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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.


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.[2]


This section is a detailed recap of this episode. There are major spoilers. Click to expand.

In a local tavern yard, a young boy, who is revealed to be a young Rumplestiltskin, begs a man not to hurt his father Malcolm, who is a 3-card monte cheat. Rumplestiltskin tells his father that the man took all of their money, but his father says he'll think of something to do because he always does.

In Neverland, Peter Pan is covering Wendy with blankets. Henry asks if she's going to be alright and Peter Pan tells him that Wendy is getting sicker. Henry asks if she'll live if he saves magic. Peter Pan tells him that he won't just be saving Wendy, he'll actually be saving all of them. Peter Pan tells him that to save magic he has to truly believe, and Henry says he does. Peter says that's good because they don't have much time left. Peter Pan goes and announces to the Lost Boys that Henry is going to save magic that very night. He states that the heart of the "truest believer" will fulfill its destiny, which will fulfill all of their destiny as well.

On another part of the island, Regina tells Mr. Gold that despite their differences, she knows she can count on him to always get things done when they need to be done, unlike the rest of the group on the island. She comments that they are liabilities. When Gold asks where they are, she tells him that they all went off to look for Neal, just because Peter Pan told them he was still alive and on the island. She comments on how unlikely it is, but Gold tells her it's true. Neal is alive and on the island. Regina asks why Gold and Neal parted ways, despite the fact that Neal probably has a way off the island. he tells her they can worry about escape plans after they rescue Henry. Regina notices that Gold is holding something back and he tells her that all she needs to know is that the next time he sees Neal it'll be when he's putting Henry into his arms, reuniting them.

Malcolm brings Rumplestiltskin to a cabin and asks the women spinning wool to look after him as he tells him that he's going to look for a real job. The women ask Rumplestiltskin if he knows how to spin and then say they'll teach him. Rumplestiltskin begs his father not to leave him there, but Malcom tells him that once he gets a real job, they can be together. Malcom tells Rumplestiltskin not to be scared and gives him a corn husk doll as a present. He tells Rumplestiltskin that it can be his friend while Malcom is gone, and to give it a name, because names always make things better. The women watch disapprovingly as Malcom leaves. Rumplestiltskin cries after his father leaves.

Tinker Bell, Hook, David, Mary Margaret, Emma, and Neal walk through the forest towards Peter Pan's camp. David states he's going to ask Tink how close they are to the camp and moves to the front of the group to talk to her. After he leaves, Emma confronts Mary Margaret about staying behind on the island with David. Mary Margaret tells Emma that the idea of leaving her again kills her, but since David can't leave the island, she doesn't want to leave him. Emma tells her that family means being together with all of them. Mary Margaret states that there's no other way to handle the situation and Emma says that they're just giving up. Emma says that because of Mary Margaret, her way of thinking has changed. Because of the way Mary Margaret and David have always looked positively at the way things can work out, Emma now believes that there is always a way to handle impossible situations.

Suddenly the group hear noises in the bushes across from them. They all pull their weapons only for Gold and Regina to emerge in front of them. Regina states that they now have a chance because they have Pandora's Box. However, Neal tells everyone involved that Gold was planning to kill Henry because of a prophecy. Despite the fact that Gold tries to assure them that he is actually trying to protect Henry, no one believes him. Regina gets upset because she thinks that Gold didn't want to find Neal before Henry, because he wanted to kill Henry without anyone there to stop him. They all raise their weapons towards him and tell him that he'll have to go through all of them before he can get to Henry.

The women who are watching Rumplestiltskin, tell him he's a natural at spinning. Rumplestiltskin states he didn't think he was good at anything, but the women tell him that he could apprentice for anyone. While Rumplestiltskin tells them that he believes that Malcolm will come back, the ladies tell him that he returned to the same tavern. The women give him a magic bean and advise him to take it and go someplace where his father's bad reputation won't follow him. They tell him to leave his father because the man is nothing but a cheat.

Gold tries again to say that he's simply trying to save and protect Henry, but no one believes him. Neal tells him that there is only one way he'll trust him; he has to give Neal Pandora's Box. Gold proves his legitimacy by handing over Pandora's Box to earn their trust. Neal tells him that if he even tries to use magic, he'll spend the rest of his life in the box himself. Everyone starts to walk again, but Gold stops and tells Neal he has no idea who he's up against. Neal asks what happened between him and Peter Pan. Gold explains to Neal that Pan was responsible for his father Malcolm's demise.

