Think Lovely Thoughts
Once Upon a Time 3x08
November 17, 2013
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"Think Lovely Thoughts" is the 52nd episode of Once Upon a Time.


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 and company find themselves directly on a path to Pan in an effort to save Henry. Meanwhile, back in the Enchanted Forest 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.


Previously on Once Upon a Time...

Rumplestiltskin discovers a Seer locked up in a crate. When reading his future, she states that he is scared of ending up just like his coward father, and we later see Rumple drive a mallet into his leg in order to avoid war, followed by him holding his newborn son in his arms. ("Manhattan") Baelfire is holding his father's hand, about to fall into a portal, when Rumple lets go, causing his son to go through alone. ("The Return") With her last words, the Seer predicts that a young boy shall beat Rumple to his son, and this boy shall be his undoing. ("Manhattan") In Neal's apartment, a confused Henry asks Neal, Emma and Mr. Gold what's going on, soon after the latter's reunion with his son. ("Manhattan") Mr. Gold cries in Neverland after being handed back a straw doll given to him by his father. ("The Heart of the Truest Believer") David lifts his shirt where a cut shrouded in black veins is visible, revealing to Hook that he's been poisoned by Dreamshade. ("Quite a Common Fairy") Hook gives David water that shall cure the Dreamshade poison, but once he drinks it, he can never leave Neverland. ("Good Form") The shadow, after ripping out the shadow of Greg Mendell, flies away with it. ("The Heart of the Truest Believer") Baelfire is taken by the shadow and is seen being flown against his will over the rooftops Victorian England. ("Second Star to the Right") "It's a small price to pay for what I get in return," Neal is heard saying, referring to the prospect of rescuing his son Henry. ("Nasty Habits") Pan, who's in the distance, disappears and reappears so that he's now right next to Hook. ("Good Form") Wendy asks Pan what he needs Henry to believe in, and Pan replies, "Me." ("Dark Hollow") Henry is seen dancing around a campfire with all the other Lost Boys as Pan watches happily. ("Nasty Habits") Pan takes Henry to Neverland's coast where Skull Rock is visible: a large off-island cave that heavily resembles a skull. He tells Henry that it is the place of their salvation, and asks if he's up to the task. ("Dark Hollow")


308 01
Rumple tries to protect his deadbeat dad.

In the fairytale land that was, a young boy is seen watching as his father, Malcolm, rearranges cards on a stall in a game of "Find the Lady" with strangers. Malcolm requests a shilling should the man he's scamming pick the wrong card, making sure it's obvious where the right one is as he continues switching them around. When he's finished doing so, the man places a shilling down beside the middle card, signifying that that's his choice, but Malcolm turns it over to reveal that it's in fact a Joker - the wrong card. The man's friends laugh and Malcolm tells him not to feel too bad as he's not the only one who's been spared by the Lady tonight; "She's been quite shy all evening." Spotting something in Malcolm's sleeve when he twiddles his new shilling, the man grabs the con man's arm and sees that the card he was looking for is hidden in his sleeve. Realizing he's been tricked, the man takes Malcolm and punches him in the face, pinning him up to the wall by his throat. He's about to punch him again, when suddenly the young boy grabs onto his arm and begs him not to hurt his father. "You're better off without him," says the thug, and the boy appears horrified as his father collapses to the ground after another punch. The shillings he scammed off people are then thieved by the man, who proceeds to walk away, and Malcolm spits blood as his son asks him if he's okay. Malcolm assures his son that it's the cost of the game, joking that the thug didn't even leave him a shilling for a pint, which was rude. The young boy points out that all their money has been taken, but his father assures him that he'll think of something, just like he always does. "Rumple," he says, before getting to his feet just as "roll-up" is announced in the market place. The young Rumplestiltskin looks glum as he watches his father pack away his stall.


Act I

308 02

In Neverland, Pan is seen laying a "sick" Wendy down on a bed in his compound in front of Henry and carefully tucking her in. Henry asks how she is, and Pan says he fears she's getting worse. The kid asks if Wendy will live if he saves magic, and Pan confirms this, saying that he'll accomplish more than that, and that if he saves magic, he'll be saving them all. But do to it, he has to truly believe. Wendy feigns a sickened cough, and Henry, who feels sorry for the girl, says that he does. Pan tells him that this is good as they don't have much time, before instructing the boy to follow him, and Henry follows Pan into the Lost Boy camp. "My brothers," he calls, stepping upon a rock that acts like a podium, making his speech in front of all his boys, "Tonight, the dream of Neverland will awaken from its slumber. Tonight, the heart of the truest believer shall fulfill its destiny, and with it, our destiny. Tonight, Henry saves magic!" The Lost Boys proceed to cheer for the child, which makes Pan smile.

308 03
Regina is proven wrong.

Rumple, who's got Pandora's Box in his hand, is seen walking through the jungle with Regina. The Queen says that, although they've had their differences, she can always count on him to get things done, unlike the "rest of them", referring to Emma, Snow, Charming and Hook; she states that he was right and that they're just a liability. Rumple wonders what happened, and Regina recounts Pan telling them that Neal was alive and Emma taking the bait, which she regards as being a big waste of their time. Realizing that Neal is a sensitive issue for Gold, who was his father, she apologizes, but he tells her not to, revealing that Neal is in fact alive. This surprises Regina, who is told that Pan wasn't lying and that Rumple has seen his son on the island; she is then further surprised that this reunion occurred and Gold and Neal simply parted ways. She asks Rumple if he realizes that his son might have a way off the island, but the Dark One tells her to worry about the travel plans after they rescue Henry. Regina realizes that there's something Gold isn't telling her and asks what happened when he and Neal saw each other, but he says that all she needs to know is the next time he sees his son, it will be when he's putting Henry back in his arms and father and son are reunited.

