Regina Mills

"Have you ever considered that, perhaps, maybe, I am good? I was always the Queen, it was you who added "Evil" to my name."

- Regina to Mary Margaret Blanchard

Regina Mills is a character on ABC's Once Upon a Time. She débuts in the first episode of the first season. She is portrayed by starring cast member Lana Parrilla, and is the Storybrooke counterpart of the Evil Queen.

History
After the enacting of the Dark Curse, Regina wakes up in a new world, and realizes she now has everything she has ever wanted. She is mayor of the town Storybrooke, and spends the first few days of her new life adapting to the town. She visits school teacher Mary Margaret, and shows her to the hospital's coma patient, John Doe, and asks her if she knows who that is. Mary Margaret has no recollection of who that man is, and expresses hope perhaps a loved one will find him someday. Smiling at the irony, Regina agrees that would be great for him, but not likely.
 * -|During the Curse=

At Granny's Diner, she is served some apple pancakes when Sheriff Graham stops by. He shows interest in Regina, and asks if she wants him to stop by at night. Just as Regina is about to respond, a small hand tugs at her. She looks down to see a young boy commenting that he likes apple pancakes, too. Surprised at the unfamiliar face, she asks who child he is. Nearby, diner customer Marco answers he was never so blessed to have a child. A man states the boy is his son, and introduces himself as Kurt Flynn. Kurt and his son, Owen, have decided to stay in town for a bit while their car is getting fixed.

Regina reenter the diner later to see Owen sitting in her usual seat. Though she tries to get him to give up the seat to her, Owen states plainly he is already sitting in it. Giving up, she takes the seat next to Owen and tells Kurt the car will be fixed in a week. Kurt is surprised, and was told it might take two weeks, but Regina smiles wryly and says things are sped up now that she as mayor has spoken up. Kurt is extremely grateful, and he and Owen proceed to leave the diner. Just before Owen heads out the door, he decides to give his handmade lanyard keychain to Regina. She is confused at his gesture, but Owen says it's a gift for allowing him to sit in her seat. Touched, Regina accepts the gift and twirls it in her hands.

The euphoria of the first few days begins to wear off for Regina, and she grows quite unhappy. She goes to see pawnshop owner, Mr. Gold, to discuss the deal they made in the previous land; she as the Queen and he as Rumplestiltskin. However, Mr. Gold is confused and does not understand what "deal" she is talking about. She explains the town is not what she wanted; everyone in it obeys and does what she wants not because they truly want to, but because they have no choice, and therefore none of it counts as "real".

Lonely and craving company, she calls to have Owen and Kurt over for dinner. Despite that Owen does not like her lasagna, she takes it in stride and has a fondness for him. Regina sends him off to the kitchen sink to pick out the healthy apples to make apple turnovers for dessert. After Owen is gone from the room, Kurt chuckles at Owen's responses to Regina; describing him as a "free spirit", which he got from his mother. Regina learns Owen's mother passed away six months ago. This is the reason Kurt brought Owen on a camping trip; in the hopes new surroundings might help his son take his mind off things, but it has not worked. Regina remarks she, too, is looking to start over, but has not turned out how she wanted it to be because even with a new life she has no one to share it with. Their discussion is interrupted by Owen calling from the kitchen to make dessert.

Later, Owen watches as Regina places the turnovers into the oven to bake. As she takes off her chef's uniform, Owen asks why she is not a mother. Startled by the spontaneous question, she responds it just did not work out that way. Owen says it is too bad because she would be a good mother. Regina beams at his praise. They talk as the turnovers are baking. Owen opens up to her about how much he dislikes being around the other kids at school, and they treat him differently since his mother died. He is frustrated no one gets "it", which is how his mother's passing affected him, and in Regina's words, "it's like a part of your heart is missing".

Soon after, Regina suggests to Kurt that they could stay in town permanently. Owen is excited at the prospect, but Kurt turns down her offer. Regina appears to understand, but tries to find another way to delay their leave. She asks the local mechanic, Billy, to stall the fixing of Kurt's car for a longer period. But, Billy states that is not possible as Kurt already came to pick up his car. Regina is shocked, and asks when that was. Billy says it was ten minutes ago.

With no other option left, Regina resorts to using Graham's heart to manipulate him into arresting Kurt for the false charges of drunk driving. Just as she finishes giving the command and turns around in her chair, Regina sees Kurt; who has overheard everything she said. Desperately, she tries to explain, but Kurt is uneasy and says a hasty goodbye. As he is backing away to the office exit, Sheriff Graham bursts in to wrestle and pin him against the desk. Kurt yells at Graham about Regina controlling him in some form, and manages to knock the box containing Graham's heart to the floor. The heart presumably hits the floor, and as Graham gasps in pain as his grip on Kurt loosens as well; allowing him to get away.

In Graham's sheriff police car, he and Regina follow Kurt's car as Kurt attempts to drive out of town. Momentarily, Kurt is able to lose them and nearly makes it to the town border, but Graham's car speeds out of nowhere and blocks the way out. Eventually, Kurt distracts Graham and allows himself to be cuffed whilst he shouts for Owen to run and not look back. Owen is hesitant to leave his father behind, and stops in horror when he sees Sheriff Graham cuffing his father. Regina approaches him slowly, and tries to calm him down. Owen questions why she is doing this. She only wants him to stay with her, but reluctantly lets him go after he says he does not want to; not like this. She understands, and watches as he runs out of the town border.

Later on, Owen brings police officers to the border of Storybrooke in the hopes of finding his father. Alas, the police officers cannot see the town at all despite Owen's stubbornness in continuing the search. Regina, on inside of Storybrooke's border, watches with tears in her eyes at Owen's sorrow. Her hand almost passes the town barrier to touch Owen, but she draws back after the police officers pull him away.

Regina, with the help of Mr. Gold, at some point adopts an infant who she names Henry Mills. Years later, Henry runs away from Storybrooke to Boston and seeks out his birth mother, Emma Swan. Emma brings Henry back to Storybrooke, and Regina meets her for the first time; still unaware of Emma's blood relation to Henry. She thanks Emma for returning him to her, then invites her in for a glass of apple cider. They have a quick discussion about Henry, and Regina becomes concerned once she realizes that Emma is Henry's birth mother.

The next day, Henry disappears from Regina's sight once more, and Emma again brings him back to Regina's house. Regina tells him to get inside and thanks Emma again. In just a matter of spending time with Henry for a few hours, Emma grows attached to him. She begins telling Regina about him, but the mayor cuts her off midway and warns her to stay away from Henry, which catches Emma off-guard. That day is the beginning of their rivalry.

Regina goes out of her way to have Emma arrested, revoke her privileges (like putting a boot on her car), and making her feel like she is not the best choice to be Henry's "real" mother. With each attempt, Emma becomes more intent on staying in Storybrooke.

After another threat, Regina finds Emma in her backyard cutting down her apple tree with a chainsaw. When confronted, Emma tells her to leave her alone because the mayor has no idea what she is capable of. She warns if Regina threatens her again, she will come back for the rest of the apple tree.

The coma patient, John Doe, who recently awoke and wandered out of his hospital room into the town forest is found and resumes his stay in the hospital to recover from the ordeal. Regina shows up with a blonde woman, Kathryn Nolan, John Doe's wife, who has been anxiously searching for him. John Doe's real name is David Nolan. The reunion of Kathryn and David stirs something within Regina and she tells Emma that she is willing to look past all previous encounters and forgive everything, to Emma's disbelief.

Later, at a party celebrating David's return, Regina finds an upset Kathryn hiding out in the kitchen. After some prodding, Kathryn admits that she is afraid that despite her best efforts, David is drifting farther and farther away from her instead of the two growing closer. Regina encourages her to go after David, telling her about her previous love and how she lost it because she did not fight for it. They become friends over their similarities.

Regina quickly grows suspicious of the growing relationship between David and Mary Margaret. When David runs into her on his way to visit Mary Margaret, she purposefully gives him the wrong directions. As a result, he goes into Mr. Gold's shop and remembers his past life - that is, his life with Kathryn before he became John Doe.

That night, Emma takes Graham's shift and patrols the streets. She passes Regina's house, and is stunned to see what she thinks is a burglar climbing out of the second story window. Once the unknown person jumps down, Emma apprehends him and sees it is Graham. She catches on quickly that he is having an affair with the mayor.

Graham ends up falling for Emma and kisses her, which make his memories of his fairy tale life in the Enchanted Forest surface. Emma rejects him, and in his confusion, he seeks solace in Regina.

That night, he wakes up in Regina's bed after a nightmare and tells her about his recurring dreams; dreams that feature a wolf, Mary Margaret, and a forest. She tries to convince him that it is just a dream, but he disagrees with her and tells her that it feels like a memory. Graham decides to go get some air, and sees the wolf he saw in his dreams. The next day, he enlists Emma's help and she reluctantly agrees to help him "find his heart." Henry tells Graham that Regina took his heart and hid it in her vault, so he and Emma are led by the wolf to the cemetery where they are kept.

Regina catches them snooping around her father's tomb, and Graham proceeds to end his affair with her. Regina is devastated and, after a brief discussion with Emma, the two have a scuffle. Graham pulls Emma away and they leave. Regina, meanwhile, puts her flowers on her father's grave, pushes the tomb aside and descends into her vault. She takes out Graham's heart and squeezes it to dust, killing him.

