We open in the Fairy Tale land, in the past. Snow is running from the Queen's guards. She comes to a cliff and dives off to allude the guards. She's saved by a mermaids...named Ariel.

Back to the present, in Neverland. Regina is telling Emma to concentrate, but Emma is finding it difficult to do so. Regina tells her "to find your anger and focus," but Emma wants to do it "without going dark." Then, Regina points to the fire. Emma conjured it and didn't even know it. Meanwhile, Mary-Margaret and David have been watching. David is worried about Emma but Mary-Margaret insists that they have to trust her and her power. David replies that it isn't Emma that he doesn't trust. Then, Hook appears. He whispers to Mary-Margaret and David than Pan visited him, told him that Neal is alive and in Neverland. Mary-Margaret doesn't believe Pan. David asks Hook what Pan has to gain by telling him that Neal is alive. Hook doesn't know. Then, Mary-Margaret sees there was a scuffle nearby and believes that Pan is telling the truth. Mary-Margaret wants to tell Emma, but David and Hook stop her because that's what Pan wants and Emma couldn't go through losing Neal again if Pan is just playing games. Mary-Margaret doesn't want to keep this from Emma but Hook and David persuade her to so until they have confirmation that Neal is really alive.

Back to the past. Ariel asks Snow what possessed her to.jump off a cliff. She says that she was being chased by the Queen's guards and that running can make you do crazy things. Ariel replies that she knows about doing crazy things. Snow deduces that Ariel is in love and then Ariel tells Snow about Eric, hoe he's a human Prince that she rescued from a shipwreck a year earlier. He was unconscious but she fell in love with him at first sight. Ariel then tells Snow about a celebratory "Under the Sea" ball at his castle that night to honor the sea goddess Ursula and that she was hoping to meet Jim there. Snow then asks Ariel how she would accomplish that, being a mermaid. Ariel then takes her tail.out of the water and her tail becomes a pair of legs. Ariel tells Snow about the mermaid legend that once a year at high tide, the sea goddess Ursula grants mermaids the ability to walk on dry land for one day until they next high tide. Snow tells Ariel that since she saved her life, she'll help her win Eric's heart. Ariel thanks her then tells Snow that Eric doesn't know she's a mermaid and asks Snow to keep her secret...for now. Snow agrees.

Back to the present. Mary-Margaret blurts out to Emma that Neal is alive. Emma is shocked.

Gold is elsewhere in Neverland, trying to see the future. Pan appears and tells him that he can't see the future in Neverland. Gold replies, "I may not be able to see the future here, but I can make one happen." Pan asks Gold if that's a threat. Pan then taunts Gold that he lost Neal again and he can't get Henry because he?d have to go through him, which Gold can't do. Gold then says if Pan die., everyone's troubles end. Pan replies that for that to happen. Gold would have to die too. Pan then tells Gold to leave Neverland, but Gold says that he won't abandon Neal and Henry. Pan then says if he did save them, they would never forgive him for all of the horrible things he's done. Gold replies that Pan doesn't know that. Pan then asks Gold if he's forgiven his father. Pan tells Gold to go back to Belle in Storybrooke, start a new life and new family with her because they both know that's Gold's only future.

Back to the gang. Regina insists that Pan is "toying with us." Mary-Margaret shows Emma and Regina the scuffle marks, but Regina asks how they know it was Neal. Regina can't believe Emma's falling for Pan's trick and wants to go save Henry on her own. Emma insists they stick together. Regina disagrees and goes off on her own. Emma questions if Pan is playing games with them, but Mary-Margaret tells her that she owes it to Henry and herself to find out if Neal is alive.

Back in the past. Snow and Ariel are at the ball. Then, Ariel sees Eric. They lock eyes and he smiles at Ariel. Snow then urges her to go to him. Ariel walks towards Eric, but trips and falls. Eric then offers his hand to her and asks her to dance. She agrees. They introduce themselves and Eric tells Ariel that she looks familiar and asks if they've met. Ariel replies that they haven't. As they dance, Eric says that he's seen her face in a recurring dream of his when he was saved from a shipwreck. Ariel says he must be wrong, that since she's human, how could she have saved him? Eric then says that Ursula saved him and showed him a vision of his future and he saw Ariel's face. Ariel insists that Ursula is myth but Eric questions if she really is. Eric then asks Ariel what brought her to his kingdom. Ariel replies that she wants to see the world.

Eric then tells Ariel that he's leaving the following day on an expedition to do just that. Eric then asks Ariel to come with him. Ariel hesitate. Eric then says that he'll wait for her the next morning and be filled with joy if she comes, heartbroken if she doesn't, but he'll understand. They stop dancing and Ariel goes back to Snow to tell her what happened. Meanwhile, the Queen is watching through her magic mirror. She kills one of the guards who was chasing Snow and then tells the other that she has an idea.

Back to the present. Pan watches the gang explore the "Dark Forest." Felix then asks Pan what they should do with Neal. Pan says they need to.move him to the Echo cave.

Gold conjures up Belle again. He tells her that he doesn't know what to do. Belle tells him to come back to Storybrooke so they can start a new life and family. Gold insists he can't abandon Neal and Henry and she's just s regiment of his subconscious, but Belle says she's really there. She then takes Gold's hand and tells him to wish them home. Then, Regina appears and uses magic to start choking Belle. Gold wants Regina to stop but she says she's showing him how he's being tricked. Suddenly, Belle disappears in a puff of purple smoke and The Shadow appears in her place then flies away.

