Once Upon a Time (2011–2018)
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Think Lovely Thoughts 

As Pan leads Henry to a cave, Emma and the others race to save him, as flashbacks show when a young Rumplestiltskin was given a magical item that could help him make a fresh start with his father.



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Episode cast overview, first billed only:
... Mary Margaret Blanchard
... Emma Swan
... Regina Mills
... David Nolan
... Belle French (credit only)
... Captain Killian 'Hook' Jones
... Neal Cassidy
... Henry Mills (as Jared S. Gilmore)
... Mr. Gold
... Peter Pan
... Malcolm
... The Shadow (voice)
... Young Rumplestiltskin
... Tinker Bell
... Wendy Darling


As Pan leads Henry to a cave where he plans on stealing his heart to gain immortality, Emma and the others race to save him. Meanwhile, back in fairy tale land, young Rumplestiltskin is given a magical item that could help him make a fresh start with his father. Written by ab1995

Plot Summary | Add Synopsis

Plot Keywords:

magic | See All (1) »


TV-PG | See all certifications »




Release Date:

17 November 2013 (USA)  »

Company Credits

Production Co:

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Technical Specs


Sound Mix:


Aspect Ratio:

16:9 HD
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Did You Know?


The object/animal/person in this episode is Skull Rock with glowing eyes. See more »


After Henry plunges his heart into Pan's chest, he falls. We then cut to a different angle and he falls again. See more »


Emma Swan: We need to talk.
Captain Hook: I've found when a woman says that, I'm rarely in for a pleasant conversation.
See more »

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User Reviews

Think a wonderful thought, any happy little thought
19 March 2018 | by See all my reviews

When 'Once Upon a Time' first started it was highly addictive and made the most of a truly great and creative premise. Really loved the idea of turning familiar fairy tales on their heads and putting own interpretations on them and the show early on clearly had clearly had a ball. Watched it without fail every time it came on and it was often a highlight of the week. Which was why it was sad when it ran out of ideas and lost its magic in the later seasons.

"Think Lovely Thoughts" is another one of the best episodes of the first half of Season 3 and of Season 3 overall. Very like as was said for the previous episode "Dark Hollow" (another bright spot), "Think Lovely Thoughts" very nearly right in every way and has nearly everything that makes 'Once Upon a Time' the addictive show that it is and what it's all about.

Really loved the story here. It was tense and emotional, with some unexpected turns, the big one being one of the biggest leaving-one-completely-floored twists on the whole of 'Once Upon a Time', and the fairy tale flashbacks being one of the show's most interesting and unsettling, as well as illuminating.

Plot points are advanced and characterisation is getting increasingly interesting and deeper (any villain "humanisation" is not an issue at all and makes them more than the standard archetypes they could easily be), have always loved Rumplestiltskin and was surprised at the different side to Peter in that he is not what he seemed initially in this episode.

As a character-driven episode, "Think Lovely Thoughts" also works wonders and is one of the better episodes of the season in this regard. It is very well paced, action-packed without being overcrowded and not draggy or filler-filled, it was just right and everything was involving.

Much of the acting is terrific, especially from Robert Carlyle, Robbie Kay and Wyatt Oleff. Marilyn Manson is remarkably creepy here as well.

Jared Gilmore is the exception here, found him somewhat annoying and not exactly at ease, and it is actually more to do with the shallow and one-dimensional way Henry is written, where it makes it hard to root for him much.

Furthermore, "Think Lovely Thoughts" is a very handsomely mounted episode visually, the settings and costumes are both colourful and atmospheric, not too dark or garish and never cookie-cutter. It is photographed beautifully too. The music is haunting, ethereal and cleverly used with a memorable main theme. Writing has the right balance of humour, pathos, mystery and intrigue.

Overall, great episode and one of the best of the season. 9/10 Bethany Cox

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