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"Think Lovely Thoughts" is the eighth episode of the third season of the American fantasy drama series Once Upon a Time, and the show's fifty-second episode overall.


Opening sequence

Skull Rock is featured.

In the Character's Past

In a local tavern yard, a young boy, who is revealed to be a young Rumpelstiltskin, begs the men not to hurt his father Malcolm, who is a 3-card monte cheat. Later on, Malcolm brings Rumpelstiltskin to a cabin and asks the women spinning wool to look after him as he attempts to get a real job. Before he goes, he gives his son the corn husk doll as a present. Hours later, the women see Rumpelstiltskin have a huge talent for spinning. While Rumpelstiltskin tells them that he believed that Malcolm will come back, the ladies tell him that he returned to the same tavern. The women advise him to take the magic bean and go somewhere his father’s bad reputation won’t follow him. Rumpelstiltskin later return to the same tavern and just as the ladies told him, sees him playing games again. Rumpelstiltskin coaxes Malcolm to go away somewhere and make a fresh start. Malcolm then remembers the phrase “think lovely thoughts,” which he used to comfort himself when he was apprenticed to a blacksmith. So they go to a place called Neverland, holding hands.

As they land in Neverland, Malcolm tells his son to imagine a cake, and it appears. He then tells him that in Neverland anyone can fly, but as he attempts to take off, he falls to the ground because he is now a grown-up. Malcolm remembers needing Pixie Dust, but Rumpelstiltskin is too scared to climb up the tall trees that have the pixie dust flowers, so Malcolm tells him to wait and he’ll get enough for both. He climbs up and sprinkles some dust on himself, saying “I want to fly,” but just then the shadow comes and mocks him, telling him he doesn’t belong. On the ground, Rumpelstiltskin later weeps, thinking his father has met with an accident after a item falls from the tree, but then his father climbs down to comfort him, telling him that Neverland is only for children. Unfortunately, as Rumpelstiltskin suggests they go somewhere else, Malcolm says he knows he would just go back to his old ways if he did. The shadow then comes to take Rumpelstiltskin, believing it's the only way the father can believe he’s a young man. As the shadow takes Rumpelstiltskin away he witnesses a green spell coming over Malcolm, who suddenly turns into the infamous Peter Pan, a name that Rumpelstiltskin would give his lost doll after he returned to stay with the women after he tells them of what had happen, as the women believe that he would be better off without a father.

Pan and the shadow then arrive to 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.

In Neverland

As Emma, Neal, Hook, David, Tinker Bell, and Mary Margaret walk through the forest towards Pan’s camp, Emma confronts Mary Margaret about staying behind with David, which made Emma concerned that she will once again be separated from her family again. As Regina and Gold emerged from another location, the reunion does not goes smoothly as Neal tells everyone involved that Gold was planning to kill Henry because of a prophecy. They all draw their weapons on him, but Gold proves his legitimacy by handing over Pandora’s Box to earn their trust, and tells Neal he has no idea who he’s up against as Gold explains to Neal that Pan was responsible for his father Malcolm's demise. Despite this, Neal made sure that Gold does not use magic and Gold agrees to it. Meanwhile, Hook and Emma discuss Neal’s fate and the future of David when Gold says he may know a cure, as he remembered the elixir that saved him back at Storybrooke. As they finally reach Pan’s camp, the party come up with a plan to keep The Lost Boys at bay, so Regina waves her hand and causes a sleeping spell and the Boys doze off. They then hear Wendy and Emma see her in cage, and Neal breaks her free. She’s startled to see Neal, who she knew as Baelfire, now grown up. 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. At first, Wendy lies to the rescuers about where Pan is, but Gold recognizes she’s lying and she comes clean, and admits that Pan really wants the heart of the truest believer (Henry) is because he's life is declining. It’s a trade, she says, because once Pan has the heart and lives, Henry will die in his place. Neal promises he will save her brothers and Regina tells Wendy that John and Michael are safe in Storybrooke. 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.

