Once Upon a Time Wiki
Once Upon a Time Wiki
Think Lovely Thoughts
Season 3, Episode 8
Airdate November 17, 2013
Written by David H. Goodman
Robert Hull
Directed by David Solomon
Episode Guide
Dark Hollow
Save Henry

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 52nd episode overall.

In this episode, the group races to Skull Rock in order to save Henry (Jared S. Gilmore) from Peter Pan (Robbie Kay), who plans to harness immortality by taking Henry's heart. Meanwhile, a young Rumpelstiltskin (Wyatt Oleff) and his scheming father Malcolm (Stephen Lord) make their way to Neverland, which soon becomes a life-altering journey for both of them.

The episode was met with positive reviews from critics; however, the episode saw a significant drop in ratings, with 6.66 million viewers tuning in.

View the Think Lovely Thoughts Gallery.


Opening Sequence

Skull Rock is featured.

In the Characters' Past

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. Later on, Malcolm brings Rumplestiltskin 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 that Rumplestiltskin has a huge talent for spinning. While Rumplestiltskin 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 someplace where his father’s bad reputation won’t follow him. Rumplestiltskin later return to the same tavern, and just as the ladies told him, sees his father playing games again. Rumplstiltskin 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 use the bean to 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 Rumplestiltskin 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, Rumplestiltskin later weeps, thinking his father has met with an accident after one of his shoes falls from the tree, but then his father climbs down to comfort him, telling him that Neverland is only for children. Unfortunately, as Rumplestiltskin 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 Rumplestiltskin, believing it is the only way the father can believe he’s a young man. As the shadow takes Rumplestiltskin away he witnesses a green spell coming over Malcolm, who suddenly turns into the infamous Peter Pan, a name that Rumplestiltskin had given his lost doll. After he returned to stay with the women 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 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.

In Neverland

As Emma Swan, 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. 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 so he can be immortal, which is actually Henry's heart. It’s a trade, she says, because once Pan has the heart, Henry will die. 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 that Pan is actually his great grandfather) that he can save magic, and Henry believed him. As they enter the caves, Pan cast a protection spell to keep anyone with a shadow out. The individuals then reach the island, where Gold eventually penetrated the spell because he has no shadow. The other members finally believe that he wants to save Henry and Neal gives the box back to him, followed by Regina and Emma casting an eclipse spell so they can enter. 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 is 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 a presence, as 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. Pan then returns to finish his scheme to take Henry's heart by giving him 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. Henry dies as a result.

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 Kenobi before he turned to Evil and killed Luke's father.

Furthermore, the revelation that Peter Pan is actually Rumple's father is similar to another scene in The Empire Strikes Back where Vader reveals that he is 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 Rumplestiltskin's father, Malcolm/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 6.67 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 9.18 million viewers watching, marking the first time that OUAT was beaten by another scripted program since its 2011 debut. It can also be attributed to television coverage of the November 17, 2013 tornado outbreak in several Midwestern states that was shown on ABC rather than Once Upon a Time.

Critical reception

The episode received generally positive reviews from critics.

Amy Ratcliffe of IGN gave the episode the second highest score of the season thus far, after "Ariel," 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 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 Rumpel'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."


  • Wyatt Oleff, who plays young Rumpelstiltskin, was born and raised in Illinois and naturally speaks with an American accent.
  • Malcolm's and Pan's accents are completely different. Malcolms accent is more working class and Pan's is a higher-class accent even though they are the same person.
  • The title after a quote from Peter Pan in J.M. Barrie's original story explaining how to fly: "You just think lovely wonderful thoughts."
  • Malcolm trying to fly and falling flat on his face is very similar to a scene in the movie Hook when a grown up Peter Pan played by Robin Williams first tries to fly and lands flat on his face.
  • Young Rumple's accent comes and goes. In certain parts he speaks without a Scottish accent.


  • At one point, Malcolm calls Rumple "Rumpart".
  • When Emma, Neal, Regina and Gold are blocked by Pan's protection spell, Gold can walk through it because he "doesn't have a shadow." But in the entire episode (and even other episodes since he ripped off his shadow) his shadow is clearly visible.
  • After Henry plunges his heart into Pan's chest, he falls. We then cut to a different angle and he falls again.


