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And Straight On 'til Morning
Season 2, Episode 22
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Airdate May 12, 2013
Written by Edward Kitsis
Adam Horowitz
Directed by Dean White
Episode Guide
Second Star to the Right
The Heart of the Truest Believer

And Straight On 'til Morning is the 22nd episode of the second season of the American ABC fantasy/drama television series Once Upon a Time, and the show's 44th episode overall. It aired on May 12, 2013 and serves as the second-season finale of the series.

The episode was written by Edward Kitsis & Adam Horowitz and directed by Dean White. The episode was watched by 7.33 million American viewers, and was given mixed reviews from professional critics.

In this episode, Emma Swan, her parents, Regina, Henry, and Hook try to stop Greg and Tamara, while flashbacks show Hook's past with Baelfire.

View the And Straight On 'til Morning Gallery.


Opening Sequence

Neverland appears in the enchanted forest.

In the Characters' Past

In the hours after they pulled Baelfire out of the water and onto the Jolly Roger, Hook (Colin O'Donoghue) tells Mr. Smee that he still wants to avenge Milah's death by going after Rumplestilskin, becomes intrigued by their latest catch, not knowing that Bae is Milah and Rumplstiltskin's son. While Baelfire is not happy being rescued by a pirate, Hook, who now has found out who his father is, thinks he may have found the opportunity. While they ponder whether or not to send him back to Neverland, Hook tells Smee that Bae would make an excellent pirate for his crew. But it appears that the Lost Boys have shown up at the Jolly Roger, eager to get their hands on Baelfire, warning Hook the Shadow will tear his ship apart if they do not hand over Baelfire. But they come up empty-handed thanks to Bae holding his breath in a secret compartment.

As the two bond, it appears that they formed a good relationship, with Hook showing Bae how to navigate the ship, even carving markings to show him the directions. Hook asks Bae about his family, who told him that his mother was killed by a pirate, and that his father changed after he became the Dark One, while Hook reveals that he also lost his father, who abandoned him so he wouldn't be captured by the authorities. Later on, after Bae recognizes Milah's picture after looking at his desk, he turns on Hook, who now knows that he is Rumplestiltskin's son. Hook then explains to Bae that Rumplestiltskin was the one that killed Milah and that she regretted leaving Bae. Despite knowing the truth, Bae is still angry with Hook for splitting up his family. Bae tells Hook that he wants to go back to the Darling family, but Hook says that they cannot go back, then responds with, "This ship can be your home, your family ... it's not too late to start over. I can change, Bae, for you." Unfortunately, Bae turns him down, believing that Hook is only thinking of himself. But moments later, the Lost Boys show up to grab Bae, because Hook has made a deal with them. As they take off with Bae, Hook feels that he disappointed himself by giving up Bae, so he crosses out the marking he made.

Later, the Lost Ones compare Bae to a drawing and, since he is not a match, declare that he will live but will be held captive. The drawing shows that Henry Mills is the individual sought by the shadow; they got him, but before conception and birth. The leader says that he will show up, as "Peter Pan never fails."

In Storybrooke

At the park, Mr. Gold (Robert Carlyle) walks up to see Henry (Jared S. Gilmore) playing on a swing, with Granny (Beverley Elliott) and her crossbow keeping watch. Gold, still believing Henry will be his undoing, uses magic to fray the rope of the swing so that Henry will hit the rocks. Before this can happen, Emma Swan (Jennifer Morrison), David (Josh Dallas), and Mary Margaret (Ginnifer Goodwin) arrive to tell him and Henry the news that Tamara shot Neal and he fell into the portal. Gold blames himself for losing his son again and, when they tell him about the danger, refuses to help them save Storybrooke. Meanwhile, in the mines, Tamara (Sonequa Martin-Green), Greg (Ethan Embry), and Hook set the diamond on a rock. Then Greg uses Happy's pickaxe to trigger the device that will destroy the town and revert it to a forest. However, Hook, seeing that they have something else planned, decides not to be involved with their destruction of "his kind." Back at Mary Margaret's apartment, Regina (Lana Parrilla) wakes up and is greeted warmly by Henry, who is excited to see her again. As an exploding sound is heard, Regina tells them that the device has been activated and she can only slow it down. Hook then shows up to offer assistance, and after he gets an earful from everyone, including a punch in the face from David, all parties agree that they should set aside their differences. Regina tells Henry that she is to blame for what is happening, also saying to him that she will love him no matter what, then tells him "Good Bye" before they all leave.

