Once Upon A Time (1944) – A Review


A review of the 1944 fantasy comedy Once Upon A Time, starring Cary Grant, Janet Blair, Ted Donaldson. A Broadway producer discovers a dancing caterpillar and sets out to regain his respect and make a fortune from this amazing creature

Cary Grant is Jerry Flynn, a Broadway producer who has just had his third flop in a row. His once profitable shows are a distant memory, the press is ready to write his showbiz career off and he’s about to lose his theater if he doesn’t come up with $100,00 in one week.

Flynn is in desperate need of an idea and some success! Fate steps in when he makes an amazing discovery from the most unlikely person. Nine-year-old orphan Arthur ‘Pinky’ Thompson (Ted Donaldson) shows him a dancing caterpillar he has in a shoebox. The caterpillar named ‘Curly’ will dance everytime he hears the song ‘Yes Sir, That’s My Baby’.

Flynn is floored by this talented caterpillar and believes he has just found a fortune in a shoebox. Curly could be the answer to regain respect, score a massive success and make a whole lot of money from this dancing caterpillar. The $100,000 he needs to save his theater seems like a it’s being handed to him by this little waltzing worm!

There’s some slight problems with Flynn’s plan though. ‘Pinky’s’ older sister Jeannie (Janet Blair) isn’t too thrilled with her impressionable younger brother going into business with Flynn. The press are skeptical about Flynn’s claim of this incredible caterpillar. And Flynn’s promise to Pinky that they would never sell Curly gets tested when Walt Disney offers to pay a massive amount of money for him! 

Once-Upon-A-Time-1944-Cary-Grant-dancing-caterpillar-fantasy-filmWill Flynn keep his word to Pinky and protect Curly despite all the wealth that will rain down on him if he sells him? He wouldn’t be so callous, would he?

Once Upon A Time is a very odd film. Being a ‘Cary Grant film’, I had heard of it, but never actually got to watch it. I had just never seen it playing anywhere. I thought for sure I would stumble onto it one day on TCM, but nope! I always thought that was unusual and started to think of it as something of a ‘forgotten’ Cary Grant film. Why didn’t this film seemingly never crop up anywhere? Was it some rights issues or was it just because the film was so lousy a channel would get better ratings showing a different Grant film?

One-Froggy-Evening-1955-Looney-Tunes-dancing-Michigan-J-FrogI never saw it get any of attention or mentioned. I thought that was very strange and that just added even more curiosity to an already peculiar film. Cary Grant and a dancing caterpillar…..what the heck?

I envisioned Once Upon A Time as being something of a real life version of the 1955 Looney Tunes classic short One Froggy Evening. You know the one – a construction worker discovers a signing and dancing frog, tries to gain fame and fortune from it, but the frog never performs for anyone else but him.

I thought Once Upon A Time would be somewhat similar. It was based on a radio play ‘My Client Curly’. I suspect the story must of been slightly familiar to some audiences at the time. The film adaptation was meant to be a lighthearted escape for audiences during the war years. The promotion specifically focused on the ‘feel good’ and ‘heartwarming’ nature the film was promising and aimed to be a relief from the dark days everyone was experiencing. So maybe there would be some elements of sap and corniness to it.

Once-Upon-A-Time-1944-dancing-caterpillar-movie-fairy-tale-film-movieThe prologue that opens the film says straight away –  “Someone told us a story the other day that sounded fantastic. But in a world that is so troubled today and where reality is so grim–fantasy was a welcome relief. Thinking you might feel the same way about it–we’re passing this yarn to you. Relax and pull up a chair. Once upon a time–“

I also guessed since the film would barely be mentioned when talking about Grant’s career, it was not a very good film, wasn’t one that showcased his talents in the best ways and ultimately became quickly forgotten. Overshadowed by his more popular and successful films, Once Upon A Time would be relegated as a footnote in his career.

After doing some research on Once Upon A Time, apparently my suspicion wasn’t far off. The film was a commercial flop when it was released. 

