Souls of the Departed
Season 5, Episode 12
Souls of the Departed Once Upon a Time
Airdate March 6, 2016
Written by Edward Kitsis
Adam Horowitz
Directed by Ralph Hemecker
Episode Guide
Swan Song
Labor of Love
Souls of the Departed is the twelfth episode and midseason premiere of the fifth season of the American fantasy drama series Once Upon a Time, which aired on March 6, 2016. It is also the series' 100th episode.

In this episode, Emma, her parents, Regina, Henry, Robin, and Mr. Gold arrive in the Underworld. In flashbacks, the Evil Queen celebrates her birthday.

View the Souls of the Departed Gallery.


Opening sequence

The fallen Storybrooke clock tower in the Underworld appears in the red-tinted forest.

Event chronology

The Enchanted Forest events take place after "Lost Girl" and before "Hat Trick" (these events take place on February 1 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. The Underworld events take place after Hook's death in "Swan Song".

In the Characters' Past

In the Enchanted Forest, Prince Henry is trying to convince his daughter, Regina, still after Snow White's heart, to give up vengeance, but she is unable to let go of her anger. He turns to the Magic Mirror in desperation to speak with Cora, believing that the best way to force Regina to get over Snow White is to just help her complete her plot, which Prince Henry is not in favor of. Unknown to Prince Henry and Regina, Cora has managed to enter the realm of the Enchanted Forest through the mirror again. Later on, Prince Henry meets with Snow White in the woods. When she sees the real Prince Henry approaching her, she realizes that the first Prince Henry was actually Cora, who rips out her heart while she is distracted. Cora takes Snow's heart to Regina as a birthday present, only to then learn that Snow switched it out with that of a guard. It turned out that Prince Henry saved Snow White by switching the hearts. A furious Regina then shrinks her father and condemns him into the very box that was holding the heart. Regina confronts Cora and sends her mother back into the mirror and seals it forever. At the last minute Cora takes the box containing her husband so Regina will be truly alone.

In the Underworld

In what appears to be a dream, Emma wakes up in a car and is greeted by Neal, who tells her that he's just sending her a "long distance call from an old friend." He explains that he personally isn't in the Underworld, as it is only for those who have unfinished business, and that once they arrive, it's very hard to leave. Neal warns Emma not to go, but she refuses to listen to his advice and he knew she would and so he tells her he loves her and kisses her goodbye and Emma wakes up. As Emma, Gold, Mary Margaret, David, Henry, Regina, and Robin Hood arrive in the Underworld in their quest to find Hook, the ensemble comes across a brimstone-hued version of Storybrooke. Gold tells them that every soul with unfinished business lives here until it is fulfilled, and since they have arrived that means they are ready to finish it as they were responsible, as Emma sees Cruella's car that serves as an example.

As they split up Regina and Robin are being followed by a resident (the person that Regina choked back in the Enchanted Forest), who leads them to Cora, who is the mayor of the Underworld Storybrooke. Cora offers Regina a way out, telling her she has one hour to leave on the ferry with Henry and Robin. She then takes Regina to a ledge over the Phlegethon, the River of Fire. She threatens to send Regina's father to a worse place if Regina does not comply, and she uses her messenger as an example by sending him off into the flames. Around the same time, Mary Margaret enters a Underworld version of Granny's and is recognized by the Blind Witch by her smell, and is then encountered by David wearing different clothes and proceeds to kiss her, as she realizes it's James, who is the "Sheriff" in this world. Gold goes to the Underworld version of his pawn shop and encounters his father Malcolm, whose soul must live as Peter Pan. Knowing already what Gold wants, Pan is willing to make a deal with no strings attached. However, he urges Gold to leave the Underworld, telling him that the others aren't his real friends, but Gold ignores his plea, accepting some sort of potion. Pan ominously adds that he himself would be able to leave, if only he could trade places with a living soul, although Gold refuses this. As everyone meets up again, Regina tells the others about Cora's warning, while Gold gives Emma the potion he obtained, which is from DunBroch, and can be used to summon the dead by pouring it over someone's grave. Gold explains it can be used to summon Hook and ask him where he is, but will not join them as he has decided that he is returning to Storybrooke.

The group travels to the site of Hook's grave (everyone in the underworld has a grave site) and Emma pours the ale of Seonaidh potion (Seonaidh is a Celtic water spirit from the Isle of Lewis) on the ground but lacks the power to bring him back, although they get a glimpse of an injured Hook before the potion wears off. Regina uses the potion and finds the soul of her father Prince Henry. Prince Henry tells Regina she has come too far to betray her friends now and tells her she must stay. Regina races to the banishment site with Henry as Cora attempts to banish the elder Henry, only to see the flames die down and a pathway to heaven open up. Since Regina has chosen to stay, remain a hero, and is no longer under the influence of her mother, Prince Henry's unfinished business is resolved. With his soul at peace, he is accepted into "a better place," and departs the Underworld after saying goodbye to Regina and Henry, who meets his namesake for the first time. The heroes realize they could potentially rescue all the souls here, and continue their quest to find Hook with this in mind. Cora meets with the ruler of the Underworld, Hades, who wishes the heroes gone (the clock on the broken tower will tick each time a soul leaves the Underworld), and punishes Cora for her failure with an eternity as a miller's daughter once again.

Production Notes

This episode would become the final one that was produced by Scott Nimerfro, who died on April 17, 2016 after a battle with angiosarcoma, a cancer in the inner lining of the blood vessels.


  • At the end of the episode, Hades is seen surrounded by five rivers in different colors. These represent the five rivers of the Greek underworld: Styx (river of hatred), Acheron (pain), Lethe (forgetfulness), Phlegethon (fire), and Cocytus (wailing).
  • The show's creator, Adam Horowitz, clarified that this episode (the season's 12th episode) would be considered the show's 100th episode. He stated that "it's all semantics but yes we're considering 512 the 100th!", when discussing the 4th season's "Smash the Mirror" being two separate episodes.
  • The episode's title, "Souls of the Departed" is the name of a song from Bruce Springsteen's 1993 album "Lucky Town". This is the third time a Springsteen song has been used as the title of a mid-season premiere (following Once Upon a Time: New York City Serenade (2014) and Once Upon a Time: Darkness on the Edge of Town (2015)).
  • When Hades is first introduced, he is listening to a piece by famed 19th-century violinist Niccolo Paganini. In his day, it was widely rumored that Paganini had received his violin skills by selling his soul to the devil.
  • In this episode the clock is broken. This means in the land of the dead time is limitless. Time is irrelevant
  • The object/animal/person in this episode is the fallen clock tower from the Underworld. Symbolising the underworlds, the background has also changed colours, from the ordinary blue to an orangy-red
  • Emilie de Ravin isn't seen as much in the beginning of this season due to being pregnant with her daughter, whom was born March 2016. Emilie's pregnancy was hidden with her wardrobe of thicker coats and loose clothing.
  • Regina says "I don't think we're in Maine any more" after arriving in Hades - A nod to Dorothy's line in the Wizard of Oz, "I don't believe we're in Kansas any more"
  • The scene in Emma's car, where she sees Neal, is almost identical to the time when the two first met (Once Upon a Time: Tallahassee (2012)).
  • Henry names "Operation Firebird" as the heroes decide to save souls in the Underworld.
  • In this episode, it is finally revealed how Regina's father, Henry, ended up shrunken and in Wonderland - a fate which Regina tricks Jefferson into freeing him from in season 1's "Hat Trick".
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...
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