308 04
Rumple plays with dolls.

Back in time, Malcolm knocks on the front door to someplace, and his son Rumple asks where they are. Without answering, Malcolm opens the door and discreetly beckons his son inside, where Rumple sees two spinsters spinning at the wheel. Malcolm tells his son that these nice ladies are going to be looking after him for a while, and one spinster says that he must be the boy, and the other says, "Rumplestiltskin." The first asks if he spins, and the second says that they could teach him. Frightened, Rumple says that he doesn't want to stay there, and promises his father that he'll be good, but Malcolm tells his son that it's time for him to get a real job so that they can be together. "We can be together now! Papa, please!" Rumple exclaims, hugging Malcolm and tearfully begging him not to leave him there. Malcolm tells his son not to be scared and shows him that he got him a present: a straw doll. He gives it to Rumple and tells him that it's "a friend" and someone to be at his side when he's away; someone to be with him when Malcolm cannot. Rumple takes the doll and admires it, and his father advises him to give it a name as names always make things better and more real; "Trust me, he will protect you. And I'll be back before you know it. I promise." Malcolm then carefully pushes his son towards the spinsters, nodding to them before leaving. Rumple continues to cry in the absence of his father.

308 05
It turns out optimism does run in the family after all.

Tinker Bell, Hook, David, Mary Margaret, Neal and Emma are seen trekking through Neverland's jungle also. Charming says that he's going to go ask Tink how close they are to Pan's compound as he doesn't want to be surprised by any Lost Boys on patrol. Snow says that that's a good idea, and as David moves to the front of the queue, Emma approaches her mother, commenting on her parents apparently buried the hatchet over the whole Dreamshade situation. Mary Margaret says that she doesn't know if it's buried, but the two of them have at least put it away for now; the blonde asks if Mary Margaret plans on staying on the island with David, and her mother tells her that the thought of leaving her kills her, but there's nothing they can do as if David leaves then he'll die. Emma points out that her mother is just giving up, which surprises Snow, and the blonde continues in saying that family means being together, all of them. Mary Margaret woefully exclaims that there is no other way, and so her daughter tells her, "Maybe this is just you rubbing off on me, but I don't believe that. There's always a way." The two are then distracted by the sounds of Hook and Charming drawing their swords, and we see that this is due to the rustling in the bushes up ahead. In addition, Tink draws a dagger, Emma whips out her cutlass and Snow loads up her bow with an arrow, keeping it firmly at the mystery figure or figures. However, the group is relieved to see that it's merely Regina, followed by Gold, who comments that, if this is the others' idea of a rescue party, they go there right on time.

308 06
Death to Gold!

As weapons are put away, Mary Margaret asks what Rumple and Regina are doing there, and the latter says that they're on their way to save Henry also, except they actually have a chance. She gestures Pandora's Box in Gold's hands and explains that it can trap Pan for eternity simply by opening the lid. Annoyed, Neal says that Emma didn't tell him his father was with Regina, and the blonde professes she didn't know; Tinker Bell then chimes in, surprised to learn that Baelfire's father is the Dark One, and Neal confirms this, adding that Rumple isn't getting anywhere near Henry. "Bae..." Rumple tries, and Emma asks Neal what he's talking about. He explains that there's a prophecy that says Henry will be his father's undoing, and that Rumple didn't come to Neverland to save him, he came there to kill him. This shocks the others, and Regina moves away from her new comrade, realizing that the reason he didn't want to find Neal before he got Henry back was because he'd spill his secret and Gold knew it. Rumple disputes with this, saying that everything he did was to protect Henry and rescue him from Pan, but Emma soon exclaims that "it all makes sense", and raises her sword to the Dark One. She points out that he left before they even made shore, and Mary Margaret, who loads her bow with an arrow again, adds that Gold wanted to get to Henry first. Charming and Hook draw their swords in succession, further realizing that Gold wanted to get Henry on his own so no one could stop him. "So you could kill him, " Regina finishes. "It's not gonna happen," says Emma, all weapons now firmly pointed at Gold, "Not unless you go through all of us first."

Act II

308 07
Rumple is offered a chance at a new life.

In flashback, young Rumplestiltskin is seen spinning at the wheel, whilst the two spinsters that he works for watch. They seem amazed that someone so young could learn to spin so well in such a short amount of time, and comment that he could spin for kings and queens one day. Rumple, who appears happy, says that he didn't think he had any talent, but the spinsters assure him he has more than a talent, he has a gift, and he could apprentice with anyone in the land. Mauling this over, Rumple says that if he could make more money, then he and his father can be together, but one spinster stops the wheel and tells the child that, despite his talent, too many people know his father is a cheat. "A coward," the other spinster adds on, and the first one tells him that in order to start a new life, he must go where his father's name cannot follow him. "Do you mean... alone?" Rumple asks, saddened by the prospect, and one of the spinsters takes a magic bean from out of her pocket and shows it to the child, telling him that it will open a portal and take him far away from this land. "Even this realm," the other spinster adds, and the first one says that he could start a new life... but it cannot be with his father. Rumple, confused, says that Malcolm is coming back for him as soon as he gets a job, but the spinsters tell him that, the truth is, he's at the pub and isn't interested in a job or real responsibility. The spinster holding the bean warns the child that while family can be a strength, it can be a burden; and for Rumple, his father will always be the latter for him. Rumple then takes the magic bean and inspects it.

308 08
Pandora's Box passes hands.

