Marvin Gaye/Mary Wells
 Written by: Clarence Paul/Dave Hamilton/William "Mickey" Stevenson/Barney Ales

 Once upon a time I almost lost my mind
 I was lonely, so lonely
 Once upon a time

 Hoping every day things would go my way
 Then you came into my life
 Now everything is fine

 I never knew what love could do till I met you
 Now everything is oh so cozy
 Now my skies are blue all because of you
 I'm so glad; I was lonely
 Once upon a time