Once Upon a Time
1944 theatrical poster
Directed by	Alexander Hall
Written by	Lucille Fletcher (story) Irving Fineman (adaptation)
Screenplay by	Lewis Meltzer Oscar Saul
Based on	My Client Curly 1940 Columbia Workshop radio play by Norman Corwin
Produced by	Louis F. Edelman
Starring	Cary Grant Janet Blair James Gleason Ted Donaldson
Cinematography	Franz Planer
Edited by	Gene Havlick
Music by	Frederick Hollander
Color process	Black and white
Production company	Columbia Pictures
Distributed by	Columbia Pictures
Release date	June 29, 1944 (1944-06-29)
Running time	89 minutes
Country	United States
Language	English

Once Upon a Time is a 1944 American comedy fantasy film involving a dancing caterpillar who lives in a small box. Cary Grant plays a conniving showman who desperately needs money to save his theater. The film was based on a 1940 radio play called "My Client Curley", adapted by Norman Corwin from a magazine story by Lucille Fletcher.^[1]

Plot

Jerry Flynn has to come up with $100,000 within a week to keep his theater. By chance, youngster Arthur "Pinky" Thompson shows him "Curly" (the original title of the film), a caterpillar that gets up on its tail and dances when Pinky plays "Yes Sir, That's My Baby" on his harmonica. Pinky refuses to let Jerry buy his friend, so they become partners. The boy is an orphan being raised by his showgirl sister Jeannie, so he soon becomes very attached to Jerry, as does his sister.

Jerry is soon publicizing Curly, managing to generate a nationwide sensation. Brandt, a suspicious reporter who has been feuding with Jerry, brings in scientists to examine Curly. To his great disappointment, the caterpillar turns out to be genuine. When the scientists want to keep Curly for further research (and later dissection), it causes a national uproar, with people divided in their opinions.

Meanwhile, behind Pinky's back, Jerry negotiates to sell Curly to Walt Disney, finally getting his price of $100,000. Jerry orders his assistant, the "Moke", to steal Curly while Pinky is asleep, but the boy wakes up and takes Curly home. Jerry confronts a heartbroken Pinky and gets the insect, but is so ashamed of himself that he leaves the apartment without Curly.

Later, Curly goes missing. Meanwhile, knowing that Jerry and Pinky miss each other, the Moke arranges with the boys of the various Curly fan clubs that have sprung up to get them back together. After their happy reconciliation, Jerry discovers that Curly has transformed into a butterfly.

Cast

• Cary Grant as Jerry Flynn
• Janet Blair as Jeannie Thompson
• James Gleason as McGillicuddy aka The Moke
• Ted Donaldson as Arthur "Pinky" Thompson
• William Demarest as Brandt

Production

The film's working titles were Curly, My Friend Curly, My Client Curly and Yes Sir, That's My Baby.