As the individuals prepare their plan of attack, Peter Pan (Robbie Kay) and Henry (Jared S. Gilmore) arrives at Skull Rock, where Pan tells Henry (who is unaware of Pan's identity as his great-grandfather) that he can save magic, and Henry believes him. As they enter the caves, Pan cast a protection spell to keep anyone with a shadow out. The individual then reach the island, where Gold eventually penetrated the spell because he has no shadow. Neal finally believes that his father wants to save Henry and gives the box back to him. Regina intersects the exchange, warning Gold that she'll make Pan whatever intends for him "child's play". After a while, Regina and Emma cast an eclipse spell so they can bypass the barrier. Henry and Pan finally enter a large chamber that 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. After looking at this, Pan tells Henry it's time to save magic, but he now wants to use Henry's heart rather than believing in it, then lies to Henry that he'll live forever in Neverland if he does this. He then is interrupted by the presence of Gold, who shows up to confront his father and to stop him from going through with this and takes out the box. Pan asks why Gold hasn't revealed their heritage to the others, particularly Neal. Gold answers that his father is nothing but a coward. The manchild says they are really alike because they both abandoned their sons for something they they coveted (youth and power respectively). Gold rightfully points out the difference in their situations: he regretted leaving his son the moment he let him go through the portal alone and spent the rest of his life trying to get him back while his own father forgot about him. Pan then reiteriates “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. Pan then returns to finish his scheme to take his great-grandson's heart by giving him the magic to allow him to remove it. As Henry succeeds in doing so, Emma, Regina and Neal arrive to stop Henry from giving it to Pan, but Pan tells Henry that they are lying to him because they are adults even as they tell Henry they believe in him because they love him. Unfortunately, Henry, believing that he can save magic, gives his heart to Pan, who has now emerged victorious in his plot to become immortal.


Cultural references

When Rumple tells Neal that "Peter Pan destroyed my father", it is similar to a scene in Star Wars Episode IV: A New Hope, in which Obi-Wan Kenobi tells Luke Skywalker the story about a Jedi called Darth Vader who was a pupil of mind before he turned to Evil, eventually betraying and murdering Luke's father.


This episode features American musician Marilyn Manson as the voice of The Shadow. On October 21, British actor Stephen Lord was announced to be playing Rumpelstiltskin's father, Colin. He featured in this episode, and will also feature on the eleventh episode of the season.

The detail and reveal of Peter Pan's true identity was kept a secret from cast members, who were banned from finding out until the episode aired. According to Ginnifer Goodwin, "We were so banned," she says. "We had to sign our lives away. That's truly the Rumple story, like we own the children. Some cast members saw it coming and I was shocked, but I guess it makes so much sense because the family is cursed. Each generation is caught in a cycle of sacrificing family for power and it only makes sense that Rumple would be the product of such a villain."



The episode saw another decline in the ratings, scoring a 1.9/5 among 18-49s with only 6.60 million tuning in, making it the lowest rated episode in the series so far and the only one to post below a 2.0. This setback can attributed to the debut of FOX's science fiction crime drama Almost Human, which had 3.1/8 among 18-49s with 9.10 million viewers watching, marking the first time that OUAT was beaten by another scripted program since its 2011 debut.

Critical reception

The episode received mostly very positive reviews from critics, starting with Amy Ratcliffe of IGN gave the episode the second highest score of the season thus far, after Ariel (306), giving in an 8.9 out of 10, saying "tonight's installment of Once was engaging, touching, and action-packed. The twists were complete surprises, and they didn't feel contrived. The rescue party was the most together they've been and it was fun to watch them jump into action. I felt more invested in the characters than I have at any other point this season, and I can't wait to see what happens next."

Hillary Busis of Entertainment Weekly who commented "Just when you thought Henry's family tree couldn't get any more complicated, Once threw us another genuine curveball. On second thought, "curveball" doesn't seem emphatic enough. Let's call it a genuine "oh-my-God, holy-crap, did-they-seriously-just-say-what-I-think-they-said?" ball instead." She then added "Okay, I've made my point. Sense of history repeating aside, though, "Think Lovely Thoughts" really was full of surprises, thanks particularly to the fairyback that introduced us to a young, adorably big-eyed Rumpelstiltskin—back in the days when he was still being cared for by his ne'er-do-well dad, whose name is either Malcolm or Colin." The latter referring the character name that was a source of confusion in the casting credits before its air date.

Christine Orlando of TV Fanatic also gave the episode a positive review, rating it a 4.5 out of 5, noting Rumpelstiltskin's subplot, saying "the revelation that Peter Pan was actually Rumple's father totally floored me. It ranked up there with watching The Empire Strikes Back when I was 9. I never saw it coming."

Andrea Reiher of Zap2it also commented positively on the episode, noting Marilyn Manson's role, saying he "was awesome as the voice of the Shadow -- super creepy and menacing."

