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.

The lyric and guitar chord transcriptions on this site are the work of The Guitarguy and are intended for private study, research, or educational purposes only. Individual transcriptions are inspired by and and based upon the recorded versions cited, but are not necessarily exact replications of those recorded versions.