PAN LEADS HENRY TO A SECRET CAVE, CONVINCING HIM THAT HE ALONE CAN SAVE MAGIC AND NEVERLAND ITSELF, AND YOUNG RUMPLESTILTSKIN IS GIVEN A MAGICAL ITEM THAT COULD HELP HIM MAKE A FRESH START WITH HIS FATHER - WHO HAS BEEN ANYTHING BUT A GOOD DAD, ON ABC'S "ONCE UPON A TIME"

Marilyn Manson Guest Stars as the voice of 'Shadow'

"Think Lovely Thoughts" - Pan leads Henry to a secret cave, where he has convinced the boy that he alone can save magic and Neverland itself. But a showdown between good and evil is about to go down as Emma, Mary Margaret, David, Regina, Mr. Gold and Hook find themselves directly on a path to Pan in an effort to save Henry. Meanwhile, back in the Fairy Tale Land that was, young Rumplestiltskin is given a magical item that could help him make a fresh start with his father -- who has been anything but a good dad, on "Once Upon a Time," SUNDAY, NOVEMBER 17 (8:00-9:00 p.m., ET) on the ABC Television Network.

"Once Upon a Time" stars Ginnifer Goodwin as Snow White/Mary Margaret, Jennifer Morrison as Emma Swan, Lana Parrilla as the Evil Queen/Regina, Josh Dallas as Prince Charming/David, Emilie de Ravin as Belle, Colin O'Donoghue as Hook, Michael Raymond-James as Baelfire/Neal Cassidy, Jared S. Gilmore as Henry Mills and Robert Carlyle as Rumplestiltskin/Mr. Gold.

Guest starring are Robbie Kay as Pan, Rose McIver as Tinker Bell, Wyatt Oleff as young Rumplestiltskin, Colin Corrigan as thug, Stephen Lord as Malcolm, Lindsay Collins as spinster #1, Glynis Davies as spinster #2, Freya Tingley as Wendy and Marilyn Manson as the voice of Shadow.

"Think Lovely Thoughts" was written by David H. Goodman & Robert Hull and directed by David Solomon.

"Once Upon a Time" is broadcast in 720 Progressive (720P), ABC's selected HDTV format with a 5.1 channel surround sound. This program carries a TV-PG,V parental guideline.

For more information on "Once Upon a Time," visit ABC.com/Once