Once Upon a Time (2011–2018): Season 3, Episode 8 - Think Lovely Thoughts - full transcript

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.

Previously on "Once Upon a Time"...


scared of ending up
just like his coward father.

Papa! No!

A young boy will lead you to your son.

What's going on?

(Seer) The boy will be your undoing.

Once you drink this water,
you can never leave Neverland.

(David) It's a small price
to pay for what I get in return.

What do you need him to believe in?

(Pan) Me.

Inside is where our salvation awaits.

Are you up to the task?

Follow the lady, gents.

(Woman laughing)

A shilling returns two.

(Indistinct conversations)

(Coin thuds)

(Men laugh) What?

Don't feel too bad.

You're not the only one

who's been spurned by the lady tonight.

She's been quite shy all evening.

You tricked me.

How'd she get in there?


Please, don't hurt him! He's my father!

You'd be better off without him.



No, no.


Are you okay?


The cost of the game.

He didn't even leave me
a shilling for a pint.

How rude.

He took all of our money.

Yes, but I'll figure something out.

I always do...


(Grunts and groans)

Roll up!

Once Upon a Time 3x08
- Think Lovely Thoughts Original air date November 17, 2013

(Various animals making noises)

How is she?

I fear she's getting worse, Henry.

But if I save magic...

She'll live?


But more than that, Henry.

If you save magic, you'll save us all.

But to do it, you have to truly believe.


I do.

Good, because we don't have much time.

Follow me.

My brothers!

Tonight, the dream of Neverland
will awaken from its slumber.

Tonight, the heart of
the truest believer

shall fulfill its destiny,

and with it our destiny.

Tonight, Henry saves magic!

(Lost boys cheering)

You know, despite our differences,

I can always count on you
to get things done...

Unlike the rest of them.

You were right.
They're just a liability.

Where are they?

Oh, well, Pan told them Neal was alive,

and, of course, Emma took the bait.

Such a waste of time.

Oh, I'm so sorry.

No, no, don't be. He is alive.


Pan wasn't lying.
My son is here on the island.

I've seen him.

You saw him and you...
you just parted ways?

You realize that he might
have a way off the island.

Let's worry about the travel plans

after we get Henry.

There's something you're not telling me.

What happened when you saw him?

Look, all you have to know is,
the next time I see him

will be when I'm putting Henry
in his arms.

When father and son are reunited.

(Knock on door)

Where are we?

(Door creaks)

These nice ladies are going
to look after you

for a little while.

- You must be the boy...
- Rumplestiltskin.

Do you know how to spin?

We can teach you.

I... I don't want to stay here.
Please, I... I'll be good.

This will give me time
to get a real job,

so we can be together.

We can be together right now.

Papa, please.

(Voice breaks) Don't leave me here.

Don't be scared now.

Hey, I got you a present.

A friend.

Someone to be at your side
when I'm away.

It will be with you when I cannot.

It will?

Give it a name.

Names always make things better.

They make them real.

Trust me.

It will protect you.

And I'll be back before you know it.

I promise.

(Exhales sharply)

I'm gonna ask Tink how close
we are to Pan's compound.

I don't wanna be surprised
by any lost boys on patrol.

Good idea.

Looks like you two buried the hatchet.

Buried? Uh... I don't know.

We've at least put it away for now.

So you're really gonna
stay here with him?

The thought of leaving you,
Emma, it kills me.

But there's nothing we can do.

If David leaves the island, he'll die.

So you're just giving up?

Family means being together, all of us.

But there's no other way.

Maybe this is just you
rubbing off on me,

but I don't believe that.

There's always a way.
(Foliage rustling)

(Blades zing)

(Gasps and exhales)

Well, if this is your
version of a rescue party,

we got here just in time.

What are you two doing here?

Well, same as you,

except we actually have a chance.

Pandora's box.

It could trap Pan for eternity
simply by opening the lid.

(Lowered voice)
You didn't tell me my father was with her.

I didn't know.

Wait, your father is the Dark One?

Yeah, and he's not getting
anywhere near Henry.


Why? What are you talking about?

There's a prophecy that says
that Henry will be his undoing.

He didn't come here to protect him.

He came here to kill him.

That's why you didn't want to find Neal

before you got Henry back?

Because you knew he'd spill your secret.

Everything I did was to protect Henry,

to rescue him from Pan.

It all makes sense.

