Words by Lee Adams and Music by Charles Strouse
Recorded by many artists including Tony Bennett, Frank Sinatra, Jim Reeves, and Bobby Darin
Sung in the Broadway musical "All American" by Ray Bolger and Eileen Herlie

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