Once Upon a Time

By Charles Strouse & Lee Adams
1962

This late standard originated in the Broadway show All American, about a fictional university. Strouse & Adams were coming off their previous smash hit Bye, Bye Birdie, and enlisted a little-known TV writer named Mel Brooks to pen the libretto for their new production. Ray Bolger & Eileen Herlie would introduce this song in the original production.

Lyrics:

Once upon a time,
A girl with moonlight in her eyes
Put her hand in mine
And said she loved me so.
But that was once upon a time,
Very long ago.

Once upon a time,
We sat beneath a willow tree,
Counting all the stars
And waiting for the dawn.
But that was once upon a time,
Now the tree is gone.

How the breeze ruffled up her hair,
How we always laughed as though tomorrow wasn't there.
We were young and didn't have a care,
Where did it go?

Once upon a time,
The world was sweeter than we knew.
Everything was ours,
How happy we were then.
But somehow once upon a time
Never comes again.

Recorded By:

Tony Bennett
Bobby Darrin
Jack Jones
Al Martino
Vic Damone