Gwen Ihnat of The A.V. Club graded the episode a B, mostly directed at Jared S Gilmore's performance in the episode: "Almost from the very beginning, Henry has been Once Upon A Time’s sore spot. Some blame has been aimed at poor Jared S. Gilmore’s acting abilities, but let’s face it, Olivier himself couldn’t carry what the Henry character has had to endure."

Liane Bonin Starr of HitFix gave the episode a mixed review, saying "Things are now at their darkest, but somehow this in-between episode was still frustrating. Rumple was dismissed too quickly, Wendy spat out some exposition and then receded into the background, and Henry's bad decision didn't feel particularly well-played. I realize that Henry needed to commit fully to Pan, but I didn't feel Pan's case was ever entirely convincing -- not for a kid who only recently found his "real" parents. I guess Henry, being the good kid that he is, just wanted to do the right thing—even as his parents had tiny heart attacks watching him do it. I bet he's getting grounded when they all get back to Storybrooke!"

Gwen Orel of the Wall Street Journal called Rumpelstiltskin's subplot "by far the most unsettling backstory yet."


  • Peter Pan wants Henry's heart to save his youth and life
  • Pan is revealed to be Rumplestiltskin's father (thus Baelfire's grandfather and Henry's paternal great-grandfather)
This page uses content from the English Wikipedia page Think Lovely Thoughts. The list of authors can be seen in the page history. Text from Wikipedia is available under the Creative Commons Attribution-ShareAlike License; additional terms may apply.

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Shows: Once Upon a TimeOnce Upon a Time in Wonderland

Books: Once Upon a Time: Shadow of the QueenOnce Upon a Time: Out of the PastOnce Upon a Time: Red's Untold TaleOnce Upon a Time: Regina Rising
Special Bonus: Good Morning StorybrookeThree Who StayedTales From The Underworld: A Knight With Cruella

Once Upon a Time:
Season One: Emma SwanSnow White/Mary Margaret BlanchardPrince Charming/David NolanRumplestiltskin/Mr. Gold/WeaverEvil Queen/Regina Mills/RoniBelle/Lacey FrenchHenry MillsHappySneezy/Tom ClarkBashfulDocDopeySleepy/WalterJiminy Cricket/Archie HopperStealthyVictor Frankenstein/Dr. WhaleBlue FairyWidow Lucas/GrannyKing George/Albert SpencerGenie/Magic Mirror/Sidney GlassNurse RatchedMad Hatter/JeffersonPrince Henry/The ValetKnave of HeartsSheriff of Nottingham/KeithFairy GodmotherAbigail/Kathryn NolanRed Riding Hood/The Wolf/RubyHuntsman/Sheriff GrahamBaelfire/Neal CassidyPinocchio/August W. BoothFrederick/JimSevere NurseMayor TomkinsHansel and Gretel/Nicholas and Ava ZimmerThe Woodcutter/Michael TillmanMartinMyrnaStephenDonnaPrince JamesBlind WitchPeterSirenPongoGastonThe King/Mitchell HermanKing LeopoldKing MidasZosoPrince Thomas/Sean HermanGraceDaniel ColterNovaBriar RoseGeppetto/MarcoGus/BillyRuthDark One

Season Two: Killian Jones/Hook/RogersAuroraPrince PhillipMulanMilahMaid MarianQuinnAlphonse FrankensteinAnita LucasJackKing XavierAntonWilliam SmeeGreg MendellTamaraThe DragonQueen EvaSeerLancelotRobin HoodWendy DarlingNanaMary DarlingGeorge DarlingJohn DarlingMichael DarlingThe ShadowLost Boys
Season Three: Peter Pan/Malcolm/Pied PiperArielZelena/The Wicked Witch of the WestGlinda/The Good Witch of the SouthWalsh/Wizard of OzElsa the Snow QueenTinker BellBlackbeardLumiereUrsula the Sea GoddessJonathanDorothy GaleThe Witch of the EastRapunzelRapunzel's MotherRapunzel's FatherThe Sheriff of HamelinMedusaPrince EricLiam JonesRoland
Season Four: AnnaKristoffHansGrand PabbieSvenUrsula the Sea WitchMarshmallowLittle Bo PeepThe ApprenticeIngridLily PageColetteOakenKing of ArendelleQueen GerdaCruella De VilPoseidonDuke of WeseltonHans' BrothersChernabogKing StefanIsaac/The AuthorMadelineMerlin/The Sorcerer
Season Five: MeridaQueen EleanorKing FergusHarris, Hubert, and HamishThe WitchLord MacGuffinLord MacintoshLord DingwallKing ArthurSir KayGuinevereGorgon The InvincibleCharonBrennan JonesHadesMegaraHerculesCerberusThe ScarecrowTotoCleo FoxAuntie EmDr. JekyllMr. HydeEvil Queen
Season Six: AladdinGideonCount of Monte CristoAlexandraJasmineRed BirdCaptain NemoLady TremaineClorindaTisbeJacobOracleRoyal GuardsThe SultanBeowulfBlack FairyTiger LilyRobertPrince AchmedStanumCowardly LionLucy
Season Seven: Rapunzel Tremaine/Victoria BelfreyCinderella/Jacinda VidrioTiana/SabineAlice/TillyDrizella/Ivy BelfreyAnastasiaGothel/Eloise GardenerEudoraDr. Facilier/Mr. SamdiHansel/Jack/Nick BransonMarcus TremaineCeceliaCoven of the EightMadame LeotaNaveen/DrewBlind Witch/HildaGretelChadSeraphinaFloraIslaZorro