Well, now finally watching it I can see why I never saw it before or saw it played much. Despite the fantastical, light-hearted premise Once Upon A Time is extremely forgettable. It’s innocuous enough, but it’s not the charming or pleasurable yarn that they were promising. And it hasn’t improved with age.

Once-Upon-A-Time-1944-Cary-Grant-Janet-Blair-dancing-caterpillar-fantasySure it’s cutesy and absurd, but we know going in that this is meant to be a fantasy/fairy tale-type of film. There have been plenty of films that have that vibe, a fantastical premise that could start with “Once Upon A Time” – Miracle on 34th Street, Splash, The Wizard of Oz, Edward Scissorhands, Babe, Joe Versus the Volcano, The Dark Crystal.

Once Upon A Time settles into a very predictable story with no characters you care about or compelling hurdles or situations they’re placed in. It starts with the revelation of Grant finding out about this dancing caterpillar – pretty good start for a fairy tale – but then it’s as if the film doesn’t know what to do with that setup or take it anywhere special.

It’s as if you look at a great film as a sandwich. The meat, toppings, spices, all those wonderful elements that make ‘the film’ so delicious. Once Upon A Time is akin to being served two slices of bread with a Kraft single in between them.

Once-Upon-A-Time-1944-fantasy-film-dancing-caterpillar-Cary-Grant-Janet-Blair-James-GleasonIt plays as a very straight forward outline of a story. The best I could say about the story is that it’s ‘functional’.

It’s as if the film used a broad, rudimentary framework for the story, simply filmed that and didn’t bother to add anything else to the script. 

There’s little dimension to the characters, the relationships in the movie don’t take root and grow naturally and there are no really fun, unique scenes in the entire film. There are plenty of scenes of people stunned watching Curly shake his tailfeather – and after that they don’t know what else to do with Curly or how to expand the story in any interesting ways.

Ok, sure it’s a film about a dancing caterpillar, but you need characters and situations to place them in to make the story entertaining. All those other fairy tale films I mentioned had that. Once Upon A Time does not. It’s a fine basis for a kids story, but there’s really no depth to it. Plus, director Alexander Hall directs in a very-matter-of-fact, unexciting manner. The way the film unfolds doesn’t elevate the poor script into anything engaging to watch. It becomes very tedious and leads to very little.

Also, for a ‘fairy tale’ it would have been nice to have some kind of message or moral at the end. 

Once Curly is introduced Grant spends the film hanging out with Pinky and is ready to reveal to the press of his amazing discovery. This would be quite easy if any of the reporters took ten seconds to peek in the shoebox. But for no reason other than to cause an obstacle in the story, they don’t!

Meanwhile Blair refuses to cooperate with Flynn and allow Pinky to become his partner. So some screwball antics have to be put into play to resolve this conflict. It’s a very drawn out, unfunny scheme with Pinky threatening to kill himself if she doesn’t allow him to see Flynn. In the end, she agrees – and just like that she’s onboard, no longer has qualms about Flynn and supports the showbiz career of Curly. It’s another issue for Flynn that abruptly comes and goes.

Cary-Grant-Janet-Blair-fantasy-Once-Upon-A-Time-1944Eventually, Curly does become headline news. Now scientists are questioning the validity of these stories of a dancing caterpillar. However, they too refuse to look in the shoebox to witness him dancing and prefer to examine him. Why don’t they want to look in the box…..I guess to create a problem for Grant and Pinky, which leads to an annoying long drawn out scene of the scientists looking at Curly. Of course they eventually see Curly dance and declare he is a true dancing caterpillar. 

Do you see how convenient all these hackyneyed problems occur and how quickly they’re fixed? If people just looked in the shoebox all the problems in the first half of the movie would be solved and we could focus on something more interesting. It’s a shame they couldn’t have come up with more creative problems for this promoter and his client than just people refusing to take a glance at Curly.

Cary-Grant-Ted-Donaldson-Once-Upon-A-Time-1944-dancing-caterpillarThe second half of the film is when Disney steps in and offers to buy Curly for enough money that would allow Grant to keep his theater. It’s very conventional story thread and tries to pull at your heart strings of Flynn betraying the promise he make to Pinky of never selling Curly. It just doesn’t work.