Two weeks after Graham's death, Regina fires Emma Swan as deputy and appoints Sidney Glass as Sheriff of Storybrooke. Emma challenges this action, and the two end up in an election for sheriff. Emma wins after exposing Mr. Gold for setting up a fire that had endangered both hers and Regina's lives previously, which causes the mayor to fire Sidney from his position as editor of the Storybrooke Daily Mirror.

A few days after that, Regina comes to Mr. Clark's store after he reports Henry shoplifting. She realizes that Henry did not steal the candy and pins the blame on two orphans, Ava and Nicholas Zimmer. She instructs Emma to take them home, which she does. Then she and Emma have an argument after both of them find out that the two are orphans. She wants to send them to a foster system in Boston while Emma wants time to find their father.

Regina forces the deputy to take them to Boston, but just as they are leaving Storybrooke, Emma's car breaks down. She calls Michael Tillman, the orphans' father, and he comes and, after much persuading, takes the two children home with them.

The next morning, a mysterious stranger is fixing his bike in front of Regina's house. Henry questions him and is spotted by the mayor, who becomes anxious about the man's sudden appearance in Storybrooke. She orders Emma to gather some information on him. Then she runs into Mary Margaret and tells her to stay out of Kathryn Nolan and her husband's personal lives. The next day, she witnesses Mary Margaret and David Nolan kissing in the street.

Later, she and Emma get into another argument in the diner, leaving Emma upset at the table. Sidney Glass suddenly sits across from her, obviously drunk, and proposes that the two join forces to show the town what Regina's true nature is like. He reveals that he was fired after he lost the election, and has hated her ever since. Emma is hesitant and does not want to collaborate with him.

Later, she witnesses Regina tearing down Henry's castle for "safety concerns" and grows angry. She calls Sidney and says that she agrees with him; the mayor needed to be exposed. The two meet up in a tunnel, where Sidney reveals that $50,000 is missing from Storybrooke's treasury. They later bug her desk, discover plans for a new "house" that Regina is building in the middle of the woods, and publicly expose Regina's greed at the town hall meeting.

The "house" is actually an up-to-date, modern playground for the children of Storybrooke. Emma and Sidney leave the meeting, dejected and humiliated. Regina confronts her outside of the town hall and threatens her with a restraining order if she does not stay away from her or Henry.

Emma goes back to the diner and is joined by Sidney. They agree to become allies and clink beer glasses, vowing that they will expose Regina next time. However, only a few hours later, Sidney is replaying their conversation to Regina, who praises him on his efforts. The whole thing has been a hoax to embarrass Emma, and Sidney is all too willing to help Regina spy on her.

With Emma out of the picture, Regina focuses on a more important enemy: Mr. Gold. She deliberately corners him, hoping to ask him some questions, but Mr. Gold repeatedly dodges her with a well-placed "please", which is the enchantment Rumplestiltskin asked to have in his new life in exchange for telling her how to cast the Dark Curse. Whenever Mr. Gold ends a command directed at Regina with "please", she has no choice but to obey him.

Regina has her suspicions about who Mr. Gold really is, and comes up with a plan to get the truth out of him. She witnesses Mr. Gold take away Moe French's flower delivery service truck due to not paying the rent on time, and deliberately coaxes him to steal some of Mr. Gold's things. Seemingly as payback, Mr. Gold later sees some of his things missing, and suspects Moe French stole them. Mr. Gold enlists the help of Emma to get his things back, but he expresses extreme dissatisfaction when he notices one of the items in particular is missing.

Mr. Gold takes it into his own hands to sort out the problem, and confronts Mr. French by kidnapping and tying him up. He takes him to a shed, and interrogates him about the missing item. Simultaneously, while berating him about someone he only names as "she", he beats Moe French into a pulp until Emma storms in. Emma arrests him for physical battery when she sees his anger towards Moe stems far deeper than just over a missing item. Mr. Gold is placed in the Sheriff's office jail cell. Regina visits, and distracts Emma by giving her an hour's worth of free time with Henry so she can be alone with Mr. Gold.

Only then does Regina come clean about having subtly suggested to Moe French about stealing some of Mr. Gold's precious belongings to get back at him. But she also says her intention in doing so is because she wanted to know something. Regina asks for his name, and he says it has always been Mr. Gold in his entire lifetime.

But when she questions, "What about places elsewhere?" Mr. Gold pauses, and declares, "Rumplestiltskin", showing that he, too, harbors memories of his life in the Enchanted Forest. Regina mockingly hands back the chipped teacup he was searching for, which was Mr. Gold's motivation in beating Moe French because the item is very important to him.

Mr. Gold tells her nothing has changed from the previous world, and that he is still more powerful than she is. Ironically, Regina does have one upper hand he does not know about. After leaving, she goes to the psychiatric ward of Storybrooke's hospital, where she checks up on a mental patient. She is the girl Mr. Gold met in his previous life as Rumplestiltskin, and his chipped teacup is his only lasting memento of her. Mr. Gold believes her to be dead since Regina—as Evil Queen—had told him the girl killed herself.

A few days later, she gives Henry a video game from the 1990s as an apology for tearing down his "unstable" playhouse. Henry is unenthusiastic, but accepts her apology, and their conversation is stopped short by Kathryn. When they are alone, Kathryn tells Regina about David deciding to leave her, to which Regina replies, "that home wrecker."

Confused, Kathryn asks what she means, and she reveals that Mary Margaret and David had been having an affair. Kathryn becomes furious and accuses the mayor of lying to her, which was something that friends did not do, and leaves her office.

Kathryn confronts Mary Margaret at her school about the affair, and sometime after cooling down, she returns to Regina and apologizes for her behavior. She tells her that she was accepted into a law school in Boston and casually drops hints about the Dark Curse - that she had always been afraid to leave Storybrooke, that she and David never really felt right to her, etc. She also reveals that she had left a letter for her ex-husband to find at her house; encouraging his and Mary Margaret's relationship.

Regina becomes alarmed and, after Kathryn leaves for Boston, enters her house using her skull keys located in her desk. She takes the letter and burns it. Kathryn mysteriously disappears the moment the letter is gone.

During the Miner's Day Festival, Mary Margaret is publicly shunned by the residents for the scandal between her and David. In secret, Regina takes a can of red spray paint and sprays "TRAMP" on Mary Margaret's car window for the whole town to see.

Emma Swan later discovers Kathryn's car wreck and determines her to be missing. At first, all evidence points to David Nolan, Kathryn's estranged husband.

Regina confronts Emma over David's arrest several times. At the beginning of the investigation, Regina implies that she will have her fired if she discovers that she is shielding David from the justice of the law. When David is found in a trance-like state, Regina is called, as she is still his emergency contact, and demands his arrest.

However, Emma defies her and sends Ruby, her new found assistant, to the Toll Bridge in search of more evidence. Ruby discovers a box with a human heart in it. Emma runs some tests, which confirm that the heart belongs to Kathryn and that Mary Margaret's fingerprints are on it.

Emma takes mug shots of Mary Margaret, and has no choice but interrogate her with Regina as the third party to make sure she remains unbiased. Regina hints that Mary Margaret was very capable of murder, and leaves.

Shortly after this, Regina makes a deal with Mr. Gold—she will keep him out of prison for beating Moe French if he swears that he will get Mary Margaret out of Storybrooke. Mr. Gold agrees. They plant a key to the cell in Mary Margaret's cell, and she escapes.

Emma finds the missing Mary Margaret, and convinces her to return to the cell before the deadline of eight o'clock the next morning, to Regina's dismay.

She manipulates Mary Margaret into agreeing for an interview with the District Attorney, Albert Spencer. Albert tricks Mary Margaret into accidentally giving a false confession of killing Kathryn, and they schedule for the trial to be the next day. Regina visits Mary Margaret in the dead of night; only to find her sobbing on her cot.

When Mary Margaret notices her, she bursts into tears again because Regina believes she is guilty, and apologizes for anything she might have done to her. Regina refuses to forgive her, and Mary Margaret loudly insists that she is innocent. When she says that she did not kill Kathryn, Regina assures her that she knows she did not, leaving Mary Margaret in a stunned silence.

The next morning, Emma Swan knocks on her door and asks to search her garage. Regina reluctantly leads her to the garage, where the shovel that she used to plant the jewelry box containing the heart by the Toll Bridge was located. Emma approaches the shovel box, but discovers that the shovel is gone. Disappointed, Emma leaves a triumphant Regina behind to go back to the sheriff's office, where she finds a bug planted by Sidney Glass in her office vase.

The day of the trial, she fingers a makeshift ring and whispers, "We got her, Daniel. We finally got her." The trial is halted by the reemergence of Kathryn Nolan.

With her latest scheme to destroy Mary Margaret ruined, a livid Regina confronts Mr Gold. She claims that he broke their deal and set her up, as all the falsified evidence is traceable back to her. Gold counters that Regina did not specify she wanted Kathryn dead; merely that something tragic was to befall her. He also claims that he only ever broke one deal and this was not it. When Regina demands to know why Gold has turned on her, he retorts that she should be smart enough to figure it out for herself. Later that day, Regina comes to the sheriff's station to speak with Emma. Regina sets Sidney up to give a false confession in her place of exactly how he kidnapped Kathryn and why he did it. Emma does not believe any of it and tells Regina that she intends to take Henry away from her.

