So, a kind of ho-hum episode of 'Once Upon a Time'. We find out how Emma and Lily broke up as teenagers, and how they got back together as adults. As with most such reunions, we find out that Lily knows aboiut Storybrooke and has sometime been scheming to get back there so she can get revenge on David and Mary Margaret, who turned her onto the path of darkness. All of which she found out because... the Apperntice told her for some reason?
Gold makes anonther, "Yep, I hosed you over and I'm really really sorry, Belle" speech. And we find out that Zelena is pregnant with Robin's child. The former is getting a bit repetitive, as they push the whole "Belle wants to get back with her abusive husband" angle one more time. And these days, pregnancy as a weapon seems to be the go-to position for fantasy shows. See also 'Grimm'.
Overall, this appears to be the setup for the penultimate episode, which in turn sets up the two-hour season finale. A few pieces moved into place, but nothing huge happens on its own.
The Apprentice informs the Sorcerer that the Apprentice has violated the rules and channeled the Savior's darkness into Maleficent's child Lily. The Sorcerer says that the girls' fates are intertwined as they always have been and always will be, and the Apprentice shows his master the book holding the trapped Isaac.
As Emma watches from nearby, Isaac and Gold buried Cruella. Isaac puts a napkin from the club where they met on the coffin and says that he'll miss her. Gold points out that Emma had to kill someone, and they need to make sure that Emma continues along the dark path for both their sakes.
At the diner, Emma tells the others that she wants to go after Gold and admits that she regrets killing Cruella but has to make Gold pay as the person responsible. Maleficent arrives and says that she'll help them, if Emma helps her track down her daughter. Emma agrees and asks what Maleficent knows of the child, and Maleficent says that Gold told her that the child was named Lily and she was sent to Minnesota. Emma realizes meeting Lily as a teenager and checks the records, and confirms that the Lily she knew was Maleficent's daughter.
In Mankato, Minnesota, in 1999, Emma is taken in by Bill and Katie, who have two sons. They're going on a camping trip and have Emma check the supplies. Bill says that they're happy that Emma is going on her first family vacation with them, and Emma goes to the garage to get a sleeping bag. She finds Lily hiding in the garage, and her friend says that she didn't have anywhere else to go. Lily begs Emma to help her, explaining that she's in big trouble, and reminds her that they promised each other that they'd be best friends forever. Bill comes in and wonders who Lily is, and Lily speaks up and says that her foster family just moved into the neighborhood.
Emma tells Regina that she and Lily were friends, and Regina figures that Fate brought them together rather than coincidence. She suggests that they push back against Fate by going to NYC together. Emma says that she doesn’t need Regina's help, but Regina says that she needs Emma's help because she doesn't know much about the real world.
Gold and Isaac watch Belle walking down the street. Isaac wonders why Gold is letting Emma leave town, and Gold says that that the trip will darken Emma's heart faster than they could. He sees Belle and Will walk by and tells Isaac that there's something that he needs to do.
Emma says goodbye to Henry and Hook, and Hook warns her not to give into the darkness. He assures her that he knows all about it from when he turned from good to evil. However, Emma has her son and her parents to fight for, as well as himself. Mary Margaret tries to hug Emma, but Emma refuses and merely tells her to watch over Henry. Regina brings the Snow Queen's scroll so that they have magic that they can use in the real world, and one of Emma's contacts calls her with Lily's address. Emma points out that it's in Lowell, Massachusetts, near where she lived five years ago, and Regina figures that it's Fate again. Emma admits that the last time that she saw Lily, she pushed her away.
Bill asks Lily to join them for dinner and she accepts. One of the boys, Max, notices Lily's birthmark and asks about it, and Lily says that it's okay. Lily says that she and Emma met in a group home. Emma walks out, angry, and Lily goes after her. She insists that they can't tell Emma's foster parents that they met when Emma was shoplifting, and Emma says that she doesn't want to lose her new family. As they talk, the news runs a story on a robbery at nearby grocery store and Emma realizes that one of the masked thieves was Lily.
Emma and Regina go to Lily's last address and discover that it's a tenement in a bad part of town. The landlord tells them that Lily was drinking and died in a car accident two years ago. When he calls her a loser, Emma grabs him and slams him against the wall. Regina stops her before she can hurt the man, and Emma walks away.
Once Belle leaves Will at the pawnshop to babysit Neal, Gold comes in and tells will that he may have a use for him. He needs a thief to steal Belle's heart from the mayor's office where Maleficent is guarding it. will refuse but Gold warns him that he's not giving him a choice.
As they drive off, Emma refuses to talk about what happened. Emma insists that she was mourning a friend, not turning dark. She blames herself for Lily having the darkness that was meant for her. A wolf appears on the road ahead of them and Emma swerves to the side. The wolf runs off, whimpering, and Emma remembers that the same thing happened the first time she tried to leave Storybrooke. Regina points out that they have a flat and they go to a nearby gas station to get coffee and a new tire.
At the diner, the waitress gets Emma coffee, and Emma sees the birthmark on her wrist. The waitress' nametag says "Starla," and Regina comes in and says that the car is being towed in. Emma tells Regina that the waitress is Lily.
Lily insists that it was her boyfriend's idea and he tossed a gun to her before she knew what was happening. Emma says that she can't stay there and offers her enough money to get out of town. Lily refuses to leave town without a necklace that belonged to her mother, and asks Emma to get it so she doesn't have to confront her boyfriend. Emma reluctantly agrees and tells Lily that after that, she's gone.