Emma tells Mary-Margaret that she kissed Hook. She asks her why. Emma says she doesn't know. Mary-Margaret asks if it meant anything and Emma says that it was just a kiss. Mary-Margaret then tells Emma that she understands that she doesn't want to open herself to the hope that Neal is alive but that she should. Emma a asks her why and Mary-Margaret replies,"Because you deserve a happy sending. "

Back to the ball. Snow encourages Ariel to go with Eric. Ariel says that she can't make him choose between her and his dream. Snow asks if she's afraid if Eric's choice. Snow then tells Ariel to be honest with Eric and open her heart to him. Ariel replies that she needs time to think. Snow says she's got four hours left and that she'll be there if she needs her. Ariel goes to the ocean and asks Ursula what she should do. She gets no answer. She throws a rock into the ocean and starts to walk away when something starts to come up from the ocean. It's the Queen masquerading as Ursula.

Regina can't believe Gold almost fell for Pan's trick. Regina tells Gold that to rescue Henry, she needs Rumplestiltskin. Gold replies that Rumplestiltskin can only stop Pan by dying. She replies that if he dies, she'll be the one to kill him. Regina insists that the Evil Queen and "The Dark One" joining forces could defeat Pan, but Gold reminds Regina that s she's never faced Pan and he has. Regina suggests finding another way to beat Pan so Gold doesn't die. Gold suggests "a fate worse than death" and tells Regina that he has something in his shop back in Storybrooke that would do.it. Regina yells at him for not bringing it and they have to just cross realms and get it.

"Ursula" tells Ariel she can help her with her dilemma regarding Eric. "Ursula" tells Ariel that Snow was wrong telling her that she should tell Eric the truth because if she did, Eric wouldn't accept her. "Ursula" then tells Ariel that she can "keep your legs, be a part of his world forever, without ever telling him your secret that you're a mermaid, are you interested?" Ariel says she is. "Ursula" chuckles.

Ariel then goes to see Snow and tells her something amazing has happened...for them both. She tells Snow she's been given a gift that will let her be with Eric and allow Snow to escape the Queen. Ariel puts a magic bracelet on Snow and she turns into a mermaid. Ariel tells Snow she got the bracelet from "Ursula" and Snow can have her tail and she can keep her legs. Ariel says that Snow can escape the Queen by sea, where the Queen can't follow. Snow insists that "Ursula" is a myth. Ariel then says she's real. Then, the Queen appears and Ariel thinks it's "Ursula" but Snow says it's the Queen.

The gang finds where they think Neal is being held. David questions why there aren't any guards. Hook says guards aren't needed because the only way inside is to reveal a secret...your darkest secret. Hook goes on to say that Pan wants then to rescue Neal because they'll have to reveal their darkest secrets, which Pan believes will destroy them.

The Queen chuckles that she forgot to mention who ever wears the bracelet can't take it off as Snow struggles with her new fin. The Queen orders Ariel to.leave but she won't until she helps Snow. The Queen says Ariel can join Snow or go and have her happy sending. Snow insists that Ariel go. Ariel apologizes to Snow and goes as the Queen chuckles. The Queen then starts using magic to choke Snow, but then Ariel returns and stabs the Queen with a fork she took from the ball. She then takes the bracelet off of Snow and throws it away. Ariel's fin returns as do Snow's legs as they dive into the ocean. The Queen is seething with anger as they swim away.

The gang goes into the cave and find Neal trapped in a cage, but there's a 100 foot gap between them. Hook reveals that he kissed Emma. David gets mad but Emma says she told Mary-Margaret so it isn't a secret. Hook says that wasn't his darkest secret. His darkest secret is that he didn't believe he could ever let go.of his first love, Milah, but when he met Emma he learned he could. Suddenly, part of a bridge between them and Neal appears. Then, Mary-Margaret reveals that she hasn't been able to admit to being angry they missed Emma's childhood...so when they get home, she wants another baby. More of the bridge appears. David says he would love to but it can't happen with him. David then reveals he was dying of Dreamshade and Hook saved him with spring water, but he stays alive only if he stays in Neverland. The rest of the bridge appears.

Emma tries to free Neal, but she has to reveal her darkest secret. Emma reveals that she never stopped loving Neal but she was hoping he was dead because it would easier for her to put him behind her than face all the pain again. The cage disappears and they embrace. Neal thanks the gang but David reminds them they still need to save Henry. Hook tells Neal they found his star map and asks if he knows how to leave Neverland. Neal says once they get Henry he can get them home. Hook then says they need to find Tinkerbell and get Henry. Alone, Emma apologizes to Neal and says she wishes she could change what she feels but she can't. Neal says she doesn't have to apologize. He then says his secret is that he's "never going yo stop fighting for you...ever." Hook watches them, hidden.

David tries to explain to Mary-Margaret why he didn't tell her about the Dreamshade but she doesn't want to talk about it.

Snow gets to shore and tells Ariel to go Eric and tell him the truth. Ariel thinks it's too late. Snow thinks Eric is still waiting for Ariel. Ariel thanks Snow as she yells at her to go. Ariel goes.

Eric is told that it's time to leave. He wants to wait a little longer. Ariel goes to yell to him but finds she has no voice. Eric leaves and the Queen appears telling Ariel that she told her there would be no second chances. The Queen then says she took Ariel's voice. Ariel cries as the Queen says Ariel and Eric will never know true love. Ariel then goes back into the ocean.

The Queen goes back to her castle, but then the real Ursula reveals herself.

Regina blows into a shell. Ariel appears and Gold sees its true that mermaids can cross realms. Regina says Ariel will help them and gives her back her voice. Ariel asks why she would help them. Regina says because she can give Ariel what she wants, "I can give you legs, Ariel," Regina tells Ariel. She then tells Ariel that Eric is in Storybrooke.

image: ABC