As Greg and Tamara try to destroy all evidence so they can escape, David and Hook arrive to stop them. When Greg sees them, he is slowed down by Hook and drops the beans while Tamara takes aim at David. But as soon as David catches up with Tamara, Greg attacks him, and the couple escapes with the magic beans. Hook stops David just in time to show them that he has one of the beans that they can use. Meanwhile, at the pawn shop, Gold discovers that the dwarves have taken one of the steins which they are using to restore Sneezy's memory before the destruction takes place. It turns out that the Blue Fairy has found a way to bring everyone's true memories back thanks to her restoring August back to Pinocchio. Leroy then gives Gold an elixir that he can use to bring back Belle (Emilie de Ravin). Later on, a depressed Gold looks on as Lacey continues to drink, prompting him to take out the broken cup from the cabinet and restore it to normal. He then pours the elixir into the cup and gives it to Lacey to drink, and she regains her memory as Belle. The two then hug each other.

As Regina and Emma head down to the mine, they see the diamond. Regina tells her that she can only slow down the destruction, not stop it. Containing the power of the trigger will take all of Regina's energy, killing her. But Emma discovers that Regina is willing to die because everyone sees her as the Evil Queen and she does not want Henry to think she is evil. As Regina then takes control of the device, Emma returns to Granny's to tell David, Mary Margaret, Hook, and David about what Regina is planning to do. Henry's insistence that they help Regina prompts Mary Margaret to remember how they had sent the wraith into the portal. Therefore, they can use the bean to send the device away from Storybrooke. Hook agrees to hand over the bean to Emma, but only after learning that Neal is Henry's father. As Emma, Mary Margaret, Henry, and David arrive to see a weakening Regina, Emma attempts to take out the bean, but the pouch is empty. Realizing that Hook tricked her as he has taken the bean in an attempt to escape Storybrooke, Emma looks at her family and then hugs them while Henry looks at Regina and calls her a hero and hugs her. This is also the moment Emma refers to Mary Margaret and David as "Mom" and "Dad" for the first time. Emma realizes she can help Regina by using her own magic, and as they work together the device is deactivated, resulting in Storybrooke returning to normal. But as they all celebrate saving the town from being destroyed, Emma notices Henry's backpack on the floor. He was kidnapped by Greg and Tamara, who used the device to distract the town so they could take Henry, whom they see as more valuable than magic. As Emma, Regina, Mary Margaret, and David catch up to stop them, Tamara takes out a bean and opens up a portal in the water to make their escape. The foursome are too late, but all of a sudden Hook and his ship return. He tells them he that he has had a change of heart and wants to help them find Henry and gives Emma the bean. They are then joined by Gold and Belle, who also want to join in the search. But Gold tells Belle that she must stay in Storybrooke now that they know that there are others out there that want to destroy their world. So, he gives her a spell that will cloak the town. The two kiss before he climbs aboard, after he admits he does not expect to return. Now that everyone has agreed to a truce, especially Gold and Hook, Gold conjures up his magic globe and pricks his finger, using the blood to locate Henry. After Hook throws the bean into the ocean, the ship enters the swirling portal to Neverland.

In the Enchanted Forest

Mulan (Jamie Chung), Aurora (Sarah Bolger), and a restored Prince Phillip (Julian Morris) discover an unconscious Neal (Michael Raymond-James) on a beach, gravely injured but alive.


"And Straight On 'til Morning" was co-written by series creators Edward Kitsis & Adam Horowitz, while Dean White served as the episode's director.

Cultural references

The plot of this episode has parallels to Peter Pan in its focus on Hook, Neverland setting, introduction of the Lost Boys and mention of Peter Pan. Beauty & The Beast is referenced when Belle's dark side is restored to her normal self by drinking from the chipped cup.


