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

^AOnce upon a ^AM7time ^A6 a g^AM7irl with m^F#moonlight in her eyes ^DM7Put her hand in min^Ae ^AM7 and s^Daid she l^Aoved me s^Do; ^DM7 ^Bm7

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

^AOnce upon a ^AM7hill ^A6 we ^AM7sat ben^F#meath a willow tree ^DM7Counting all the st^Aars ^AM7 and w^Daiting f^Aor the da^Dwn ?^DM7? ^Bm7

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#mHow we ^C#7always l^F#maughed as though tom^B7orrow wasn't t^E7here. 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'

^AOnce upon a t^AM7ime ^A6 the w^AM7orld was s^F#mweeter than we knew, ^DM7Ev'rything was ou^Ars ^AM7 how ^Dhappy ^Awe were ^Dthen! ^DM7 ^Bm7

But so^E7mehow o^F#mnce upon a t^DM7ime ^Bm7 Bm7-5 E7 D9 A F#m D9 BbM7 A Never comes a - gain.

Tony Bennett - Once upon a time