Some days later, Mary Margaret sees Regina at school for the first time since her release. Regina sticks to the story of Sidney being the one who framed Mary Margaret for murder. Mary Margaret does not buy it, and forgives Regina for all she has done to her. She even pities the mayor for being lonely if her only joy comes from destroying other people's happiness. A stunned Regina finds Henry and attempts to force him to switch classes so that Mary Margaret will not be his teacher, but he flatly refuses and tells her that in the end she will lose and the curse will be broken. Later that day, Regina lures David Nolan to her house in hopes of seducing him to get back at Mary Margaret. While he does stay for dinner, he rebuffs her advances saying that he just wants to be friends. A furious Regina smashes her mirror with her wine glass in frustration after David has left.

That night, Regina and Henry are having dinner when the doorbell rings. A furious Emma and several of the town's residents drag Regina out the house and tie her to the withering apple tree. They seek vengeance for what she has done to all of them as the Evil Queen. Regina begs Henry to help her, but he merely says she has brought this on herself. Emma proceeds to behead her with a sword when Regina wakes up screaming from the nightmare. The following day, she notices her apple tree is starting to die.

Regina storms into Mr. Gold's shop and demands to know why her apple tree is dying; he jokes that she should change her fertilizer. The mayor however believes that this is a sign that the curse is about to end and that Emma is to blame. Mr. Gold also gets her to admit that Emma wants custody over Henry, and suggests that giving up Henry might just be the price to keep the curse working. Regina refuses to accept this and wants to get rid of Emma. Mr Gold says that killing Emma would be the end of the curse. When Regina asks why he designed the curse like this, Mr. Gold does not answer. He also refuses any future assistance as the mayor no longer has anything he desires. Mr. Gold as good as admits he wants the curse broken so he can go on a trip. Finally, Mr. Gold advises Regina to leave town as well because if the townsfolk were to remember everything, they will want her dead. She leaves, and seeks to draw out Jefferson by sticking a card on the bicycle of his daughter, Paige. Jefferson comes into her office; annoyed that she calls for him. He goes on to say that he should kill her, but Regina mocks him countering that if he wanted her dead he would have done so 28 years ago. She offers him a deal: to use his hat and the last ounce of magic she has to retrieve something from the Enchanted Forest, in return she will reunite him with his daughter.

The plan works and Regina is able to obtain a poisonous apple from the past Enchanted Forest. She bakes it into an apple turnover intended for Emma. She intends for Emma to take a bite of the apple turnover, and fall under the effects of the Sleeping Curse. As luck would have it, Emma pays Regina a visit announcing her departure from Storybrooke. She agrees to give up the custody battle over Henry if she gets visitation rights. Regina, of course, accepts the offer and later smugly tells Mr. Gold that she is victorious at last and that he will not be going anywhere.

Alas for Regina, it is Henry who end up eating the apple turnover and falls into an enchanted slumber. When Regina hears the terrible news, she rushes to the hospital only to be assaulted by a livid Emma who finally believes. Regina admits that she is fact the Evil Queen and everything Henry has been saying is true. Both women decide to ask Mr. Gold for help. He tells them a true love potion can save Henry from death with its magical properties, which exist even in this world. He smuggled a bottle of the substance—made from the entwined hairs of Snow White and Prince Charming—into this world inside Regina's former friend, Maleficent. Emma and Regina go to the library where Maleficent is held captive in her dragon form. Emma goes down the elevator while Regina operates the shaft switch. Mr. Gold has his own plans for the potion, so he sneaks up on Regina, ties her up and waits for Emma to return. He asks Emma to throw the potion up when she is unable to get back up the elevator shaft. Emma climbs back up, and only then she finds out Mr. Gold tricked her. They are both paged by the hospital, and hurry back. Upon arrival, Dr. Whale announces that Henry has died. A grief-stricken Emma tells Henry she loves him and kissed his brow. This revives Henry and breaks the curse forcing Regina to flee for her very life, but not before assuring Henry that she does truly love him.

A demoralized Regina returns home and sits alone in Henry's room crying until she notices Mr. Gold's magic storm—created by the true love potion and the waters of the wishing well—coming towards town at which point she smiles triumphantly.

Shortly after the Dark Curse has been broken, Dr. Whale leads a mob of angry townspeople to Regina's door. Regina attempts to use magic to scare the crowd, but is not able to use magic. Emma, David, Mary Margaret, and Henry intervene, instead locking her in a cell in the sheriff station. They depart, and Mr. Gold pays her a visit. In an act of revenge, he marks Regina with a medallion that sets a wraith after her.
 * -|After the Curse=

Regina is rescued from the wraith by David, Mary Margaret, and Emma. She explains to them that the Wraith cannot be killed, but it can be sent away. In her office in town hall, Regina produces Jefferson's magical hat. At first she cannot get it to work, but gets it working just in time just as Emma touches the hat. The group draw the Wraith into the portal, but it also sucks in Emma, and Mary Margaret jumps in after her. David attempts to follow, but the portal closes before he is able to do so. In a rage, he confronts Regina, who successfully uses magic to pin him to the wall. As she prepares to kill him, Ruby and Henry arrive. Henry tells her he wants nothing to do with her until she brings back Emma and Mary Margaret, and leaves with David and Ruby.

Some time later, Regina is visited by David. He wants information about Jefferson's hat, so he can reunite his family. Regina is surprised that David would dare face her alone. He counters that Regina's earlier burst of magic must have been an anomaly. Otherwise, she surely would have made Storybrooke feel her wrath. David also informs the former queen that Henry is the only reason she is still alive. Regina feigns ignorance about the hat and angrily states that Prince Charming's place is with his grandson. Sensing her frustration, David says that Regina is merely getting her just desserts. Regina states that although she is powerless now, she does not intend to remain that way. Once her powers have been restored, she will claim her son. Seeing that he is getting nowhere, David leaves Regina with a thought: If she has to use magic to get her son, she has never really had him to begin with.

The mayor quietly leaves her mansion but is halted by Dr. Hopper. He offers to help her get through her issues. Regina says that she does not require his assistance and leaves. Regina goes to Mr. Gold's shop and starts rifling through his books. When he catches her in the act, she asks for the grimoire so she can jump start her powers. Mr. Gold refuses because it is not in his best interests to have Regina be powerful once again, so he ask her to "please" leave. Without the curse, however, Regina is not forced to obey his commands that end with "please". She also threatens to reveal the fact that their land still exists. Rumplestiltskin gives in and conjures the grimoire but warns that all magic comes at a price, which Regina simply does not care.

Regina makes a grand entrance during the town meeting. She frightens everyone with her newly gained powers until Henry agrees to accompany her home. Once there, the boy locks himself in his old room. When he undertakes an elaborate escape attempt, Regina tells him she cast an anti-escape spell to keep Henry with her. Henry asks how long he will remain a prisoner. Regina says that she loves him. As of now, she can give him his every hearts' desire with her magic, and even offers to teach her son all she knows. Henry does not want to become like her. Regina is genuinely hurt and remembers once a long time ago she said the same to her own mother. While leafing through her spell book, Regina is accosted at sword point by David. She surprises him by allowing Henry to go with him. Regina also apologizes for treating Henry badly and even tells David that the Enchanted Forest still exists.

Regina has been asked to step down as mayor of Storybrooke. While packing up her things, she received a phone call from Henry. Regina is ecstatic Henry wants to meet her for lunch and runs out of her office. But, she is stood up by Henry, and goes to check the office to find her keys missing. She guesses correctly that Henry planned to sneak into her vault looking for something to bring Emma and Mary Margaret back. Regina sends David to fetch Henry back as she knows he would never go with her.

Regina reluctantly goes see Archie Hopper for therapy, and shows up at the door of his office. She tells Archie that she has not used magic in two days and is finding it difficult not to do so. She sits on the couch and begins to talk with him, but is interrupted when Dr. Whale bursts into Archie's office, and wants Regina send him back to his world. Regina responds she cannot and that she only brought who she wanted to this world. Dr. Whale storms out of the office after being rebuked by Archie. Continuing with the therapy session, he asks Regina if there is anything holding her back from moving forward, and she explains her history with her true love, Daniel and that she preserved his body in the hope of resurrecting him someday. Archie tells her that if she cannot let go of the past, she will not move forward. This is too much for Regina to handle, and she leaves abruptly. Outside, in the rainy night, she spies Daniel on the street, and is about to get out of the car when she looks again and he is not there.

The next day, she goes to her vault in the Storybrooke cemetery, and discovers that the glass coffin that contained Daniel's body has been emptied, and Daniel is nowhere in sight. Putting two and two together, Regina rushes to hospital and down to the mental ward, where she goes to the end of the hall and into a laboratory. She enters and finds Dr. Whale's dismembered arm, then finds Dr. Whale in extreme pain. She asks Dr. Whale if he brought Daniel back, to which he responds yes, but now Daniel is a monster.