There hasn’t been enough emotional connection made between the two to make Flynn’s betrayal anything other than playing like a clichéd story where we know how things will end. Will we care….well, I didn’t. In fact, the resolution to patching up Flynn and Pinky’s fractured friendship isn’t even satisfyingly concluded.

It is very strange. Flynn and Pinky don’t seem to form a relationship that each really needs in their lives and they learn something from each other. The threat of the bank taking his theater away just vanishes! Soon after Flynn loses it, the banker tells him, “Nah, we’re going to give it back to you.” Flynn doesn’t have to sacrifice anything or seemingly learns a lesson from his experience with Pinky and Curly.  

The whole film is very perplexing. That’s why I think using the description of it being “an outline of a story” seems appropriate. 

The film tries to be equal parts drama, comedy and a tearjerker. All of those elements are sorely lacking in Once Upon A Time. The usual colorful supporting characters that fill out the frame in a Capra film are badly absent here. There’s no satiric take on showbiz or anything with the unusual story of a country being fascinated by a dancing caterpillar. It mainly sticks with a boy caring for his pet caterpillar and it follows a very conventional path of a story. 

Once-Upon-A-Time-1944-Cary-Grant-worst-movie-film-caterpillar-fantasyThe movie’s tagline – “It’s different, It’s whimsical! It’s chucklesome!“, is kind of accurate. The film is all of those I suppose, but it’s not exactly entertaining, amusing or very funny.  

I couldn’t help but think about what better places the story could have gone. How about Flynn has one final week with his theater, so he has Curly perform there ! We get to see how he has to figure out how to present the little Curly in the huge theater so audiences can see him. A big spotlight is put in front of Curly, his shadow is projected on a big-screen and audiences are stunned to watch him dance to an orchestra playing ‘Yes Sir, That’s My Baby’. Curly attracts crowds, is the talk of the town, he earns Flynn enough money to pay off his debts. 

Ted-Donaldson-Cary-Grant-Once-Upon-A-Time-1944-comedy-dancing-caterpillarThat seems like a much amusing way to take the story and opens up more opportunities for that magical fairy tale story the movie should have. Grant is playing Mr. Broadway! You have a dancing caterpillar, well, you have to have a show and get him to perform for audiences.

BUT Flynn and Pinky continue to carry around Curly in his shoebox, talking to the press and having scientists examine him.

If he wasn’t planning on having Curly perform to an audience, I just didn’t understand how Flynn planned on making any money off him, other than selling him, which he promised he would never do – but of course that’s the eventual conflict that happens once Disney makes him an offer.

Many might feel cheated that the film never shows Curly, but I think it was one of the better choices it makes. It keeps our imagination running. The final scene kind of hints at what a dancing caterpillar in 1944 might’ve looked like had they tried to create one with effects and it reinforced, to me at least, that it was better they kept the camera focused on people reacting to him rather than actually showing Curly.

Without a visible talented caterpillar on the screen, the human characters should’ve been more of the focus, but sadly they were given no attention either. On second thought, maybe they should have shown us Curly. He would have been at least been something to be engrossed by, because all the characters fall flat. The film does have a nice cute ending, but it’s a long, wearisome road to get to the momentary payoff.


As for the cast, well Donaldson is fine and it’s nice he doesn’t look like the usual Hollywood child actor. Gleason does his usual cranky act and goes through the motions of being Flynn’s trusted righthand man.

Blair is given the least amount to do! If you want to talk about one-dimensional characters, her Jeannie is just a presence to react off of Grant while she wears nice clothes and hats. I’m still not completely sure if there was meant to be a romance between her and Grant. We see they went out to dinner and she is suddenly liking him, but….I don’t know.

Once-Upon-A-Time-1944-dancing-caterpillar-film-movie-Cary-GrantAccording to IMDB, Rita Hayworth was originally assigned the role of Jeannie Thompson in the film. She refused to do it and as a result was placed on a nine week suspension without pay by the head of Columbia, Harry Cohn. That’s when Blair came in and replaced her.

