Once Upon a Time (2011–2018)
3 user 3 critic

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.


David Solomon


Edward Kitsis (created by), Adam Horowitz (created by) | 2 more credits »




Episode cast overview, first billed only:
Ginnifer Goodwin ... Mary Margaret Blanchard
Jennifer Morrison ... Emma Swan
Lana Parrilla ... Regina Mills
Josh Dallas ... David Nolan
Emilie de Ravin ... Belle French (credit only)
Colin O'Donoghue ... Captain Killian 'Hook' Jones
Michael Raymond-James ... Neal Cassidy
Jared Gilmore ... Henry Mills (as Jared S. Gilmore)
Robert Carlyle ... Mr. Gold
Robbie Kay ... Peter Pan
Stephen Lord ... Malcolm
Marilyn Manson ... The Shadow (voice)
Wyatt Oleff ... Young Rumplestiltskin
Rose McIver ... Tinker Bell
Freya Tingley ... 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


TV-PG | See all certifications »

Did You Know?


Wyatt Oleff, who plays young Rumpelstiltskin, was born and raised in Illinois and naturally speaks with an American accent. 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 »


Mr. Gold: You mind if I, uh, borrow this? You said no magic, I agreed. But I'm not walking in there with nothing but my good looks.
Captain Hook: Now, I, on the other hand...
David Nolan: [Tosses him a sword] Here, in case your good looks fail you.
See more »

Crazy Credits

The opening sequence shows Skull Rock with glowing eyes. See more »

User Reviews

Think a wonderful thought, any happy little thought
19 March 2018 | by TheLittleSongbirdSee 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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Release Date:

17 November 2013 (USA) See more »

Company Credits

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Technical Specs


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Aspect Ratio:

16:9 HD
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