In the waiting room of the hospital, Regina paces outside of Dr. Whale's recovery room when David shows up. David confronts her on why Dr. Whale is in the hospital bed. Regina tells him about what Dr. Whale did to Daniel. Remembering that he went to the Troll Bridge when he was awakened from his coma, David asks Regina if Daniel had a place he would have gone after waking up for its familiarity. Regina remembers the stables, and David exclaims that Henry is there. The two rush to the stables to find Daniel choking Henry, and Regina screams at him to stop. Daniel lets go of Henry and David rushes him out of the stall. Regina is overjoyed to see Daniel, but Daniel moves to choke her as David slams the stall door in his face. Outside, David states he will shoot Daniel, but Regina begs him not to, stating that she can get through to him if she can just talk to her fiancée. Despite his reservations, David lets her.

When the stall door opens, Regina goes to embrace Daniel, but Daniel puts his hand around her throat and begins to choke her. Regina gasps out that she loves Daniel, and Daniel returns to himself, releasing Regina. However, he is in intense pain, and begs for Regina to let him go and for her to love again. As Daniel moves to attack her once again, Regina freezes him with her magic, and dissolves Daniel to dust. She collapses in tears.

She then drives to Archie's office, where she confesses she used magic for the first time that same day. He escorts her into his office for another therapy session.

Regina comes to watch over Henry when David leaves to go the Storybrooke mines. While she is watching him sleep, Henry wakes up screaming. Regina comforts him and notices the burn on his arm from his dream. She then calls upon Mr. Gold to come and help Henry. Mr. Gold informs Regina that what Henry is experiencing is another world, between life and death, and that it is a side effect of the sleeping curse. He tells Regina he's surprised she did not know this, and Regina retorts that she did not think of what happened to her victims after they woke up from the sleeping curse since they were not intended to be woken up. Mr. Gold gives Henry an amulet that will allow him to control his actions in the world, but Regina stops him, asking him what he wants in return. Mr. Gold says he wants nothing, and that it is for Henry.

Regina and David awake to Henry's screams, and he tells them that Mary Margaret and Emma are alive. He also tells them that Regina's mother is coming to Storybrooke. She stops by Granny's Diner interrupting a date between Belle and Mr. Gold. He is annoyed until she mentions that Cora may come to Storybrooke and come after Belle.

Regina brings Henry his blanket as he prepares to return to the netherworld, Mr. Gold tells Henry about how he has more of the squid ink from his quill in his old jail cell in the Enchanted Forest that can be used to stop Cora. Some time passes and the group fall asleep after Henry does. He wakes up from the fiery netherworld screaming. Regina is concerned about the serious burns along Henry's arm. Mr. Gold remedies them, and insists Henry go back to sleep. Regina and David refuse to send him. David asks if Mr. Gold and Regina will put him under a sleeping curse, so he can try to contact Mary Margaret.

While Regina combines the magical ingredients to make the sleeping curse. Henry approaches her and asks if he can be the one to contact Aurora. Regina refuses. Henry begins questioning her and asks if she has stopped using magic. Regina says yes, although she admits to using magic on Daniel and that she has been trying to stop. Henry is pleased by this and sees that she is helping others. After the curse is completed she gives it to Mr. Gold who combines it with a needle for David to prick his finger on. At the last minute David shows signs of regret but Regina and Mr. Gold tell him he must if he wants to bring back his family.

Regina and Mr. Gold meet in his shop. She tells him that David's condition is not improving, that he needs true love's kiss. After Mr. Gold persuades her, they both come to the conclusion that it is more likely that Cora will be coming through the portal and not Mary Margaret and Emma. Regina originally has doubts, and fears that if they block the portal and Mary Margaret and Emma come through they would die. Mr. Gold persuades her by mentioning that if Cora comes through then they will have stopped a powerful woman thereby protecting Henry, but if Emma and Mary Margaret come through then Regina will be the only mother in Henry's life.

She finds Henry watching over David and asks him to stay there for awhile. She lies and says she and Mr. Gold are preparing for Emma and Mary Margaret's arrival and she will do anything in her power to keep them safe.

She and Mr. Gold then travel through the mines to the discovered fairy dust diamonds. Gold uses the Fairy Godmother's wand to collect their power. The two then go to the wishing well where Mr. Gold is certain the portal will be located. Using the wand's power, Mr. Gold creates a trap over the portal that will kill anyone coming through. Ruby and Henry arrive after realizing what Mr. Gold and Regina are planning. Henry is angry Regina lied to him. She reasons she is only trying to protect him from her mother, who will destroy everything she loves, including Henry. After Henry pleads with her, Regina lifts the enchantment from the portal and Mary Margaret and Emma emerge from it.

A dejected Regina is present in Mr. Gold's shop when David is awoken by true love's kiss. Henry hugs her, telling her she really has changed, and thanks her. The group, except Regina, leave for lunch at Granny's Diner.

A welcome home dinner is thrown for Emma and Mary Margaret at Granny's. Emma invites Regina, which displeases some of the other guests. At the party, Regina asks that she be allowed to spend more time with Henry, but Emma does not think it is a good idea, and she tells Regina that Dr. Hopper has shared with her that she is trying to change in order to get closer to Henry.

At the dock, Regina is visibly upset at Archie for letting Emma know about their therapy sessions. She warns Archie it's a good thing she has changed, and therefore will not try to get even with magic. Ruby witnesses the confrontation, but Regina dismisses her. That night in his office, Archie is visited by "Regina", who is actually Cora in disguise.

Due to Ruby seeing Regina's fight with Archie earlier, Regina is accused of murdering the town psychologist. Regina is arrested and brought to the police station. David and Mary Margaret want to kill Regina, but Emma decides to let her go as there is no evidence and she believes Regina is changing for the better.

Emma, David and Mary Margaret go to see Mr. Gold, who gives Emma the dream catcher which allows her to see into Pongo's memories from last night. The dream catcher revisits from Pongo's point of view the image of Regina strangling Archie to death. With the memory as proof, Emma strongly believes in Regina's guilt.

Because Regina has magic now and will be very difficult to contain, Mary Margaret and David suggest they trap her once more with fairy dust. The group goes to Regina's home where Emma tells her that they know she is guilty of Archie's death. Regina denies having harmed anyone, and please for Henry to hear her side of the story. Emma refuses to listen and queues Mother Superior to throw the fairy dust on Regina, but she catches it in midair and tosses it aside harmlessly. Emma remarks that Henry will never forgive her after this, and a broken Regina disappears in a cloud of smoke.

When Emma tells Henry about Archie's murder, he hugs Emma; unaware that Regina is watching them from her car and she breaks down in tears.

Regina's house is raided by her mother, who takes time to sniff her clothes and check her cabinets. She goes to Henry's room, and finds a giant hand print made out of ceramics, painted red, and with the words "For Mommy" on it. Cora grins and then leaves. Later, Regina discovers Henry is in her father's tomb. Regina opens the door, but the Henry disguise comes off and Cora shows herself. Cora admits to framing her daughter for Archie's death, and expresses remorse for all the things she has forced Regina to do in the past. She wants to make up and start over; Regina replies that this is not possible. Regina wants go into town so that Cora can tell the townsfolk that she killed Archie, not her. Regina informs her she was trying hard not to use magic for Henry's sake, and now Cora has damaged that. Cora agrees to do anything for her. As they are driving into town, Cora states that she finds the "horseless carriage" they are riding in strange, and then pulls out Henry's arts and craft gift to Regina. Cora uses this to break Regina down, and tells her that she will do anything to help Regina reunite with Henry. Regina goes into her mother's arms, crying, and asks how. Cora grins wickedly and says she has a few ideas.

Regina shows up at Mary Margaret's apartment and David and Mary Margaret answer the door. She lies about not knowing Archie is alive and not knowing her mother is in town. When she asks to see Henry, Mary Margaret tells her that Henry has left Storybrooke with Emma and Mr. Gold. This angers Regina, who leaves.

Hook tries to contact Cora with the Queen of Hearts card, but Regina appears to Hook. She tells him that Cora does not want to be seen in public due to the possible repercussions. Although Cora and Regina have made up, Regina still blames Hook for not killing her. Hook tells her about the giant aboard his ship who is now loose in Storybrooke; letting Regina know about the giant's hatred for David Nolan. When Regina learns of this, she sees it as the perfect distraction.

The giant is alone until Regina approaches him. At first, he does not want to be around her because she is human. She draws his attention by stating she also dislikes David Nolan, and he warms up a bit. She offers the giant a piece of mushroom to enable him to become his former size and cause chaos in the streets of Storybrooke.

Later, Regina sits in a bedroom in her house with Cora by her side. Regina confides in Cora that she is concerned that Emma and Mr. Gold have left Storybrooke with Henry, and she does not know where they went. Cora tells Regina that once Mr. Gold's business is done, he and Emma will return to Storybrooke with Henry. A heartbroken Regina responds that Henry will not be with her. Hook barges in on the tender moment, asking if Rumplestiltskin is truly no longer in Storybrooke. Regina and Cora confirm this, and Hook is eager to leave Storybrooke and seek him out to kill him. Cora responds that he will have his vengeance, but to do so, Hook must team up with her and Regina to find the one thing that can control Mr. Gold—his dagger.