Rumplestiltskin returns to the same tavern, and just as the ladies told him, sees his father playing 3-card monte and drinking again. Rumplestiltskin gets upset and runs away and Malcom goes chasing after him. When he catches up to Rumplestiltskin, the boy shows him the magic bean. Malcom tries to take it, saying it's worth a fortune, but Rumplestiltskin pulls it away from his reach and says it's his bean. He begs Malcolm to go away somewhere where no one knows them so they can make a fresh start. Malcolm thinks about it and after a moment explains how his father sold him to a blacksmith. All day when he was working over the hot coals, he would repeat the phrase "think lovely thoughts" to himself. Then when he would go to sleep, he would travel to a most wonderful place. A place where he could fly and anything someone wished for would appear. So, despite the fact that they are not even sure the place is real, they use the bean to go to a place called Neverland, holding hands.

Emma tells Hook that they need to talk, to which Hook states that's never good to hear from a woman. She tells Hook that there has to be a way David can leave the island. Hook states that there isn't because the water that cured him from the poison is connected to Neverland. So, when he leaves, he will die. Emma says that they'll take some of the water with them and Hook points out that the water will eventually run out and he'll just die then. Gold interrupts their conversation and says that it's possible that David could live. They both look towards him, and he comments about how they suddenly want to hear what he has to say, even though he can't be trusted. Emma states she's willing to take the chance. Gold says that after Hook stabbed him, he was cured. Emma points out that David would never use the candle because he's not that selfish. However, Gold tells them that after he was cured, he studied the poison. He's fairly certain that he could create an elixir that can cure David.

Emma asks Gold how much this is going to cost them, and Gold tells her that this is a big favor, so it's going to require a big payback. Neal stops the negotiation and tells Gold that he's going to cure David for free because it's the right thing to do. Gold agrees to do it because Neal is the one asking it of him. As they finally reach Pan's camp, Gold grabs Hook's sword and states that he agreed to no magic, but he's not going in there unarmed. Hook comments that now he needs a weapon and David hands him one. Gold asks if he can use magic on the Lost Boys, but Neal tells him no. Regina states she'll do it and waves her hand. All of the Boys fall down asleep. When the party goes into the camp too look for Henry, they discover that both he and Peter Pan are not there.

They hear a girl crying out for help and Emma goes running towards the voice. She finds Wendy in a cage, to which Wendy is surprised to see an adult in Neverland. Emma introduces herself and states she's looking for her son, Henry. Neal comes running up and sees her in the cage and immediately breaks her free. Wendy asks who he is, and he tells he's Baelfire. She explains that she went back to Neverland to save him, because she remembered Neal telling her that his parents were dead, to which a stunned Gold replied, "You told them that?" But Bae says that it was better than saying his father abandoned him.

Malcom and Rumplestiltskin land in Neverland. Rumplestiltskin states it's beautiful, but Malcom tells him it's more than that. Malcolm tells his son to imagine a food, whatever he wants, and a slice of cake appears in Rumplestiltskin's hand. The boy puts the cake down as his father tells him all of the wonders of Neverland. When Malcom tells him that in Neverland anyone can fly, Rumplestiltskin says that flying is impossible. However, Malcom tells him that Neverland is a place where the impossible is possible. Malcom attempts to take off but he falls straight to the ground. Malcom gets frustrated because he states he could always fly as a boy, but Rumplestiltskin states that maybe he can't fly because he's now an adult. However, Malcolm suddenly remembers that in order to fly he needs pixie dust. Rumplestiltskin asks where they get the pixie dust and Malcom says he'll show him. They run towards the forest with Rumplestiltskin giggling in joy. As soon as they leave, the Shadow comes out and watches them as they run away.

Neal asks Wendy if she's seen his son and she shows surprise at the fact that he has a son. Neal states that Pan needs him because he needs the heart of the true believer, but Wendy says she hasn't heard about any of that. Gold gets upset because he recognizes she's lying. When Neal asks if she's lying, Wendy states that she can't tell them. Regina wants to know why she's helping Pan and Wendy tells them it's because he's keeping her brothers, John and Michael alive as long as she helps him. She asks why she should trust them, and Regina tells her that her brothers did. They are in Storybrooke right now and trusted a woman named Belle so that the group could get box to defeat Pan. Wendy is relieved that her brothers are safe, and Neal tells her that he really needs her help.

Wendy explains that Pan told Henry that he needs his heart to save magic, but it's a lie. He actually needs the heart of the truest believer because Pan himself is dying. However, once he has the heart, it will absorb all the magic of Neverland and Pan will be immortal and all powerful. Mary Margaret asks what happens to Henry and Wendy says it's a trade because once Pan has the heart, Henry will die.