Lily goes outside to smoke, and Emma approaches her and says that she knows who she really is. She says when Lily showed her the mark, and Lily realizes who Emma is. Lily says that she got into trouble with some bad people and then made a fresh start of it, and Emma tries to explain how they're connected by Fate. She says that Lily's problems are her fault and asks her to come with her, but Lily says that she doesn't need help and her life is great. Lily insists that she has a wife and daughter and she doesn't need Emma to blow it apart, just as a school bus pulls up. Emma apologizes, but Lily claims that she hasn't thought of her in years and walks away.
Regina comes out and tells Emma that the car is fixed. Meanwhile, Lily goes up to a girl getting off the bus and offers her free burgers for a week if she walks with her. The girl agrees and the two of them leave, as Emma watches suspiciously.
At the mayor's office, Maleficent contemplates her baby's rattle. David and Mary Margaret arrive and Maleficent tell them to leave, but they ask her to let them hear them out. They say that they're to apologize, but Maleficent says that they need to apologize to Lily. The Charmings promise that they'll do whatever it takes, but Maleficent warns them that they turned Lily into a monster. She wonders why Lily should forgive them if she won't.
Emma takes Lily's time card with her address, and tells Regina that she could sense Lily was lying.
That night, Emma goes to the apartment that Lily is squatting at. She finds the necklace and goes back home, and calls to Lily. Bill and Katie ask where she's been, and Emma claims that she was looking for a lantern. Her foster parents say that Lily stole their vacation money, and they called Emma's social worker and found out that Emma and Lily met when they ran away. They also called the police and found out that Lily was a suspect in a robbery. Emma says that she knew and Bill is upset that she endangered "their children." Shocked, Emma storms out.
Emma and Regina go to Lily's apartment and confirm that there are no signs of a parent or child. They look around and Regina finds a board showing Lily's attempts to find Storybrooke and the Author. Emma realizes that Lily already knew and finds photos of Charming and Snow White. The Volkswagen starts up and Emma and Regina run out to see Lily driving away. Regina warns that the scroll was in the car and now Lily has a way to Storybrooke. Emma steals a nearby car and they drive off after Lily.
Gold goes to the mayor's office and Maleficent invites him inside to get Belle's heart. He confirms that there's a magical trap on the door, and Maleficent says that once she has her daughter back, the Savior will be fine. Gold suggests that Lily may be the one who keeps Emma off of her dark path, and then says that he already has the heart. Maleficent turns to see Will leave with Belle's heart.
Emma drives after Lily and Regina warns her not to do anything that she might regret. Undeterred, Emma points out that Regina plans to kill Zelena if she harms Robin, and Regina warns that she's starting to sound like a villain.
Emma waits at a bus stop and Lily approaches her. She suggests that Emma thank her for setting her free. With the cash she stole, they can go anywhere they want. Lily points out that they turned on Emma the moment they suspected her, but Emma says that Lily has no idea what being an orphan is really like. She throws the necklace at her and tells her to go back to her family, leaving her alone. Lily admits that her family kicked her out and things have gotten worse after Emma left. She insists that she tries to make better choices but it's like her whole life is darkness and Emma is the only thing that changes it. Lily begs Emma to help her, but Emma says that she's better off alone and walks away.
Emma catches up to Lily and finally manages to cut her off. Lily admits that she knows the truth now, but refuses to say how she learned it. She blames Emma's parents and Emma shoves her to the ground. Lily gets up and punches Emma, and the headlights of the Volkswagen blow out as a storm gathers overhead. As Regina looks up, Lily says that David and Mary Margaret were monsters to both of them, and yet Emma is ready to die for them. Emma draws her gun and Lily tells her to put her out of her misery because they both know her life isn't worth saving. She promises to destroy everything if Emma lets her go, and tells Emma to be the hero and end it.
Regina tells Emma to put the gun down, warning that she'll ruin her own life if she pulls the trigger. She says that if Emma crosses the line then it won't be easy to go back, and it's what Gold wants her to do. After a moment, Emma puts the gun away.
Lily is on a bus to Pittsburgh and contemplating the necklace. The Apprentice sits next to her and compliments her on it, and says that it matches the birthmark on her wrist. He says that he has answers about who she really is and why her life has always felt wrong. The Apprentice admits that he's partially responsible for what has happened to her, and says that she's not responsible for her own misery. He starts by telling Lily about her mother.
Lily asks Emma why she didn't kill her, calling herself the anti-Savior. Regina gets a call that Maleficent has lost the heart, and Emma invites Lily to come with them. Surprised, Lily takes her hand and goes with her.
Will returns to the pawnshop and Belle realizes that something is wrong. He shows Belle her heart, and Gold comes in and explains that Regina took it. He says that both he and Will care for her, and admits that he spent every day of their marriage deceiving. Now it's too late, and if he continues hurting her then there's no hope for him. Gold puts Belle's heart in her chest but says that Will will protect her because he's unworthy. Once Gold leaves, Will takes Belle's hand but she pulls away to look after her former husband.
Regina, Emma, and Lily go to Robin's apartment and he wonders why Regina is there. Robin confirms that Marian is at the store, and Regina says that they have to act fast. They go inside and Regina explains that Marian is a disguised Zelena who killed the real Marian. "Marian" arrives and Regina says that she told Robin everything. She demands that Marian hand over the magic that she's using, but Robin insists that he's with Marian now. Zelena drops the glamour and Regina tells Robin that they have to leave. He refuses, saying that he can't leave Zelena there... and explains that Zelena is pregnant.