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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 52nd episode overall.


In The Character's Past

In a local tavern yard, a young boy, who is revealed to be a young Rumplestiltskin, begs the men 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 Rumplestiltskin have 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 somewhere his father’s bad reputation won’t follow him. Rumplestiltskin later return to the same tavern and just as the ladies told him, sees him 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 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 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 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's 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 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 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 individual 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 give Gold the box back to him, followed by Regina and Emma casting a 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'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 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.

Opening sequence

Skull Rock is featured.


Cultural Reference

When Rumple tells Neal that "Peter Pan Destroyed my father" is it 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 Rumplestiltskin'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 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."

This page uses content from the English Wikipedia. The article or pieces of the original article was at Think Lovely Thoughts. The list of authors can be seen in the page history. As with Disney Wiki, the text of Wikipedia is available under the GNU Free Documentation License.

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Once Upon a Time Characters: Emma Swan | Snow White/Mary Margaret Blanchard | Prince Charming/David Nolan | Rumplestiltskin/Mr. Gold | The Evil Queen/Regina Mills | Belle/Lacey French | Killian Jones/Hook | Henry Mills | Happy | Sneezy/Tom Clark | Bashful | Doc | Dopey | Sleepy/Walter | Jiminy Cricket/Archie Hopper | Victor Frankenstein/Dr. Whale | Aurora | Prince Phillip | Fa Mulan | Blue Fairy | Widow Lucas/Granny | King George/Albert Spencer | Genie/Magic Mirror/Sidney Glass | Mad Hatter/Jefferson | Milah | Prince Henry/The Valet | Marian | Sheriff of Nottingham/Keith | Fairy Godmother | Peter Pan/Malcolm/The Pied Piper | Wendy Darling | Ariel | Zelena/The Wicked Witch of the West | Glinda/The Good Witch of the South | The Wizard of Oz/Walsh | Elsa the Snow Queen | Anna | Kristoff | Hans | Grand Pabbie | Sven | Tinker Bell | Blackbeard | Lumière | Abigail/Kathryn Nolan | Ursula | Red Riding Hood/The Wolf/Ruby | Huntsman/Sheriff Graham | Baelfire/Neal Cassidy | Pinocchio/August W. Booth | Frederick/Jim | Severe Nurse | Mayor Tomkins | Quinn | Anita | Hansel and Gretel/Nicholas and Ava Zimmer | The Woodcutter/Michael Tillman | Martin | Myrna | Stephen | Donna | Prince James | Jack | Blind Witch | King Xavier | Peter | Siren | Pongo | William Smee | Dorothy Gale | The Witch of the East | Gaston | Greg Mendell | Tamara | Geppetto/Marco | The Dragon | Rapunzel | The King/Mitchell Herman | Rapunzel's Mother | Rapunzel's Father | King Leopold | Queen Eva | Lost Boys | John Darling | Michael Darling | The Shadow | The Sheriff of Hamelin | King Midas | Nana | Mary Darling | George Darling | Medusa | Gus/Billy | Marshmallow | Zoso | Prince Thomas/Sean Herman | Prince Eric | Little Bo Peep | The Apprentice | Ingrid/Sarah Fisher | Lily Page | Nova | Seer | Grace | Daniel Colter | Lancelot | Colette | Stephen | Liam Jones | Oaken | The King of Arendelle | Queen Gerda | Cruella De Vil | Poseidon | The Duke of Weselton | Hans' Brothers | Chernabog | Briar Rose | King Stefan | Isaac/The Author | Madeline | Merlin/The Sorcerer | Merida | Queen Eleanor | King Fergus | Harris, Hubert and Hamish | The Witch | Young MacGuffin | Young Macintosh | Wee Dingwall | Ruth | King Arthur | Sir Kay | Guinevere | Charon | Brennan Jones | Megara | Hercules | Hades | Cerberus | The Scarecrow | Cleo Fox | Auntie Em | Dr. Jekyll | Mr. Hyde | Evil Regina | Aladdin | Jasmine | Iago | Morpheus | Captain Nemo | Lady Tremaine | Clorinda | Tisbe | Jacob | Oracle | Royal Guards | The Sultan
Once Upon a Time in Wonderland Characters: Alice | Cyrus | Percy/The White Rabbit | Jabberwocky | Silvermist | The Sultan/The Old Prisoner | Tweedle Dee and Tweedle Dum | Mrs. Rabbit | Elizabeth/Lizard | Amara
Characters of both series: Will Scarlet/The Knave of Hearts | Anastasia/The Red Queen | Cinderella/Ashley Boyd | Robin Hood | Little John | Friar Tuck | Grumpy/Leroy | Cora/The Queen of Hearts | Caterpillar | Maleficent | Jafar | Dr. 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"
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..."


Storybrooke | Maine | Enchanted Forest | Dark Palace | Dark Castle/Rumplestiltskin's Castle | Prince Thomas' Castle | Cinderella's Chateau | Neverland | Skull Rock | Wonderland | New York | Boston, Massachusetts | Land of Oz | Emerald City | Arendelle | Agrabah | The Sultan's Palace | Sherwood Forest | Hamelin | The Mushroom | Ring of Stones | Vault of the Dark One | Underworld | Mount Olympus | Cave of Wonders


Once Upon a Time (Book) | Maleficent's Staff | Enchanted Hearts | Magic Wand | Poisoned Apple | Spinning Wheel | Magic Lamp | Dark One's Dagger | Chipped Cup | Jefferson's Hat | Enchanted Candle | Pixie Dust | Dreamshade | Jafar's Snake Staff | Pandora's Box | Vorpal Blade | Silver Slippers | Sorcerer Hat | Enchanted Broom | Trident | Enchanted Shell | Heroes and Villains (Book) | Merida's Bow | The Magical Rose | Sword in the Stone | Olympian Crystal | Cinderella's Dress | Golden Scarab Beetle


The Jolly Roger | Magic Carpet | Cruella's car | Nautilus


Unicorns | Dragons | Wraith | Bridge Trolls | Ogres | Mermaids | Flying Monkeys | Rock Trolls | Will O' the Wisps | Furies | Munchkins

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