Pan is rowing a boat with Henry in it towards Skull Island. They get inside and Pan comments that it's been a long time since he's been on the island as he ties off the boat. As they are walking up some stairs, Pan draws a line behind them. Henry asks what its for and Pan tells him it's a protection spell.

Wendy tells the group that Pan took Henry to Skull Rock. However, they need to hurry. David states that someone needs to stay to guard the Lost Boys when they wake up. They make a plan to rescue Henry and send David to Dead Man's Peak to get water to make a cure. Emma then tells everyone involved that they will all return home once they rescue Henry. So, Emma, Regina, Gold, and Neal race off to Skull Rock.

Malcom leads Rumplestiltskin towards the trees that hold the pixie dust. Rumplestiltskin says he's tired, but Malcom tells him they are almost there. Rumplestiltskin is too scared to climb up the tall trees that have the pixie dust flowers, and Malcom tells him that if he wants to fly, he'll have to get used to heights. Rumplestiltskin states he doesn't want to fly. Malcolm apologizes for his excitement, then tells him to wait, and he'll get enough pixie dust for them both. He climbs up and sprinkles some dust on himself, saying "I want to fly," but just then the Shadow comes. Malcom asks who the Shadow is, and it says it's the sole inhabitant of Neverland. Malcom asks the Shadow why the Pixie dust isn't working, and it tells him he has to believe. Malcom says he's trying but it doesn't work. The Shadow tells him that it's because he doesn't belong.

On the ground, Rumplestiltskin weeps, thinking his father has met with an accident after one of his shoes falls from the tree. He begins to call up towards the top for his Papa.

Regina, Gold, Neal, and Emma reach Skull Rock. Emma starts to climb the stairs but is thrown back. Regina throws a fireball at the barrier, but the flames bounce back towards them. Gold tells Regina that she's no match for Pan's magic, but he himself is. When Gold is able to step through the barrier spell, he tells them that the spell is meant to keep anyone with a shadow out. Neal realizes Gold was telling the truth about cutting off his own shadow. Gold says the barrier isn't about keeping people out; it's about drawing him in. Pan knows that Gold won't give up until he does what he came to do. The rest of them finally believe that Gold wants to save Henry, so Neal holds out the box to give it back to him. However, Regina grabs it and tells Gold that he better save Henry and not kill him. She then gives the box back to him.

As Neal, Regina and Emma wait, Neal asks Regina why she doesn't cut her shadow off. Regina snaps that if she knew how to do it, she would have already. Emma looks up and says, "the moon". Regina questions the statement and Emma tells her that they are casting shadows because of the light from the moon, so Regina and Emma begin casting an eclipse spell so they can enter.

Henry and Pan enter a large chamber where Pan tells him that this is where he'll save magic. As gold is climbing up the stairs behind them, he pulls out the doll that his father gave him. The room contains a large hourglass on top of a pedestal of golden skulls that shows the magic slowly fading, indicating how much time is left for magic in Neverland. Pan pauses and tells henry to go wait in a back corner of the cave.

Rumplestiltskin is crying when his father climbs down to comfort him, telling him that Neverland is only for children. Unfortunately, as Rumplestiltskin suggests they go somewhere else, because all that matters if that they're together. However, Malcolm says he knows he would just go back to his old ways if he did. Malcom tells Rumplestiltskin that he could never be the father he needs because he himself is too weak. Rumplestiltskin asks what he's trying to say, and Malcom tells him that there is a way that he can stay there. That way he can get the pixie dust to work and fly again. Rumplestiltskin asks him how and Malcom tells him he has to let go of the thing that's holding him back, his son.

The Shadow then comes to take Rumplestiltskin, but he grabs his father's arm and begs for his father to not to let the monster take him. Malcom says that because he needs to be a child to get the pixie dust to work, he has to let his son go, because a child cannot have a child himself. Malcom tells Rumplestiltskin that he was never meant to be a father and let's go of his sons hand, allowing the shadow to drag the boy away. Rumplestiltskin drops his doll when his father rips his arm away from his grasp. As the Shadow takes Rumplestiltskin away he witnesses a green spell coming over Malcolm, who suddenly turns into the infamous Peter Pan.