"You're making a mistake," says Rumplestiltskin in the present day, in Neverland, still with the Jolly Roger crew's weapons pointed at him, "I don't care if the boy is destined to be my undoing, I won't hurt him." Regina sarcastically states that that sounds just like him, but Rumple ignores her, pointing out that without him, they shall fail, as he is the most powerful amongst them. Neal points out in turn that that's why they can't trust him, and Gold says that if he could give his son his dagger, then he would, but he can't. Neal then suggests that his father could hand over Pandora's Box, as he wouldn't have to trust him if he could stop him, and Rumple obliges with reluctance, slowly handing the box over to his son after hesitation. When the box switches hands, Neal assures his father that if he so much as lifts a finger to do magic then he will spend eternity inside. "Let's go," Emma says, and the rest of the group continue trekking through the jungle as they put away their respective weapons. Rumple lags behind in order to talk to Bae, telling his son that he may think he knows who he's up against, but he doesn't. This leads Neal to ask what really happened between Pan and Rumple, and the Dark One replies, "Peter Pan destroyed my father."

308 09
Have you seen my bagpipes, Laddie?

In the fairytale land of the past, Malcolm is seen running a game of "Find the Lady" in the market place, as young Rumplestiltskin watches from afar. He seen approaches his father and says "they were right", referring to the spinsters, and Malcolm is surprised to see his son. He tells him that he spent all morning looking for work when the people who are currently in his company told him that they had never played "Find the Lady". Disappointed in his father, Rumple walks away, and an apologetic Malcolm follows him into an alleyway. "You said you were finding a job!" Rumple yells upon being caught up with, but Malcolm says that no one in town would hire him. Rumple points out that it's because no one trusts him, and Malcolm asks his son if he does. The young lad says that he wants to, which disappoints his father, and Rumple goes on to ask what if there was a place where the two of them could start over and where no one knew them. Malcolm wonders how this could be achieved, and Rumple takes out the magic bean that the spinsters gave him, which has the potential to open a portal. Malcolm asks where his son got this item and if he knows how much money a bean like that is worth; he tries to grab it but Rumple won't let him, exclaiming this it's his and that he won't let his father gamble it away.

308 10
Rumple jumps through a portal with his father

Malcolm tells his son that he doesn't understand, but Rumple says that what he understands is that the bean can take them someplace where no one knows them and where they can be a family. "A real fresh start..." utters Malcolm, and Rumple agrees, holding out the bean and telling his father that he trusts him. Rubbing his hands, Malcolm asks where they should go, and Rumple smiles, telling his father that there must be some place special to him. In an effort to come up with a new realm, Malcolm taps his forehead and repeatedly whispers the word "think", when something suddenly occurs to him... the phrase "think lovely thoughts". Rumple wonders what that means, and Malcolm explains that when he was a boy, his father sold him to a blacksmith, where all the days were full of hot coals and sweat and grime, but every night he would say to himself "think lovely thoughts", and in his sleep he would travel to the most wonderful place. Rumple wonders what this place was called, and Malcolm leans in and tells him, "Neverland." The young boy says that that's where they should go, and hands the magic bean to his father, who throws it onto the ground. A swirling green portal soon opens in the floor, and Malcolm comments that he doesn't even know if this place is real. Nevertheless, he joins hands with his son and the two of them jump through the portal together, heading for Neverland.


308 11
Emma talks to Hook about a cure.

The Jolly Roger crew, plus Bae and Tink, are trekking in a line through the jungle, being led by the latter to Pan's compound. Near the back, Emma approaches Hook and tells him that they need to talk, and the pirate notes that whenever a woman says that, he's never in for a pleasant conversation. Emma says that there has to be a way for David to leave the island, but Hook assures her that there isn't, and the blonde requests that he tell her what happened to his brother, adding that she knows it must not be easy to talk about. Hook refuses to do so, but explains to Emma that the water that cured David connected him to the island and if he leaves, then the connection is broken and the poison will kill him. Emma suggests that they take some of the water with them as that way her father can stay connected and stay alive in Storybrooke, and the pirate asks, "For how long?" He goes on to point out that once the water runs out, the Dreamshade will take David's life, but Rumple, who's behind Emma and Hook alongside Neal, overhears and chimes in by saying, "Unless there was another cure."

308 12
Gold is cheated out of a deal.

Snidely, Gold asks a shocked Emma if she's suddenly interested in what he has to say, reminding her that he's not to be trusted, and the blonde says that he isn't, but she'll take her chances. Gold then reminds Emma that he too was poisoned by Dreamshade by a cowardly pirate (see "The Queen Is Dead" and "The Miller's Daughter"), and yet he is alive. Emma says that she knows how he cured himself and that David would never be so selfish as to use a magic candle that takes another person's life. Rumple sarcastically commends the nobility, but says that the point is, after his near-death experience, he discovered much about the poison and believes he could create an elixir back in his shop. "What's your price?" questions Emma, and Gold says that it is quite the favor, and that he would expect one of equal weight in return, but Neal refutes this. He approaches his father and tells him that, when they get back to Storybrooke, he will save David because it is the right thing to do, no deals, no favors. Begrudged, Rumple agrees to this, saying that he'll do as his son asks, and Emma says that she'll go tell David.

308 13
She's a knockout.

She moves in order to catch up with the others but soon discovers that she doesn't have to, as Tinker Bell, Snow, Charming and Regina emerge from the plants, and the fairy announces that they've reached Pan's perimeter. "It's time," says Emma, "Tink will sneak us in the back like we planned, we'll grab Henry, in and out, simple." She then asks Neal if he's good with Pan-patrol, and the former Lost Boy pats his pouch and states that he's good to go. Rumple, who removes Hook's sword from its sheath, asks the pirate if he minds if he borrows it, reminding the others that he agreed to not using magic but he's not walking into Pan's compound with nothing but his good looks. When Hook begins to speak against his sword being taken, David throws the pirate his own, saying that it's in case his good looks fail him. Hook thanks his mate, and, relieved to finally be in this situation, Emma states, "Let's get Henry." They begin to approach the Lost Boys' camp and are soon stationed around the perimeter, lying in wait. Rumple, who's with Regina and Neal, asks if he can at least use magic on the Lost Boys, but his son won't allow it, leading Regina to state that she'll do it. The Dark One asks her if she remembers the spell, and she replies only with a snide look, before waving her hand and causing blue light to emanate through the teenagers, which makes them all to drop to the ground unconscious.