Regina goes to the hospital to see Belle. She inquires about Rumplestiltskin and Mr. Gold, but Belle does not know what she is talking about. This helps confirm to Regina that Belle truly has lost her memories. She uses her magic to knock Belle unconscious and another spell to levitate the items out of Belle's purse. Regina plucks a yellow card out of the items, which has a library book call number. She goes to the library, and Cora and Hook meet her there to search for the book indicated on the yellow index card. They do not find a book, but Cora pulls out a map left in the book's empty spot. Hook states that they are lucky that he knows how to handle a treasure map, and he proceeds to outline the area where the dagger is located. As the trio make to leave, Cora uses her magic to fling Hook against the back wall of books, knocking him unconscious. She tells Regina that the dagger would be wasted on Hook, and that once she and Regina have the dagger, they can control Mr. Gold to kill Mary Margaret, David Nolan, and Emma, and Regina will be blameless in Henry's eyes. Regina listens with a wicked gleam in her eye.

Regina and her mother search for Mr. Gold's dagger in the woods of Storybrooke. Cora fears that Hook may have mislead them, but Regina keeps digging with her shovel. Soon Cora assures her that they will find the dagger, and that she can translate the map, but it will take her more time. What they do not know is that Mary Margaret is listening from behind a tree, and hears Cora tell Regina that they will use the dagger to kill whoever they like. Regina meets with Mary Margaret at Granny's Diner to discuss Henry, but Mary Margaret had only told her that so she would come. She tells Regina she knows that she has been lying about Cora. Mary Margaret does not approve of Regina's methods, and decides to give her one last chance to do the right thing. A hurt Regina rejects the offer saying that she has been good. In response, Mary Margaret tells her that good does not do the evil things she has done. Regina ignores her words, and says she is also giving Mary Margaret one last chance to stay out of her way. As Regina gets up to leave, Mary Margaret pleas that Cora does not care about her or Henry. Regina gives her a bitter smile; wondering what she knows about mothers; considering Mary Margaret lost hers a long time ago. Cora and Regina follow Mary Margaret and David to the clock tower where the dagger is hidden on one of the hands of the clock face. When Mary Margaret refuses to surrender the dagger, Regina summons a captive Johanna, ripping out her heart, and forcing Mary Margaret to choose. In the midst of this, Mary Margaret realizes Cora is the one who poisoned her mother, Queen Eva to death. Cora freely admits to it, whilst Regina listens. She does not bend to their wishes, so Regina on Cora's command begins to squeeze Johanna's heart. Mary Margaret cannot stand to see Johanna in pain, and in desperation falls to the ground letting the dagger drop. Regina relents and stuffs the heart back in Johanna's chest. As Johanna runs to meet Mary Margaret's embrace, Cora uses magic to fling her out the glass of the clock face and onto the ground below. Regina and Cora teleport away in a haze of smoke back to Regina's office. Once inside, Regina talks to Cora about the revelation of her having killed Queen Eva in order to put Regina herself on the throne. She puts the pieces together in the puzzle and realizes Cora orchestrated setting Snow White's horse astray so that Regina would save her; setting off the chain reaction of the marriage proposal, her confidence in Snow White about her secret, and Daniel's death. Cora brushes it off; she does not think that information is relevant to the present. Regina says her only concern is Henry now.

Regina and Cora are sitting in the mayor's office listening to a phone tap of David and Mary Margaret's phone conversation. After Cora hears Mary Margaret call her a "wicked woman", she becomes so upset she knocks the phone tap on the floor. Regina states that Mr. Gold is injured, however, Cora notices his name vanishing from the dagger and states that he is dying. Cora tells Regina of her plans to kill Mr. Gold with his dagger and become the Dark One herself. Regina again questions the motives behind her mothers action, but Cora tells her that she is doing it all to protect their family. Regina and Cora make their way to Mr. Golds shop where he is hiding inside protected by a protection spell cast by Emma, but they combine their powers and are able to break down the barrier easily. They both enter the shop, and Neal, Emma, David and Mary Margaret are standing in their way prepared to fight. Emma tries to convince Regina against killing Mr. Gold but she does not listen. However, no one realizes Mary Margaret secretly sneaks out of the door to run to Regina's vault with the intention of grabbing Cora's heart. Regina tries to throw a fireball at Emma but David gets in her way, and then she throws David out of the shop; closing the door behind him. Regina corners Emma and starts to strangle her, but she gets distracted by her mother's fight with Neal and Emma breaks free to grab hold of a weapon. In the midst of Cora's battle with Neal, she drops the dagger. Threateningly, Emma holds the weapon to Regina's neck, and Cora realizes she must choose between the dagger or her daughter. Regina calls for her mother; hoping Cora will help her with Emma instead of getting the dagger. After a second of hesitation and Neal's words to "choose wisely", she levitates the dagger to herself. Thinking quickly, Emma throws Regina at Cora causing them both to fly across the glass counter. Emma and Neal escape behind some invisible chalk. After reassembling themselves, Cora asks for Regina's help in taking down Mr. Gold first, but suddenly senses someone has entered Regina's vault where her heart resides. Regina goes to make sure that no harm comes to the heart.

Just as Regina hurries down the steps of the vault, she sees Mary Margaret holding her mother's heart. Mary Margaret convinces Regina that she was going to give the heart to Regina because without a heart Cora cannot love her daughter. Mary Margaret states that she wants Regina to be loved. Regina believes Mary Margaret, and takes the heart to head back to Mr. Gold's shop. She makes her way to the backroom of Mr. Gold's shop where Cora is just about to stab Mr. Gold to death with the dagger, but in the nick of time she places the heart back in Cora's chest. Cora looks shocked at the return of heart while Regina gives her a tentative smile. Slowly but surely, Cora appears to feel different now that she has her heart, and gives a genuine smile back. But, the moment is cut short as Cora collapses to the ground. A wound appears at her chest while the wound on Mr. Gold disappears. She mutters the last words, "This would have been enough... You would've been enough" to Regina with her last breaths. Regina is horror stricken, and berates Mr. Gold for somehow stealing her mother's life. Mr. Gold states he did no such thing, and then Mary Margaret runs into the room yelling for Regina not to put the heart back. Mary Margaret halts at the sight of Cora's unmoving body. With great rage, Regina states Mary Margaret killed her mother.

Regina goes to her mother's grave and mourns her death. Mr. Gold joins her; saying, "Even though we had our differences, Cora will always have a place in my heart." He tries to get Regina to stop the cycle of revenge and tells her where revenge has got her and her mother. She proceeds to get a spell that will get Henry to love her and gathers up all the necessary ingredients except for the heart of the one she hates most; Mary Margaret. She attempts to enter Mary Margaret's apartment with the intent of ripping her heart out, but Mr. Gold blocks her from getting any closer. Regina has no choice but to leave, but states to Mary Margaret she cannot be protected forever.

Greg contacts Regina to inform her of Henry looking upset and running off to somewhere in the woods by himself. She finds Henry at the wishing well and sees he is trying to get rid of magic by blowing up the well with dynamite. He moves to light it, but with a wave she makes the dynamite vanish. They are interrupted by the arrival of Emma, David and Neal. Both sides are about to attack when Henry stands between them and asks everyone to stop using magic to solve their issues. He asks Regina to give up magic, but she replies she cannot do such a thing. Instead, she is convinced enough by Henry's words that she drops the spell page into a summoned fireball, burning it.

Later, Mary Margaret goes to see Regina at her house. She begs Regina kill her for what she has done. Regina reaches into her chest and pulls out Mary Margaret's heart. She examines it and notes a dark black spot in the middle of it. Regina points out Mary Margaret did that to herself; that there is now darkness in her heart, and it will only grow with time so that the perfect family she worked so hard to save will fall apart. Again, Mary Margaret pleas for everything to end with her heart being crushed, but Regina only smiles and whispers she will have what she want thanks to Mary Margaret. She shoves the heart back in, and commands Mary Margaret to leave her doorstep. Regina walks away and slams the door closed. Unbeknownst to either, Greg has recorded the entire scenario on camera.

Regina sees Greg at the diner, and she thanks him for previously calling her when he found Henry in the woods. Greg tells her that it's no problem, and that he empathizes with kids in trouble. She asks Greg if they met before because he looks strikingly familiar. He blows it off, and Regina tells him to contact her if he needs anything. On her way out of the diner, she bumps into Mary Margaret, advising her to try the fish special—a "blackened sole"; referring to Mary Margaret's blackened heart.

Later, she goes to speak with Greg in his bed and breakfast guest room after realizing who he is; Owen Flynn all grown up. She is happy to see him, but Greg avoids getting close to her. He demands to know where his father is, but Regina asserts she let him go the day after he himself left Storybrooke. Greg does not buy it as people can't just disappear into thin air, but Regina firmly states they can.

Regina receives a shock from Mr. Gold with the news his son, Neal, is Henry's biological father. She belligerently alleges he knew about Henry's origins this whole time; a claim that is untrue, but Regina is not convinced. Instead, she gets satisfaction from knowing Mr. Gold won't ever be fully accepted by the townspeople or his son because he always chooses darkness over light.