  • The title of this episode "and straight on 'til morning" comes from the directions to Neverland in J.M.Barrie's Peter Pan "Second star to the right and straight on 'til morning."


David Nolan: [after punching Hook in the face] And tell us why you're here, before I use something else other than my fist.
Hook: I think threatening to kill me is a bit redundant when we're all about to die anyway.
[Hook has offered to help]
Emma Swan: Why should we trust you?
David Nolan: No, we won't have to. I'll go with him. If he tries anything, I'll shoot him in the face.
Hook: Quite hostile, aren't we?
David Nolan: Just being clear.
Tamara: Unlike you, Hook, we believe in something. We have faith in the sacredness of our cause.
Greg Mendell: [taking one of the pick-axes hanging in the mining tunnel] We're here!
Hook: So your sacred cause is pilfering a dwarf's pick-axe?
Hook: Welcome aboard, Baelfire. It's a pirate's life for you.
Hook: Live to fight another day, mate.
David Nolan: I'm not your mate.
Emma Swan: What the hell are you doing here?
Hook: Helping.
Emma Swan: Well, you're too late.
Hook: Am I?
Emma Swan: I thought you didn't care about anyone but yourself.
Hook: Maybe I just needed reminding that I could.
[the device to destroy Storybrooke has been activated]
Emma Swan: I can feel it. It's like the oxygen's being sucked out of the air.
Regina Mills: Not the oxygen. The magic.
Regina Mills: You were right, you know. Everything that's happening, it's my fault. I created this device. It's only fitting that it takes my life.
Emma Swan: What am I supposed to tell Henry?
Regina Mills: Tell him that in the end, it wasn't too late for me to do the right thing.
Emma Swan: Regina, please.
Regina Mills: Everyone looks at me as the Evil Queen - including my son. I may die as Regina.
[Emma suggests that everyone get away from Storybrooke, rather than risking all by trying to save the town and Regina]
Mary Margaret Blanchard: But it's wrong. Emma, I killed her mother.
Emma Swan: You did that to Cora because you had to.
Mary Margaret Blanchard: I did it because it was easy. It was a mistake. There were other paths - harder paths, and I wish I had taken them. So, please, Emma, honey... let's take the hard path. Because if we don't, we will be building a future on Regina's blood.
[Henry has been kidnapped]
Mr. Gold: The prophecy. The boy is my undoing. But he's also my grandson. I must save him. I must do this to honor Baelfire. He's gone, and I didn't even get the chance to say goodbye.
Greg Mendell: See, we came here to destroy magic, Henry. But then we found something more important. Something that changed everything. You!
[Leroy intends to bring back Clark's/Sneezy's memories with an elixir]
Mr. Gold: So you're gonna wake your friend up, to tell him he's about to die?
Mr. Clark: I don't want that.
Leroy: Shut it, Clark! He wants to know who he is and be with his family, no matter how much time he has left.
Mr. Clark: Not if I'm gonna die.
Leroy: [to his fellow dwarves] Let's take him back to Granny's. Do it there.
Mr. Clark: Hey... Hey, guys... If I don't have a family, will I still die?
Leroy: [handing Gold another vial with the elixir] This is for you.
Mr. Gold: And what am I supposed to do with that?
Leroy: Belle once helped remind me who I was. I've never forgotten. I want to return the favor. Don't let her die as Lacey.
Archie Hopper: Snow White and the Prince have always led us before. And we've always won. So, who is willing to let them lead us again?
Regina Mills: What are you doing here?
Henry Mills: You were willing to die to save us. That makes you a hero. And now we're gonna be heroes.
Mr. Gold: I brought magic to this world to find Bae. And now he's dead. Magic always has a price, and th-this, this is it. But I'm prepared to pay it.
Belle: Baelfire would be... very proud of you.
[last lines]
