Think Lovely Thoughts

"When I was a boy, my father sold me to a blacksmith. All day in front of hot coals, the sweat and the grime... but every night I would say to myself: "Think lovely thoughts!". And, in my sleep, I would travel to the most wonderful place."

- Malcolm to Rumplestiltskin

"Think Lovely Thoughts" is the eighth episode of Season Three of ABC's Once Upon a Time. It was written by David H. Goodman & Robert Hull and directed by David Solomon. It is the fifty-second episode of the series overall, and premiered on November 17, 2013.

Synopsis
Pan leads Henry to a secret cave, where he has convinced the boy that he alone can save magic and Neverland itself. But a showdown between good and evil is about to go down as Emma, Mary Margaret, David, Regina, Mr. Gold, Neal and Hook find themselves directly on a path to Pan in an effort to save Henry. Meanwhile, back in the Fairy Tale Land that was, young Rumplestiltskin is given a magical item that could help him make a fresh start with his father—who has been anything but a good dad.

Recap
In a local tavern yard of the Enchanted Forest that was, a man named Malcolm is playing a card game called "follow the lady" with some people. After he wins again, the man cuffs Malcolm's neck, saying he swindled him. A young boy, who is soon revealed to be a young Rumplestiltskin after Malcolm calls him by name, begs the men not to hurt his father, who is a 3-card monte cheat. Because the men took all of his money, he says he will think of something.

Back in the present-day Neverland, Henry watches on as Peter covers Wendy with a blanket. He tells Henry that she's getting worse. He asks Peter that if he saves magic, she'll live. Peter replies that she will, and that if he does, he'll save everyone. After Henry says he believes, Peter announces to the Lost Boys that "the dream of Neverland will awaken from its slumber." The Lost Boys applaud Henry.

Elsewhere, Regina and Rumplestiltskin are walking. Regina talks of how Emma took the bait that Neal was alive, and Rumplestiltskin confirms it.

Starring

 * Ginnifer Goodwin as Mary Margaret Blanchard
 * Jennifer Morrison as Emma Swan
 * Lana Parrilla as Regina Mills
 * Josh Dallas as David Nolan
 * Emilie de Ravin (Credit only)
 * Colin O'Donoghue as Hook
 * Michael Raymond-James as Neal Cassidy
 * Jared S. Gilmore as Henry Mills
 * Robert Carlyle as Mr. Gold

Guest Starring

 * Robbie Kay as Peter Pan
 * Stephen Lord as Malcolm
 * Marilyn Manson as The Shadow (Voice)
 * Wyatt Oleff as young Rumplestiltskin
 * Rose McIver as Tinker Bell
 * Freya Tingley as Wendy

Co-Starring

 * Lindsay Collins as Spinster #1
 * Colin Corrigan as Strumpet Thug
 * Glynis Davies as Spinster #2

Trivia
Production Notes=

Production Notes

 * The title card features the Skull Rock.
 * When casting the voice of the Shadow, the show creators wanted someone with the vocal ability to make their skin crawl. The role went to rock star Marilyn Manson.


 * -|Episode Connections=

Event Chronology

 * The Enchanted Forest events occur before "Manhattan".
 * The Neverland flashbacks take place before "Good Form".
 * The present day Neverland events occur after "Dark Hollow" and before "Save Henry".

Episode Connections

 * Emma talks to Hook about what happened to his brother, an event shown in "Good Form".
 * Hook eventually tells Emma about his brother in "There's No Place Like Home".
 * Mr. Gold talks about how Hook poisoned him with dreamshade, an event shown in "The Queen Is Dead".
 * Neal is surprised Mr. Gold is telling the truth about ripping his shadow away, which he first learned of in "Nasty Habits".


 * -|Cultural References=

Fairytales and Folklore

 * This episode features Hook, Peter Pan, Tinker Bell and Wendy Darling, the shadow from the Peter Pan story as well as Rumpelstiltskin from the Rumpelstiltskin fairy tale.

Popular Culture

 * Malcolm performs "Follow the Lady", a gambling card game of Spanish origin.


 * -|Other Notes=

Filming Locations

 * The Neverland scenes with young Rumplestiltskin and his father at the beach were shot in Minaty Bay (north of Steveston Village ), in exactly the same location as the beach scene with Ariel and Snow White in "Ariel".