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We open on the Lost Boys chasing and capturing someone.
A Lost Boy goads Henry into a fight. Pan appears and urges Henry to believe that the stick he's holding to defend himself is really a sword. He closes his eyes and when he opens them the stick has become a sword. Henry then bests the Lost Boy. He apologizes to the Lost Boy but Pan says that the "best thing about being a Lost Boy is never having to apologize."
The gang continues to look for clues where Neal lived while he was in Neverland. Emma finds that he marked the days he was trapped in Neverland but she sees he stopped counting because he lost hope of ever leaving. Emma says that she did the same thing whenever she went into a new foster home. She tells everyone that Pan wants Henry to lose all Faith of being rescued. Emma wants to send a sign to Henry that they're coming. Mary-Margaret has an idea how. Hook then stops Emma and tells her that he knows what it feels like to lose hope. Emma thinks he's trying to "bond" with her. Once alone, David tells Hook that Emma will never like him because he's nothing but a pirate.
Flashback to the past. We see that Hook was Lieutenant Jones in the British navy. He advises the ship's crew against "bad form." Then, his brother, Liam, the captain gives Hook a sextant with special markings to commemorate their journey together. Hook asks Liam where they're going but Liam replies that he's under orders not to say until they get where they're going but that it's a "journey that will bring peace to the kingdom and glory to the Jones brothers."
Back to the present. Regina denounces Mary-Margaret's plan of setting a trap for the Lost Boys. Mary-Margaret sends David to look for more vines and he wants Hook to come with him. Hook goes because Emma wants him to. Once they're alone, David wants Hook to stay away from Emma. Hook thinks she can take care of herself and doesn't need his "parenting." David then tells Hook that he's not helping theme because he's being "noble. You're here for Emma. You'll never get her, I'll see to that."
They start to fight but then David collapses. Hook rouses him and sees that the Dreamshade has almost reached David's heart. He urges him to tell Mary-Margaret and Emma but David refuses. David then finds the military badge of Liam's and asks if he knows "Jones." Hook admits that he was his captain and his brother. He tells David how Liam lost the badge on a duel with Pan. David asks where and Hook replies, "Deadman's Peak." Hook then tells David about the sextant, which could help them decode Neal's star map and get them off the island. David wants to find it but Hook says that even if he does, he'll die before he can get it back to the gang. David then asks Hook to come with him so if he dies, Hook can still bring the sextant to Emma. "Are you ready to be a hero?" David asks Hook, who rubs the badge.
Back to the past. Hook's brother, Liam gives Hook a star chart and tells him they are going to a new land. Then, a crewman yells about enemy ships. Liam grabs the sextant as Hook orders the cannons to be ready to fire. Liam yells to delay Hook's order as the enemy ships fire on them. Liam then orders the "Pegasus to be deployed." He then explains to Hook that the "Pegasus" is a sail made of the feathers of the legendary Pegasus, that could fly. Then, the "Jolly Roger" literally flies away from the enemy ships. Liam then gives Hook the sextant and tells him to lot a course for "the second star to the right and straight on til morning."
Back to the present. Emma yells at Hook for not telling them about the sextant before. Regina thinks Hook is lying. He insists that he isn't and the sextant is their best hope for an escape plan. He then whispers to Emma that they need to get a message to Henry because "everyday without hope, is a day closer to becoming a Lost Boy." Hook then says that he and David need to go look for the sextant. Mary-Margaret doesn't want them to split up but David agrees with Hook. David then hugs Emma and tells her to include in the message to Henry that his grandpa loves him. Emma wishes him luck. He then hugs and kisses Mary-Margaret, tells he that he loves her and says that anything could happen. Mary-Margaret thinks he'll see him when he gets back and Hook and David leave.
Mary-Margaret, Regina and Emma trap a Lost Boy. Regina offers him a chocolate bar in exchange for his help. Emma asks him to give Henry a message. He asks why he should. Emma says they can help all the Lost Boys return to their families. The Lost Boy takes the chocolate bar but then throws it away. He then says that he's in Neverland because he doesn't want to go home. Emma then says that Pan is a monster noting that he must have gave him the scar on his face. The Lost Boy replies that Henry gave him the scar, not Pan.
Hook and David are walking. David tells Hook to tell Mary-Margaret and Emma that he died a hero not a liar. Hook then asks why he should help him. David replies that if he went stolen the magic bean, Henry wouldn't have been kidnapped, they wouldn't be in Neverland and he wouldn't be dying from Dreamshade.
David realizes that Hook lost someone. Hook changes the subject but David goes on deducing that he lost his brother. David then tells Hook that he a twin brother he never met.