308 14
Wendy is found.

Regina and Gold then emerge from the bushes on one side of a tree, whereas Neal emerges from the other side, and soon enough, Mary Margaret, David, Emma, Tink and Hook have come out of hiding also. Neal, who's holding Pandora's Box, asks where Pan is, and Emma says that she doesn't know, proceeding to call out for Henry. David says that he has to be somewhere, and Snow, who's searching like the others, asks where. "Help!" a young girl is heard exclaiming, and upon hearing this, Emma runs to the source of the noise: Wendy, who's in an isolated part of the camp, locked up in a bamboo crate. The blonde approaches the little girl, crouching down in front of the cage she's confined to, and Wendy is extremely astonished to be in the presence of an adult on Neverland. Emma introduces herself, saying that she's looking for her son, and Neal soon arrives, having followed on from Emma, and is shocked to see Wendy.

308 15
The missus and the ex, awkward.

As Rumple too follows on, Neal utters Wendy's name, and the little girl asks him if she knows him. "It's Baelfire," he says smiling, and Emma, who stands up, is surprised that the two of them know each other, and Wendy is heavily gladdened to see Bae again. He then crouches down in front of the cage and she asks if it can really be him, and he confirms this before grabbing a large rock from the ground and beginning to bash the cage with it, attempting to open it. The door soon breaks and Wendy is free, and immediately she hugs Baelfire, her old friend, saying that she thought she'd never see him again. He asks her what she's doing on the island, and Wendy explains that she came back to save him; Bae is touched that she'd do that for him, and the girl goes on to say that she couldn't bear for him to be without a family, not after he told her that his mother and father were both dead. "You told her I was dead?" Rumple asks, appearing hurt, to which Neal points out that it's easier than telling her the truth: his own father abandoned him. This launches Rumple into deep thought.

308 16
Malcolm tries to fly, but flops.

After having jumped through a magic bean portal, young Rumplestiltskin and his father land on Neverland's beach in the past. Standing up, Rumple looks around excitedly, and Malcolm is astounded that they actually made it, seeming elated with joy. He comments that it's just as he remembers in his dreams, and that it hasn't changed at all, and Rumple adds that it's beautiful. Malcolm assures his son that it's more than that and explains to him that Neverland is special as one can do anything there. Just think it, and it can happen. He turns to Rumple and asks him what he'd like to eat, encouraging him to "just think it"; the young man then holds out his hand and closes his eyes, and a slice of cake appears. Rumple is amazed and Malcolm giggles with happiness, telling his son that they can eat cake all day and not get a stomach ache, or swing on a vine through a waterfall, or, best of all, "You can fly." Rumple says that flying is impossible, but his father says in turn that Neverland is where the impossible is possible... if you believe it. He tells his son that he'll show him and runs up to a rock, standing on it. He then lets out an odd wail and giggles, before leaping in an attempt to fly. However, he lands on the ground, hurt. Rumple runs to his father's aid but a disappointed Malcolm gets up by himself, saying that he doesn't understand. He kicks some sand into the sea and exclaims that he could always fly when he visited as a boy, which leads Rumple to suggest that the reason he can't fly is because he isn't a boy anymore. Malcolm, who taps his head, asks himself how he could have forgotten, and tells Rumple that even as a boy he needed pixie dust to be able to fly. Rumple begins walking across a log in the sand and asks where they should get some, and his father says, "I'll show you," before lifting his son onto his shoulders and spinning him around, the two of them laughing. They then join hands and run off into the jungle, not knowing the shadow is flying over the sea, watching them.

308 17
Rumple knows how to spot a liar.

In present-day Neverland, Rumple watches as Neal kneels down before Wendy, who's been wrapped in a blanket in Pan's compound, and asks her if she's seen his son Henry since she's been there. Wendy is surprised to hear that Baelfire has a son, and Neal goes on to say that Pan needs his heart. Emma then asks the girl if she's heard anything regarding the heart of the truest believer, and Wendy denies this, apologizing, saying that Pan never said anything about a heart. "She's lying," says Rumple, who's still carrying a sword, and he demands to know where Henry is, approaching Wendy with his weapon. David and Neal hold him back, asking him what the hell he's doing, and Rumple explains that he's carried enough lies in his life to recognize the burden; he states firmly that Wendy knows where Henry is. Neal asks his old friend if that's true, and the young girl pauses before telling him that he doesn't understand. Mary Margaret is shocked that Wendy is helping Pan, and so she explains that he's been keeping John and Michael alive, only if she does what he says. Rumple tells the girl to trust him and that whatever Pan has promised her, he will go back on his word.

308 18
"When Pan lives... Henry will die."

Wendy asks why she should trust a man who abandoned his own son, and Regina points out that her brothers did: they trusted a woman named Belle and helped her get a magical item so that they may defeat Pan. Wendy is relieved that her brothers are okay, and Gold adds, "For now. And only if we succeed." Neal crouches down before his childhood friend yet again and utters her name, promising her that they will save John and Michael, but right now, he really needs her help. After pondering this for a short amount of time, Wendy begins explaining that Pan told Henry he needs his heart to save magic... but it was a lie; Pan really needs the heart to save himself. Hook asks the girl what she means, and Wendy tells them that Pan's dying and needs the heart of the truest believer to absorb all the magic in Neverland, and once he does, he will be immortal and all powerful. This leads Mary Margaret to ask what will happen to Henry, and Wendy says that it's a trade: "When Pan lives... Henry will die." Emma then stands up, worried for her son's life.

