Once Upon a Time (1944 film)

Once Upon a Time is a 1944 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.

Once Upon a Time
1944 theatrical poster
Directed byAlexander Hall
Produced byLouis F. Edelman
Written byLucille Fletcher (story)
Irving Fineman (adaptation)
Screenplay byLewis Meltzer
Oscar Saul
Based onMy Client Curly
1940 Columbia Workshop radio play
by Norman Corwin
StarringCary Grant
Janet Blair
James Gleason
Ted Donaldson
Music byFrederick Hollander
CinematographyFranz Planer
Edited byGene Havlick
Distributed byColumbia Pictures
Release date
June 29, 1944
Running time
89 minutes
CountryUnited States


Jerry Flynn (Cary Grant) has to come up with $100,000 within a week to keep his theater. By chance, youngster Arthur "Pinky" Thompson (Ted Donaldson) 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 (Janet Blair), so he soon becomes very attached to Jerry, as does his sister.

Jerry is soon publicizing Curly, managing to generate a nationwide sensation. Brandt (William Demarest), 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" (James Gleason), 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.



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

See also

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