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Once Upon a Time

Season 3 Episode 8

Think Lovely Thoughts

29
Aired Sunday 8:00 PM Nov 17, 2013 on ABC

Episode Recap

Once upon a time in the Enchanted Forest, Rumple's father Malcolm is conning peasants out of their money. One of them catches him at it and starts to beat him up. When Rumple pleads for his father's life, the peasant tells him that he's be better off without Malcolm, takes the money, and tosses Malcolm to the ground. Once he leaves, Malcolm tells Rumple that he'll figure something out so they can get by, same as always.

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Pan takes Henry to Wendy and reminds her that she's dying, and tells Henry hat only restoring Neverland's magic can save her and everyone else. However, to do so, Henry has to truly believe. Henry insists that he does and Pan takes him back to the camp. He then tells the Lost Boys that Henry will full fulfill his destiny as the Greatest Believer... and theirs as well.

As they head toward Pan's camp, Regina tells Pan that whatever the issues between them, she can always count on him to get things done that need to do. She points out that the others have been useless, and that Pan claimed that Neal was alive so they'd go off to rescue him rather than henry. Gold tells her that Neal is alive and Pan was telling the truth, and that he plans to reunite Neal with his son.

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Malcolm takes Rumple to the cottage of two elderly spinsters and explains that he's going to leave Rumple with them while he looks for work. Rumple begs him not to go, but Malcolm says that he must and gives his son a doll as a keepsake. He tells Rumple to name it because names make things real and then leaves, and Rumple goes to the spinsters.

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As the group heads for Pan's camp, David and Mary Margaret talk in more civil turns and Emma asks her mother if they've settled things between them. Mary Margaret says that they have for now and Emma wonders if she plans to stay with her husband in Neverland where he's trapped because of the cure. Her mother admits that she is and Emma insists that there has to be another way, just like they've always told her. Regina and Gold

As they head through the words, David and Mary Margaret talk. When Emma asks her mother if they've settled things, Mary Margaret says that they have for now. Emma wonders if Mary Margaret plans to stay with David since he can't leave the island, and insists that there must be another way. Before Emma can pursue the matter, Regina and Rumpelstiltskin emerge from the woods and show them Pandora's Box. Tinker Bell realizes that Gold is Neal's father, the Dark One, and Neal vows not to let Gold anywhere near Henry. He explains about the prophecy, and Gold insists that everything he's done has been to protect Henry. Emma and the others figure that Gold left them so he could kill Henry, and everyone draws their weapons.

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The spinsters teach Rumple how to spin and are impressed at how quickly he's taken to it. He's eager to make money so he can be with Malcolm, but they warn him that too many people know his father as a liar and a cheat. They advise him to go somewhere alone where his father's name won't follow him, and give him a bean that will let him travel to a different world. The spinsters insist that family can be a burden and Malcolm will always be his burden.

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Gold insists that he won't Henry and points out that they'll need his power to fight Pan. Neal asks him to hand over Pandora's Box as proof of his good intentions, since it's the only thing that can stop Gold if they don't have his dagger. Gold gives his son the Box and Neal warns him that he'll use it if Gold uses magic for any purpose. They continue on and Gold warns Neal that he doesn't know who he's truly up against. When Neal wonders what happened between Pan and his father, Gold says that Pan destroyed his father Malcolm.

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Rumple goes into town and finds his father at a tavern, back to his old tricks. When Malcolm sees Rumple, he claims that he had been looking for work and was taking a break, but Rumple doesn't believe him. Malcolm claims that no one would hire him because of his reputation, but figures that Rumple still trusts him. Rumple shows him the magic bean and suggests that they go somewhere to start over where no one knows them. Malcolm is eager to sell the bean, but Rumple refuses to give it to him at first. He finally tells Malcolm that he trusts him , and gives it to him. Malcolm wonders where they should go and then remembers that as a boy, he dreamed of traveling to a magical place known as Neverland. Concentrating, Malcolm opens the portal and the two of them jump through.

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As the group continues on, Emma asks Hook if there's a way for her father to leave the island. Hook warns that David can't leave the island without the cure wearing off, causing him to die of the dreamshade poison. Emma suggests that they take the water with them, but the pirate warns that it can't last forever. Gold, overhearing them, says that there is another cure. Since he was poisoned with dreamshade, he's studied the substance and created an elixir to cure its effects. Emma asks what he wants for it and Gold instinctively starts to negotiate, but Neal breaks in and says that his father will do it because it's the right thing to do. Gold reluctantly agrees.

The group arrives outside Pan's camp and Gold takes Hook's cutlass to defend himself. He suggests using magic to put the Lost Boys to sleep, but Neal refuses to give him permission so Regina does it instead. They search the camp and discover that both Pan and Henry are gone. Wendy calls for help from her cage and Neal recognizes her from when they were on the island together as children. The girl explains that she came back to rescue Neal after the Shadow abducted him from the Darling home, because he said he had no family. Gold is surprised to hear that, and Neal explains that the thought it was better to say his father was dead rather then that he abandoned him.

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Malcolm and Rumple arrive on a beach in Neverland and Malcolm confirms that it's exactly what he saw in his dreams. He tells Rumple that they can do anything that they want just by believing in it, and has Rumple conjure up a piece of cake to eat. Malcolm says that they can also fly, but discovers that he's unable to when he tries to jump into the air. Remembering, Malcolm tells Rumple that they need pixie dust and takes Rumple off to find some... unaware that the Shadow is following them.

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When Neal asks Wendy if she's seen Henry, she lies but Gold quickly realizes that she is lying. The girl explains that Pan is keeping her brothers hostage to force her to help him, and wonders why she should trust Gold. Regina points out that her brothers sent Pandora's Box to Gold because they trusted him and Belle, and Neal asks for her help. Wendy finally tells them that Pan lied to Henry. He wants Henry's heart so that he can save himself. To live Pan must absorb all of the magic in Neverland, making himself immortal in the process. By doing so, Henry will die when he loses his heart.