Upon seeing Emma sitting by the docks, she confronts her with the truth about Henry's parental lineage. Emma insists she was going to tell her soon, but changes the subject to Regina herself needing to be a proper mother to Henry before it's too late. Her words perk Regina's dubiosity, though Emma maintains she has no ulterior motives. Undeterred, Regina has a strong sense she is hiding something, and guarantees to find out the secret.

Still simmering over the bombshell Mr. Gold dropped on her, Regina pays a visit to happier and healthier Belle, who is going to be discharged from the hospital. Belle has high hopes of fully recovering as Mr. Gold promised he would help regain her memories. To hinder his efforts, Regina devises a tactic of enchanting a matchstick card of the town bar, The Rabbit Hole, and urging Belle to look at it intently. While concentrating on the card, the enchantment brings out Belle's remembrance of her own false memories.

Regina is working in her mayoral office when Mr. Gold bursts in demanding to know what she did to Belle. Coyly, she takes great pleasure in causing more trouble for him now that Belle has assumed the persona of Lacey, and true love's kiss can help, but only if Lacy herself loves him, too. Because Lacey is the complete opposite of Belle, Regina believes Mr. Gold will have a strenuous time trying to woo her back.

By nightfall, Regina assumes a lookout in a store across the street and waits for David's pick up truck to drop off Anton, Leroy, Walter, Happy, Dopey, Bashful, and Doc at the diner. After David drives away, she uses magic to track where the pick-up truck was driven from in the last hour. She hops into her own car and follows the magic tracks to an empty field. Suspecting something is hidden from view, Regina takes off the invisible wall hiding the bean fields from outside sight. The reveal bewilders her, but confusion quickly turns to contempt when she inspects the field and plucks a magic bean, which she has her own plans for using. She destroys all the rows of growing beans, and takes only one of the plants for herself. Then, the growing bean plant is placed in an incubator in her office.

Mary Margaret and David are enjoying a quiet evening by the docks when the subject of Regina comes up. Nearly, a fisherman as Regina in disguise is listening in. Despite all the terrible acts Regina has committed, Mary Margaret knows she is still Henry's mother, and without Regina around in the Enchanted Forest, Henry would be unhappy without his mother. But, David has a different view and sees a pattern Regina has of failing to be on the side of good no matter how many chances she has. He believes they should give her an ultimatum of either staying alone in Storybrooke or living out her days in Rumplestiltskin's old cell. Regina is angered by the possibility they are going to leave her behind and take away Henry, too. From her hiding spot, she takes off her disguise, and begins scheming to take away Henry for herself.

She is catches Henry off guard one morning while he is tending to his birdhouses, and shows him the magic bean she possesses that will bring them back to the Enchanted Forest. She's upset the townspeople are keeping it a secret from her, though Henry has hopes they just haven't told her yet. Regina fills him in on a special "fail-safe" that has the power to erase Storybrooke from existence. At first, the idea intrigues Henry as he believes she will only be erasing the town and bringing everyone else to safety in the Enchanted Forest, but he is fearful after learning she means to kill everyone by activating the fail-safe. Regina discerns this is the only way they can be together as everyone else is always keeping them from being a family. She implores that he loved her once, and he'll love her again, but Henry justifies he could never love someone who does evil things. With knowledge about Regina's secret plan to obliterate Storybrooke and everyone in it, he plans to warn them, but Regina is quicker and uses her spell book to cast a memory impairment spell. Henry forgets their entire conversation, and after the spell is done, he speaks to her as if seeing her for the first time today. Regina readjusts to the exchange, and instead asks him to show her his birdhouses.

In her office, Regina checks up on the growth of the bean plant, and is surprised when Hook walks in. He spills about Greg and Tamara's plan in wanting him to gain an alliance with Regina, and then betray her in the end. Hook would rather not, so he asks to team up with her and Cora for certain. Grimly, she gives him the news her mother is dead. Clearly still a sore topic for Regina, she is touched when Hook tells her the one thing Cora wanted for her daughter was to see her win. Since he might have use as an ally, Regina allows him to see the magic beans, and explains how she plans to leave Storybrooke with Henry while also annihilating the residents left behind. Hook ponders if those who will perish include Mr. Gold, to which Regina swears he will.

Together, they head to the clock tower's ground floor library to begin looking for the fail-safe. Hook thinks the elevator is still a two man job, but Regina easily maneuvers it with her magic. They take the elevator down to the underground level and proceed through the tunnels. Hook brings up the topic of how revenge is something he desires most, but once it's been sated, he'll have nothing to live for. Regina thinks differently and believes after revenge, there is a chance of a new beginning. When Hook points the way they should go next, her attention strays to his arm that is wearing her mother's armband. Though Hook informs her of the armband's purpose and why Cora gave it to him, she demands it back. After receiving it, she places it on her own arm.

Eventually, they reach a cave. While Hook is trying to look and familiarize himself with the new surroundings, Regina enlightens him about her "friend" who is guarding the fail-safe, and the magic within the cave prevents her from ever being truly defeated from intruders. Then, she pushes Hook down the pit to act as bait and distraction as she goes to find the fail-safe.

Regina previously hid the fail-safe in an area she knew no one thought she would ever go to, and that precise place is inside Snow White's glass coffin. With the assumption Hook is dead at Maleficent's hands and the successful retrieval of the fail-safe, she uses the elevator to go back up, but is greeted in the library by his unscathed form. Finally, Hook clues her in that he's been betraying her this whole time, and despite having felt a genuine connection with Regina when she spoke of new beginnings after revenge, he stuck to Greg and Tamara's plan.

Greg and Tamara walk into the room. Though outnumbered, Regina attempts and fails to use magic to overpower them. Greg lets on the armband is sucking out all the magic in her body, so she can't win against them. He asks her once more where his father is, and again Regina answers she doesn't know. As his accomplice, Tamara pulls out her list of Storybrooke residents and fairytale counterparts to ask which one Regina is, to which Greg replies, "The Queen". Regina doesn't think they have any true capacity to overwhelm her, but it unsettles her when Greg won't say what his true purpose in Storybrooke is. She becomes blinded when Tamara, on Greg's orders, places a bag over her head.

Regina is taken to Greg and Tamara's headquarters, where she is strapped to a table. Hook looks after her, while Greg and Tamara discuss their plans. She tells Hook that he shouldn't trust Greg and Tamara, and this convinces Hook, because when Greg asks for Hook's help in wiring Regina to some sort of electrocution machine, Hook says that he is more concerned with killing Mr. Gold than torturing Regina, and leaves the headquarters. This doesn't phase Greg, who takes pleasure in being alone with Regina completely under his control. He asks her for the whereabouts of his father, and when she doesn't give him the answer he wants, he turns on the machine, sending shock waves through Regina's body.

Unknown to them all, Mary Margaret and David have found a way for Mary Margaret to empathize with Regina to the point where she can actually feel and experience everything Regina does. When David tells Emma that Mary Margaret recalls the smell of sardines, Emma searches the Storybrooke seafood cannery for Regina.

Tamara comes back to their headquarters, and is told by Greg that Regina is not cooperating, so he turns the machine, which once again tortures Regina with its shock waves. Regina tells both of them that they are in over there heads if they think that they alone can steal magic, but Greg and Tamara tell her that they aren't trying to steal magic, nor are they doing it alone. Greg tells Regina that some of the people he met after leaving his stories didn't believe him, but others did, and that him and Tamara are part of a group hell-bent on destroying magic. He then turns on the machine again.

Regina is relieved when she overhears that Emma and Neal have found out about the headquarters from Greg and Tamara. While Tamara wants to leave and not get caught, Greg wants to stay and further torture Regina, until she tells him the truth. Tamara lets him, and as soon as he gets his hands on the machine, he prepares to turn it up all the way. Regina finally caves in, she tells him that she murdered his dad right after he left Storybrooke, because she no longer needed him. She tells him that after seeing the look on his face, he can kill her, and he attempts to by turning the machine on full power. He tells her that she won't hurt anyone ever again, but soon David comes to her rescue, by shooting the machine. Greg makes a getaway, while Mary Margaret and David help an unconscious Regina.

Later, she is moved to Mary Margaret's bed in the apartment, and fully healed by Mother Superior.

After recovering from her stint in Greg's torture device, Regina gets out of bed. She and Henry have a tender mother-son reunion because she knows the fate of Storybrooke rests in Greg and Tamara's hands. Due to the "fail-safe" being activated by them, the whole town begins to tremor. Regina is afraid Storybrooke will soon be reduced to nothing. Henry grows worried they will all die in the process, but Regina reminds him he will evade the destruction of Storybrooke because he was born in this world.

Amidst everyone's panic, Hook walks into the apartment, and is punched in the face by David. He admits to having worked alongside Greg and Tamara, but does not want to die for his revenge. Regina says the trigger can't be stopped, but she can use her magic to slow it down. David suggests if he steals the magic beans back from Greg and Tamara, they can open a portal to the Enchanted Forest, and get everyone back before the town is completely destroyed. David and Hook prepare to go look for Greg and Tamara, while Regina and Emma work on slowing down the trigger. Mary Margaret leaves with Henry to gather Storybrooke's citizens for a trip back to the Enchanted Forest. Before they all leave, Regina makes her last amends by apologizing to him for not being a better person and mother. She reaffirms her love for him, which he reciprocates back.