Gold shows up to confront his father and to stop him from going through with this and takes out the box. Pan says they are really alike because both abandoned their sons, but Gold says he regretted leaving his son the moment he let him go and spent the rest of his life trying to get him back. Pan then responds, "Why do you think I call myself Peter Pan?" and asks Gold to put the box down so they can make a fresh start. After Gold refuses, he waves his hand over the box, but nothing happens, as Gold discovers Pan switched boxes, and Pan waves his hand over the real one and places Gold inside it.

Rumplestiltskin shows up at the Spinners house crying. As they tuck him into bed, they ask him what happened to the magic bean. Rumplestiltskin tells them that they used it. He tells the women that Malcom left him and he's never coming back. The women tell him he is better off without him. Rumplestiltskin states that he has nothing left, but the women correct him and say that he has them and the spinning wheel. they tell him to get some rest and that they'll spin when he wakes up. One of the women asks where his doll is, and Rumplestiltskin tells them that he lost him. The women say they'll make him another one, and he can even give it the same name. He tells them no because Peter Pan is gone forever.

Back in Neverland, Peter Pan picks up the doll. He is then happily flying towards Skull Rock. Pan and the Shadow then arrive at Skull Rock, where the Shadow tells Pan that the island was created when Pan decided to stay, and the hourglass shows how much time he has before he stops being young and dies. In doing so, the Shadow tells Pan that he broke the rules by staying because Neverland is a place for children to visit in their dreams. Pan tells the Shadow that he's supposed to stay young forever and that there has to be a way to achive that. The Shadow says that it may be possible, but only perhaps. Pan says that he will find a way because he believes.

Henry is staring at the hourglass when Pan tells him it is time to save magic. Pan says that he needs Henry's heart and Henry mistakenly believes that he just has to truly believe. However, Pan states that he needs Henry's actual heart. Henry asks what will happen to him, and Pan tells him that he will become the greatest hero that ever lived. Henry tells Pan that he can tell him the truth. Henry knows all magic comes with a price, so this must have a downfall to it. Pan tells Henry he would never lie to him and then lies and tells Henry that price is that he'll have to stay and live forever in Neverland with Pan. Henry says he understands because he comes from a family of heroes. Pan tells Henry they would be proud of him if they knew what he was about to do because he's about to save them all.

Pan tells Henry he'll help him and waves his own hand over Henry's, making it glow. Pan explains to Henry that he now has the power to remove his own heart. Henry reaches in and yanks his golden glowing heart out, just as Emma, Regina and Neal come running in. Neal yells out for Henry to wait, and that whatever Pan is telling him to do, not to do it. Henry is exalted to find out his father is alive. Neal says yes, then tries to explain that Pan is lying to him. However, Pan interrupts him and states that it's a pleasure to see Baelfire, the Saviour and the Evil Queen. Emma tells Henry that he needs to get away from Pan because he's trying to hurt him. Henry states that Pan's not going to hurt him because he just needs the heart of the truest believer to save magic. Regina tells Henry that this was never about saving magic and that Pan is only interested in saving himself.

Henry says it's not true and Pan gets between Henry and Neal and states that of course it isn't true. Neal counters and says that it is true because Pan can't live without his heart. He tells Henry that if he gives his heart to Pan, Henry will die himself. Pan tells Henry that they are trying to stem his belief because every hero gets tested. Emma tells Henry that she knows what being a hero looks like, and this isn't it. Henry asks Pan why they would lie and Pan states that that's what adults do; they lie. Regina tries to tell Henry that he has to believe them, but Pan says that Henry's parents don't care about Neverland. The only reason they are telling him this is because his parents know that if he gives his heart to Pan, then he'll have to stay in Neverland. Pan says they're being selfish because his parents just don't want to lose him.

Emma says that Henry needs to trust them and Pan yells out that he's the only one who's ever been honest with Henry. Pan says he's also the only one who ever believed in Henry. Pan tells Henry that this is his choice to make, not theirs. Pan looks at the hourglass and sees that it's close to running out. He tells Henry that they are running out of time. Neal tells Henry that they do believe in him. Emma adds on that it's because they love him, and Regina says more than anything. Henry tells them he loves them too, but he has to save magic. He turns and thrusts his heart into Pan's chest.

The moment it enters Pan's chest, Henry collapses and a wave of green light sweeps over Neverland. The light thrusts Neal, Emma and Regina away, knocking them to the floor. In Pan's camp, Tink and Hook look around with alarm, while the moment it hits David and Mary Margaret, they grab each other's hands worriedly. Emma, Regina, and Neal rush over to Henry while Pan rises in the air, hovering above them with an evil triumphant smile.