Pan and Henry row out to Skull Rock and tie the boat up. As they go ashore, Pan casts a protection spell to prevent the others from following and leads Henry upward to Deadman's Peak.

David says that he and Mary Margaret will stay behind to guard the Lost Boys while the others go to rescue Henry. Emma refuses to let them stay behind and tells them to gather the water from the spring so that David can safely leave Neverland until Gold can find him a cure. Hook and Tinker Bell will guard the Lost Boys and meet the others at the Jolly Roger after they've rescued Henry.

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Malcolm takes Rumple to a vast tree and explains that pixie dust can be found in flowers on the limbs of the highest tree. Rumple hesitates to climb up, saying that he doesn't want to fly, but Malcolm tells him that he'll enjoy it after he experiences it for the first time. When his son still refuses to climb up, Malcolm tells him that he'll get the pixie dust and come back for him. As he reaches the flowers, the Shadow flies toward Malcolm and tells him that it is the only living creature in Neverland. When Malcolm wonders why he can't fly, the Shadow tells him that it's because he doesn't belong there.

Down below, Rumple is sitting against the tree trunk, holding his doll, when his father's hat falls out of the tree and lands next to him.

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Emma, Neal, Regina, and Gold row out to Rock island and land on the beach. When they try to up, Pan's protection spell throws Emma back. Regina can't break through it and Gold warns her that Pan's magic is too powerful. He easily walks through it, explaining that he can pass through because he has no shadow. Pan deliberately created the spell that way because he wants Gold to confront him alone. Neal realizes that his father has been telling the truth all along and that he plans to save Henry at the cost of his own life. Gold asks Neal to trust him the same way that he trusted Neal with the Box, and Neal passes the artifact to his father.

Once Gold goes up,  Neal suggests that they try to detach their shadows so they can follow. Regina admits that she doesn't know the spell that Gold used, and Emma suggests that they cause a lunar eclipse to eliminate the light providing their shadows. While Regina doesn't have the power, Emma believes that together they can do it. With time running out, Emma and Regina turn toward the moon and begin their spell.

Pan and Henry arrive at Deadman's peak. A giant hourglass sits in the center of the chamber and Pan explains that the cave is the place where Neverland's magic emanates. Pan hears something moving below and tells Henry that there's something he has to take care of, and then goes down.

Gold climbs up the passageway and takes out the doll.

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Malcolm finally comes down the tree trunk and tells Rumple that everything is all right. When Rumple wonders if he obtained the pixie dust, Malcolm tells him that he can't fly in Neverland because he's not a boy, and adults don't belong in Neverland. Rumple says that they should go somewhere else where they can be together, but Malcolm tells him that he's too weak to be the father that Rumple needs. He tells Rumple that he can fly, but only by letting go of the one thing that is holding him back: his son. The Shadow flies down and grabs Rumple, trying to take him out of Neverland. Rumple clutches to his father, who says that the Shadow is part of the island. Once Rumple is gone, Malcolm will become part of the island as well. He admits that he was never meant to be a father and pries Rumple loose. The Shadow flies off with Rumple while Malcolm turns into his boyhood self: Pan.

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Gold fids Pan and demands to know where his grandson is. Pan wonders why Gold hasn't told the others who he really is, and offers Gold one more chance to accept his offer so that they can be together. Gold insists that he can't forgive his father for abandoning him, but Pan points out that Gold did the same thing to Neal. The Dark One says that they're nothing alike and that he has always regretted abandoning Neal to gain power, and Pan assures him that he feels the same about Gold. All Gold needs to do is put down Pandora's Box and then they can make a fresh start of things. Gold says that he does plan to make a fresh start, but not with Pan. He tries to pull Pan into the Box, but nothing happens. Pan reveals that he switched boxes, and uses it to trap Gold inside.

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The Shadow takes Rumple back to the Enchanted Forest and leaves him with the spinsters. They put him to bed and assure him that they'll always have a home with him, and promise to make him a new doll because he dropped the old one in Neverland. They suggest that Rumple give it the same name, but he tells them that Peter Pan is gone for good.

In Neverland, the new Pan picks up Rumple's doll and then flies to Skull Rock. The Shadow greets him and explains that the cave didn't exist until Pan decided to stay there. It tells Pan that the hourglass indicates the magic keeping Malcolm youthful and alive. When it runs out, Malcolm will die because he broke the rules by coming to Neverland instead of visiting it in his dreams. Malcolm figures that Neverland is a place where rules exist to be broken and promises that he will find a way to live forever because he believes.

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Pan returns to Henry, setting Pandora's Box out of sight, and tells Henry that it's time to save magic. To do so, he needs Henry's heart of the truest believer. Henry figures that the magic comes with a price and Pan claims that Henry must stay in Neverland forever. Considering, Henry says that he can accept that because his family taught him that all heroes must sacrifice to perform great deeds. Pan enchants Henry's hand so that he can remove his own heart.

Neal, Emma, and Regina arrive just as Henry removes his own heart. Neal warns his son that Pan is lying, and Regina insists that Pan is only trying to save himself. Pan tells Henry that every hero is tested, and this is henry's test. When Henry wonders why they would lie to him, Pan tells him that's what adults do, and that they're being selfish because they don't want to lose him.

With time running out, Emma, Regina, and Neal all tell henry that they love him. He says that he loves them, too... but he has to save magic. Henry then pushes his heart into Pan's chest, and a wave of magical energy sweeps out from Skull Rock and across Neverland. Pan soars into the air, triumphant, as the others run to Henry, lying seemingly dead on the ground.

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