Regina and Emma find the trigger in the mines, floating in midair, and glowing blue from all of the magic it is sucking out of Storybrooke. Regina warns she can slow it down in time for everyone to escape, but will die in the process. Emma stubbornly insists there has to be another way, but Regina accepts her fate in that it is the only way to be fair is for the trigger to take her life because she is the one who created it. Before she begins absorbing the trigger's magic, she tells Emma to pass onto Henry that she died a hero.

David, Emma Mary Margaret and Henry come down into the mines, and inform Regina of their plan to throw the trigger into a portal. Regina is doubtful the plan will work, but agrees to try it. When Emma reaches for the magic bean in the pouch, she realizes Hook only pretended to give it to her, and it is now in his possession.

Having reached her limit, Regina can't hold the trigger back for much longer. Meanwhile, Storybrooke is on the verge of reverting into the forest it was before the Dark Curse was cast. Near the end of everything, Emma becomes emotional and hugs her parents. Henry embraces them for a moment and goes over to hug Regina. As he holds her tightly, Regina states she knows he wishes she had enough strength to save them. At those words, Emma reaches an epiphany; Regina's magic alone is not powerful enough, but together they can be. Both Emma and Regina absorb the trigger's power, which causes the trigger to send a wave of energy through the mines. As combined forces, Emma and Regina's magic save Storybrooke and deactivate the effects of the trigger. When they get up from the blast, they notice Henry is gone.

All four come running out of the mines in search of Henry, who is being kidnapped by Greg and Tamara. They are too late to stop the two from opening a portal at the dock and jumping in with Henry in tow. Regina realizes if Hook has the other bean, they can't follow them. Surprisingly, Hook's ship is still in Storybrooke. When they talk to Hook, he shows interest in helping them find Henry.

Aboard the "Jolly Roger", Mr. Gold summons the magic globe to show him Henry's location. When he pricks his finger to allow a drop of blood to spill, it reveals Henry's current location is in Neverland. After Hook casts the magic bean into the water to open a portal, he, Regina, David, Emma, Mary Margaret and Mr. Gold set sail for the land.

Journeying through the portal, Hook steers the ship until it lands in the nighttime waters of Neverland. Cautiously, everyone on board looks around to assess their new surroundings until Emma asks aloud if they are at the proper destination, which Hook affirms, as they sail towards an island.

On deck, Regina notices Hook slow down the moving pace of the ship. She chastises him about taking his time while Henry's life is in danger. Hook reassures her he's simply trying to bring them to the far side of the island that is linked with the widest part of the river and sail right through to shore to take Henry's captors by surprise. Recalling who else is on traveling with them, Hook bitterly remarks of the irony of having spent unmentionable amount of time trying to leave Neverland and hunt down Rumplestiltskin, and instead, his sworn enemy is now a guest on the Jolly Roger back to the same land. He states it's not the happy ending his hopes were pinned on. From this, Regina is reminded of something Greg said to her; that she is a villain, and those in this category don't get happy endings. She asks if Hook believes that to be true, but he hopes not or else they've wasted their lives.

At the railing, David and Mary Margaret talk with Emma and convince her they will find Henry, though Mr. Gold coolly interrupts to state that won't be happening; drawing Hook and Regina's attention as well. From behind the steering wheel, Hook notices the older man swapped clothes for his old Rumplestiltskin outfit, and scoffs what a great use of their time that is for. With a calm determination, Mr. Gold announces his intent to get Henry back on his own. Annoyed, Regina reminds him they agreed to go on the search and rescue together, but he replies there was no such agreement. Mr. Gold asserts Emma has never truly believed in her parents, in magic, or even herself, and this is what will be a complete failure in her rescue of Henry. Deciding he would do better off on his own, Mr. Gold disappears to the island with a spin of his cane.

Later, at the helm, Regina sees David and Mary Margaret steer as something is causing the ship to sway erratically. Reappearing from below deck, Hook ushers them to prepare for battle. Having no idea what he means, Regina expresses confusion, but Hook urges her to grab a weapon. High pitched screeches ring from beneath the waves, and Emma asks what is out there. They all look over into the waters to discern what creature it could be, and see bodies of swimming mermaids, which only Hook is unsurprised to inform them of. He attempts to quicken the ship to outrun them, but there are too many. David goes to fill a cannon with ammunition and repeatedly fires it at the swarm of mermaids while Mary Margaret and Emma throw a fishing net into the sea and catch a mermaid on the line. As they pull the creature in, Regina remarks it's only one, and takes matters into her own hands by continuously conjuring fireballs into the water until the other dozens of mermaids disperse away from the ship. Still struggling with the weight of the mermaid on the fishing line, Regina hauls and teleports it onto the deck. Disgusted, Hook calls for the mermaid to be thrown off his ship, but Regina disagrees as it might be helpful to have a hostage. David sides with Hook and wants the creature away from them. Regina proposes they should find out why the mermaids were attacking while Mary Margaret wonders if she means to torture it, to which the latter is open to. Sneakily, the mermaid grabs a conch shell that was also tangled in the fishing line and blows into it to signal a warning; eliciting the sound of thunder from the sky as a response. She threatens them all with death if they don't free her. David attempts to interrogate the mermaid about what exactly she did by sounding the shell, while the half-fish half-human being pleads to be let go. Regina refuses, and warns she will use force if no answers are given. Frustrated, Mary Margaret states threatening someone isn't a way to get a response, though Hook clues everyone in that a mermaid's word absolutely cannot be trusted. Mary Margaret suggests perhaps the mermaid is afraid of Pan and letting her go would be best, but Regina hints if that happens, it's just as likely the whole horde of them will be swimming right back to kill everyone. With an air of confidence, the mermaid sneers she doesn't need her friends to slaughter them, and they will do it themselves.

Unexpected loud thunder claps brewing from the sky startle everyone; making Hook realize the mermaid previously called the storm to arms. Using authority with a sword, David presses the creature to stop the storm, and then they will let her go. She refuses, and an impatient David moves to prepare slashing open her neck as Regina incites him to go through with it. However, a shocked look from Mary Margaret deters him away from doing so. During Hook's struggle to motion the ship into speeding away from the storm, more bickering follows Mary Margaret and Regina's disagreements over what to do with the mermaid. Eventually, Regina decides for the group to freeze the water nymph into a wooden statue so the storm disturbance will cease, but instead, speeds it up into a downpour of rain and gigantic sea waves.

Emma tries to help Hook turn the ship at the steering wheel when tensions are reaching a breaking point with Mary Margaret and Regina. Their ongoing dispute over whose fault it is for the current situation turns into an all-out jab of personal remarks until they both begin trading physical punches. David hurries over to break it up, but Hook incurs his wraith by using an unintended insult towards Mary Margaret, and the two start a fist fight. Emma tries to stop it, but even her attempts at informing everyone the real reason for the storm's cause—everyone's animosity towards each other—falls on deaf ears. Too busy brawling, neither Regina or the other three notice anything is amiss until they all see Emma jump head first into the water. In the process, a rigging rope pulley block snaps from the sail and falls into the water; knocking Emma unconscious. Panicked, Mary Margaret requests Regina to bring her up, but she is unable to without knowing Emma's exact location underwater. David volunteers to retrieve Emma, which quickly helps assemble a group effort to tie a rope around his waist so they can pull him in later. Beneath the waters, David grabs hold of Emma and surfaces; signaling Regina, Hook and Mary Margaret to haul them back onto the ship. The hard work pays off, and both are out of harm's way. On the soaked deck, Emma's parents cradle her until she finally comes to just as the ocean begins to calm and the moon peeks from behind the dark sky.

The Jolly Roger, damaged by the storm, causes a change of plans, and those on board take a rowboat towards the island shoreline. On their ascent off the boat, Regina advocates towards another alternative plan instead of going through the jungle; she can fix the ship with magic and follow through with what Hook intended to do. Emma thinks it'd be better to save up the magic for later use, and notes they should stop running away as Pan already knows of their presence. She proclaims Mr. Gold was correct in that Neverland is fueled by the power of believing, and it didn't sit right that everyone was busy being at each other's throats to be believers. Emma also admits she was wrong, too, and the best thing is to not believe in magic, but in each other. Quizzically, Regina interprets her words to mean that, after all strain in their relationships, she wants to be friends. Emma doesn't expect that, and states there doesn't have to be friendship; just cooperation to save Henry. David doesn't think they can with Hook and Regina, but she insists it's possible to succeed by being who they are and sooner or later each person's individual skill will be needed. Regina questions what Emma's skill is. Emma responds, in turn, that she is a mother as well as a leader, and to help her get Henry back or step aside. With that, she walks off into the jungle. David and Mary Margaret quickly follow suit as does Hook, and Regina trails behind.

While treading through the jungle upwards to a cliff ridge, Regina mentions she could have easily used magic to bring everyone to the present area, but Hook points out there are hidden dangers in an unfamiliar location. He asserts only he himself has proper knowledge to guide them through; a judgment Emma trusts because of his previous residence in Neverland. David leads them through by swiping stray branches and twigs out of his way with his sword to allow himself and the others to bypass forward easily. Seeing a bushful of thorns blocking a path, he prepares to slit them into pieces, but is stopped by Hook, who points out the life-threatening dangers of a substance, dreamshade, oozing out from them. Hook advises they go left, but David ignores the recommendation and chooses the right path as Mary Margaret and Regina follow.