Back.in the past. Liam and Hook go ashore. Liam tells Hook that the King believes that there is a magic plant on the island that can heal any injury and wants them all to find it. Suddenly, Pan appears and asks the brothers if they are lost. Pan introduces himself. Hook and Liam do the same and tell him the King sent them. Pan replies, "There are no Kings in Neverland, just me." Liam shows Pan a picture of the plant and if he can help them find it. Pan identifies it as Dreamshade and tells them that it's deadly. Liam doesn't believe him. Hook pulls Liam aside and asks him.if the King would poison his enemies. Liam tells Hook.to.not be so gullible and that Pan.is playing games with them. Liam suggests that he and Hook move on.
Back to the present. Hook has climbed up and has gathered vines to throw down David so he be pulled up. Then, Pan appears and tells Hook that he wants to talk...alone. Pan then offers Hook a deal, to come back and work for him "like the old days." Hook replies that he doesn't miss the old days. Pan then offers him something that's "hard to come by. Passage off the island." Hook says that he's still not interested. Pan then says Hook can bring someone with him. Hook says that Emma would never leave Henry and Pan reminds him that she did once before "and you can be there to.pick up the pieces." Pan then says that he wants Hook to do his dirty work. Pan wants Hook to.kill David as a sign of his taking the deal. Hook tells Pan that David is dying thanks to Dreamshade but Pan wants to see Hook.kill.him. Hook then asks what if doesn't take his offer. Pan tells him to remember the last time he crossed Jim. Suddenly, David has climbed up. He asks Hook.if he was talking to someone. Hook says he was talking to himself.
Back to the past. Hook and Liam find the Dreamshade. Hook questions the King's motives again and Liam brushes off his suspicions. Liam orders him to listen to.him. Hook says he won't listen and will fight his enemies fairly. Liam then cuts himself with the Dreamshade despite Hook's protests. Liam seems to be fine at first but then the Dreamshade takes hold. Liam apologizes to Hook and dies.
Back to the present. The Lost Boy tells Emma that Henry is one of them.now. Regina suggests pulling his heart out so he does what they want but Mary-Margaret refuses to let her. Emma says they need to talk to Henry, then holds Mary-Margaret as Regina pulls out the Lost Boy's heart. Emma then apologizes to Mary-Margaret. Emma tells Mary-Margaret that she will do whatever it takes for Henry. Mary-Margaret doesn't want that to be at the cost of their family. Emma insists it won't be.
David pulls his sword on Hook and says he knows about his deal with Pan. Hook reminds him that he didn't agree and that David is doing what Pan wants...to turn them against each other. David then demands that Hook take him to the sextant. Hook then says he lied about it being up there and dropped the badge on purpose. David then screams that he brought him there to die and Hook says he brought him there to save his life. David lunges at Hook then collapses.
Back.in the past. Hook tries to rouse Liam. Pan appears and mentions his warning. Hook begs Pan to save Liam. Pan then says that there is a way to save Liam. Pan then shows Hook a spring and those who drink from it are cured from any ill. Hook thanks Pan, who warns him that "all magic comes with a price." Hook collects water from the spring and feeds it to Liam. He awakens. Hook is overjoyed. Hook is ready to.pay Pan but he's gone.
Back in the present. The Lost Boy tells Henry that his family is there to rescue him. Regina is telling the Lost Boy what to say. Henry thinks he's lying because he cut him. He gives Henry the mirror Regina gave him and he sees Mary-Margaret, Regina and Emma in it. Henry still thinks it's a trick but Emma insists it isn't. Henry sees Pan coming and tells them he has to go. Regina tells him they love him before he drops the mirror and it shatters.
Hook and Liam are back on the "Jolly Roger." Hook wants to.know how Liam feels. Liam says he's fine and should have listened to him. Hook is just glad they survived. Liam then says they will reveal their King's heinous plan and his "bad form." Hook says he will followed him to the ends of the earth. Then, Liam collapses and dies. Hook starts sobbing.
Back to the present. Hook finds the spring again and when David wakes up tells him that day drinking it will save his life. David realizes that's why Hook brought him there knowing he wouldn't leave his family. Hook then tells David that since the water's power comes from Neverland, once he drinks it, he can never leave. David replies that it's a small price to pay. David drinks it.
David and Hook then rejoin the gang. He said that Hook saved his life when they were ambushed by Lost Boys. They toast Hook. Once alone, Emma asks Hook.if he really saved David's life. He says he did and she thanks Jim but he wants more. Emma then pulls Jim.in for a passionate kiss. Afterward, she tells him it was a "one time thing" but both were clearly shaken by its intensity.
Pam comes to see Hook, disappointed he didn't take his offer. Hook thinks Emma is finally seeing him as a "man of honor." Then, Pan told Hook that Neal.is alive and let's him decide whether or not to tell Emma.
We see Neal wad captured at the beginning of the episode and Pan tells the Lost Boys to "put him with the other one," but we don't Dee who the other prisoner is.