You left before we even made shore.

You wanted to get to Henry first...

(Blade zings)
To be on his own...

So no one could stop you...

So you can kill him.

It's not gonna happen,

not unless you go through
all of us first.

(Wheel squeaking)

Someone so young...

In such a short time.

Look at him.

He could spin for...

for kings and queens one day.

I didn't think I had any talent.

Oof, more than talent. A gift!

You could apprentice
with anyone in the land.

If I can make money,

then my father and I can be together.


even with your talent,

too many people know
your father is a cheat.

And a coward.

If you are to have a happy life,

you must go somewhere where
your father's name

cannot follow you.

You mean...


This bean...

can open a portal,

take you far away from this land.

Even this realm.

You could start a new life.

But it cannot be with your father.

But he's coming back for me
as soon as he gets a job.

The truth is, he's at the pub.

He doesn't want a job.

Or real responsibility.

Family can be a strength,
but it can also be a burden.

And your father will always
be your burden, Rumplestiltskin.

You're making a mistake.

I don't care if the boy
is destined to be my undoing.

I won't hurt him.

Because that sounds just like you.

Without me, you will fail.

I'm the most powerful amongst us.

That's why we can't trust you.

If I could give you my dagger,
I would. But I can't.

But you can give me Pandora's box.

I don't have to trust you
if I could stop you.


Look at me,

you so much as lift a finger
to perform magic,

you're gonna spend an eternity
in this box.

Let's go.


you may think you know
who you're up against,

but you don't.

Then tell me.

What really happened between you two?

Peter Pan destroyed my father.

(Indistinct conversations)


(Coin clinks)

(Coin thuds)


They were right.

You're here.

Hey, laddie.

My dogs were barking after hitting

the cobblestones all morning
looking for work.

Then these fellas told me
that they never played

"find the lady."



(Man) Come on.


(Chickens clucking)

You said you were finding a job!

No one in this town would hire me.

Because no one trusts you.

But you do. Don't you, son?

I want to.

What if there was someplace
we could start over?

Somewhere where no one knew you?


With this.

Where'd you get that?

Do you know how much money
a bean like that would fetch?

No, it's mine!

I won't let you gamble it away.

Rumple, you don't understand.

I understand this bean
can take us someplace...

where no one knows us.

Where we can be a family.

A real fresh start.


I trust you.

Then where should we go? Hmm?

There must be someplace special to you.


Think, think.

Think, think, think, think, think.

Think lovely thoughts.

That's it.


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.

What was it called?


Then that's where we should go.



I don't even know if this place is real.


We need to talk.

I've found when a woman says that,

I'm rarely in for pleasant conversation.

There has to be a way
for David to leave the island.

Well, there isn't.

He told me about your brother,
what happened.

I know it can't be easy
to talk about, but...

Well, then let's not, shall we?

The water that cured David
from dreamshade

has connected him to the island.

If he leaves, the connection is broken.

The poison will kill him.

What if we take some
of the water with us?

That way he stays connected.

He can stay alive in Storybrooke.

For how long?

Once the water runs out,

the dreamshade will take his life.

Unless there was another cure.

You suddenly interested
in what I have to say?

Thought I wasn't to be trusted.

You're not, but I'll take my chances.

Well, if you remember,

I, too, was poisoned with dreamshade

by a cowardly pirate.

And yet...

Yes, and we know
how you cured yourself...

with a candle that takes
another person's life.

David is not that selfish.

Oh, how noble.

The point is,
after my near-death experience,

I discovered much about the poison.

I believe I could create an elixir

back in my shop.
- What's your price?

Well, this is quite the favor.

I'd expect one of equal weight
in return.


When we get back to Storybrooke,

you're gonna save David because
it's the right thing to do.

No deals, no favors, understand?


I'll do as you ask.

I'll go tell David.

We're here. Pan's perimeter.

It's time.

Tink will sneak us
in the back like we planned.

We grab Henry. In and out, simple.

You good with Pan patrol?

Locked and loaded.

You mind if I, uh...
(Blade zings)

borrow this?

You said no magic, I agreed.

But I'm not walking in there
with nothing but my good looks.

Now I, on the other hand...

Here, in case your good looks fail you.

Thanks, mate.

Let's get Henry.

(Lost boys speaking indistinctly)

Can I at least use magic on these boys?


I'll do it.

You remember the spell?