Up ahead, the ridge allows them to get a view of the island, but Hook is unable to discern anything as everything looks different since he was last present. With the effort of the journey wasted, David proposes they begin combing the sections of the island, but Hook puts them off from the plan as the Dark Jungle is not safe to travel through and suggests taking the path around it. Seeing as everyone's strength is likely depleted, he decides it's best to set up camp for the night. Regina demands if resting is the answer while Henry is still out there, which Hook agrees it is if everyone wants to live long enough to find him. Tiredness overrides the drive to continue the search as they call it a night.

The group sleeps through the night on makeshift beds, but only Emma awakens and has a face-to-face talk with Pan, who offers her a map to Henry, but only if she stops denying her true self. Later, everyone awakens to the news of Emma's encounter. Hook muses Pan likes his games, but Regina is in disbelief since the map clearly has nothing on it and brings up the possibility it will lead to a trap. Hook points out Pan doesn't need to do such a thing since the whole island is rigged. From behind, David and Mary Margaret arrive back after finding no sign of Pan anywhere. As Emma is having no luck deciding what to do next, Regina deems the whole charade to be one of Pan’s tools to distract them from looking for Henry, and prefers to try using magic on the map. She moves to take it, but Emma stands her ground in following the given instructions; a move Hook agrees with as breaking Pan’s rules are unwise. Mary Margaret notes Regina’s magic doesn’t exactly have a gentle touch as David also chimes in that using an enchantment might backfire. Even so, Regina is willing to take the risk, but Emma is not and wants to figure things out the hard way. Outnumbered in her opinion, a doubtful Regina steps out of the conversation.

Emma tries her hand at unlocking the map by voicing out loud truthful statements about herself with encouragement from David and Mary Margaret to dig deeper to unearth the more uncomfortable facts about herself, including the biggest of them all, which Hook doesn't understand, so Regina tips him off on the "s" word. Preparing herself, Emma firmly declares she is the savior, but the map remains unmarked with no response. Preparing herself, Emma firmly declares she is the savior, but the map remains unmarked with no response. Tired of playing games, Regina snatches the map and casts a locator spell on it to guide them to Pan's current location.

They follow the map through Dark Jungle to an area shaped like a pit, and at the center standing with his back towards them appears to be Henry. Emma calls out to him, but as the boy turns around, it’s revealed to be Pan dressed in Henry’s clothes. Pan, displeased at the breaking of his rules, sets the Lost Boys to circle Emma and the rest of her group into battle. Hook counsels everyone to be on the lookout for the Lost Boys’ arrows as they are laced with dreamshade. As everyone else defends themselves against the onslaught, Regina throws back several attackers with magic blasts. A moment later, at the sudden pierce of a whistle, all the Lost Boys round up to Pan’s side. Pan reaffirms the map will only show a path once Emma stops denying who she is, and makes off with his gang.

After the scuffle with the Lost Boys, Emma manages to unveil the contents of the map. From looking at the map, Hook deducts Pan's camp is in the northern part of the island, but traveling there will be bound with impediments. David suggests preparing for what is coming up, though Regina isn't so sure about their way of doing things. Emma allows her the opportunity to disagree, but reasons their best chances are through working together. With a strategy planned, the group breaks apart to assemble for leaving.

Heading straight north to the site of Pan's lair, Emma unravels the map to see how much further away they are, when the destination on the map changes to a location far behind them. Hook informs the group Pan has just moved his camp. Emma comments the entire journey was a waste, so Regina brings up a faster way to reach Henry; namely by using magic to transport everyone there and grab him. The suggested plan is rejected as, per Hook's knowledge, Pan will likely have shields against magic and that kind of attempt would only result in everyone's death. Regina considers what he has in mind instead, so Hook explains they can track down a fairy Pan trusts as she might be a good inside source to get them into the camp with pixie dust. At this, Emma thinks he means fairy dust. David clears things up by explaining pixie dust is much stronger and is akin to nuclear fairy dust, which helps Emma to realize the fairy they are looking for is Tinker Bell. Alarmed, Regina thinks it's a bad idea, and as the search for Tinker Bell begins, she pulls Emma aside. She presents her with the idea their combined powers will enough to go against Pan, but Emma is wary of the price of using magic. Regina is asked to at least see the plan through as a possibility of finding Tinker Bell, but she scoffs it must be a good idea since Emma's "boyfriend", Hook, gave the suggestion. Seeing both Emma and Mary Margaret's incredulous reactions to the comment, Regina quickly apologizes as worrying about Henry is making her anxious.

Out of fatigue, Regina begins to lag behind. She wipes her brow with a handkerchief, and puts it back in her pocket. It falls onto the ground, and without her noticing, Tinker Bell picks it up. Having reached her limit, Regina stops walking entirely for a break. Emma notices and approaches to ask what her relationship to Tinker Bell is. She refuses to elaborate; only stating it's a "complicated history", and it's better if Tinker Bell does not see her. Regina urges Emma to find Tinker Bell and save Henry while she stays behind. Once alone, Regina begins hearing shuffling in the bush. Unsurprised, she calls out Tinker Bell, who steps out of hiding. The ex-fairy begins to confront her about their "complicated history", but Regina is more shocked at how different she looks. Tinker Bell takes those words as a provoke, so Regina challenges to give it her best shot. Promptly, Tinker Bell knocks her out with a whiff of poppy dust.

Awakening in a cave with her wrists bound, Regina struggles to sit up while trying to explain why she is in Neverland, but Tinker Bell already knows the reason is to find her son, Henry. Tinker Bell's anger at the past bubbles to the surface and how she lost everything because of her. However, Regina, in defense, claims Tinker Bell wrongly interfered in her life. Even so, Tinker Bell reminds her she put everything on the line for Regina's sake. When Regina toys with the idea Tinker Bell wants her dead, she points out killing won't be that easy. Aware Tinker Bell has no magic, Regina uses her own to rip apart the rope binds effortlessly. However, she underestimates what else Tinker Bell has planned, and finds a pointed blade, coated with dreamshade, pressed into her own neck.

Presented with a threat of death, Regina gives an even more tempting prospect by pulling out her own heart and placing it in Tinker Bell's hands. Regina pushes her to crush it, but an angered Tinker Bell asks why she, all those years ago, did not go and meet her true love. Tearfully, Regina admits to being afraid of what she might have been without all the anger in her heart. She points out her heart is the product of not having chosen love as it is almost completely blackened, so Regina asks Tinker Bell to pick between vengeance and hope. Wavering in her decision, she asks if Regina loves her son. After receiving an affirmative response, Tinker Bell admits it's too late to backtrack, but Regina promises it won't be if she doesn't crush the heart. Tinker Bell warns she won't be helping her find Henry as it's possible Pan already got to him, but returns the heart unscathed.

Regina leaves the cavern to see David, Emma, Hook and Mary Margaret apprehending Tinker Bell over her disappearance. Quickly, she comes out and reassures them the fairy does not have bad intentions, but won't be helping them. When prompted over the reason, Regina comes clean that Tinker Bell no longer possesses magic, pixie dust or her wings. Emma asks how that happened, so Tinker Bell claims people stopped believing in her, though only she and Regina know the truth. Through much discussion, Emma and Mary Margaret promise if Tinker Bell gives a hand to their cause, she can make a new home in Storybrooke. Tinker Bell agrees to the deal, and announces her intentions to enter Pan's base as well as leave an opening for them, too. Joining her new-found allies at camp, Tinker Bell asks Regina if she ever went back to look for the man with the lion tattoo. She replies it never happened, which prompts Tinker Bell to say her actions were selfish. Confused, Regina doesn't understand how, so Tinker Bell reveals her actions not only ruined her own life, but her true love's as well.

Trivia

 * The name "Regina" is of Latin origin that means "Queen".
 * The surname "Mills" is of English origin that was an occupational word used for someone living near or working on a mill. It also alludes to the Rumpelstiltskin fairytale as her mother Cora was the miller's daughter who could spin straw into gold.
 * Regina named Henry, her adoptive son, after her deceased father.
 * She retains a small amount of magic via items she carried over from the Enchanted Forest, including her apple tree.
 * The door to her secret collection of human hearts is hidden in her family crypt inside a false tomb dedicated to her father.
 * Nearly every room in her house has a mirror, in reference to the Evil Queen's Magic Mirror, who was able to look through other mirrors to spy on people.
 * There is a ceramic horse sculpture on Regina's mantel above the fireplace in her office. This is likely in homage to the prized steed of the Evil Queen, whose heart she tried to use to enact the Dark Curse.
 * As the Evil Queen, she possessed a silver chest, which she has retained in her office in Storybrooke.
 * Her house in Storybrooke is white; complementary to her palace, which was black.
 * Regina has a secret room in her mausoleum displaying dresses, mirrors, and jewelry from her time as the Evil Queen.
 * According to show creators Adam Horowitz and Edward Kitsis, Regina would not be affected by memory loss if she left Storybrooke.

Appearances

 * Regina's name appears on the list Tamara has in "The Evil Queen".