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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.
Malcolm to Rumplestiltskin

"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.[2]


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, who is soon revealed to be a young Rumplestiltskin after Malcolm calls him by name, 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.

Back in the present-day Neverland, Henry watches on as Peter 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 Rumplestiltskin are walking. Regina talks of how Emma took the bait that Neal was alive, and Rumplestiltskin confirms it.



Guest Starring




  • The title card features the Skull Rock.[3]
  • The title of this episode was announced by Adam Horowitz via his Twitter account on September 22, 2013.[4]
  • This episode is named after a passage in chapter 3 of the Peter Pan novel: "You just think lovely wonderful thoughts," Peter explained, "and they lift you up in the air."[5]

Production Notes

  • When casting the voice of the Shadow, the show creators wanted someone with the vocal ability to make their skin crawl. The role went to rock star Marilyn Manson.[6]

Event Chronology

Episode Connections

Fairytales and Folklore

Popular Culture

Costume Notes

Filming Locations

International Titles



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