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This article focuses on Peter Pan's shadow.
For the species, see Shadows.

Neverland is a place for children to visit in their dreams, not a place for them to live. You were the first to try and stay, and in doing so... you're breaking the rules!

—The Shadow to Malcolm src

Pan's Shadow, or simply known as the Shadow, is a character on ABC's Once Upon a Time. He débuts in the twenty-first episode of the second season and is voiced by guest star Marilyn Manson.

Pan's Shadow is based on the character of the same name from the Peter Pan story, and Peter Pan's shadow from the Disney film Peter Pan.


Before First Curse

Shortly after Malcolm and Rumplestiltskin arrive in Neverland from the Enchanted Forest, the Shadow silently observes them from a distance. It flies to Malcolm as he attempts to try acquire pixie dust from the special flowers that grow on top of a tree. The two make a deal, in exchange for Rumplestiltkin leaving the island, Malcolm can retain his youth. The Shadow, with Malcom's consent, takes Rumplestiltskin back to the Enchanted Forest. From this, Malcolm transforms into a boy and renames himself Peter Pan. Later, the Shadow brings him to Skull Rock to show him an hourglass timer and explains that once all the sand runs out, Pan will lose his immortality and die. Though the Shadow says it's impossible to be alive forever, Pan promises to find a way someday. ("Think Lovely Thoughts")

In London, England, a young girl named Wendy is drawn to the Shadow, and against Baelfire's warning, allows the creature to take her to Neverland. She has adventure and freedom in this new world, but is taken home by the Shadow who wishes to take away one of her brothers instead. The Shadow breaks into the nursery room one night, though Wendy, Baelfire, John and Michael all plan on hiding in the cubby-hole. Michael does not follow through with the plan and is nearly snatched up by the Shadow until Baelfire gives himself up to the being instead. The Shadow grabs Baelfire and flies him towards the island of Neverland, drops him after being frightened by a lighted match. Unable to find the boy in the water, the Shadow whisks off back to the island. ("Second Star to the Right")

After First Curse

Following Greg and Tamara's arrival in Neverland with Henry on the orders of their employers, the Home Office, only then they find out from one of the Lost Boys, Felix, that the mission is not all it seems. Furious at being duped, they refuse to hand over Henry, so Felix forces them by having the Shadow rip out Greg's shadow and taking it away. ("The Heart of the Truest Believer")

The Shadow, in a ploy to gain Mr. Gold's trust, takes on the form of Belle. As her, she helps him come to terms with unresolved pain over his father's abandonment and Mr. Gold's fears that he's turned out as cowardly and selfish as him. Even so, Mr. Gold wishes to make the right choice in saving Henry rather than leaving the kidnapped boy at the mercy of Pan. Belle guides him into doing away with the past in order to stop it from recurring, he takes a doll, which his father once gave him, and throws it into the ocean. ("Lost Girl")

In the Enchanted Forest, the Shadow comes when summoned by a young boy named Roland. As he prepares to take the boy away, Mulan cuts off one of his arms, causing a distraction long enough for Neal to latch onto him and hitch a free ride back to Neverland. Once they reach the island, the Shadow dumps him onto the ground. ("Quite a Common Fairy")

Once again disguised as Belle, the Shadow comes to Mr. Gold while he is making preparations to sacrifice himself so Henry can live. She regards his intentions as good, but warns a life of craven self-interest is a nasty habit he's never been able to break. This strengthens Mr. Gold's resolve since he has nothing else to live for with his son gone, and never being able to truly see Belle again. Though Belle insists it's possible he can return, Mr. Gold knows even if that happens, in time she will see him as the monster he is. To gain redemption, Mr. Gold deems the only way to atone for Neal's death is by giving up his own to protect Henry's. Afterwards, Mr. Gold and Neal reunite, but only briefly, as the truth of the seer's prophecy drives him away from his father. Belle materializes to give Mr. Gold condolences for Neal's lack of belief in him. Yet, Mr. Gold begins to doubt his own ability to go through with the sacrifice and again struggles with his nasty habit of selfishness. Belle reminds him again that habits can be broken, but Mr. Gold, not in the mood for talking, sends her away. ("Nasty Habits")

For the fourth time, the Shadow appears as Belle to give Mr. Gold a chance to give up his quest to find Henry and start a new life back in Storybrooke. As Mr. Gold moves to cup his own hand with hers, Belle begins choking. From the jungle, Regina pops out and claims to be helping him see the true while tightening her hold on Belle. The Shadow, realizing that he has been discovered, begins begging, while still donning Belle's face, for help from Mr. Gold, who is unable to get Regina to let go. Suffocating, the Shadow collapses on the ground, letting go of the physical form of Belle, and transforms back into his true self. Exposed, he flees. ("Ariel")

At Dark Hollow, the Shadow ambushes Emma, Hook and Neal with two other duplicates of himself. He separates Emma from her allies by making the two shadows entrap Hook and Neal as well as begin ripping out their shadows. Emma is left to ward off the Shadow, and uses magic to light a candle. Instantly, the Shadow is attracted to the flame, causing him to be sucked in, and entrapped once Emma puts the lid on. ("Dark Hollow")

Aboard the Jolly Roger, the Shadow is released by Neal over lit cannon, which sends the creature sprawling into the air as Regina projects him into a sail to fly the ship home. ("Save Henry")

After the Shadow is forced to transport the Jolly Roger from Neverland to Storybrooke, the creature remains trapped in the sail, as Pan is incapable of controlling it since he himself is stuck in the box. Unbeknownst to everyone else, Pan previously switched bodies with Henry. While Pan is inhabiting the body of Henry, he releases the Shadow from the sail. The following morning, Mother Superior is chased and killed by the Shadow. ("The New Neverland")

During the night, the Shadow overhears a plan the residents of Storybrooke have to switch back Henry and Pan to their respective bodies. Upon learning David, Hook, Neal and Tinker Bell are going to procure the Black Fairy's wand for the task, he follows them to a church and attacks. He knocks Hook off his feet, but is captured when Tinker Bell uses pixie dust to fly in the air and light a flame on the coconut to draw him in. The Shadow dies as she throws the coconut halves into an open fire, and this causes Mother Superior's shadow to be returned to her body, reviving her. ("Going Home")

After Third Curse

Following his death at the hands of Tinker Bell, the Shadow comes to reside in the Underworld and is presumably reunited with his master. ("Going Home", "Firebird")

After promising his father a living heart, Mr. Gold rips out Robin Hood's but later returns the heart to him, having only taken it in case Pan or his Shadow were watching. ("Firebird")

Magical Abilities

  • Shapeshifting - Ability to change its own appearance to resemble anyone, even if it has never met the original people it is mimicking.



Character Notes

Production Notes

  • When casting the voice of the Shadow, the show creators wanted someone with the vocal ability to make their skin crawl.[2]


Note: "Archive" denotes archive footage.


  1. File:309Title.png
  2. Neumyer, Scott (October 18, 2013). Marilyn Manson Joining ‘Once Upon a Time’ Cast. Rolling Stone. “"We've always been enormous fans of Marilyn Manson," show creators and executive producers Eddy Kitsis and Adam Horowitz told Rolling Stone. "We wanted to cast someone with the vocal ability to make our skin crawl."”