308 19
Dude, it's totally safe...

Meanwhile, Peter Pan is seen manually rowing a boat containing himself and Henry across water, on their way to Skull Rock, which Henry looks up at. They approach it with mild speed and soon sail into the mouth of skull, which is the cave's entrance. Pan is then seen tying the boat up to a metal ring in the cave's floor once he and Henry have gotten out, and he tells the young man that it's been a while since he set foot on this shore. The two of them then begin ascending some stairs, but Pan grabs a stick and draws a line in the sand at the bottom of them. "What's that?" Henry asks as Pan waves his hand and causes an invisible wall of magic to appear; he explains that it's a protection spell, before telling the boy that they should get going as "it's time". The two boys ascend the stairs leading to another section of the skull-shaped cave, whilst the shot moves in on the line in the sand, which casts a barrier between Henry and his family. We are then shown the exterior of Skull Rock, looking eerie as it emanates with low light.

Act IV

308 20
Parental approval.

Back at Pan's compound, David asks Wendy how they can stop the demon child, and the little girl informs them that Pan took Henry to Skull Rock, but they haven't got much time. David suggests staying behind as someone needs to guard the Lost Boys when they wake up, but Emma tells him that he doesn't have to. Mary Margaret tells her daughter that David's right and instructs the blonde to get Henry home and tell him his grandparents love him. Emma then tells her parents to tell him themselves when they get back from Dead Man's Peak, as Gold can cure David back in Storybrooke but they need to take some of the magic water with them to sustain him in the meantime. At this, Mary Margaret hugs her daughter as David thankfully holds the blonde's hands. "You didn't give up," Mary Margaret happily says in her daughter's ear, before turning to Gold and thanking him. Rumple says that that's apparently all the thanks he needs these days, referencing the fact that he offered to grant this favor free of charge, and as Neal inspects Pandora's Box, Hook tells the others that he and Tink will keep an eye on the unconscious Lost Boys at the camp; he then instructs them to head back to the Jolly Roger once them found Henry. Snow tells Emma to promise her that if her and David don't make it back, then she get Henry home, but Emma assures her mother that they're all going back home... together. David kisses his daughter on the forehead before leaving with his wife and heading for the mountain, whilst Emma, Regina, Neal and Gold begin making their way to Skull Rock.

308 21
Nostalgia leads to bad parenting.

In flashback, Malcolm is seen leading young Rumple through the woods of Neverland, and the young man complains that he's tired. His father assures him that they're almost there and that they can rest all they want after they get the pixie dust and it'll allow them to do whatever their hearts desire; "Just wait, you'll see." Rumple then asks what it looks like, and Malcolm says that it's just like dust and that one can never tell the power it contains just by looking at it, but when one believes in its power, then it glows with magic and becomes something very special indeed. They soon arrive at the foot of a very tall woodland tree, and Malcolm says that they're there, signifying that it's the location of the dust. Rumple points out that all he sees is trees, but Malcolm explains that pixie dust is found in the flowers that grow in the highest of branches where they're closest to the stars; they only bloom at night under the starlight, which is how the pixie dust gets its magic. He giggles and comments that he hasn't been this excited in years, since he was a boy about to climb one of the trees in his dreams.

308 22
This dust can get us so high.

He continues approaching them but notices that Rumple has stopped walking; he turns to his son, telling him to come on and assuring him that it'll be fun, and says that if he wants to fly then he can't be afraid of heights. "But I don't want to fly! You do..." Rumple exclaims, but his father assures him that he will soon, once he sees how it feels. "The wind whipping through your hair, and the world below you, it's like you've not got a care in the world. You're all alone. You're free," Malcolm expands. He kneels at the base of the tree and locks his fingers together, offering his son a boost, but Rumple fears falling should he attempt to climb the very tall tree. Malcolm promises his son that he won't, but Rumple begs his papa not to make him do it, as he's scared. Malcolm then apologizes to Rumple, telling him that he just got excited, and suggests that the young boy wait there while he goes and gets enough pixie dust for the both of them. After hesitation, Rumple asks if his father promises not to be long, and Malcolm answers positively, saying he'll be as quick as a whip and back before he knows it. "And then you'll see how wonderful Neverland can really be," he adds, before beginning to climb the tree as his young son watches.

308 23
Malcolm meets the sole inhabitant of Neverland.

When Malcolm is much higher up, the flowers that contain pixie dust become in sight, and he attempts to grab one but is too low down to do so. He then sees another one on a branch nearer him and smiles, reaching into it and taking out a handful of green pixie dust, pouring it over himself. "I want to fly..." he whispers hopefully, but before he can try and do so, the shadow circles the tree he's clinging to. Malcolm appears scared, asking if someone's there, and the shadow soon stops beside him, hovering in the air. Malcolm asks who the shadow is, and it replies in an eerie voice that it is the sole inhabitant of Neverland. The scared man then requests to be told what's wrong, and why he can't fly, and the shadow tells him that he has to believe. Malcolm says that he's been trying but it doesn't work, and the shadow bitterly retorts that it's because he doesn't belong. It flies away.
At the bottom of the tree, Rumple is sitting at the base of the trunk when suddenly his father's shoe lands beside him, having fallen. This leads the child to look up and call out for his papa, but he cannot see anything. He becomes worried, thinking something terrible has happened to Malcolm.

308 24
Magic hurts.

