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We open in the past with young Rumplestiltskin and his conniving father. His father swindles a townsperson, who beats him up, steals all their money and tells young Rumple that he’d be better off without him.
In Neverland, in the present, Pan tells Henry that Wendy doesn’t have much longer to live. Pan tells Henry if he saves magic he’ll not only save Wendy, he’ll save them all. He then tells Henry to follow him. Pan then tells the Lost Boys that Henry will save magic that night and they cheer.
Gold then tells Regina that Neal is alive and in Neverland.
Back in the past, Rumple’s father takes him to a house. Two women are there spinning and Rumple’s father tells him he has to stay with them for a little while so he can find a job and they could be together, but young Rumple doesn’t want to. The women tell him that they’ll teach him how to spin but young Rumple still begs his father not to leave him there. His father then gives him the doll that Pan gave Gold that made him cry then leaves. After Rumple’s father leaves, Rumple cries.
Emma, David, Mary-Margaret, Hook, Neal and Tinkerbell near Pan’s compound. Emma can’t believe Mary-Margaret intends to stay in Neverland with David but she tells her that she has to because she couldn’t bear life without him and if he leaves Neverland he’ll die. Emma insists that there has to be a way for them all to be together. They come upon Regina and Gold. Regina tells them how they now have Pandora’s Box, which could trap Pan for eternity. Tinkerbell can’t believe that Neal’s father is “The Dark One.” Neal then says that Gold isn’t going anywhere near Henry then reveals the prophecy to the gang. Gold replies that he would never hurt Henry but the gang doesn’t believe him.
Back in the past, young Rumple has a gift for spinning and thinks he can make money enough for him and his father with his newfound gift. But, the women give him a magic bean and tell him he’s better off without his father. Young Rumple then goes off and finds his father gambling instead of trying to find a job like he said he would. He tells Young Rumple that no one will hire him. Young Rumple then asks him to go somewhere where nobody knows them using the bean. His father wants to gamble it away but Young Rumple won’t let him. They then decide to use it to go to a world he went to as a boy…Neverland. Young Rumple uses the bean, which becomes a portal and they both jump through it.
Gold tells the gang their might be another Dreamshade cure. Emma remembers that one must take another person’s life and says David “isn’t that selfish.” Gold then says he learned a lot about the poison from his own experience with it and believes he could make an elixir back at his shop in Storybrooke. Emma asks his price. Neal then interrupts and tells Gold that when they get back to Storybrooke, he’s going to save David because “it’s the right thing to do. No deals.” Gold agrees. Emma goes to tell David. Tinkerbell then tells the gang that they are at the perimeter of Pan’s compound. They sneak into the compound as Regina uses magic to put the Lost Boys to sleep. They search the compound but don’t find Henry but they do find Wendy in a cage. Emma tells Wendy they’re looking for Henry and Wendy recognizes Neal. Neal and Wendy hug once she’s out of the cage.
Back in the past, Young Rumple and his father land in Neverland. His father tells him how special Neverland is and how “you can have anything you want, if you just think it.” Young Rumple thinks of a piece of cake and it appears. Rumple’s father then tells him you can fly in Neverland. He tries to show Young Rumple but falls flat on his face. He realizes he needs pixie dust and brings Young Rumple to go find some. Meanwhile, the Shadow watches them and follows them.
Neal asks Wendy if she’s seen Henry and Emma asks if Pan has mentioned “the heart of the truest believer.” She says she hasn’t seen Henry or heart about the heart. Gold accuses her of lying. Neal asks Wendy if he’s right and she knows where Henry is. Wendy replies that Pan is keeping her brothers, John and Michael alive, only if she does as he says. Gold says Pan will kill them anyway. Wendy asks why she should trust him. Regina then tells Wendy how Belle trusted Gold and got Pandora’s Box, which can trap Pan. Neal then promises Wendy that they’ll save John and Michael and begs her to tell them where Henry was. Wendy tells them that Pan told Henry that he “needed his heart to save magic, but it’s a lie. He needs it to save himself. Pan’s dying and he needs the heart of the truest believer to absorb all the magic in Neverland and once he does he’ll be immortal.” Mary-Margaret then asks Wendy what happens to Henry. Wendy replies, “It’s a trade. When Pan lives, Henry will die.”
Pan and Henry are in a boat going to Skull Rock. Pan then casts a protection spell once they go ashore and tells Henry, “It’s time.”
Wendy tells the gang that Pan took Henry to Skull Rock and they don’t have much time. David and Mary-Margaret want to stay behind in case the Lost Boys wake up. Emma then tells David can cure him once they’re back in Storybrooke. Mary-Margaret hugs Emma and thanks Gold. Hook then says he and Tinkerbell will meet them all the Jolly Roger once they have Henry. Emma says they’re all going home.
Back in the past, Rumple’s father finds a tree filled with pixie dust pods and leaves Rumple on the ground to climb it to get one. Young Rumple insists that he doesn’t want to fly, but his father does. His father tells him that he’ll want to fly once he sees how it feels. Rumple’s father climbs a tree, finds a pod and douses himself with pixie dust. Then, the Shadow shows himself to Rumple’s father. He asks the Shadow who he is. The Shadow tells him that he’s “the soul of Neverland.” Rumple’s father then asks the Shadow why he can’t fly. He replies that he has to believe. Rumple’s father says he does believe but it’s not working. The Shadow then responds that it’s not working because “you don’t belong!” Then, Rumple’s father disappears as Young Rumple calls out to him from the ground.
