Souls of the Departed

"They're not the dearly departed. They are dead, wretched souls."

- Mr. Gold

"Souls of the Departed" is the twelfth episode of Season Five of ABC's Once Upon a Time. It was written by Edward Kitsis & Adam Horowitz, and directed by Ralph Hemecker. It is the one hundredth episode of the series overall, and premiered on March 6, 2016.

Synopsis
Emma, Regina, Mary Margaret, David, Robin, Henry and Gold arrive in the Underworld, on a mission to rescue Hook, only to discover that their search will be more difficult than they had anticipated. The inhabitants of the Underworld—all souls with unfinished business and many with quite personal vendettas—hound our heroes at every turn. Meanwhile, in an Enchanted Forest flashback, a familiar face from the Evil Queen's past returns to present Regina with the perfect birthday gift.

Recap
Emma Swan awakens in her yellow Bug, parked in a closed amusement park. As she looks around, Neal Cassidy addresses her from the back seat. Shocked, Emma asks him if she's dreaming. Neal, joining her in the front seat, assures her that she is not dreaming, and compares the encounter to "a long distance call from an old friend." He asks her how their son is doing. Emma tells him that Henry is fine, and asks him if they are in the Underworld, recalling that she was on her way there.

Neal tells Emma that he knows she was headed to the Underworld, and tells her not to go. He informs her that the Underworld is not an easy place to leave, and although he knows she wants to save Hook, the situation will not end the way she thinks it will. When Emma tells Neal that she would have gone after him too if she knew it was possible, Neal informs her that she wouldn't have been able to, as he is not in "limbo". Emma asks if Hook is in the Underworld, Neal tells her he is, and Emma reveals her plan to split her heart and share it with Hook. She asks Neal for help, but he tells her that the Underworld "is for people with unfinished business" and he doesn't have any, which is why he isn't there. Emma asks him where he is, and Neal replies that he's someplace where he's happy, and he came to her to warn her. He asks her again to give up her plan. Emma tells him that she can't, and Neal responds that he knew it, but still had to try. He kisses her forehead and tells her that he loves her, then exits the car. Emma says his name, touching the window, and suddenly awakens on the boat transporting her, Mary Margaret Blanchard, David Nolan, Regina Mills, Robin Hood, Henry Mills and Mr. Gold to Underbrooke. Mary Margaret asks Emma if she's okay, and Emma assures her parents that's she's fine. Mr. Gold informs the group that they've arrived.

The group disembarks, and finds themselves walking along the main street of an eerie, run-down version of Storybrooke. The clocktower lies in the road, and Emma's burned Bug sits on blocks outside the Marine Garage. Emma wonders how the Underworld can look like Storybrooke, and Gold replies that her questions are pointless. He reminds the group that the residents of the Underworld are "dead and trapped because they have unfinished business". Cruella De Vil drives by in her distinctive car, and Mr. Gold reminds Emma that Cruella is there because of her. He reminds the group that many of the residents are there because of them, and advises them not to dawdle. Emma suggests the group split up, and they do. As Regina and Robin Hood fall in together, they pass by a man graffitiing the Any Given Sundae sign, who stops to gaze at Regina.

In the Enchanted Forest of the past, the Evil Queen and her Black Knights arrive in a village, with all its residents standing outside holding various gifts. A peasant woman wishes the Queen a happy birthday, proffering her a pie. Regina samples the filling, which is blueberry, calling it "not bad", but declaring that she prefers apple. The woman looks frightened as Regina addresses the crowd, telling them that while they don't have the present she wants, they will get it for her--"Snow White's heart on a plate". She informs the crowd that she knows Snow White has visited, and approaches the woman with the blueberry pie, gesturing toward her chest. Blacktooth, a man in the crowd speaks up, stopping the Queen. He informs her that he can tell her where Snow White is, but wants something in return. Refusing to deal with him, the Queen uses her magic to choke the man, demanding he tell her "where that wretched girl is". A voice responds "Behind you!"

Snow White, armed with her bow, Prince Charming, Grumpy, Bashful, Doc, Dopey, Happy, Sleepy and Sneezy stand among the villagers. Snow White suggests that they end the conflict. Regina blows out the fireball in her hand, telling Snow White that she's lucky it's her birthday, and disappears.

A short time later, Regina stews in her Dark Palace. Her father suggests that she should give up on revenge and move on. Regina tells him that she won't give up until she adds Snow White's hear to her collection. Her father tells her that he understands that she loved Daniel, but her mother is to blame for his death, and tells his daughter not to let her win by becoming the "merciless Queen" she wanted her to be. The Queen reminds her father that her mother does not control her, reminding him that she banished her to Wonderland. Her father informs her that while she holds on to her quest for vengeance, her mother will always have a hold on her.

In present day Underbrooke, Blacktooth approaches Cora in the Mayor's office in Underbrooke's Town Hall. He informs her that "she" is here. Cora thanks him, and asks how her daughter is doing.

Elsewhere, Mary Margaret enters Underbrooke's version of Granny's Diner. Behind the counter, the Blind Witch breathes deeply, recognizing her as Snow White. Mary Margaret tells the Witch that she is looking for a friend, and describes a man with dark hair and a hook for a hand. The Witch recognizes the description has Hook, but informs Mary Margaret that he hasn't been to the diner. David enters and, noting that his outfit has changed, Mary Margaret asks him if everything is okay. He assures her it is, and as she begins to tell him that the Underworld is creeping her out, he kisses her. Breaking the kiss, he comments, "I see why my brother likes you", revealing himself as David's deceased twin, Prince James. James deduces that, since Mary Margaret is in town, so is his brother. He gives Mary Margaret a message for David: "There's a new Sheriff in town." He takes a coffee from the counter and exits through the back of the diner.

The real David Nolan enters, catching a brief, shocked glimpse of his brother's back. Emma and Mr. Gold also enter the diner. Mary Margaret informs Emma that there is no sign of Hook at the Town Hall or park. Emma worries that Hook might not have any unfinished business, and may not even be in the Underworld. Mr. Gold reminds her that Hook died as the Dark One, and is in the Underworld. He tells the group that he wants to do things his way, and may have something in the Underworld that can help. He exits the diner alone.

Henry enters via the passage to Granny's inn, holding a key. He tells Emma he was checking the rooms, and Emma recognizes the room number as the one Neal used in Storybrooke. Henry tells her that he wanted to tell his father that he is "okay". Emma assures him that his father knows. When Henry asks how she can be sure, Emma, with tears in her eyes, responds that she just is, and tells Henry that Neal is in a better place.

Regina and Robin Hood walk along the town's main street. Robin remarks that the town's resemblance to Storybrooke is "uncanny". Regina remarks that she "conjured" Storybrooke using the Dark Curse, and speculates that the creator of the Curse got their inspiration from the Underworld. Robin suggests the opposite might also be true.

Regina stops suddenly, accusing Blacktooth, also the man she saw grafittiing earlier, of following her and Robin. She asks him why, and he responds, "Someone wants to see you."

Starring

 * Ginnifer Goodwin as Snow White/Mary Margaret Blanchard
 * Jennifer Morrison as Emma Swan
 * Lana Parrilla as Evil Queen/Regina Mills
 * Josh Dallas as Prince Charming/David Nolan
 * Emilie de Ravin as Belle French
 * Colin O'Donoghue as Hook
 * Jared S. Gilmore as Henry Mills
 * Rebecca Mader (Credit only)
 * Sean Maguire as Robin Hood
 * Robert Carlyle as Mr. Gold

Guest Starring

 * Lee Arenberg as Grumpy
 * Emma Caulfield as the Blind Witch
 * Giancarlo Esposito as Magic Mirror
 * Greg Germann as Hades
 * Barbara Hershey as Cora
 * Robbie A. Kay as Peter Pan
 * Tony Perez as Valet
 * Michael Raymond-James as Neal Cassidy

Co-Starring

 * Jesse Blue as Black Knight
 * Michael Coleman as Happy
 * Faustino di Bauda as Sleepy
 * Stefano Giulianetti as Jester
 * David-Paul Grove as Doc
 * Jeffrey Kaiser as Dopey
 * Gabe Khouth as Sneezy
 * Mig Macario as Bashful
 * Steven Roberts as Blacktooth
 * Julia Tortolano as Blueberry Pie Gal

Uncredited

 * Josh Dallas as Prince James
 * Unknown as Charon
 * Unknown as Cruella De Vil

Trivia
Production Notes=

Production Notes

 * The title card features the Underworld's fallen clock tower.
 * Adam Horowitz is a fan of the singer Bruce Springsteen. This episode shares its name with a song from the rock star's 1992 album Lucky Town.
 * The opening scene with Neal was not filmed during the original filming schedule of this episode, which occurred in November of 2015. Instead, Michael Raymond-James filmed his scene three months later in January of 2016. The actor went through great lengths to keep his return a secret.
 * Jiminy Cricket appears in this episode, but Raphael Sbarge did not return to voice him.
 * The idea of Hades getting a pedicure was pitched by Greg Germann.
 * -|Episode Connections=

Event Chronology

 * The Underworld events take place after Hook's death in "Swan Song", and before "Labor of Love".
 * The Enchanted Forest events take place after "Lost Girl", and before "Hat Trick".
 * These events take place on February 1st of an unspecified year.
 * The Storybrooke events take place during "Swan Song", after Emma makes a deal with Mr. Gold and before the group's departure for the Underworld.

