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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]


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, names Rumplestiltksin, 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.

In present-day Neverland, Henry watches on as Pan 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 Mr. Gold are walking. Regina talks of how Emma took the bait that Neal was alive, and Mr. Gold confirms it. She asks why he and his son parted ways, but he concludes he just intends to reunite his son and grandson.

In Rumplestiltskin's childhood, Malcolm entrusts him to two elderly spinsters while goes looking for a real job and gives him a straw doll while he does so.



Guest Starring




  • The title card features Skull Rock.[3]
  • The title of this episode was announced by Adam Horowitz via his Twitter account on September 22, 2013.[4]
  • This episode is named after a passage in the third chapter of the Peter Pan novel: "You just think lovely wonderful thoughts," Peter explained, "and they lift you up in the air."[5]

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.[6]

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 @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 by J.M. Barrie: Chapter 3: Come Away, Come Away!. Lit2Go.
  6. 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."”
  7. File:308LookAfterYou.png
  8. File:512ICanHelpYou.png
  9. 9.0 9.1 9.2 Instagram filming report for the Neverland beach scene with Hook, Liam and Pan in "Good Form": InstagramIcon 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:W102TurtleSwimmingAway.png (screenshot from "Trust Me")
    File:W102WalkingUpBeach.png (another screenshot from "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)
  10. InstagramIcon lee_j_buckley (Lee J. Buckley). January 15, 2019.  "Who do we have here floating in a boat? First person to tell me the episode gets a photo request. Feel free to share..." (archive copy)

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