NEVERLAND - PRESENT - SKULL ROCK

Emma and Regina were persistently trying to shake Henry awake, but he remained motionless.

Grace stood with her parents as she folded her hands together, hoping her friend would wake up.

"Oh god, is he unconscious?" Emma asked.

"Henry, can you hear us?" Regina wondered.

"He passed out as soon as his heart went into Pan," Neal explained.

"Is he breathing?"

"I don't know."

From the air, Pan descended down.

Emma turned to Pan and asked, "What the hell did you do to him?"

"Oh, I didn't do anything, Emma, Matthew," Pan replied. "It was Henry. He offered me his heart of his own free will.

Emma unsheathed her sword. "I'm gonna take it back from you." As she lunged forward, Pan disappeared out of thin air.

Pan grabbed Pandora's Box from a rock. "I don't think you have it in you." Emma turned around in surprise. "Rumpelstiltskin didn't." He tossed the box around in his hands. "Why should you?"

"Where is he?" Jefferson demanded.

"What did you do?" Neal asked.

"Oh, he's right in this box," Pan answered. "Safe and sound. And out of the way. Unfortunately for you, he can't hurt me anymore. And neither can you."

"Really?" Emma retorted and she and Jefferson took a hit at him. Their swords cut his arms. "How did those feel?"

"Like a tickle." He flew into the air and retreated.

Emma knelt next to Henry and said to Regina, "How is he?"

Regina rubbed Henry's chest. "You're going to be all right, Henry. We're gonna get you home."

Nevaeh knelt next to Henry. "You're a strong young man. If anyone can make it through, it's you."

STORYBROOKE - PAST - ELEVEN YEARS AGO

In her home, Regina was scribbling on paper. Archie stood before her desk. "You, uh, wanted to see me?" Archie asked.

"Yes, I did," Regina replied.

"Well, if this is about Pongo's dog license, I believe it's still up to date."

"This has nothing to do with your dog." She dropped a pen on a table.

"Madam Mayor, are you all right?"

"I'm okay."

"Excuse me for saying so, but you don't seem okay."

"I don't tolerate that sort of bluntness. I'm the Que—" she paused, "—the mayor."

"I am a therapist." He smiled. "That's why you asked me here, isn't it? What is bothering you? What are you feeling?"

"Nothing. I'm feeling nothing."

"If I were to guess, I would say you're a driven woman and sometimes that can leave a hole."

"A what?"

"A hole. An emptiness. There's more to life than work. Maybe that's why you feel dissatisfied."

Regina said defensively, "I am not dissatisfied. I love my life."

"What's the point if you've got no one to share it with?"

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