Although Ariel's story was effectively concluded in season 3, elements of her universe are brought back in
season 4 (2014-2015), where the second half of the season features Ursula teaming up with Cruella de Vil and
4.12 - Heroes and Villains
In the Enchanted Forest flashbacks of this episode, we see Rumplestilskin facing off with a trio of
villains: Maleficent, Ursula and Cruella de Vil, who have teamed up so there's strength in their
unity. The ladies use Belle as leverage to swindle a magic gauntlet away from Rumplestiltskin.
However, Rumple is able to get the gauntlet back from the ladies some time later, for the villainesses are
frustrated and beaten down by their failed attempts to triumph over the heroes and get their happy endings.
In modern day present time, Rumplestilskin seeks out a depowered Ursula, who is working as a
cleaner in an aquarium in New York. Rumple has a new plan: they need to find "The Author" and make him give them
a happy ending, and he recruits Ursula to his cause.
4.13 - Darkness on the Edge of Town
I'm summarizing this episode based on the chronological order of events, not the order in which things were
In the Enchanted Forest flashbacks, we get to see how Ursula, Cruella de Vil and Maleficent first met.
The ladies didn't seek each other out on purpose, but were brought together by Rumpelstiltskin, who was in
need of their help. Rumplestiltskin was at the time searching for the Dark Curse, which was then hidden in a
cave on Bald Mountain. The Curse is protected by various obstacles that can only be bypassed using Cruella,
Maleficent and Ursula's specific talents: namely, Cruella's ability to control animals, Maleficent's affinity
for dragonfire, and Ursula's powerful tentacles.
Rumple convinces the ladies to join him on his quest, promising them a share of his success, but as soon as
he gets his hands on the Dark Curse he betrays them, leaving them to be killed by the Chernabog, the protector
demon. (As a side note, the traumatised child in me is 100% glad that this Chernabog isn't as terrifying as
the one in Fantasia. Bless.)
In this time of desperation Ursula, Cruella and Maleficent are forced to trust each other in order to
survive. When that trust is rewarded, a true alliance is formed between them.
In modern day present time, Rumple has been living in New York with the now-unmagical Ursula, who is
skeptical about his newest plan to obtain their happy endings. Rumple has also been depowered due to his
banishment from Storybrooke, but that isn't going to stop his machinations. He has a plan, and the next step of
that plan is to recruit Cruella de Vil. Ursula and Rumple travel to Long Island, where they find Cruella
bemoaning her formerly-rich husband's being taken away by the FBI (I'm guessing for fraud?), leaving her with
nothing. The only thing Cruella has left is her fur coat and her classic car, which the trio use to drive to
Side note: This Ursula wears a black jacket with scale-like textures and a purple scarf, which is a nice nod
to the original Ursula's design.
Ursula and Cruella are understandably wary of Rumple, but Rumple insists that the tables have turned and
he needs them now. He can get Ursula and Cruella into the magically-protected Storybrooke by
themselves, but he has to trust that they will return and let him in instead of abandoning him to the
wilderness. Ursula and Cruella decide to go along with it.
Rumple executes his plan and has the Chernabog released inside Storybrooke. Emma and Regina's powers aren't
enough to defeat the Chernabog, so Emma and Regina agree to allow Ursula and Cruella to enter Storybrooke in return for
their help. Ursula and Cruella insist that they've "changed", just like Regina the former-Evil Queen has, so
they are tentatively welcomed. The only ones outright unhappy with Ursula and Cruella's arrival are Snow White
and David the former-prince Charming, who have their own as-yet-unrevealed history with the villainous duo.
At the end of the episode, Ursula and Cruella keep their part of the bargain and secretly allow Rumple back
into Storybrooke. Now the three can work together on pursuing the rest of their plan, the next step of which
involves reviving Maleficent, who died back in season 1.
4.14 - Unforgiven
This episode is more of a stepping stone in building up to the larger story. The villainous trio are seen
throughout, but plot-wise Maleficent takes charge, while Ursula and Cruella play supporting roles.
