Once Upon A Time

Words & Music by Lee Adams & Charles Strouse
Recorded by Tony Bennett, 1962; From the musical "All-American"

A           AM7   A6    AM7       F#m
Once upon a time     a girl with moonlight in her eyes

DM7                A  AM7      D        A        D   DM7  Bm7
Put her hand in mine      and said she loved me so;

     E7       F#m              D   E7        A   AM7   Bm7-5   E7
But that was once upon a time,    very long ago.


A           AM7  A6     AM7    F#m
Once upon a hill     we sat beneath a willow tree

DM7                A   AM7     D       A        D   DM7  Bm7
Counting all the stars    and waiting for the dawn —

     E7       F#m         D   Bm7-5  E7              A    AM7  A6  AM7
But that was once upon a time   —   now the tree is gone.



Bridge:

Bm7-5 E7   AM7  A6  Bm7-5   E7          AM7    A6
How  the breeze    ruffled through her hair;

G#m    C#7     F#m                 B7            E7
How we always laughed as though tomorrow wasn't there.

D9       A        Bm7-5   E7     A      AM7
We were young and didn't have a care  —  

F#m    B7        Bm7-5  E7
Where     did it go?


A            AM7 A6       AM7       F#m
Once upon a time     the world was sweeter than we knew,

DM7              A  AM7      D     A       D     DM7   Bm7
Ev'rything was ours  —  how happy we were then!

      E7     F#m         DM7   Bm7
But somehow once upon a time

Bm7-5  E7   D9   A    F#m   D9    BbM7    A
Never comes a - gain.