Where's Pan?

I don't know.


He's gotta be somewhere.


(Wendy) Help!


You're an... an adult.

My name's Emma. I'm looking for my son.

- Wendy?
- Do I know you?

It's Baelfire.

(Emma) - You two know each other?
(Gasps) - Bae!

Yeah. Yeah, we do.

Can it really be you?

(Cage rattling)


I thought I'd never see you again.

What are you...
wh... what are you doing here?

Well, I... I came back to save you.

You did that for me?

Well, I couldn't bear for you
to be without a family,

not after you told us that
your mother and father

were both dead.

You told her I was dead?

It was easier than telling the truth...

my own father abandoned me.

(Both grunt)

(Waves lapping)


We actually did it.


We made it!


It's just as I remember in my dreams.

Hasn't changed at all.

It's beautiful.

No, it's more than that.
Neverland is special.

You can do anything here.

Just think it, and it can happen.

What would you like to eat?

Go on.

Just think it.



You can eat cake all day
and not get a stomachache.

Or swing on a vine through a waterfall.

But best of all...

you can fly.

Flying is impossible.

Neverland is where
the impossible is possible,

if you believe it.

Here, I'll show you.





I don't understand.

(Rock splashes)

I could always fly
when I visited as a boy.

Maybe you can't fly

because you're not a boy anymore.

How could I have forgotten?

Of course.

Pixie dust.

Even as a boy, you needed pixie dust

if you wanted to fly.

Where do we get some?

Oh, I'll show you.

(Both laughing)

Come on. Yeah.


(Man giggling)

Hey, Wendy,

since you've been here,
have you seen my son?

His name's Henry.

- You have a son?
- Yeah.

Pan needs his heart.

Has he said anything about the heart

of the truest believer?


I'm sorry.

He never mentioned anything
about a heart.

She's lying.

- Where is he?
- Whoa, whoa, whoa.

What the hell are you doing?

I've carried enough lies in my life

to recognize their burden.

She knows where Henry is.

Is that true?

You don't understand.

You're helping Pan?

He's keeping John and Michael alive,

only if I do as he says.

Trust me,

whatever he's promised,
he will go back on his word.

And why should I trust a man
who abandoned his own son?

Because your brothers did.

They trusted a woman named Belle.

They helped her get this box
so we can defeat Pan.

They're okay?

For now,

and only if we succeed.

(Neal) Wendy...

we will save John and Michael,
I swear to God.

But right now, I really need your help.


Pan told Henry that...

he needs his heart to save magic.

But it's a lie.

He needs it to save himself.

What do you mean?

Pan's dying.

He needs the heart of
the truest believer

to absorb all the magic in Neverland.

And once he does...

he will be immortal, all powerful.

And what happens to Henry?

Well, it's a trade.

When Pan lives,

Henry will die.

Ah, it's been a long time since
I stepped foot on this shore.

What's that?


It's a protection spell.

(Stick thuds)

Now let's go.

It's time.

How do we stop Pan?

Pan took Henry to Skull Rock.
But you haven't got much time.

Then we stay behind.

Someone needs to be here
to guard the lost boys

when they wake up.

- You don't need to stay behind.
- David's right.

You get him home, tell him we love him.

Tell him yourself,

when you get back from Deadman's Peak.

Gold can cure you back in Storybrooke.

We just need to bring
some of the water with us.

And you... you didn't give up.

Thank you.

Well, apparently, that's the only thanks

I need these days.

Tink and I will
take care of things here.

Meet you back at the "Jolly Roger"

when you find Henry.

Promise me if your father and I

don't make it back, you get him home.

We're all going back home.



(Water rushing)


I'm tired.

We're almost there.

We can rest all we want
after we get the pixie dust,

do whatever your heart desires.

Just wait. You'll see.

What does it look like?

Oh. It's just like dust.
(Blows air)

You never know the power it contains

just by looking at it.

But when you believe in its power,

it glows with magic

and becomes something
very special indeed.

We're here.

All I see are trees.

That's because it's made
in the flowers that grow

on the highest of the branches.

Where they're closest to the stars.

The flowers bloom at night,
soak in the starlight.

That's how the pixie dust gets its magic.

I haven't felt this excited in years,

since I was a boy about to climb

one of those trees in my dreams.

Come on, Rumple. It'll be fun.


you wanna fly, you can't be
afraid of heights.