Guest Starring




Production Notes

  • 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.[7]

Event Chronology

Episode Connections

Fairytales and Folklore

Popular Culture

Costume Notes

Filming Locations

International Titles



  1. Sunday Final Ratings: ‘The Mentalist’ Adjusted Up; No Adjustment for ‘Once Upon a Time’ or ‘Almost Human’. TV by the Numbers (November 19, 2013). “Once Upon A Time (...) 6.66”
  2. 2.0 2.1 LISTINGS: ONCE UPON A TIME. The Futon Critic. “Air Date: Sunday, November 17, 2013. Time Slot: 8:00 PM-9:00 PM EST on ABC. Episode Title: (#308) "Think Lovely Thoughts".”
  3. File:308Title.png
  4. TwitterLogo.svg @AdamHorowitzLA (Adam Horowitz) on Twitter (September 22, 2013). "Ep. 308 of #OnceUponATime -- "Think Lovely Thoughts" by Goodman & Hull. #titlespoilers 7 days to go!" (screenshot)
  5. Peter Pan or The Boy Who Would Not Grow Up. Project Gutenberg. Retrieved on November 23, 2021. “ACT I: THE NURSERY (...) PETER (descending). You just think lovely wonderful thoughts and they lift you up in the air. (He is off again.)
  6. Peter Pan by J.M. Barrie: Chapter 3: Come Away, Come Away!. Lit2Go. “It looked delightfully easy, and they tried it first from the floor and then from the beds, but they always went down instead of up. "I say, how do you do it?" asked John, rubbing his knee. He was quite a practical boy. "You just think lovely wonderful thoughts," Peter explained, "and they lift you up in the air." He showed them again.”
  7. 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."”
  8. File:308LookAfterYou.png
  9. File:512ICanHelpYou.png
  10. 10.0 10.1 10.2 10.3 Instagram filming report for the Neverland beach scene with Hook, Liam and Pan in "Good Form":
    InstagramIcon.png vfxsup (Craig Clarke). October 10, 2015. "Britannia Beach" (archive copy)
    File:305WhatExactly.png (screenshot from "Good Form")
    File:308WeMadeIt!.png (screenshot from this episode
    File:306AnEvilQueen.png (screenshot from "Ariel")
    File:W102FlyingOff2.png (screenshot of the Wonderland beach where they are picked up in "Trust Me")
    File:W102FlyingOff3.png (another screenshot of the Wonderland beach where they are picked up in "Trust Me")
    File:W102TurtleSwimmingAway.png (screenshot of the Wonderland beach where they come ashore in "Trust Me")
    File:W102WalkingUpBeach.png (another screenshot of the Wonderland beach where they come ashore in "Trust Me")

    Note that in the Season Three Blu-ray/DVD Audio Commentary for "Think Lovely Thoughts", David H. Goodman, Robert Hull and Robert Carlyle confirm that the beach scenes in "Ariel" and "Think Lovely Thoughts" were filmed in the same location, but refer to the filming location as Minaty Bay; Minaty Bay is where Britannia Beach is located (source)
  11. Movies Filmed at Minaty Bay. MovieMaps. Retrieved on April 2, 2020. “Arrow: Purgatory. Jim Corrigan has Oliver relive all of his previous battles to prepare him for his final fight against the Anti-Monitor in episode 8x08 "Crisis on Infinite Earths: Part Four". Jim Corrigan sits across from Oliver and tells him why he showed him all of his past battles.Oliver asks why he was forced to relive all of his past trauma.Jim Corrigan talks to Oliver about what must be done as they walk along the shore. Lian Yu: From episode 8x06 "Reset". From episode 8x07 "Purgatory".” (Screenshot from Arrow: "Reset")
  12. Movies Filmed at Minaty Bay. MovieMaps. Retrieved on April 2, 2020. “Ryn, Maddie, and Ben all independently converge to save several beached whales and later they track Ryn to the beach after the sonic disruption and find several of her kin washed ashore in episode 2x01 "The Arrival".” (Screenshot from Siren: "Arrival")
  13. 13.0 13.1 Chan, Kenneth (February 6, 2018). 16 locations in Vancouver where Netflix's Altered Carbon was filmed (PHOTOS). Daily Hive. “Minaty Bay at Britannia Beach as an escape during Kovacs' past with Quellcrist Falconer.”
    Screenshot from Altered Carbon: "Nora Inu" #1"
    Screenshot from Altered Carbon: "Nora Inu" #2"
    Takeshi Kovacs and Quellcrist Falconer return to the exact same beach in "Bury Me Dead"
  14. File:IGlee j buckley-308.png