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[Aboard the Jolly Roger pirate ship, Wendy, John, Michael, and the Lost Boys are all locked in a cellar] Captain Hook: I want a word... with... [points his hook to Wendy] you. Wendy: [breaths shuddering] I have nothing to say to you. Captain Hook: Then listen. [starts humming the lullaby] What is that? Wendy: Yeah, that's simply... That's just a lullaby. Captain Hook: Yes, but why... does it remind me of something? [to Mr. Smee] Open this. Mr. Smee: Yes. Keys, keys, keys. Where are the keys? Captain Hook: Where does it come from? Tell me. Wendy: I don't know. Captain Hook: TELL ME! Why does it make me feel so… Wendy: I couldn't say. It was just something my mother sings us. Captain Hook: Your who? Wendy: My mother. Captain Hook: Yes, of course. Wendy: I know you weren't always like this, Captain Hook. I know you and Peter were friends. I've heard the stories. Captain Hook: Have you? Wendy: You left Neverland. And when you returned, you were… Captain Hook: Evil. Wendy: Yes. Captain Hook: Hmm. There's truth to that. But he left out the most important part. I didn't just leave Neverland. Wendy: Peter made you go. Captain Hook: There it is. That's the sticking point. My once and best friend banished me, all because I missed my... I... missed... my... Wendy: Your mother? Captain Hook: Yes, my mother. Who sang me that very song. Is it so terrible a thing, to miss a mother? Wendy: No, of course, it's not. Captain Hook: Tell that to your dearly departed friend, for he surely thought otherwise. And do you know, after all that, I never did find her. I never made it home. I never saw my poor, sweet mama, ever again. I left Neverland and I was lost at sea. I'd have surely perished, were I not saved by this man here. There I was, rescued and raised by pirates. And by-and-by, I became their Captain and I, in-turn brought them right back here. Wendy: But why? Why come back at all, if Peter hurt you so? Captain Hook: Because he was my friend. I'd been happy here. Wendy: You could be happy again. Captain Hook: No. My time for joy is lost. Everything I could have been has reduced to this. This... is what growing up looks like. Wendy: No. This is what it looks like when you grow up wrong.

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