In the Enchanted Forest flashbacks, Maleficent, Ursula and Cruella try to team up with Snow White and
Charming to stop the Evil Queen's Dark Curse (the enemy of my enemy is my friend, etc.), but it doesn't work
out and they part ways. This episode is the first time we get to see Ursula's costume in broad daylight, and
it's way greener than I expected.
In modern day Storybrooke, Ursula briefly crosses paths with Killian Jones, aka Captain Hook, hinting at
past history. There's no time to explore that yet, though, because Ursula and Cruella are busy executing
the next part of the plan, deftly following Rumple's
instructions to manipulate Snow White and Charming into the exact places they need to be for Maleficent's
resurrection. The ritual is successful and Maleficent ("Mal", as Cruella calls her) is thrilled to be back and
rejoin her ladies.
4.15 - Enter the Dragon
This episode is focused on Maleficent and Regina, so Ursula and Cruella hang back in supporting roles.
In the Storybrooke portion of the episode, Regina agrees to go undercover and befriend the dastardly ladies
in order to find up what they're up to, and this requires her having to perform various acts to gain their
trust. Ursula and Cruella are not convinced, but Maleficent and Rumple think Regina can be useful if they
play her right back.
In a nice costuming touch, Ursula wears a charm necklace in this episode, and the visible charms include
a starfish, an anchor and a seashell.
4.16 - Poor Unfortunate Soul
Since the episode's title is a riff on Ursula's classic song, it's clear going in that this episode is
all about Ursula.
The flashback portions of the episode go further into the past, before Ursula became a tentacled sea witch.
As it turns out, Ursula used to be a mermaid who is also a princess and the daughter of Poseidon, king of the sea.
Young Ursula is the focus of the flashbacks, and she's played by the lovely Tiffany Boone.
The story of Once Upon a Time's Ursula is a remix of the 1989 animated Ariel's story. This Ursula
has a beautiful singing voice, which she inherited from her mother and wants to share with the world. Poseidon,
however, is too consumed with hate for humans, because his wife/Ursula's mom was killed by a pirate. Poseidon
wants Ursula to use her voice to lure pirates to crash their ships on the rocks, but Ursula refuses, insisting
that not all humans are bad, and that she doesn't want to use her voice as weapon. To that, Poseidon neatly
paraphrases one of King Triton's lines: "As long as you live in my ocean, you will live by my rules."
Ursula ain't listening to that, so she steals one of Poseidon's transformation bracelets and uses it to
become human. She wants to travel to the Enchanted Forest to sing for the people there, and in order to gain
safe passage, she sings in the local taverns to earn money. The song she sings? A ballad version of
"Mysterious Fathoms Below".
After one of Ursula's performances, she's approached by Captain Hook. He recognizes her voice as the one
that almost (but didn't, because Ursula stopped) caused his ship the Jolly Roger to crash. Although at this point Hook is still a villain, he's
genuinely touched by the beauty of Ursula's voice, which for a moment made him forget the pain of losing his
love. Ursula tells him her story, and since Hook appreciates a rebel, offers to take her to the Enchanted
Forest on his ship.
Poseidon isn't happy. He wants Ursula to come home, and so tries to appeal to Hook's darker nature. He
offers Hook poisonous squid ink, a weapon that can kill the powerful Rumplestiltskin, the man who killed Hook's
beloved. In return, Poseidon asks Hook to trap Ursula's singing voice in an enchanted sea shell, which
Poseidon hopes will remove Ursula's reason for wanting to go the Enchanted Forest, and so force her to return
Hook tells Poseidon that he accepts the deal, but Hook's a little more complicated than that. He likes
Ursula, so he immediately tells her about her father's plan. Hook suggests that she trick her own father by
stealing the squid ink from him before they set sail to the Enchanted Forest. Ursula is something a pirate
herself, and recognizes that this way they both get they want.