But I don't want to fly. You do.

But you will, son,

once you see how it feels.

The wind whipping in your hair,
the world below you.

Like you've not got a care in the world.

You're all alone.

You're free.

Come on, I'll give you a boost.

But what if I fall?

I promise you won't, hey.

Don't make me, papa.


I'm scared.

I'm sorry, Rumple.

I just get excited.

Why don't you wait here,
and I'll go get the pixie dust

for the both of us, hmm?

You promise not to be long?


I'll be as quick as a whip.
Back before you know it.

And then you'll see how wonderful

Neverland can really be.

(Various animals making noises)

(Breathing heavily)


I want to fly.

(Growling, whoosh)


Is someone there?



Who are you?

(Male voice) I am the sole
inhabitant of Neverland.

Then can you tell me what's wrong?

Why can't I fly?

You have to believe.

I'm trying, but it doesn't work.

Because you don't belong.





These are Henry's shoes.

Wendy was right. They're here.


Are you okay?

I think so.

What was that?

Pan cast a protection spell.

There has to be a way to break it.




(Neal) Careful with that!

Try all you want,
but Pan's magic is too powerful.

At least for you.



How did you do that?

The spell is designed to keep anyone

who casts a shadow from entering.

And you don't have one.

You were telling the truth
about ripping your shadow off.

And Pan knows it.

That's why he cast the spell he did.

This isn't about keeping you out.

It's about drawing me in.

He knows I won't give up
the chance to finish

what I came here to do.

You really did come here to save Henry.

I gave you my trust with that box.

Now I need you to give it back.


You better come through, Gold.

Or I'll make whatever Pan
has planned for you

look like child's play.

You understand me?

Well, a simple "good luck"
would've sufficed.

So what are we supposed to do now?

What about the spell my father used

to rip off his shadow?

You think if I knew how to do that,

I wouldn't have done it already?

The moon.

The moon?

The moon is what causes
our shadows, right?

What if there was a way
to block it out using magic?

What, you mean like an eclipse?

Is that even possible?

- Maybe.
- So?

- I need help.
- With magic?

It requires a lot.

I guess we're about to find out

how much those lessons
I gave you paid off.

Follow my lead.


This is it.

The place where you're
going to save magic.

Why does it have to be here?

Well, because this is the location

from which Neverland's magic emanates.

What's the hourglass for?

Marks how much time we have left

before Neverland's magic runs out.

It's almost empty.

Is something wrong?


Come with me.

There's something I need to take care of

before we get started, okay?


What's wrong?



I thought something terrible
had happened to you.

No. No, I'm fine, son.

You don't have to worry about me.

Did you get pixie dust?


But when I tried using it,
it didn't work.

Why not?

I'm not a boy anymore.

You were right.

Neverland is just for children.

Adults don't belong here.


we'll leave and go somewhere else.

All that matters...

is that we're together.

I wish it was that easy.

But we both know wherever we go,

I'll go back to my old ways.

I can never be the father
you need me to be.

I'm too weak.

I don't understand.

What are you trying to say?

That there is a way
that I can stay here,

a way that I can get
the pixie dust to work

so I can fly again...

just like I was when I was a boy.


By letting go of the thing
that is holding me back...




A monster!

It's not a monster, Rumple.

It's a friend.

It's part of the island.

And after I do what it told me...
I let you go...

it will become part of me, too.

Don't let him take me!

I don't have a choice.

To stay here, I have to believe
that I'm young again.

And with you here to remind me, I can't.

No, papa, please! Help me!

A child can't have a child, Rumple!

I'm sorry but it's true.

Don't fight it.

We both know that
you're better off without me.

I was never meant to be a father.





Hello, laddie.

Oh, I see you've come bearing gifts.

Where's Henry?

Oh, you mean my great-grandson?

You still haven't told
the others who I really am?


Not even your own son.


Because you're nothing
but a coward to me.

We both know if that were true,

I'd already be in that box.

You don't think I can do it?

You let me inside just to, uh, taunt me?


To see you again,

to give you one last chance.

Stay with me.

Let this go.

Let's start over.

Do you think I want to be with you?

That I could ever forgive you
after you abandoned me?

I'm disappointed, Rumple.

After all these years,
I thought you'd be more...


considering you did
the same thing to your son.

You traded Baelfire
for the power of a dagger,

and I traded you for youth.

