(C. Strouse, L. Adams)

[Recorded April 14, 1965, Hollywood]



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 hill 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 through 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



[brief string interlude]



Once upon a time never comes again