Kurt Flynn and his son Owen are out in the woods camping and practicing braiding at night. Owen is surprised when Kurt gives him his grandfather's braided keychain. As they start on dinner, the wind picks up and the radio goes dead. Kurt dismisses it as an electrical storm but the wind picks up and they put out the fire and get in the tent. A cloud of purple mist sweeps across the forest while Kurt tells Owen that they'll be okay.
The next morning, they emerge from the tent and discover that the entire forest has been devastated. When they look out over a nearby field, they discover that there's now a town that wasn't there before. Kurt and Owen go into town and discover that it's named Storybrooke, and Kurt confirms that it isn't on any maps. Sheriff Graham pulls up, asks who they are, and welcomes them to town.
Regina wakes up in the mayor's bed and goes to window, muttering that she's won. She looks out across Storybrooke and then takes out an expensive dress from her closet. She walks through the town and notices Gold walking down the street while Marco works on the sign of his clock shop. Granny and Ruby are arguing, and Dr. Hopper greets Regina as she smiles and says that it's a beautiful day.
At the school, Mary Margaret is teaching the students about birds and freedom. The bell rings and the kids go out to recess as Regina comes in. She asks Mary Margaret to confirm how long she's been a teacher there and Mary Margaret can only say that she has been there as long as she can remember. Regina takes her to the hospital and asks if she recognizes the man in the coma: David. Mary Margaret doesn't and Regina explains that he's a John Doe in a coma. When Mary Margaret suggests that someone might find him and wake him up, Regina tells her not to count on it.
At the diner, Granny serves Regina breakfast as Graham comes in. She compliments him on his uniform and he asks if she wants him to come over later. Owen asks if Regina likes pancakes and the mayor is surprised that she doesn't recognize him. Kurt comes over and introduces himself, and asks to rent a hotel room for the night. Regina talks to Graham privately and he admits that he doesn't know who the Flynns are.
Regina places a rose on Cora's coffin at the vault. Gold comes in to pay his own respects and admits that Cora will always have a place in his heart. Regina points out that he killed Cora and Gold admits that he was desperate. She's well aware that Mary Margaret tricked her into killing Cora and vows to kill the woman, but Gold points out that if she does then she'll lose Henry. He suggests that she give up her desire for vengeance, pointing out that it has cost her everything, and warns her that she hasn't learned her lesson. When Regina wonders what he means, Gold tells her that no one can have everything that she wants. If she wants vengeance, she'll lose Henry, and Gold advises her to cut her losses. Regina refuses and vows to have both.
At the apartment, Mary Margaret refuses to eat and Henry wonders what's wrong with his grandmother. He realizes that David and Emma are hiding the truth and reminds Emma that she lied to him about his father. Emma decides to tell him the truth and admits that Mary Margaret was partially responsible for Cora's death. Henry doesn't believe it, insisting that Snow White wouldn't hurt anyone. Gold arrives to tell them that Regina plans to strike back at Mary Margaret. He doesn't know anything else but David reminds Gold that he's family now and that he owes Mary Margaret a debt for helping him against Cora.
Regina comes back to the diner and finds Owen sitting in her seat. He refuses to get up and Kurt backs his son. Regina tells them that their mechanic will get their truck fixed ahead of schedule so they can get home to New Jersey. Kurt thanks her for using her influence and leaves with Owen. As they go, Owen takes out the keychain and gives it to Regina as a gift for letting him sit in her seat. She's touched by the gesture and smiles briefly.
Later, Regina wakes up in her bed next to Graham. She goes to the window and looks out, smiling. At the hospital, Mary Margaret sets flowers next to the coma patient, while Regina watches and gloat. Regina walks through town and watches her unwitting victims go through the same motions that they did on the day before. She bumps into Mary Margaret, who nervously apologizes and scurries off.
Things repeat over and over with none but Regina the wiser. However, she soon grows bored with the repetition. The next time she bumps into Mary Margaret, she wonders why the teacher won't fight back. Mary Margaret has no idea why she would and walks away. Regina then goes to Gold's shop and complains that she's not happy. When she reminds him of the deal they made, Gold claims that he has no idea what she's talking about. Regina complains that she isn't happy because no one obeys her because of who and what she really is. When she realizes Gold can't help her, she walks out, calls Kurt and invites him and his son to dinner that night.
Regina searches through the vault's contents and finds a locket with pictures of her and her mother. She continues searching and finally locates a small scroll that belonged to Cora.
A short time later, Gold takes David to the vault and they realize that Regina has gone through Cora's belongings. Gold figures that Regina plans to use one of Cora's spells on Mary Margaret, and realizes that the ingredients necessary for the Curse of the Empty-Hearted is missing. Back at the apartment, Gold explains that the curse can make someone love someone else, and Henry realizes Regina plans to use it on him. The pawnbroker warns that Regina will use it to get everything she wants, and the curse will give her both. The last ingredient she needs is the heart of the person she hates the most. When Emma says that Gold has to help them, he says that he's fulfilled his debt. He warns them that the only way to eliminate the problem is to kill Regina. As David and Emma consider what he's saying, Henry yells at them to stop, saying that they used to be heroes. He runs out and Emma goes after him. Once she's gone, Gold says that Regina's more dangerous than Cora because she has a heart.