Emma Swan: We need to talk.
Captain Hook: I've found when a woman says that, I'm rarely in for a pleasant conversation.
Mr. Gold: You mind if I, uh, borrow this? You said no magic, I agreed. But I'm not walking in there with nothing but my good looks.
Captain Hook: Now, I, on the other hand...
David Nolan: [Tosses him a sword] Here, in case your good looks fail you.
Regina Mills: You better come through, Gold, or I'll make whatever Pan has planned for you look like child's play. You understand me?
Mr. Gold: Well, a simple "good luck" would have sufficed.
The Shadow: 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.
Malcolm: Think lovely thoughts. That's it.
Young Rumplestiltskin: What?
Malcolm: 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.
Young Rumplestiltskin: What was it called?
Malcolm: Neverland.
Young Rumplestiltskin: Then that's where we should go.
Henry Mills: I know all magic comes with a price. Saving it must come with a price, too.
Malcolm: He didn't even leave me a shilling for a pint - how rude.
Wendy Darling: Pan's dying. He needs the heart of the truest believer to absorb all the magic in Neverland. And once he does... he will be immortal, all powerful.
Spinster #1: Family can be a strength, but it can also be a burden.
Malcolm: You can eat cake all day and not get a stomachache. Or swing on a vine through a waterfall. But best of all... you can fly!
Young Rumplestiltskin: Flying is impossible.
Malcolm: Neverland is where the impossible is possible, if you believe it.
Wendy Darling: I came back to save you.
Neal Cassidy: You did that for me?
Wendy Darling: Well, I couldn't bear for you to be without a family, not after you told us that your mother and father were both dead.
Mr. Gold: You told her I was dead?
Season 1
PilotThe Thing You Love MostSnow FallsThe Price of GoldThat Still Small VoiceThe ShepherdThe Heart Is a Lonely HunterDesperate SoulsTrue North7:15 A.M.Fruit of the Poisonous TreeSkin DeepWhat Happened to FrederickDreamyRed-HandedHeart of DarknessHat TrickThe Stable BoyThe ReturnThe StrangerAn Apple Red as BloodA Land Without Magic
Season 2
BrokenWe Are BothLady of the LakeThe CrocodileThe DoctorTallahasseeChild of the MoonInto the DeepQueen of HeartsThe Cricket GameThe OutsiderIn the Name of the BrotherTinyManhattanThe Queen Is DeadThe Miller's DaughterWelcome to StorybrookeSelfless, Brave and TrueLaceyThe Evil QueenSecond Star to the RightAnd Straight On 'til Morning
Season 3
The Heart of the Truest BelieverLost GirlQuite a Common FairyNasty HabitsGood FormAriel (Episode)Dark HollowThink Lovely ThoughtsSave HenryThe New NeverlandGoing HomeNew York City SerenadeWitch HuntThe TowerQuiet MindsIt's Not Easy Being GreenThe Jolly RogerBleeding ThroughA Curious ThingKansasSnow DriftsThere's No Place Like Home
Season 4
A Tale of Two SistersWhite OutRocky RoadThe ApprenticeBreaking GlassFamily BusinessThe Snow QueenSmash the MirrorFallShattered SightHeroes and VillainsDarkness on the Edge of TownUnforgivenEnter the DragonPoor Unfortunate SoulBest Laid PlansHeart of GoldSympathy for the De VilLilyMotherOperation Mongoose
Season 5
The Dark SwanThe PriceSiege PerilousThe Broken KingdomDreamcatcherThe Bear and the BowNimueBirthThe Bear KingBroken HeartSwan SongSouls of the DepartedLabor of LoveDevil's DueThe Brothers JonesOur DecayHer Handsome HeroRuby SlippersSistersFirebirdLast RitesOnly YouAn Untold Story
Season 6
The SaviorA Bitter DraughtThe Other ShoeStrange CaseStreet RatsDark WatersHeartlessI'll Be Your MirrorChangelingsWish You Were HereTougher Than the RestMurder Most FoulIll-Boding PatternsPage 23A Wondrous PlaceMother's Little HelperAwakeWhere Bluebirds FlyThe Black FairyThe Song in Your HeartThe Final Battle
Season 7
Hyperion HeightsA Pirate's LifeThe Garden of Forking PathsBeautyGreenbacksWake Up CallEloise GardenerPretty in BlueOne Little TearThe Eighth WitchSecret GardenA Taste of the HeightsKnightfallThe Girl in the TowerSisterhoodBreadcrumbsChosenThe GuardianFlower ChildIs This Henry Mills?HomecomingLeaving Storybrooke
Down the Rabbit HoleTrust MeForget Me NotThe SerpentHeart of StoneWho's AliceBad BloodHomeNothing to FearDirty Little SecretsHeart of the MatterTo Catch a ThiefAnd They Lived...