Once Upon a Time in Wonderland: AliceCyrusAnastasia/Red QueenPercy/White RabbitEdwinJabberwockySilvermistThe Sultan/The Old PrisonerTweedle Dee and Tweedle DumMrs. RabbitElizabeth/LizardAmaraBandersnatchMillie
Both series: Will Scarlet/The Knave of HeartsCinderella/Ashley BoydRobin HoodLittle JohnFriar TuckGrumpy/LeroyCora/The Queen of HeartsCaterpillarMaleficentJafarDr. Lydgate

Season One: "Pilot" • "The Thing You Love Most" • "Snow Falls" • "The Price of Gold" • "That Still Small Voice" • "The Shepherd" • "The Heart Is a Lonely Hunter" • "Desperate Souls" • "True North" • "7:15 A.M." • "Fruit of the Poisonous Tree" • "Skin Deep" • "What Happened to Frederick" • "Dreamy" • "Red-Handed" • "Heart of Darkness" • "Hat Trick" • "The Stable Boy" • "The Return" • "The Stranger" • "An Apple Red as Blood" • "A Land Without Magic"

Season Two: "Broken" • "We Are Both" • "Lady of the Lake" • "The Crocodile" • "The Doctor" • "Tallahassee" • "Child of the Moon" • "Into the Deep" • "Queen of Hearts" • "The Cricket Game" • "The Outsider" • "In the Name of the Brother" • "Tiny" • "Manhattan" • "The Queen Is Dead" • "The Miller's Daughter" • "Welcome to Storybrooke" • "Selfless, Brave and True" • "Lacey" • "The Evil Queen" • "Second Star to the Right" • "And Straight On 'Til Morning"
Season Three: "The Heart of the Truest Believer" • "Lost Girl" • "Quite a Common Fairy" • "Nasty Habits" • "Good Form" • "Ariel" • "Dark Hollow" • "Think Lovely Thoughts" • "Save Henry" • "The New Neverland" • "Going Home" • "New York City Serenade" • "Witch Hunt" • "The Tower" • "Quiet Minds" • "It's Not Easy Being Green" • "The Jolly Roger" • "Bleeding Through" • "A Curious Thing" • "Kansas" • "Snow Drifts" • "There's No Place Like Home"
Season Four: "A Tale of Two Sisters" • "White Out" • "Rocky Road" • "The Apprentice" • "Breaking Glass" • "Family Business" • "The Snow Queen" • "Smash the Mirror" • "Fall" • "Shattered Sight" • "Heroes and Villains" • "Darkness on the Edge of Town" • "Unforgiven" • "Enter the Dragon" • "Poor Unfortunate Soul" • "Best Laid Plans" • "Heart of Gold" • "Sympathy for the De Vil" • "Lily" • "Mother" • "Operation Mongoose"
Season Five: "The Dark Swan" • "The Price" • "Siege Perilous" • "The Broken Kingdom" • "Dreamcatcher" • "The Bear and the Bow" • "Nimue" • "Birth" • "The Bear King" • "Broken Heart" • "Swan Song" • "Souls of the Departed" • "Labor of Love" • "Devil's Due" • "The Brothers Jones" • "Our Decay" • "Her Handsome Hero" • "Ruby Slippers" • "Sisters" • "Firebird" • "Last Rites" • "Only You" • "An Untold Story"
Season Six: "The Savior" • "A Bitter Draught" • "The Other Shoe" • "Strange Case" • "Street Rats" • "Dark Waters" • "Heartless" • "I'll Be Your Mirror" • "Changelings" • "Wish You Were Here" • "Tougher Than the Rest" • "Murder Most Foul • "Ill-Boding Patterns" • "Page 23" • "A Wondrous Place" • "Mother's Little Helper" • "Awake" • "Where Bluebirds Fly" • "The Black Fairy" • "The Song in Your Heart" • "The Final Battle"
Season Seven: "Hyperion Heights" • "A Pirate's Life"• "The Garden of Forking Paths" • "Beauty" • "Greenbacks" • "Wake Up Call" • "Eloise Gardener" • "Pretty in Blue" • "One Little Tear" • "The Eighth Witch" • "Secret Garden" • "A Taste of the Heights" • "Knightfall" • "The Girl in the Tower" • "Sisterhood" • "Breadcrumbs" • "Chosen" • "The Guardian" • "Flower Child" • "Is This Henry Mills?" • "Homecoming" • "Leaving Storybrooke"