Ursula is successful and steals the squid ink for Hook, but I guess they forgot they Poseidon has god-like
powers? So Poseidon stops them before they can sail off and destroys the squid ink. Hook is enraged at losing
a weapon for vengeance, so he takes away Poseidon's weapon of vengeance, which is also
the only thing he has left of his wife: Ursula's singing voice. Hook seals it in
the enchanted seashell and maliciously keeps it for himself. Ursula, caught in the cross-fire, is heartbroken.
Poseidon's plan just keeps on backfiring. He tries to comfort his daughter, but Ursula is wrathful towards
merfolk and humans alike now, for in her eyes they're all the same. Having lost her only connection to her mother
and the life she'd hoped for herself, she uses Poseidon's trident to transform her tail into tentacles. This
way she can forge her own destiny outside the rules of both realms, and she warns her father she is now a
force to be feared. Ursula's actions of choosing tentacles for herself was inspired by her namesake, the
goddess Ursula that was seen briefly back in season 3.
In present time Storybrooke, Ursula is lured away from the league of darkness by Hook, who calls her by
blowing a conch shell that looks much like the one the mermaid used to call her kin the previous season. Hook
knows that what Ursula truly wants is to get her singing voice back, so he suggests a trade: her voice for
information on Rumplestiltskin's plans.
Ursula and Hook have a mini-adventure away from the rest of the villains to recover the enchanted seashell
from Hook's ship, the Jolly Roger, that he lost last season to Blackbeard. Because of various off-screen
reasons, the Jolly Roger has been magically shrunken and placed inside a glass bottle. In order to restore it,
Ursula and Hook get some Wonderland mushroom extract from the Knave of Hearts. It works, and they find the
seashell still on board the ship, but when Ursula tries to restore her voice, it doesn't work.
Ursula's upset, but Hook insists that he's fulfilled his part of the bargain and that Ursula owes him the
intel she promised. The two lose their tempers and refuse to back down, but Ursula's tentacles win this round
when she throws him overboard and leaves.
Hook is saved by none other than Ariel, who was accidentally trapped inside the ship's bottle with the
shrinking spell. Their last encounter wasn't a good one, so Ariel slaps Hook for his past wrongs, though she
thanks him for his help in freeing her this time. One of the major themes of this season is what it means to be a
villain, and if villains can ever break out of their fate. So Hook tells Ariel about the situation with
Ursula, and moans that maybe villains can never get their happy endings. Ariel very
reasonably points out that maybe the reason villains keep failing is because they keep going about it the wrong
way. (Also, refusing to accept the responsibility of their own choices, but that's me, not Ariel.) Hook asks
for Ariel's help to solve this current conundrum.
Ursula looks all set to return wholeheartedly to the villainous plan, but Hook returns with a solution
(thanks, Ariel!). The reason that the enchanted seashell didn't release Ursula's singing voice is because the
spell can only be undone by the one who cast it, i.e. Poseidon, and Ariel has done Hook the favour of fetching
the sea king himself. Ursula is flummoxed when Poseidon, whom she hasn't seen in years, shows up in
Storybrooke to apologize for his past mistakes and undo the spell. Ursula gets her singing voice back (which
is humming a very familiar Ariel-like tune), and I guess this is enough for her to give up all those years
of villaining and decide to return home.
Heel-face-turn aside, Ursula does keep her end of the bargain and tells Hook everything she knows. Then she
bids this particular adventure farewell, and she leaves her evil sisters to pursue the rest of the plan on
4.17 - Best Laid Plans
Although Ursula's story is done, she appears briefly in the flashbacks of this episode. Back in the Enchanted
Forest, Ursula and Cruella are standing guard outside a cave while Maleficent is inside taking care of her baby
egg. They're overpowered by Snow and Charming, who use magic dust to make them fall asleep. Ursula and Cruella
later rush to rescue the egg from a spell being cast by the Sorcerer's Apprentice (at the behest of Snow and
Charming) that would send the egg to our non-magical world. Ursula and Cruella get sucked into the portal, and
that's how they ended up in the mundane world.