Once upon a time I was on my own
Once upon a time like you've never known
Once upon a time I would be impressed
Once upon a time my life would be obsessed

Once upon a time, once upon a day
When I was in my prime, once along the way
If you want to know my secret don't come runnin' after me
For I am just a painter passing through in history

Yesterday is gone, yesterday's alright
Yesterday belongs in my dreams at night
Yesterday is swell, yesterday is great
Yesterday is strong, remembering can wait

Once upon a time, once upon a day
When I was in my prime, once along the way
If you want to know an answer I can't turn your life around
For I am just a painter passing through the underground

I was in my stride, always at my game
Here comes mister cool along the walk of fame
I was in demand, always in control
The world was in my hands, my touch had turn to gold

Once upon a time, I was in a daze
When I was in my prime, once along the way
If you want to know my secret don't come runnin after me
For I am just a painter passing through in history

Now that I am old, let me rest a spell
All that I am told, I can never tell
Never in my life, never will it pass
I am still alone, remembering at last

Once upon a time, once upon a day
When I was in my prime, once along the way
If you want to know an answer I can't turn your life around
For I am just a painter passing through the underground
If you want to know my secret don't come runnin after me
For I am just a painter passing through in history