In the present, Rumple, Neal, Emma and Regina are sitting in a rowing boat as they make their way to Skull Rock, which they stare at in awe. Neal, who's working the oars, continues rowing and steers them in the direction of the giant skull's mouth.
Soon, after the rowboat has docked, the four rescuers are seen stepping off and Emma notices footprints in the ground, announcing that they're the marks from Henry's shoes. She comments that Wendy was right and Pan and Henry are in the cave; she tries to make her way up the stairs, where the footprints lead, but thanks to Pan's protection spell, she is sent flying backwards, doing a back-flip as she does so, and lands on her front. Neal asks her if she's okay and helps her to her feet, and Emma confirms that she is before Neal asks his father what just happened. Rumple explains that Pan cast a protection spell, and Regina states that there must be a way to break it. She casts a fireball in her hand and throws it at the invisible, magical wall, but when she does so, the spell causes the fire to rebound, and the four of them duck. Neal tells the brunette to be careful and Rumple says that she can try all she wants but Pan's magic is too powerful... "At least for you."

308 25
"A simple 'good luck' would have sufficed."

The Dark One then simply passes through the barrier and onto the steps, and the others ask how he did it; Rumple explains that the spell is designed to keep anyone who casts a shadow from entering, and Neal realizes that his father doesn't have one. This leads him to realize that his father was telling the truth about ripping his shadow off (see "Lost Girl" and "Nasty Habits"), and Rumple says that Pan knows it, which is why he cast the spell that he did. He adds that it isn't about keeping them out, it's about drawing him in, as Pan knows he won't give up the chance to finish what he came there to do. "You really did come here to save Henry..." Neal realizes, and Rumple tells his son that he gave him his trust when he handed over Pandora's Box, and now he needs him to give it back. Baelfire nods and begins passing over the box, however, Regina snatches it out of his hand. She approaches Gold and tells him that he better come through, or she'll make whatever Pan has planned for him look like child's play. She asks if he understands, and Gold, who reaches through and takes Pandora's Box away from her, tells Regina that a simple "good luck" would have sufficed. He then heads up the stairs, ready to confront Pan.

Act V

308 26
Regina and Emma cause a lunar eclipse.

Emma, Neal and Regina are still waiting at the entrance to Skull Rock, and the latter asks what they're supposed to do now. Neal suggests using the spell his father used to rip off his shadow, and Regina tells him that if she knew how to do that then she would have done it already. Emma, who's staring intently up at the sky, says, "The moon," and the others, who look up at it also, wonder what she means. Emma goes on to say that the moon is what casts their shadows and asks if there's a way to block it out using magic. Neal asks if she's suggesting causing an eclipse, and wonders if it's even possible, and Regina says that maybe it is. "I need help," she adds, still looking up at the moon, and a shocked Emma replies, "With... magic?" and Regina tells the blonde that it requires a lot, and that she guesses they're about to find out how much those lessons she gave her paid off. "Follow my lead," the Queen instructs Emma, and the pair of them slowly raise their hands to the moon. Neal, who's been sitting on a rock, stands up to watch the effects of their combine magic, and as purple light emanates from both their hands, a shadow begins casting over the full moon.

308 27
Henry continues to be bamboozled.

Upstairs, in the main part of the cave, the walls of which have skulls carved all over them, Pan and Henry are seen entering, and the former remarks, "This is it. The place you're going to save magic." Henry asks why it has to be there, and Pan explains that this is the location from which Neverland's magic emanates. The two of them then approach a giant hourglass, the base of which is configured from golden skulls, and Henry asks what it's for. Pan explains that it marks how much time they have left before Neverland's magic runs out, and Henry points out that it's almost empty, the golden sand having nearly completely vacated the top section. Suddenly, Pan feels a disturbance exterior to himself, and Henry asks the demon child if something's wrong. Pan, who smiles calmly, answers negatively, and tells Henry to come with him. The two boys begin walking away from the hourglass and into another section of the cave, and Pan tells Henry that there's something he needs to take care of before they can get started. Henry sits down and nods, and Pan begins making his way elsewhere.

In one of Skull Rock's lower levels, Rumple is seen ascending the stairs with Pandora's Box. He then puts the box in his other hand and uses his free one to dig into his inside pockets, taking out the straw doll given to him by his father.

308 28
Malcolm decides to sacrifice his son.

Back in time, young Rumple is seen sitting at the base of the Neverland tree that his father earlier began to climb. The boy is crying and clutching his straw doll, thinking something awful has happened, when suddenly, his father asks him what's wrong, having descended from the tree. Rumple is happy to see his papa and immediately stands up to hug him, saying that he thought something terrible had happened to him. Malcolm assures his son that he's fine and that he doesn't have to worry about him, and after another hug, Rumple asks his father if he was able to retrieve pixie dust. Malcolm answers positively, but says that when he tried using it, it didn't work. Rumple wonders why, and his father points out that he's not a boy anymore, meaning Rumple was right: Neverland is just for children, and adults don't belong there. Rumple says that they can leave and go somewhere else, as all that matters is that they're together, and Malcolm replies that he wishes it was that easy. He then says that they both know, wherever they go, he'll revert back to his old ways, and can never be the father Rumple needs him to be... he's too weak. The young boy doesn't understand, and asks what his father is trying to say, and Malcolm tells his son that there is a way he can stay on the island; a way to get the pixie dust to work so that he can fly again, just like when he was a boy. "How?" asks Rumple, and Malcolm replies, "By letting go of the thing that is holding me back: you."

308 29
Plot twist.

