(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