We're a lot more alike
than you care to admit.

We are nothing alike.

Oh, of course we are.

And it's nothing to be ashamed of.

Neither one of us was cut out
to be a father, m'boy.

I regretted leaving my son
the moment I let him go.

I spent my life trying to find him,

to get him back.

And what did you do?

You forgot about me.

I never forgot about you!

Why do you think I call myself
"Peter Pan"?

Don't think for a moment
I believe it's because

you care for me.

But I do.

All you have to do is put down that box,

and you'll see it's true.

We can make the fresh start
you always wanted,


just as we planned.

Oh, I'm gonna make a fresh start.

Just not with you.

I don't understand.

'Cause you don't have it.

You switched them?

Follow the lady.

Still having trouble believing.

In Neverland, all you have to do

is think of something to have it.

Even something fake.

But the real one...

Well, let's see what it can do.



I'm sorry, Rumple.

You had your chance.

The choice was yours.


(Whir and clicks)

(Door creaks)



Come on.

What happened to the bean?

He used it.

He left me and he's never coming back.

Oh, it's for the best, Rumple.

I'm alone now.

No, you have us...

- And a wheel.
- You always have a home here.

Now get some rest...

And you'll feel better.

Later we'll spin, hmm?
Where's your doll?

I lost him.

Oh. Well, we'll make you another one.

You can give it the same name.


Peter Pan is gone forever.


(Wind whistling)


What is this place?

I don't remember
seeing it from my dreams.

That's because it didn't exist.

It was created when you made
the decision to stay here.

A giant skull?

It's glorious!

What's the hourglass for?

It represents the magic
fueling your youth,

the magic allowing you to stay here,

to stay young.

And what happens when it runs out?

Your youth will be taken

and you will die.

But I thought I was going
to stay young forever.

Neverland is a place

for children to visit in their dreams,

not a place for them to live.

You are the first to try to stay.

And in doing so,
you're breaking the rules.

Any rule can be broken, especially here.

I made this place
without even thinking about it.

There has to be a way.


Then I will find it.

I will find a way.

I believe.

It's time, Henry.

Time to save magic,

to save Neverland.

What do I have to do?

You must give me your heart, Henry...

the heart of the truest believer.

You mean...

I have to believe.

No, Henry.

I mean, you need to give me your heart.

But... what will happen to me?

You'll become
the greatest of all heroes.

You can tell me the truth.

I know all magic comes with a price.

Saving it must come with a price, too.

I would never lie to you, Henry.

I mean, you're right.

There is a price.

You have to stay here
on the island with me.

Neverland will become your new home.

I know it's a huge sacrifice,
but isn't it worth it?

Heroes have to make sacrifices
all the time.

My family taught me that.

Then they'd be proud
if they could see you now,

because you're about to save them all.

Now are you ready?


Then let me help you.



(Neal) Henry, wait!
(Heartbeat thumping)

Whatever Pan's telling you
to do, don't do it.

Dad? You're alive?

I am, buddy.

And I need you to listen to me.

Pan is lying to you.

Oh, pleasure to see you, too, Baelfire,

not to mention the Savior

and the Evil Queen.


you need to get away from him now.

- He's trying to hurt you.
- No.

The heart of the truest believer.

It's what's gonna save magic.

It's gonna save all of you.

(Regina) No, it's not.

This was never about magic, Henry.

You have to believe us.

The only person Pan's interested
in saving is himself.

That's not true!

Of course it isn't.

(Neal) Yes, it is!

Pan can't live without you dying.

If you give him your heart,
it's gonna kill you.

They're trying
to stem your belief, Henry.

But don't let them.

Remember, every hero gets tested.


I know what being a hero looks like,

and this isn't it.

Why would they lie?

Because that's what adults do, Henry.

You know that better than anyone.


you have to believe us.

Your parents don't care
about Neverland, Henry.

They know if you give
your heart to save it,

then you'll have to stay.

They're being selfish because
they don't wanna lose you.

Henry, you have to trust us.


I'm the only one

who's ever been honest with you, Henry.

The only one who ever believed in you.

This is your choice. Not theirs.

You have to choose now.

We're running out of time.

We believe in you, Henry.

Because we love you.

More than anything.

I love you, too.

But I have to save magic.

No, no, no, no! I'm sorry.

(Thumping continues)

(Regina, Emma, and Neal) No!




(Breathing deeply)