With that, the shadow descends and grabs Rumple by the hood of his shawl in an attempt to fly away with him, but Rumple's father grabs his hand to temporarily stop this from happening. He assures his son that the shadow's a friend and part of the island, and after he, Malcolm, does what it told him, it'll let him go and become part of him to. Rumple begs his father not to let it take him, but Malcolm says that he has no choice, as to stay in Neverland he has to believe that he's young again and he doesn't need Rumple there reminding him he's not. Rumple continues to beg, still hovering above the ground between the grip of the shadow and the grip of his father, and Malcolm tells his son that a child can't have a child. He advises him not to fight that fact, and tells him that they both know he'll be better off without his father, something which Malcolm states he was never meant to be. And with that, he lets go of his son, and Rumplestiltskin is whisked into the sky by the shadow, dropping his straw doll in the process. Once this happens, green magic begins to emanate from Malcolm, and the shadow stops in midair to allow Rumple to see what's happening to his father. Once the magic has taken its effect, Malcolm is no longer a man, but a boy, and where Rumplestiltskin's father once stood, now stands Peter Pan. He watches with tears in his eyes as his son is exiled from Neverland.

308 30
Father and son, reunited.

In the present, Peter Pan stands within Skull Rock as his son Rumplestiltskin approaches slowly from behind. Hearing footsteps, Pan turns around, and greets Rumple with, "Hello, laddy." He then notices that he has "come bearing gifts", referring to Pandora's Box in his hand. Rumple stoically demands to know where Henry is, who Pan calls his great-grandson before calling Rumple out on never telling the others, especially Neal, who he, Pan, really is. He asks why, and Rumple tells his father that he's nothing but a coward to him. Pan points out that if that were true then he'd already be in the box in Rumple's hand, and the Dark One asks if the demon manchild thinks he can't do it, wondering if he let him inside just to taunt him. Pan refutes this, saying he merely wanted to see his son again and give him one, last chance: "Stay with me. Let this go. Let's start over." Rumple asks if Pan really thinks he wants to be with him; that he could ever forgive him after he abandoned him, and Pan tells his son that he's disappointed, as after all these years he thought he'd be more... understanding, considering he did the same thing to his son, having traded Baelfire for the power of a dagger, whereas Pan traded Rumple for youth. He says they're a lot more alike than Rumple cares to admit, but the Dark One vehemently assures his father that they are nothing alike. "Of course we are. It's nothing to be ashamed of. Neither one of us was cut out to be a father, m'boy." Rumple points out the key difference in their fatherhood days: he regretted leaving his son the moment he let him go through the portal and spent his life trying to find him and get him back, whereas his father simply forgot about him.

308 31
Pan traps Rumple in Pandora's Box.

Pan exclaims that he never forgot about Rumple, and asks why he thinks he calls himself "Peter Pan". Rumple tells his father not to believe that he thinks for a moment it's because he cares for him, but Pan assures him that he does. He tells Rumple that all he has to do is put down that box, and he'll see it's true; they can make the fresh start he always wanted... together. Just as they planned. Rumple then says that he is going to make a fresh start, just not with Pan, and he proceeds to wave his hand over Pandora's Box in an attempt at opening it with magic. This fails, and the box does nothing. Pan smiles as Rumple again attempts to open it, but again, nothing happens. He looks up at Pan and says that he doesn't understand, and the demon child reveals that Rumple doesn't have it, before holding up Pandora's Box, which is in his own hand. Rumple realizes that his father switched them, and Pan reminds his son of is "Find the Lady" skills. He accuses Rumple of still having trouble believing, and reminds him that in Neverland, all one has to do is think of something to have it; even something fake, referring to the Pandora's Box replica in Rumple's hand. "But the real one," Pan says, holding up the actual box, "Let's see what it can do." He proceeds to wave his hand over it which lights up the jewel on the top, releasing a red vapor which envelops Rumple. Pan apologizes to his son but reminds him that he had his chance and the choice was his, and soon enough, the red vapor is drawn back into the box, taking Rumple with it. Pandora's Box then returns to its normal state, with the Dark One trapped inside, and Pan smiles victoriously.

Act VI

308 32
"Peter Pan is gone forever."

In the Enchanted Forest of the past, a young Rumple knocks on the door of the two spinsters he used to work for; they quickly answer and see that the young man is crying, moving in to hug him.
Soon, Rumple is being laid down on a bed by the two spinsters who draw a blanket over him. One of them asks him what happened to the magic bean they gave him, and Rumple says that Malcolm used it; he left him and he's never coming back. The other spinster assures him that it's for the best, and Rumple utters that he's alone now. The spinsters assure him that he will always have a home with them, and advise him to get some rest as it'll make him feel better, and then later they'll spin. "Where's your doll?" asks one spinster, and Rumple says that he lost it. They offer to make him another one, suggesting that he could give it the same name, but Rumple declines, saying, "Peter Pan is gone forever."

308 33
Pan decides to defy his fate.

Meanwhile, in Neverland, the young boy previously known as Malcolm picks up his son's doll: Peter Pan, a name the boy will later adopt as his own. Quickly after picking up the straw doll, the boy becomes doused in green magic, and soon enough, he's flying through the skies of Neverland, thanks to the effects of the pixie dust. He is amazed by the island's landscape, and continues flying until he comes across a cave in the ocean that heavily resembles a skull - Skull Rock. He flies in through the eye and lands, seeing the giant hourglass on a base of golden skulls; the top section is full of golden sand, which is very slowly making its way into the bottom section. The shadow flies out from behind the hourglass, and Pan asks about the cave he's, as he doesn't remember seeing it in his dreams. The shadow tells him that that's because it didn't exist, and was created only when Pan made the decision to stay on the island. Pan comments that the cave is glorious, and asks what the hourglass is for. The shadow states that it represents the magic fueling Pan's youth; the magic allowing him to stay there; to stay young. "What happens when it runs out?" wonders Pan, and the shadow tells him that his youth will be taken and he will die. Confused, Pan says he thought he was going to stay young forever, and so the shadow explains that Neverland is a place for children to visit in their dreams, not a place for them to live. Pan is the first to try to stay, and in doing so, he's breaking the rules. Pan argues that any rule can be broken, especially there; he points out that he made the cave they're in without even thinking about it, and says that there has to be a way to keep his youth, and his life, forever. "Perhaps," says the shadow, and Pan assures it that he will find said way. "I believe..." he utters, staring up at the giant hourglass.

