"Think Lovely Thoughts" is the eighth episode of Season Three of ABC's Once Upon a Time. It was written by David H. Goodman & Robert Hull and directed by David Solomon. It is the fifty-second episode of the series overall, and premiered on November 17, 2013.
Pan leads Henry to a secret cave, where he has convinced the boy that he alone can save magic and Neverland itself. But a showdown between good and evil is about to go down as Emma, Mary Margaret, David, Regina, Mr. Gold, Neal and Hook find themselves directly on a path to Pan in an effort to save Henry. Meanwhile, back in the Fairy Tale Land that was, young Rumplestiltskin is given a magical item that could help him make a fresh start with his father—who has been anything but a good dad.
In a local tavern yard of the Enchanted Forest that was, a man named Malcolm is playing a card game called "follow the lady" with some people. After he wins again, the man cuffs Malcolm's neck, saying he swindled him. A young boy, names Rumplestiltksin, begs the men not to hurt his father, who is a 3-card monte cheat. Because the men took all of his money, he says he will think of something.
In present day Neverland, Henry watches on as Pan covers Wendy with a blanket. He tells Henry that she's getting worse. He asks Peter that if he saves magic, she'll live. Peter replies that she will, and that if he does, he'll save everyone. After Henry says he believes, Peter announces to the Lost Boys that "the dream of Neverland will awaken from its slumber." The Lost Boys applaud Henry.
Elsewhere, Regina and Mr. Gold are walking. Regina talks of how Emma took the bait that Neal was alive, and Mr. Gold confirms it. She asks why he and his son parted ways, but he concludes he just intends to reunite his son and grandson.
In Rumplestiltskin's childhood, Malcolm entrusts him to two elderly spinsters while goes looking for a real job and gives him a straw doll while he does so.