Kurt and Owen come over for dinner and Owen says that the food isn't very good. Regina concedes that she isn't a very good cook and asks Owen to pick out some apples to make apple turnovers. When he leaves, Kurt chuckles and admits that Owen is a free spirit like his mother. Regina asks about the woman and Kurt explains that his wife passed away six months ago. He hoped that camping would take Owen's mind off of his mother's death, and Regina says that she came there to start over and things haven't worked out for her. When Kurt asks why, Regina says that she doesn't have anyone to share her life with.
Regina and Owen work in the kitchen and Owen asks her why she isn't a mom. She says that it didn't work out that way and Owen says that he thinks she would be good at it. They talk about his home and Owen says that he hates it in New Jersey because all of the children treat him weird because of what happened to his mother. Regina understands and says that it's like a piece of his heart missing. Kurt comes in and Regina suggests that they could move to Storybrooke. Owen immediately agrees, but Kurt says that their life is in New Jersey. Regina seemingly accepts his decision, but both she and Owen look upset.
Emma takes Henry to the diner where Neal is waiting. She leaves them alone and Henry figures that Neal wants something. He suggests that Henry go to New York where he'll be safe from the curse, but Henry suggests that they figure out a way to eliminate magic from Storybrooke. Neal agrees but suggests that Henry come with him until then. Meanwhile, Greg comes into the diner to get a sandwich. Emma notices and Greg explains that he wants to take a hike to get in some exercise. When Emma points out that he hasn't left, Greg says that the town is growing on him and walks out.
Henry goes to the bathroom and Emma comes over to check on Neal. She's surprised that Henry agreed to go to New York, and then notices that Henry took his backpack with him. They both realize that Henry is running and go after him.
Regina goes to the apartment and breaks in. She finds Mary Margaret sitting on the bed and prepares to remove her heart, but Gold steps out in front of her. Regina warns Mary Margaret that Gold can't watch her forever and leaves.
Regina tells Billy to take his time working on the Flynns' truck, but Billy tells her that Kurt picked up the car ten minutes ago. She then goes to her office and contacts Graham through his imprisoned heart and tells him to arrest Kurt for drunk driving and bring Owen to her... just as Kurt comes into her office to thank her. He hears the entire thing and prepares to leave, but Graham comes in and arrests Kurt for drunk driving. Kurt tries to tell Graham about the heart but he doesn't believe him. Struggling, Kurt manages to knock over the coffer holding the heart, stunning Graham. He runs out to the truck where Owen is waiting and drives away.
Henry bumps into Greg as he runs through the woods. The boy claims that he's trying to get a merit badge and Greg says that he's hiking and taking photos. Henry directs him to the hiking path and Greg wishes him good luck and walks away.
Ruby takes David, Emma, and Neal to the mine, saying the boy was there before. They discover that some of the dynamite is gone and Neal says that Henry wanted to destroy magic.
Henry goes to the wishing well and prepares several sticks of dynamite.
Greg calls Regina and tells her that he saw Henry in the woods. She says that she's on the way and drives off.
Kurt drives through town with Regina and Graham pursuing in a police car. Graham tries to cut off the truck and manages to block them off right before they drive over the town border. Kurt tells Owen to run into the woods and call his uncle, but Owen refuses to go without him. He tells his son that he gave him the keychain so that Owen would always have Kurt with him. Graham drags Kurt out of the truck, while Regina goes to Owen and says that she just wants him to stay with her. She reminds him that he said he liked it there. Owen, crying, tells her that he doesn't want it to be like this. Regina apologizes and lets him go, and Owen runs across the town border.
As Henry lights the dynamite, Regina approaches him and asks what he's doing. He explains that he wants to get rid of magic because it's ruining everything, and accuses her of casting the curse on him. Regina teleports the dynamite away and says that she doesn't want to lose him. Henry says that the curse won't make him love her for real, but Regina says that it's something and that they'll have everything. Henry echoes Owen's words, saying he doesn't want it to be like this. Emma, David, and Neal arrive and tell her to stop, and she prepares to kill them. Henry steps in between them and says that he won't get out of the way until they help him destroy magic. He points out that magic is making good people doing terrible things, and asks Regina to help her. Regina says that she can't, but says there is something she can do. She burns the curse scroll and Henry thanks her, and then goes to hug Emma. They take him away as Regina looks forlornly after her son.
Owen comes back with the police but the captain tells him that there's no town named Storybrooke anywhere in Maine. There's no sign of the town and the captain assumes that Owen is making things up. The boy runs to the edge of the unseen town and promises never to stop looking for his father. On the other side of the magic shield, Regina reaches out to Owen, crying, but can't touch him.
Gold goes to the apartment and tells Mary Margaret that Henry convinced Regina to destroy the curse. As he turns to go, Mary Margaret asks how he can live with himself knowing all of the bad things he's done. Gold says that he tells himself he's done the right thing and tries to convince himself.
Regina hears a knock at her door and eagerly goes to answer it, thinking it's Henry. It's Mary Margaret, who asks Henry to kill her. She explains that it has to end before anyone else dies, and wants Regina to end it there. Regina says that Henry would never forgive her if she did, and admits that she never learns from her mistakes. She then pulls out Mary Margaret's heart and looks carefully at it. She points out a spot of darkness within and tells Mary Margaret that she darkened herself. Regina tells her that once she has, the darkness will only grow larger and larger. Mary Margaret tells her to crush it but Regina refuses to destroy her when she's destroying herself and her family along with her. She puts Mary Margaret's heart back in and says that she can have everything after all, and then orders her away. Meanwhile, in the street, Greg secretly records the entire encounter on his camera and goes back to his car. He takes out a braided keychain and promises his father that he'll find him.