Once Upon a Time

Broadway producer Jerry Flynn is anxious to recapture the magic and reclaim the crowds after a set of costly flops. Outside his theater one night, Flynn meets a young boy who just might save the day. Inside a small box the boy shows Flynn his pride and joy: a caterpillar named Curly that dances to Yes Sir, That's My Baby. Word quickly spreads about the amazingly talented hoofer, and the caterpillar becomes a symbol of hope for wartime America. Soon, offers are pouring in to capitalize on this sensational insect.

• Lewis MeltzerScreenplay
• Oscar SaulScreenplay
• Alexander HallDirector
• Friedrich HollaenderOriginal Music Composer

• Cary GrantJerry Flynn
• Janet BlairJeannie Thompson
• James GleasonMoke McGillicuddy
• Ted DonaldsonArthur "Pinky" Thompson
• William DemarestBrandt
• John AbbottReporter (uncredited)
• Iris AdrianWoman Exiting Theatre (uncredited)
• Henry ArmettaBarber (uncredited)
• Charles ArntFred Stacy (uncredited)
• Lloyd BridgesAviator Captain (uncredited)
• Pedro de CordobaProfessor Van Dorn (uncredited)
• Walter FennerWalt Disney (uncredited)