Enchanted Forest, Knifingham Palace, Night, Leopold's Birthday Feast: Leopold gives a birthday speech, in which he says that he needs no gifts, because all would pale in comparison to his daughter, Snow. He then goes on to sing the praises of his late wife, Snow's mother. "Who like you, truly was the fairest in all the land." Regina, who has been watching with tears in her eyes, quietly leaves the banquet hall. Genie, who has been watching her the whole time, follows her outside.

In the shadow of Regina's apple tree, bathed in the light of a full moon, Genie listens as Queenie confesses that she is trapped in her marriage. No matter what she does, Leopold will never love her the way he loves his deceased first wife. Now, I think Queenie was putting on her crocodile tears back in the banquet hall, and is doing so now, in order to win Genie's heart and his help. While I believe she feels trapped in this marriage, I don't think she gives a Mickey Mouse ear about Leopold's love. I don't believe she ever has. I think sister is bad to the bone, even at this point in the timeline. That said, it really sucks how Leopold praised his late wife, and his daughter, but made no mention of his current wife. I really hope he already knows she is bad. And yet, if he does already know she is bad, why, in his first scene with Genie, did he appear to be as content as he claimed to be?

Anyhow, Regina's sob story works on Genie, who says he knows about being trapped. He pulls an ornate mirror out of his genie pants (no, really) and gives it to Regina, so she can see herself as he sees her. When Regina asks how he sees her, Genie says, "As the fairest in all the land." Dupe.

Storybrooke, Mary Margaret's Hovel: Mary returns from her assignation to find Emma and Sidney working on their plan. Emma insists she wants to do everything the right way, but there's no way they could find a judge who isn't already in Regina's clutches, because...um...Storybrooke has its own legal system. Um? Sidney suggests they do thing his way, aka the wrong way, because it's okay to do bad things for a good reason. Mary blurts out that she totally agrees. Emma sinks in her chair and accuses them of rationalizing. Shut up, Emma. Shut up, Show. Shut up, Readers. Mary and David are NOT doing anything wrong. They just think they are. La la la. I can't hear you. Sidney plays the Henry-card and says they have to do something. Emma suggests they start by talking to Regina.