The episode was written by Christine Boylan and Jane Espenson and directed by Gwyneth Horder-Payton.
The Evil Queen's fortress appears in the forest.
In the Characters' Past
In the Enchanted Forest, Queen Regina searches for the fugitive Snow White and finds that Snow has recently left a village. Regina offers the villagers gold for information on Snow, whom she denounces as the murderer of Leopold, but they remain silent. Regina orders all the villagers killed. She meets with Rumplestiltskin, asking to learn Cora's shape-shifting spell. He tells her it would take too long to teach it, instead offering to cast it on her himself, in exchange for her cutting off trade with King George's kingdom in order to bankrupt him. She agrees and is transformed into an inconspicuous peasant. She will be unable to use her own magic while under the spell, but she plans to get close enough to Snow White to murder her with her own hands, and then cast herself as a hero instead of the "Evil Queen" her subjects call her.
In a marketplace, Regina is unable to contain her anger at seeing the public defacement of an effigy of herself; blamed for the crime and mocked as a madwoman when she proclaims herself the queen, guards take her to be beheaded. Snow White appears and rescues her from the chopping block, taking her to a forest hideout to nurse her injuries. Regina asks why Snow, a known fugitive, would risk her own life to help her, a stranger. Snow explains that a stranger saved her life when she was a little girl on a runaway horse, and that two people can form a true connection through kindness. At Regina's prompting, Snow also speaks of Regina as they move within the forest, saying that if Regina were truly repentant and wanted to be a family, Snow could forgive her for sending the Huntsman after her. But when they come to the massacred village, Snow declares that there is no good in Regina and her crimes are unforgivable. Regina reminds Snow that Regina saved her from the horse, a connection Snow never revealed, leading Snow to recognize Regina. Snow nocks an arrow but does not shoot as Regina flees. Regina comes to the palace of Rumplestiltskin, who has repeatedly ignored her verbal summons. He forces her to acknowledge that neither Snow nor the people will ever accept her, then restores her appearance. She embraces her identity as the "Evil Queen."
At the library clock tower, Greg and Tamara remove Hook hood, where they proceed to begin their plot to take magic from Storybrooke and at the same time look for Greg's father. The outsiders offer Hook a chance to help them, but Hook says that he already succeeded in his mission in killing Rumplestiltskin. But the two show Hook that his mission failed by pushing him to the window and Tamara giving him his telescope to show him that Mr. Gold and Lacey are still alive. Hook reluctantly gives in to their demands. At the same time, at the docks, David and Mary Margaret discuss what to do about Regina, knowing that everytime they tried to trust her she kept breaking those promises, unaware that Regina, posing as a fisherman, is hearing the conversation and vows that she will not be locked away. The following morning Regina approaches Henry at the park and tries to manipulate him into believing that his family is about to take him away from her by showing off the magic beans that would transport them back to the Enchanted Forest. However, when Regina tells Henry that she plans to solve the problem by unleashing a fail-safe trigger that would wipe out Storybrooke, Henry tells Regina that she has not changed and before he can warn the family, Regina takes out her book of spells and gives him a short-term memory block to make him forget about the conversation and they start over as if nothing happened.
Meanwhile at Granny's Diner, Emma bumps into Tamara just moments after she was picking up sandwiches for her and Neal/Baelfire. As Emma was helping her, she noticed Tamara had a list of Storybrooke residents and their true identities on her. Tamara was quick to pick it up but assured Emma that she wouldn't reveal the truth about Storybrooke. As expected, Emma deduces Tamara as the "She" that August warned her about, but when she ran this by Mary Margaret, her mother quickly dismisses it as Emma's jealousy towards Tamara because Emma might have feelings for Neal. Mary Margaret warns Emma if Henry finds out he will want to reunite his parents, so she tells Emma not worry about it until she has proof. However, Henry heard everything and now wants to tag along with Emma and restart Operation Cobra. At the Inn, the two stake out the place until Neal and Tamara leave so Emma can snoop with Henry as a lookout. Inside she checks the room until she notices a creaking sound on the floor, only to have Neal return to discover Emma trying to pry the floor open. Emma insists Tamara is not to be trusted but the floorboard reveals nothing. She tells Neal that Tamara had a list of Storybrooke residents, however, Neal tells Emma that he was the one who gave Tamara the list so she can tell who's who in town, so she should not be jealous but says that he trusts her. Emma and Henry both believe that Tamara might be planning something, but Henry thinks that Neal and Emma should get back together, and even brings up the subject of the magic beans to Emma. Unfortunately, when Mary Margaret, David, and Leroy arrive at the bean field, they discover the crop was burned, leading to speculation that someone found out at the last moment.
At the Mayor's office, Hook shows up to warn Regina about Greg and Tamara, and that he was offered a deal to help them take magic from Storybrooke, but tells Regina that he can help her by betraying the outsiders by offering his services and reminding her how loyal he was to Cora, who he learns has died. Regina agrees to this alliance and then proceeds to explain to Hook that the curse has a fail-safe trigger that will wipe Storybrooke off the map and retrieving the device would be the only way to take Henry with her now that she has found out about the magic beans. As the two then venture down the library's elevator for what Regina reveals to Hook was a two-man operation, Regina notices Hook wearing Cora's arm brace and demands that he give it to her, and he does. When they reach the bottom, Regina tells Hook that this task requires a distraction, so she pushes Hook down into the lair to face a wraith-like Maleficent while Regina heads to Snow White's coffin to pick up a black diamond. As Regina returns to the top of the library, she is shocked to see Hook is there as she hands over the diamond. Unfortunately, Regina has been betrayed by Hook, since it turns out that he had been allied with Greg and Tamara all along. Regina also discovers that she cannot use her powers, as she learns that the leather cuff Hook gave her and placed on her left wrist renders her powers useless. As Tamara takes out her list of Storybrooke residents and identities, Greg tells her that Regina is the "Evil Queen" before they bag her.
"The Evil Queen" was co-written by Christine Boylan & Jane Espenson, while Gwyneth Horder-Payton served as the episode's director.
Disney references in this episode point to Sleeping Beauty and Snow White.
When changing Regina back into the Queen, Rumplestiltskin says, "So sad, so true," a reference to the song "Poor Unfortunate Souls" sung by Ursula in "The Little Mermaid."