Twin #1: If that's not the boy he's looking for, do you think we'll be able to find him?
Felix: Of course we will. May take time, but... Peter Pan never fails.
Baelfire: If I tell you something, will you promise not to tell the crew? They may become frightened. My father-the reason I don't speak of him is because... he's the Dark One. He once was a man, but when I got drafted to the Ogre Wars, he wanted to protect me. So he went in search of the Dark One's Dagger. And once he got it, he grew obsessed with the power it gave him.
Belle: The future isn't always what it seems. I *will* see you again.
Mr. Gold: To the end of the world.
Regina Mills: I love you, Henry. I only wish I was strong enough to stop all this. I'm just not.
Emma Swan: You may not be strong enough, but maybe *we* are!
Emma Swan: Regina just told us you were working with Tamara and Greg to get your revenge.
Hook: Well, that was before they told me I had to die to get it.
Emma Swan: We don't have time for this. We have a real problem.
Hook: Which is why I'm here, 'cause staring death in the face has made me realize if there's one thing I want more than my revenge, it's my life. So should we start this thing now, and then resume bickering?
Felix: You're new to this land, which means I should warn you. Do you know what he does to people who lie to him?
Hook: No. But I gather it hurts.
Mr. Gold: So, are you done trying to kill me?
Hook: I believe so.
Mr. Gold: Excellent. Then you can live.
Season 1
PilotThe Thing You Love MostSnow FallsThe Price of GoldThat Still Small VoiceThe ShepherdThe Heart Is a Lonely HunterDesperate SoulsTrue North7:15 A.M.Fruit of the Poisonous TreeSkin DeepWhat Happened to FrederickDreamyRed-HandedHeart of DarknessHat TrickThe Stable BoyThe ReturnThe StrangerAn Apple Red as BloodA Land Without Magic
Season 2
BrokenWe Are BothLady of the LakeThe CrocodileThe DoctorTallahasseeChild of the MoonInto the DeepQueen of HeartsThe Cricket GameThe OutsiderIn the Name of the BrotherTinyManhattanThe Queen Is DeadThe Miller's DaughterWelcome to StorybrookeSelfless, Brave and TrueLaceyThe Evil QueenSecond Star to the RightAnd Straight On 'til Morning
Season 3
The Heart of the Truest BelieverLost GirlQuite a Common FairyNasty HabitsGood FormAriel (Episode)Dark HollowThink Lovely ThoughtsSave HenryThe New NeverlandGoing HomeNew York City SerenadeWitch HuntThe TowerQuiet MindsIt's Not Easy Being GreenThe Jolly RogerBleeding ThroughA Curious ThingKansasSnow DriftsThere's No Place Like Home
Season 4
A Tale of Two SistersWhite OutRocky RoadThe ApprenticeBreaking GlassFamily BusinessThe Snow QueenSmash the MirrorFallShattered SightHeroes and VillainsDarkness on the Edge of TownUnforgivenEnter the DragonPoor Unfortunate SoulBest Laid PlansHeart of GoldSympathy for the De VilLilyMotherOperation Mongoose
Season 5
The Dark SwanThe PriceSiege PerilousThe Broken KingdomDreamcatcherThe Bear and the BowNimueBirthThe Bear KingBroken HeartSwan SongSouls of the DepartedLabor of LoveDevil's DueThe Brothers JonesOur DecayHer Handsome HeroRuby SlippersSistersFirebirdLast RitesOnly YouAn Untold Story
Season 6
The SaviorA Bitter DraughtThe Other ShoeStrange CaseStreet RatsDark WatersHeartlessI'll Be Your MirrorChangelingsWish You Were HereTougher Than the RestMurder Most FoulIll-Boding PatternsPage 23A Wondrous PlaceMother's Little HelperAwakeWhere Bluebirds FlyThe Black FairyThe Song in Your HeartThe Final Battle
Season 7
Hyperion HeightsA Pirate's LifeThe Garden of Forking PathsBeautyGreenbacksWake Up CallEloise GardenerPretty in BlueOne Little TearThe Eighth WitchSecret GardenA Taste of the HeightsKnightfallThe Girl in the TowerSisterhoodBreadcrumbsChosenThe GuardianFlower ChildIs This Henry Mills?HomecomingLeaving Storybrooke
Down the Rabbit HoleTrust MeForget Me NotThe SerpentHeart of StoneWho's AliceBad BloodHomeNothing to FearDirty Little SecretsHeart of the MatterTo Catch a ThiefAnd They Lived...