreamed.