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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.


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.[2]


This section is a detailed recap of this episode. There are major spoilers. Click to expand.

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 clock tower 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 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 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."

Deleted Scenes

"Another Option"

This scene is included on Once Upon a Time: The Complete Fifth Season.

As Regina, Robin and Henry arrive at the docks with the others to leave the Underworld, Regina admits that she doesn't want to leave them, which makes Mary Margaret become upset and hug her. As they walk, Henry tells Regina that her father is the only person she ever loved once and that now she's trying to make up for she did to him, which Regina says that what she did she can never make up for. Henry then asks her why he is named after her father. Regina explains that it was never about her, it's about her father himself. Out of all of her bad life, her father is the only person who believed in her and gave her hope. And Henry showed her that she can find happiness again, just like her father did. After a brief moment, she decides to no leave, because that's exactly what her mother wants. After they hug, Regina explains that she's helping her new family.



Guest Starring





Production Notes

  • The opening scene with Neal was not filmed during the original filming schedule of this episode, which occurred in November 2015. Instead, Michael Raymond-James filmed his scene indoors on a soundstage three months later in January 2016. The actor went through great lengths to keep his return a secret.[6]
  • HIDDEN DETAILS: The birthday theme of the episode's flashback is in celebration of the show's 100th episode anniversary.
  • CUT CONTENT: A segment where Cora picks up and holds a black flower from Regina's vanity table after she comes through the looking glass (the same flower Regina was holding and put on the table at the start of the scene), was deleted from the episode.[7]
  • REAL WORLD FACTS: Fittingly enough, the pentacle and the pentagram are often associated with evil and the devil. However, they are also seen as positive and spiritual images. These symbols have been used by major world religions, and can be found in ancient scriptures of Christianity and even Judaism. In earlier times, Christians have widely used the pentagram as a personal charm and a protective amulet, and at one time, the pentagram was used to symbolize the five wounds of Jesus when he was hanged on the cross. The pentagram and the pentacle have also been used by occult faiths and magicians, and today, the pentagram is used as a symbol for Wicca, Witchcraft, and Paganism. It is also said that the five points of the pentagram represent the five elements, fire, earth, water, air and spirit.[12]
  • The platform over the River of Lost Souls from "Devil's Due" is also shaped like a pentacle.[13]

Event Chronology

Episode Connections




Fairytales and Folklore

Popular Culture

  • HIDDEN DETAILS: Paganini[21] (or his mother)[22] was often thought to have "sold his soul" to the Devil, due to his extraordinary talent.

Props Notes

  • HIDDEN DETAILS: If you look at the villagers standing in line, you can see that all of them are holding birthday presents for the Evil Queen.[23]
  • HIDDEN DETAILS: The frosting on the Evil Queen's birthday cake[24] shows a crown and Regina's coat of arms.[25]

Set Dressing

  • The same sign appears on a drawing on the bulletin board that David puts together when investigating his father's death in the Season Six episode "Murder Most Foul".[40]
  • HIDDEN DETAILS: Cerberus is pictured on a flag in Hades' lair.[42]

Costume Notes

  • BRAND INFO: The necklace and earrings the Evil Queen is wearing during her birthday party[48] are a LuLu Frost black Radiant Necklace[49] and black Radiant Earrings[50] (both are no longer available).

Filming Locations


  • In the close-up of the Blind Witch's eyes, you can see the contact lenses used to hide the actress' pupils.[55]

International Titles



  1. Porter, Rick (March 8, 2016). Sunday final ratings: ‘Madam Secretary’ adjusts down. TV by the Numbers. “Once Upon a Time (ABC) (...) 4.01”
  2. 2.0 2.1 LISTINGS: ONCE UPON A TIME. The Futon Critic. “Air Date: Sunday, March 06, 2016. Time Slot: 8:00 PM-9:00 PM EST on ABC. Episode Title: (#512) "Souls of the Departed".”
  3. File:512Title.png
  4. TwitterLogo.svg @AdamHorowitzLA (Adam Horowitz) on Twitter (October 29, 2015). "Here's another #OnceUponATime #titlespoiler -- it's a special one -- #100thEpisode -- hope to see ya Sunday!" (screenshot)
  5. Dove, Steve. Storybrooke Secrets: Welcome to Storybrooke. ABC. Archived from the original on October 24, 2013. “And while Owen is a Star Wars fan, his dad Kurt later tells Regina he's from "New Jersey, home of the Boss." Adam Horowitz is a big fan of Bruce Springsteen.”
  6. 6.0 6.1 Blind Item: Which Drama Is Plotting an Actor's Improbable, Surprise Return?. TVLine (January 22, 2016). “Although a cynical few might have thought such a homecoming would never happen, the truth is that the returning star quite enthusiastically went to great lengths to disguise his/her identity while en route to the set, where the hush-hush scenes were filmed under close guard, and strictly indoors.”

    Mitovich, Matt Webb (February 22, 2016). Once Upon a Time Season 5B Brings Back Michael Raymond-James as Neal. TVLine. “As teased by this TVLine Blind Item, Raymond-James last month sneaked back to Vancouver to shoot a scene for the Season 5B premiere (airing Sunday, March 6 on ABC), in which Neal's one true love Emma braves the Underworld… to save freshly deceased Hook's life. And when we say he "sneaked," we mean it. I hear that because of the mutual admiration he shares with Once creators Adam Horowitz and Eddy Kitsis, MRJ gamely traveled with a group and incognito, especially as he deplaned in Vancouver. And rather than hole up at one of the usual hotels where guest actors passing through town are spied on the regular, he bunked with friends outside of the city. As a final safeguard, Raymond-James' scenes were filmed indoors on a soundstage — away from the ever-looming paparazzi known to spoil many an outdoor shoot.”
  7. 7.0 7.1 InstagramIcon.png vfxsup (Craig Clarke). November 25, 2018. "Behind the boom on Barbara Hershey ;)" (archive copy)
  8. Nilles, Billy. Once Upon a Time's Greg Germann Teases Hades' Surprisingly Electric Love Connection. E!. “But for now, he's just enjoying getting to put his spin on a character that dates back to Greek mythology—a spin that began with that surprising pedicure in his first episode. "I called up Adam and Eddy and I said, 'You know, this is where I live. I think I should be doing something that Hades has done, like maybe he's getting a pedicure.' They jumped on that idea and so, it's things like that. They're really open to that," he shared.”
  9. File:512CoraLeaves.png
  10. File:520SheDied.png
  11. File:520CutTree.png
  12. Difference Between Pentacle and Pentagram. DifferenceBetween.com. Retrieved on June 3, 2016.
    Kraig, Donald Michael (June 4, 2010). Is the Inverted Pentagram Evil or Satanic?. Llewellyn Unbound.
  13. File:514ReachTheWater.png
  14. TwitterLogo.svg @LanaParrilla (Lana Parrilla) on Twitter (December 16, 2013). "She's an Aquarius Feb 1st" (screenshot)
  15. File:220LikeYoureBored.png
  16. File:512ThroughTheLookingGlass.png
  17. File:202Push.png
  18. File:512Waiting.png
  19. File:512Room8.png
  20. File:512DidYouHear.png
  21. Goran Blazeski. Niccolo Paganini the violin virtuoso was so good that people thought he sold his soul to the devil. The Vintage News. Retrieved on August 10, 2020. “[...] There were many extraordinary violinists in the 19th century but Paganini was so beyond his peers that it was rumored by his contemporaries that he had sold his soul to the devil.”
  22. Melissa Blevins. A Violinist and the Devil. Today I Found Out. Retrieved on August 10, 2020. “[...] It is said that Paganini’s mother had her heart set on him becoming a famous violinist, and from this, a rumor later arose that she had made a deal with the Devil, trading her son’s soul for the chance to be the greatest in history.”
  23. File:512ShesBeenHere.png
  24. File:512BirthdayCake.png
  25. File:116ClearTheRoads.png
  26. File:512Teleported.png
  27. File:422TheseStories.png
  28. File:512GoesToSafe2.png
  29. File:520GoodbyePapa.png
  30. File:211YoureBreakingUp.png
  31. File:112WhenYouArrived.png
  32. File:322TeleportedAway.png
  33. File:407IcePowersYouSay.png
  34. File:601ThereWasASon.png
  35. File:609WhyWouldI.png
  36. FlickrIconTemplate.png Lawrence Andreutti. IMG_2447 (March 5, 2016).  (archive copy)
    FlickrIconTemplate.png Lawrence Andreutti. Creation Once Upon a Time Set Tour March 5, 2016 (March 5, 2016).  (archive copy) (archive copy part 2)
  37. File:512ToTheQueen.png
  38. File:303LookingThroughWindow.png
  39. File:421ReginaLeavesTavern.png
  40. File:612TellMeIfYou.png
  41. File:512DidYouHear.png
  42. File:512DidYouHear.png
  43. File:512MyQueen.png
  44. File:117NoseOfYours.png
  45. File:512ICanHelpYou.png
  46. File:308LookAfterYou.png
  47. File:311TransformedBack.png
  48. File:512AmusingJester.png
  49. RADIANT NECKLACE - BLACK. LuLu Frost. Archived from the original on November 29, 2018. Retrieved on November 29, 2018.
  50. RADIANT EARRING - BLACK. LuLu Frost. Archived from the original on January 28, 2019. Retrieved on January 28, 2019.
  51. File:512IAlwaysWill.png
    Revelation. Theme Park Archive. Retrieved on October 13, 2018.
  52. File:322HopOn.png
    'Wave Swinger' Amusement Park Ride at Playland, Pacific National Exhibition (PNE), Vancouver, BC, British Columbia, Canada. Alamy. Retrieved on October 13, 2018.
  53. Gittins, Susan (October 21, 2014). SHOOT: ONCE UPON A TIME Goes Back to the 1980s with the Snow Queen (Elizabeth Mitchell) in Gastown Tonight. Hollywood North Buzz. “Is Salmgundi in Gastown a 1980s/1990s flashback like earlier scenes on Granville Street [when the Snow Queen arrives in Boston], at the Playland amusement park [with Mitchell as Sarah Fisher and teen Emma] and at a bus stop in east Vancouver [with Mitchell as Sarah Fisher and teen Emma].”
  54. InstagramIcon.png vfxsup (Craig Clarke). November 25, 2018. "just another crazy night shooting on location ;)" (archive copy)
  55. File:512BlindWitchEyes.png