"Think Lovely Thoughts" is the eighth episode of the third season of the American fantasy drama series Once Upon a Time, and the show's 52nd episode overall.

In this episode, the group races to Skull Rock in order to save Henry (Jared S. Gilmore) from Peter Pan (Robbie Kay), who plans to harness immortality by taking Henry's heart. Meanwhile, a young Rumpelstiltskin (Wyatt Oleff) and his scheming father Malcolm (Stephen Lord) make their way to Neverland, which soon becomes a life-altering journey for both of them.

The episode was met with positive reviews from critics; however, the episode saw a significant drop in ratings, with 6.66 million viewers tuning in.

The isle of Skull Rock in Neverland stands beyond the Enchanted Forest.

The Enchanted Forest events take place years after "The Black Fairy" and years before "Manhattan". The Neverland events take place after "Dark Hollow".

In a local tavern yard, a young boy, who is revealed to be a young Rumplestiltskin, begs a man not to hurt his father Malcolm, who is a 3-card monte cheat. Later on, Malcolm brings Rumplestiltskin to a cabin and asks the women spinning wool to look after him as he attempts to get a real job. Before he goes, he gives his son the corn husk doll as a present. Hours later, the women see that Rumplestiltskin has a huge talent for spinning. While Rumplestiltskin tells them that he believed that Malcolm will come back, the ladies tell him that he returned to the same tavern. The women advise him to take the magic bean and go someplace where his father’s bad reputation won’t follow him. Rumplestiltskin later returns to the same tavern, and just as the ladies told him, sees his father playing games again. Rumplstiltskin coaxes Malcolm to go away somewhere and make a fresh start. Malcolm then remembers the phrase “think lovely thoughts,” which he used to comfort himself when he was apprenticed to a blacksmith. So they use the bean to go to a place called Neverland, holding hands.

As they land in Neverland, Malcolm tells his son to imagine a cake, and it appears. He then tells him that in Neverland anyone can fly, but as he attempts to take off, he falls to the ground because he is now a grown-up. Malcolm remembers needing Pixie Dust, but Rumplestiltskin is too scared to climb up the tall trees that have the pixie dust flowers, so Malcolm tells him to wait and he’ll get enough for both. He climbs up and sprinkles some dust on himself, saying “I want to fly,” but just then the shadow comes and mocks him, telling him he doesn’t belong. On the ground, Rumplestiltskin later weeps, thinking his father has met with an accident after one of his shoes falls from the tree, but then his father climbs down to comfort him, telling him that Neverland is only for children. Unfortunately, as Rumplestiltskin suggests they go somewhere else, Malcolm says he knows he would just go back to his old ways if he did, and that his son would be better off without him. The shadow then comes to take Rumplestiltskin, believing it is the only way Malcolm can believe he is a child. As the shadow takes Rumplestiltskin away, he witnesses a green spell coming over Malcolm, who suddenly turns into a young boy, and a look of regret briefly flashes across his face as he watches his son disappear into the sky. Upon returning to the women he tells them what happened, and the women believe that he would be better off without a father. Now young again, Malcolm notices the doll he gave his son on the ground, as Rumplestiltskin had dropped it while being taken away. He picks up the doll and adopts the name his son gave it as his own: Peter Pan.

Pan and the shadow then arrive at Skull Rock, where the shadow tells Pan that the island was created when Pan decided to stay, and the hourglass shows how much time he has before he stops being young and dies. In doing so, the shadow tells Pan that he broke the rules by staying because Neverland is a place for children to visit in their dreams. Pan counters that rules can be broken and vows to find a way to stay young forever.