Emma, Regina, Gold and Neal swim in a boat to Skull Rock. They land and find Henry’s shoes, but Emma is knocked down by Pan’s protection spell. Regina tries to break it with her magic but Pan’s magic is too powerful, but Gold gets through. He tells them that the spell is designed to keep anyone who casts a shadow out and he ripped off his shadow. Neal then realizes that Gold really does want to save Henry. Gold then says Pan knows he ripped off his shadow and it’s a trap for him. Gold then asks Neal to give him back Pandora’s Box so he can finish what he came there to do. Neal gives him the box. Regina threatens Gold that he better save Henry. After Gold leaves, Emma suggests finding a way to block the moon, which is what causes shadows. Regina asks Emma to help her cause an eclipse using her magic as well. Then, Emma and Regina use their magic to cause an eclipse.
Pan then brings Henry to the place where “Neverland’s magic emanates.” There’s a huge hourglass filled with sand that’s almost empty. Pan tells him it shows how much time they have left before Neverland’s magic runs out. Pan senses something is wrong but brushes it off when Henry asks him if something is wrong. He tells Henry he has to take care of something first.
Back in the past, Young Rumple holds the doll his father gave him and cries at the base of the tree, but then his father appears. Young Rumple is overjoyed to see him and asks if he got pixie dust. He says he did but it didn’t work because he isn’t a boy anymore. Young Rumple then says they can go somewhere else where they can be together. Rumple’s father insists he’ll go back to his old ways and can’t be the father Young Rumple needs. Rumple’s father then says he stay there and fly just like when he was a boy if he lets go of the one thing holding him back…Young Rumple. Suddenly, the Shadow reappears and grabs Young Rumple, who begs his father to save him. “A child can’t have a child, Rumple. I’m sorry but it’s true. I was never meant to be a father. You’re better off without me,” Rumple’s father tells him. He lets the Shadow take Young Rumple so he could be young again. Young Rumple drops the doll his father gave him. Then, Rumple’s father becomes Pan as Young Rumple watches.
Back in the present, Gold finds Pan, who sees he has Pandora’s Box. Gold asks Pan where Henry is and he replies, “Oh, my great- grandson?” Pan knows Gold hasn’t told the others who he really is. He asks Gold why and he says because Pan is “nothing but a coward to me.” Gold then says that Pan doesn’t think he could lock him in the box. Pan then says he wants to give Gold one last chance and asks him to stay with him in Neverland and start over. “Do you think I want to be with you? That I could ever forgive you for abandoning me?” Gold asks Pan. Pan tells Gold he’s disappointed and thought he’d be more “understanding” since he did the same thing to Neal so they’re more alike than he wants to admit. Gold replies that he regretted letting Neal go and spent his life looking for him so they’re nothing alike. Gold then says that Pan forgot about him, which Pan denies and asks Gold why he thinks he chose to call himself Pan? Gold doesn’t believe Pan cares for him though he says he does. Pan then asks Gold to put down Pandora’s Box so they could make the fresh start Gold always wanted…together. Gold replies, “Oh, I’m going to make a fresh start. Just not with you.” Gold then tries to open the box, but it won’t open. Pan then shows Gold that he switched boxes. Pan then opens the real Pandora’s Box and traps Gold inside it.
Back in the past, Young Rumple goes back to the two women, distraught and weeping. They take him in. They ask what happened to the bean and Young Rumple says they used it, that his father left him and isn’t coming back. They tell him it’s for the best and that he’ll always have a home with them. Young Rumple then says he lost the doll his father gave him and the women say they’ll make him a new one. Young Rumple doesn’t want them to and says “Peter Pan is gone forever.”
In the past, Rumple’s father now Pan finds the doll and flies off to Skull Rock. The Shadow is there along with the huge hourglass. The Shadow tells him that Skull Rock and the hourglass were created when Pan decided to stay in Neverland. He tells Pan the hourglass represents the magic fueling his youth, the magic allowing him to stay there and to stay young. Pan then asks the Shadow what happens when it runs out. “Your youth will be taken and you will die,” the Shadow replies and adds that Neverland is a place for children to visit in their dreams, not a place for them to live. Since Pan was the first who tried to stay, he broke the rules. Pan insists that there has to be a way for him to stay in Neverland and stay young. The Shadow alludes that there is. Pan says he will find a way.
In the present, Henry is looking at the hourglass as Pan puts down the box. Pan then tells Henry that in order to save magic; he must give him his heart. Henry doesn’t understand at first then realizes he has to give Pan his actual heart. Henry asks what will happen to him and Pan replies that he’ll be a hero. Henry then tells Pan that he knows all magic comes with a price. Pan lies and says the price is that Henry has to stay in Neverland. Henry replies that he’s ready to make the sacrifice then pulls out his own heart. The gang shows up as Henry takes out his own heart. Henry sees Neal is alive as he tells Pan has lied to him. Emma, Neal and Regina all try to convince Henry that Pan has been lying to him and that he means to only save himself, but Henry still thinks his heart will save magic. They still try to convince Henry that Pan just wants to save himself but Henry doesn’t believe them. Neal then tells Henry that if he gives Pan his heart, it will kill him. Pan whispers to Henry that he’d never hurt him. Emma pleads with Henry as he asks Pan why they would lie. Pan replies, “That’s what adults do.” Pan then tells Henry that the gang doesn’t care about Neverland and they’re being selfish because they don’t want to lose him to Neverland. Emma begs Henry to trust them but Pan says that he’s been the only one who has been honest with Henry and believed in him. Pan then tells Henry he has to choose. Neal then tells Henry that they believe in him. “Because we love you,” adds Emma. Regina agrees. Henry says he loves them too, cries and says, “but I have to save magic.” Henry apologizes then puts his heart into Pan. A green shockwave rips through Neverland knocking everyone down, including Hook, Tinkerbell, Mary-Margaret and David. Henry is on the floor as Pan ascends into the air. Emma, Neal and Regina run to Henry’s seemingly lifeless body as Pan smiles above them.