Watching the film now, Hayworth was probably smart to accept a suspension rather than playing in the film. It’s an extremely thankless part and wouldn’t have done her career any favors.

As for Grant, he’s just gets to show up looking like Cary Grant for a role that doesn’t give him anything to do. Now, I’m not sure how accurate this is, but I did find information saying that in October 1942 Columbia announced that Humphrey Bogart and Rita Hayworth were originally set to star. (I would’ve loved to have seen Boagart in a film like this!) Filming was delayed, resulting in Bogart pulling out and being replaced by Brian Donlevy. Then Donlevy’s contract was cancelled and Grant expressed interest in the film.

I find all these ‘behind-the-scenes’ stories fascinating. These ‘what if’ casting possibilities that could have happened with films is fun to think about. I don’t know for certain if Grant actively sought the lead role, but after learning about Hayworth refusing to act in the movie, I have to wonder if Grant was also “assigned” or pushed into doing the film. I could believe that, since I don’t really see any other reason why Grant would independently choose to star in such a trivial project. Maybe he thought it would be better than how it turned out or maybe he just had some extra time on his hands to squeeze in.

Cary-Grant-in-Once-Upon-A-Time-1944-dancing-caterpillarIn the end, I’m not sure what the true story is. 

After a few startled looks, Grant goes through the movie with his usual charm and dashing looks, but is just unable to generate any kind of fun throughout. It levels into a very dull movie-watching experience and his charm can’t enliven things. It’s no surprise Once Upon A Time has fallen into the cracks of ‘Forgotten Cinema’. 

I have seen Once Upon A Time ranked as one of Grant’s worst films by some. It’s on the lesser side for sure. I can’t say it’s as bad as Kiss Them For Me – a Grant film I really dislike but I have no desire of watching Once Upon A Time again.

Grant isn’t the problem. He could move from screwball comedies, dramas, Hitchcock thrillers with complete ease. There’s no doubt he could have excelled in this fantasy film, (heck he was in the successful The Bishop’s Wife which many liked, not one of my favorites though). The script simply is not good and doesn’t give him anything to work with it.

Once-Upon-A-Time-1944-Cary-Grant-Janet-Blair-fantasy-comedy-filmOne final interesting thing about the film is how much of a time capsule of 1944 it is. Not only how it was meant to be a ray of sunshine in the clouds of war, but also the inclusion of popular pop culture artifacts and personalities from the era. Along with Disney, radio presenter Gabriel Heater plays himself (he was a rival to Walter Winchell). There’s references to Superman and Fred Astaire. Hat lovers will be taken by Blair’s lovely hats she wears. It was the one part of the movie that my girlfriend reacted to while we watched this. So, that’s something.

I also noticed a bandage on Grant’s ring finger throughout the film. I assumed it was there to cover his wedding ring from his marriage to Barbara Hutton. It really started to stick out to me and was noticeable in certain shots. I don’t remember seeing Grant cover up his wedding ring in any of his other films. I’m not sure why he wouldn’t just take it off, but it became something for me to look for while watching this. 

Once Upon A Time might have been intended to be a fantasy-type of story like Miracle on 34th Street, The Wizard of Oz or a feel good Capra-type of film, but it doesn’t come anywhere near capturing the magical allure, the innocence or humor to make it work. 

Once-Upon-A-Time-1944-Cary-Grant-worst-film-movieYep, it is a very odd film, but I think it’s worth checking out for hardcore fans of Grant. I had hoped to say this was underrated, hidden gem of a movie, but I can’t. It does show that even Grant had some misfires in his career and this was quite a bizarre one.

Some might get pulled into it, but for me I think it was a missed opportunity that might’ve resulted in a warm, uplifting, childlike fantasy classic people would remember and we’d still be watching during the holidays. But no. Once Upon A Time is pretty poor. 

I haven’t been able to find a trailer for the film, but here’s a clip from Once Upon A Time.

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