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.

Meanwhile, behind Pinky's back, Jerry negotiates to sell Curly to Walt Disney, finally getting his price of $100,000.

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.