Once Upon a Time (1944): Alexander Hall’s Fantasy-Comedy, Starring Cary Gant and Janet Blair

Alexander Hall directed Once Upon a Time, a comedy fantasy involving a showman and a dancing caterpillar that lives in small box.

nce Upon a Time
Once Upon a Time - 1944 Poster.jpg

1944 theatrical poster

Cary Grant plays a conniving showman who desperately needs money in order to save his theater.

The film was based on a 1940 radio play. “My Client Curley,” adapted by Norman Corwin from magazine story by Lucille Fletcher.

Jerry Flynn (Cary Grant) must come up with $100,000 within a week to keep his theater.  Youngster Arthur “Pinky” Thompson (Ted Donaldson) shows him “Curly” (the film’s original title), 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. Since the boy is orphan raised by his showgirl sister Jeannie (Janet Blair), he soon becomes attached to Jerry, as does his sister.

Jerry publicizes Curly, managing to generate nationwide sensation. Brandt (William Demarest), a suspicious reporter  feuding with Jerry, brings in scientists to examine Curly.  But to his  disappointment, the caterpillar turns out to be genuine. When the scientists want to keep Curly for research (and  dissection), it causes national uproar.

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.

Meanwhile, knowing that Jerry and Pinky miss each other, the Moke arranges with the boys of the Curly fan clubs, 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.

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


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
Cinematography Franz Planer
Edited by Gene Havlick
Music by Frederick Hollander
Color process Black and white

Production and distribution:  Columbia Pictures

Release date

Running time: 89 minutes