Peter Pan's origin is revealed this week, and the story behind the villain's dark power is a truly sad and twisted tale. But that should come as no surprise to fans of 'Once Upon a Time'; we're used to things getting super dark (and super weird) right before the dawn, and 'Think Lovely Thoughts' was one of the darkest episodes of the season -- and not only because it featured a creepy voice-over cameo from Marilyn Manson.

The episode's major flashback story centers on a young Rumpelstiltskin and his father, Malcolm, a grifter who never had any intention of raising a son. Malcolm is more interested in drinking and swindling dumb townies than getting a job and taking care of little Rumple, so he dumps the poor kid with a pair of spinster sisters (who literally spin wool). The spinsters know Rumple's only chance of living a good life is to get away from his father and his bad reputation, so they give him a magic bean that will take him wherever he wants to go. But Rumple only wants to be with his loser dad, so he gives the bean to Malcolm so they can start a new life together. And here's where things get really crazy.

It turns out Malcolm knows the perfect place where he and Rumple can start a new life together -- Neverland! He says it's a magical realm that he used to dream about as a boy where anything can happen, and anyone can fly (and ignore their adult responsibilities forever). Malcolm uses the bean to happily take Rumple to Neverland, but his joy is tempered when he learns that Neverland's magic doesn't work for adults. If Malcolm wants to fly and experience all the magic Neverland has to offer, he has to become a boy again. And doing that means giving up the one thing that ties him to adult life, his son. Malcolm wastes no time making his decision; he hands little Rumple over to the scary Shadow of Neverland (Manson), who takes Rumple away. And as Rumple is being forced to leave Neverland, Malcolm is transformed into a boy resembling Peter Pan. Yep, Peter Pan is Rumpelstiltskin's father! And he abandoned his son just like Rumple abandoned Neil. Did anyone see this coming?

It's revealed that the magic keeping Pan young and powerful is running out, because children weren't meant to live in Neverland forever. In order to stay in Neverland, he must take Henry's true believer heart to become immortal, killing Henry in the process.

Back in the present day, Pan has no trouble manipulating Henry into giving him his heart. Henry is convinced he's doing the right thing in trusting Pan, even when Emma, Neil and Regina try to talk him out of it. Henry (dense as usual) gives Pan his heart and quickly collapses. While his parents rush to his lifeless body, Pan begins to float away and bask in his new superpowers. Evil triumphs ... for now anyway.

This episode ends with Henry dead (presumably, but we're pretty sure he'll get better) and Rumple locked away in Pandora's box. Before tricking Henry, Pan confronts Rumple and tries to convince him to join him in Neverland forever. He wants a fresh start with the son he abandoned years ago. Rumple refuses, saying his fresh start will be with Neil and Henry. Unfortunately for Rumple, Neverland is Pan's turf, which means he has the magical advantage. Pan snatches Pandora's box from his son and uses it to trap him. This guy really is the worst dad ever.

'OUAT' is taking a two week break, so come back December 1st when we find out if Emma, Regina and Neil are able to save Henry.