308 34
Time's running out. But not the heroes if that's what you think.

In the present, Henry is now seen staring up at the giant hourglass in Skull Rock whilst Pan emerges from one of the lower levels, Pandora's Box still in his hand. He sets the box containing his son down on a rock and turns to his great-grandson, telling him that it's time to save magic, and Neverland. Henry asks Pan what it is he has to do, and the demon manchild tells the boy that he must give him his heart - the heart of the truest believer. "You mean... I have to believe?" Henry asks, confused, but Pan corrects him, saying he has to literally hand over his heart. This leads Henry to question what will happen to him, and Pan assures him that he'll become the greatest of all heroes. "You could tell me the truth," says Henry, "I know all magic comes with a price. Saving it must come with a price, too." Pan assures Henry that he would never lie to him (actually he already has, more than once), but says that he's right: there is a price. He pauses, but soon lies him that once he saves magic, he'll have to stay with him on the island, and Neverland will become his new home. He goes on to say that he knows it's a huge sacrifice, but asks Henry if it's not worth it.

308 35
The heart of the truest believer.

This leads Henry to state that heroes have to make sacrifices all the time, something which his family taught him, and Pan points out that they would be proud if they could see him now as he's about to save them all. They look up at the hourglass, which is very nearly empty, and Pan asks Henry if he's ready. "Yes," says Henry, and Pan then offers to "help" the child. He grabs Henry's hand and waves his own over it, enchanting it. Henry stares down at his now enchanted hand and plunges it into his chest, something of which he is now capable, and right before the child rips out his heart, which glows golden and green, his three parents are seen to be rapidly approaching and arrive just in time to see him do it. Henry, who's holding his own heart in his hand, is called out not to do whatever Pan's telling him to do by his father, and Henry is shocked to see that his father's alive. Neal confirms this, and begs his son the listen to him, telling him that Pan's lying. "It's a pleasure to see you too, Baelfire," Pan sarcastically snaps, annoyed, "Not to mention the savior... and the Evil Queen." Emma then tells her son that he needs to get away from Pan now as he's trying to hurt him, but Henry refutes this, saying that the heart of the truest believer is going to save magic, as well as all of them.

308 36
Henry's parents try desperately to reason with him.

Regina assures her son that that's not true, and that this was never about magic; she begs that he believe them, and goes on to state that the only thing Pan's interested in saving is himself. "That's not true!" Henry exclaims, and Pan assures the child of this. Neal continues to try and convince Henry otherwise, telling the kid that Pan can't live without him dying and that if he gives him his heart, it's going to kill him. Pan tells Henry that his family are trying to prevent his belief, and tells him not to let them; "Remember, every hero gets tested." Emma, Regina and Neal appear hopeless, and the former tells Henry that she knows what being a hero is like, and this isn't it. The kid then asks Pan why his parents would lie, and the demon manchild says that that's what adults do, and that Henry should know that better than anyone. "Henry," Regina begs, "You have to believe us." But Pan tells the child that his parents don't care about Neverland; they know that if he gives his heart to save it then he'll have to stay and are being selfish because they don't want to lose him. "Henry, you have to trust us," Emma pleads, but Pan reminds the boy that he's the only one who's ever been honest with him; the only one who ever believed in him. "This is your choice, not theirs," he assures him, looking up at the almost empty hourglass and telling him that he has to chose now as they're running out of time.

308 37
The almighty Pan.

"We believe in you, Henry," says Neal. "Because we love you," Emma adds. "More than anything," Regina adds further. "I love you too," Henry assures them, which gladdens them, "But I have to save magic." And with that, Henry takes his heart and plunges it into Pan's chest. This then causes a burst of green energy to ensue from the demon manchild, which knocks Emma, Neal and Regina off their feet. Henry too collapses, and we see that the green pulse has spread all across the island. Hook and Tinker Bell, who are tying up Lost Boys back at Pan's compound, are hit by it, as are David and Mary Margaret, who are trekking up Dead Man's Peak in search of magic water. David grabs his wife's hand, the two of them confused as to what just happened. Back in Skull Rock, Henry lies unconscious on the ground, and Pan smiles, his new source of magic allowing him to hover above the ground. Emma exclaims her son's name and runs to him along with Regina and Neal. The three of them try to wake their son but are unable to, and Pan's smile grows wider as he flies higher into the air. As he does so, he looks down at the the three parents and their possibly deceased child, pulsing with an almighty supply of magic.


308 Title Card




The episode saw another decline in the ratings, scoring a 1.9/5 among 18-49s with only 6.66 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 be 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 Once Upon a Time was beaten by another scripted program since its 2011 debut.[2] 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.


  • The episode received generally positive reviews from critics, starting with 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".[3]
  • 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.[4]


Gallery of photographic stills released to promote the episode.

External Links


  1. Adam Horowitz tweet.
  2. "Sunday Final Ratings: 'The Mentalist' adjusted up; No adjustment for 'Once Upon a Time' or 'Almost Human'" from TV By The Numbers/Zap2It (November 19, 2013)
  3. ONCE UPON A TIME: “THINK LOVELY THOUGHTS” REVIEW, by Amy Ratcliffe, IGN (November 18, 2013)
  4. 'Once Upon a Time' recap: A Family Affair, by Hillary Busis, Entertainment Weekly (November 17, 2013)
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