It was written by Jane Espenson and directed by Ralph Hemecker.
A straw spinning wheel is featured in the forest.
In the Characters' Pasts
A young Cora scolds her father for falling asleep when he was supposed to make a delivery of flour. Cora travels to deliver the flour in his stead. A girl named Princess Eva trips Cora, causing her to spill the flour. King Xavier refuses to pay for the flour and demands Cora apologize. Begrudgingly, Cora falls to her knees and begs for forgiveness through gritted teeth.
That night, Cora sneaks into the masked ball held for King Xavier's son Prince Henry where she unknowingly criticizes the king's actions to the prince as an act of selling off his son Henry to a bride to solve the kingdom's financial problems. They are interrupted by the king, who recognizes Cora despite her disguise. She chastises him for what he's doing, but he reminds her that even though he is suffering financially, he is still of a better social status than her. Out of anger, Cora boasts that she can spin straw into gold, but refuses to because the king insulted her. King Xavier presents her to the ball with her claim. Cora manages to convince the king that it takes time. King Xavier has her locked in a tower full of straw to spin by morning, or be executed.
As Cora considers jumping out the tower window, Rumplestiltskin appears to her. He demonstrates that he can spin straw into gold, and will do it for her if she signs a contract, where she must give up her first-born child in return. Cora instead demands that Rumplestiltskin teach her how to not only spin straw into gold, but also how to do magic. The deal on the contract is changed from Cora giving up her first-born child, to giving Rumplestiltskin his child.
As Cora struggles, Rumplestiltskin teaches her how magic is channeled through emotion rather than thought. That one has to feel so strongly about something, that they would do anything. When Cora asks Rumplestiltskin if he ever wanted something that bad, he reveals to her that he did once. When he was humiliated and forced to kiss a man's boots in front of his son. Cora wants revenge against King Xavier and the rest of the royals for mistreating her. She wants them all to bow before her. As she reveals her desire to Rumplestiltskin, she successfully turns the straw into gold. The two also begin an affair.
Cora presents the gold to the King, who keeps his promise and arranges for Cora to marry Henry.
Cora admires her wedding dress when Rumplestiltskin shows up. She begins to question if she truly has everything she wanted, when she turns to Rumplestiltskin. Even though she's marrying Henry, she would be fifth in line to the throne, a position she is certain would not come without bloodshed. She decides to take King Xavier's heart and run away with Rumplestiltskin. The two agree to meet later that night.
That evening, Cora meets the King. She talks to him of love, which he admits he never cared for, calling it a weakness. He talks to her of the superiority of power over love and gives her a choice: either marry Henry and gain great power, or run away with the imp (revealing he knew of Cora's and Rumplestiltskin's liaisons). Cora returns to her room with a chest, and inside is the first heart she's ever stolen.
Cora meets Rumplestiltskin as planned later that night. He asks if she took King Xavier's heart, and she replies that she could have, but she didn't. She goes on to tell him that she is marrying Prince Henry instead. He begins to question whose heart is in the box, and Cora reveals she ripped her own heart out; she reminds him it was he who told her to eliminate any obstacle in her way, and she believes her heart was an obstacle. Rumplestiltskin grows furious, claiming that she never loved him and that she broke their contract. She brings up that the contract was changed, that she would bring him his child, and any child she has would not be his.
Months later, Cora holds an infant in her hands, a girl. King Xavier asks for the child's name, and Cora answers that her name is Regina. "For one day, she will be queen." Cora raises the infant Regina into the air, and the kingdom fall to their knees bowing to her, giving Cora the satisfaction she sought. She has finally gotten her revenge.
Outside of Storybrooke
Mr. Gold has been fatally stabbed in the heart by Captain Hook. This is no regular stab; Hook had laced his hook with an Enchanted Forest poison for which the Land Without Magic has no remedy. Gold's time is running out, so he is taken back to Storybrooke where magic can heal him. Gold, Emma, Neal, and Henry hijack Hook's ship in order to return to Storybrooke where they are met by Mary Margaret and David. From there, they take Gold back to his shop where he can cast a spell in order to protect them from Cora and Regina.
Cora and Regina have the Dark One's dagger, noticing that his name is vanishing from it. If Gold dies before someone can take his curse from him, the Dark One's magic will vanish completely. Out of desperation, Cora decides to work towards making herself the new Dark One to fulfill her promise to Regina and to gain power beyond her own.
Meanwhile, Gold knows that he is not strong enough to cast the spell needed to protect his shop. With his help, Emma uses her inner found magic to summon a barrier that will protect the people in the shop for some time. Mary Margaret finds something that she had not expected to find when Gold requests a warmer blanket; she finds the candle that Cora gave her back in the Enchanted Forest. This candle can be used to save someone's life at the expense of another.
Worrying that he will die, Gold asks to call Belle. Neal is informed by Emma that Belle is his father's girlfriend, something that shocks him; he didn't think his father could love someone again. Despite Belle still not remembering who he is, Gold tells her he loves her, and that she is a hero for loving a monster like him, something which moves her. After the call, Gold and Neal reconcile their differences and Neal admits he always loved his father. Gold is reunited with his son; the deal Cora and Gold made all those years ago.
Cora and Regina eventually catch up with them at the shop and break down the mystical barrier. During the confrontation between Cora, Regina, Emma, Neal, and David, Mary Margaret escapes from the back door where she makes her way to Regina's family mausoleum where Regina keeps all the hearts she has taken. She locates and curses Cora's heart using the candle. David and Emma eventually find out that Mary Margaret has disappeared. David finds out where she went, but he is too late. Regina arrived there before he did. Mary Margaret had already given the heart to Regina claiming that the reason why her mother didn't love her is because Cora did not have her heart with her.
Back at Mr. Gold's shop, Cora makes it to the weakened Mr. Gold and is about to kill him with the dagger when Regina appears and inserts the cursed heart back into Cora. A change comes over Cora with a genuine smile on her face, but this is short-lived. The poison that was from Mr. Gold's wound starts to spread throughout her body and she becomes extremely weak and soon dies in Regina's arms, but not before telling her daughter "You would have been enough." Gold is healed completely due to the candle's spell. Mary Margaret returns to the shop in a rush screaming at Regina to stop, but it is too late. A vengeful Regina glares at Mary Margaret and explicitly blames her for her mother's death.
"The Miller's Daughter" was written by consulting producer Jane Espenson, while being directed V alum Ralph Hemecker.