Emma (Jennifer Morrison) and Regina (Lana Parrilla) are butting heads over Henry again this week, as Regina demolishes Henry’s play castle.

An angry, unemployed, disillusioned Sydney Glass (Giancarlo Esposito) offers to help Emma by exposing something big about the mayor. He happens to know about some missing town money that Regina has taken.

Following the money trail, Emma and Sydney resort to illegal surveillance tactics. They eventually discover Regina’s plans to build a mansion in the woods with the stolen money.

But when they confront the Mayor publicly, they end up with egg on their faces. As it turns out, Regina is actually building a new "castle" play area for the town children.

Regina uses her new moral high ground to keep Emma away from Henry. Henry’s book is also missing, and eventually turns up in the hands of The Stranger (Eion Bailey).

In fairytale land, King Leopold (Richard Schiff) finds a genie (Giancarlo Esposito) in a bottle. He’s not interested in using his three wishes, so he frees the genie instead and gives him the wishes. The genie decides to seek out true love for himself.

Returning to Leopold’s castle, he meets Leopold’s family –- his daughter, Snow White, and his wife, the (Not-Yet-Evil?) Queen (Lana Parrilla).

The queen, though, is second banana in the king’s eyes, both to Snow White and to her late mother. The genie becomes smitten by the queen and soon discovers that she has the same feelings for him. When Leopold threatens her, the genie offers to kill her husband so they can be together.

After killing the king, though, the genie tragically realizes that the queen has been playing him all along. She didn’t really love him, but only wanted him to do her dirty work for her.

But the genie refuses to give up on her. He uses his final wish to "never leave her side," and ends up trapped forever in her mirror.

Finally, in Storybrooke, it’s revealed that Regina has planned the whole failed expose with Sydney. With Emma convinced that Sydney is on her side, he will continue to spy on her for Regina.

WHAT WORKED
Offhand references are made to prior episodes, tying things together nicely.

The Queen’s wardrobe changes appropriately as her journey from supposed loving wife to Evil Queen progresses. She’s convincing enough at the beginning that it takes a while to figure out what’s really going on. And the mystery of The Stranger deepens with his connection to the book.

WHAT DIDN'T WORK
Sydney’s purported change of heart is a little sudden -- it could have used a few more episodes to percolate to seem more convincing. And mistaking the plans for a play area (that didn’t even look like a building) for a mansion? Pretty silly, even for amateurs.

GIVING CREDIT WHERE CREDIT IS DUE
"Fruit of the Poisonous Tree" was written by Ian Goldberg and Andrew Chambliss. It was directed by Brian Spicer.

"Once Upon a Time" airs Sundays at 8 p.m. ET on ABC.