Episode Connections

 * Neal sacrificed himself in "Quiet Minds".
 * Neal surprises Emma in her car, exactly like he did when they first met in "Tallahassee".
 * Emma wants to split her heart and give it to Hook in order to save him. This was first established in "Swan Song".
 * Emma killed Cruella De Vil in "Sympathy for the De Vil".
 * The Blind Witch was killed by the Evil Queen in "True North".
 * Prince James was killed by Behemoth in "The Shepherd".
 * Prince James is mistaken for David in this episode. David was previously mistaken for James in "Tiny".
 * Neal's room key number is 8. Neal previously stayed at room number 8 at the inn, which was established in "The Evil Queen".
 * Cora killed Daniel in "The Stable Boy".
 * The mirror Cora comes out of, is the same mirror that Regina sent her through in "We Are Both".
 * Peter Pan was killed by Mr. Gold in "Going Home".
 * It was revealed that Peter Pan was Rumplestiltskin's father in "Think Lovely Thoughts"
 * Peter Pan mentions his last words to Mr. Gold before their deaths in "Going Home".
 * The reson for the Underworld looking like Storybrooke is revealed in "Our Decay".
 * Cora was previously killed by Mary Margaret in "The Miller's Daughter".
 * Valet was killed by Regina to cast the Dark Curse in "The Thing You Love Most".
 * After Valet is taken prisoner by Cora, the Evil Queen travels to Wonderland to rescue him, an event shown in "Hat Trick".
 * Merida had previously used the Ale of Seonaidh in "The Bear King".
 * Cora and Regina mention Cora's last words before she died in "The Miller's Daughter".
 * This is the second time that Cora visits her daughter Regina. The first one happened in "Mother".
 * Magic Mirror tells the Evil Queen, "You always have me.", an event shown in "Fruit of the Poisonous Tree".
 * The war between the Evil Queen and Snow White began in "Lost Girl".
 * This is not the first time that the Evil Queen visits a village to know where Snow White is. She did it again in "The Evil Queen" and "Snow Drifts".
 * When Regina decides to stay in Underbrooke, the fallen clock tower begins to tick. The same event happened with Emma in "Pilot".
 * Hades turns Cora into a miller, just like how she was in "The Miller's Daughter".
 * -|Cultural References=

Disney

 * Hades' hair turns to blue flames just like in the Disney film Hercules.

Fairytales and Folklore

 * This episode features Snow White, Prince Charming, the Evil Queen, the Magic Mirror and the Seven Dwarves from the Snow White fairytale, the Miller's Daughter from the Rumpelstiltskin fairytale who also serves as the Queen of Hearts from the Alice in Wonderland story, the Prince from the Prince and the Pauper story, Captain Hook and Peter Pan from the Peter Pan story, the Blind Witch from the Hansel and Gretel fairytale, Robin Hood from the ballad, Cruella De Vil from The Hundred and One Dalmatians story, and Hades and Charon from Greek Mythology.
 * This episode introduces the Underworld from Greek mythology. The five rivers of the Greek underworld can be seen in Hades' lair.
 * Emma uses ale of Seonaidh to try to contact Hook. Seonaidh is a Celtic water spirit from the Isle of Lewis, who had to be offered a cup of ale in hope of prosperity in the forthcoming year.
 * When Henry names Operation Firebird, Emma wonders if he is referring to the mythological bird; a reference to the firebird from Slavic mythology.

Lost

 * Neal's room key number is 8, the second Lost number.

Popular Culture

 * When Henry names Operation Firebird, Emma wonders if he is referring to the "muscle car"; a reference to the Pontiac Firebird automobile.
 * The violin music playing in Hades' lair is Niccolò Paganini's composition "Violin Concerto No. 2 In B Minor, Op. 7, Ms 48". He also says to Cora that he wouldn't expect a miller's daughter to "appreciate a virtuoso like Paganini".


 * -|Props Notes=

Props Notes

 * In the Underworld version of the pawnshop, a severed hand can be seen lying on a pedestal.
 * A severed hand was also sitting on a shelf in the real pawnshop in "The Outsider", while Mr. Gold conversed with Belle on the phone.
 * A severed hand was also on a pedestal in Rumplestiltskin's castle in "Skin Deep". The hand is most noticeable when Belle walks away from the cupboard after she takes out the vase.
 * As Snow White and her friends are celebrating, the sign outside the building behind them (a face made of leaves) is the same sign that was used for the tavern where Queen Regina found her soulmate in "Quite a Common Fairy", and the tavern Robin Hood takes her to in Isaac's storybook in "Operation Mongoose Part 1".
 * There is a statue of an eagle in Hades' lair. The eagle is the symbol of Zeus, who is Hades' brother in Greek mythology.
 * Cerberus is pictured on a flag in Hades' lair.


 * -|Other Notes=

Filming Locations

 * Emma's dream/vision with Neal was filmed in Vancouver's Playland amusement park, in front of the roller coaster "The Revelation".
 * The scene with Emma and Neal at the Portland amusement park in "There's No Place Like Home", and the scene with Ingrid and young Emma at the funfair in "Shattered Sight", were filmed in the same location.
 * Vancouver's Mountain View Cemetery doubles as the Underworld Cemetery for the show.