Belle's disgust over Mr. Gold's continuing thirst for power comes to a head, and she threatens to leave him if he can't change his evil ways; the dwarves pick up their axes and try to find fairy dust in the Storybrooke mine; and a reunion with an old acquaintance could prove to be Belle's undoing. Meanwhile, back in the fairytale land that was, Rumplestiltskin attempts to save his wife, Milah, from being kidnapped by a band of cutthroat pirates.

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