Once Upon a Time in Wonderland: "Down the Rabbit Hole" • "Trust Me" • "Forget Me Not" • "The Serpent" • "Heart of Stone" • "Who's Alice?" • "Bad Blood" • "Home" • "Nothing to Fear" • "Dirty Little Secrets" • "Heart of the Matter" • "To Catch a Thief" • "And They Lived..."

Once Upon a Time: Royal CastleBostonDark PalaceMaurice's CastleDark Castle/Rumplestiltskin's CastleLibraryKing's CastleTremaine estateMaurice's CastleDwarves' CottageDwarf MinesGeppetto's HomeNew York CityKing Stefan's CastleThe BeanstalkGiant's LairEnglandLondonDarling NurseryNeverlandBig BenSkull RockHamelinMaritime CastleRapunzel's TowerVault of the Dark OneLand of OzYellow Brick RoadEmerald CityArendelleValley of the Living RockArendelle CastleElsa's Ice PalaceWandering Oaken's Trading Post and SaunaBald MountainRing of StonesDunBrochWitch's CottageCastle DunBrochUnderworldMount OlympusPoppy FieldsAuntie's Chicken & WafflesCave of WondersPleasure IslandMagical ForestSeattleHyperion HeightsBelle & Gold's HouseFacilier's LairGothel's GardenTiana's PalaceSan FranciscoMemento MoriMaldoniaFlynn's BarcadeUnited RealmsSnow White's Farm

Once Upon a Time in Wonderland: Wonderland CastleThe Mad Hatter's HouseWhite Rabbit's HouseUnderlandTulgey Wood
Both series: StorybrookeMaineEnchanted ForestForbidden FortressWonderlandWonderland MazeAgrabahSherwood ForestThe Sultan's Palace

Once Upon a Time: Once Upon a Time (Book)Snow White's Glass CoffinRed Riding HoodMaleficent's StaffMagic WandGlass SlipperPoisoned AppleSpinning WheelMagic LampDark One's DaggerChipped CupJefferson's HatMagic BeansCaptain Hook's HooksEnchanted CandlePixie DustDreamshadeSalad ForkPandora's BoxSilver SlippersSorcerer HatEnchanted BroomTridentEnchanted ShellHeroes and Villains (Book)Merida's BowMagical RoseExcaliburOlympian CrystalCinderella's DressGolden Scarab BeetleRapunzel's Frying PanMagical Golden FlowerShrinking PotionFloating LanternsTarot CardsMaui's Fish Hook

Once Upon a Time in Wonderland: Vorpal Blade
Both series: Jafar's Snake StaffEnchanted HeartsJafar's Lamp

Songs Featured
"Give a Little Whistle" • "Heigh-Ho" • "With a Smile and a Song" • "Beauty and the Beast" • "Part of Your World" • "Fathoms Below" • "Cruella De Vil • "Some Day My Prince Will Come" • "The Unbirthday Song"

Original Songs: "Powerful Magic" • The Queen SingsLove Doesn't Stand a ChanceRevenge Is Gonna Be MineWicked Always WinsCharmings vs. Evil QueenEmma's ThemeA Happy Beginning

The Jolly RogerMagic CarpetRoyal ShipCruella's carNautilusCinderella's Coach
FairiesUnicornsDragonsBridge TrollsWerewolvesWraithOgresMermaidsKrakenFlying MonkeysRock TrollsWill O' the WispsFuriesMunchkinsTree Nymphs