A showman Jerry Flynn has to find a new sensation to save his production from getting closed. He has a warning from the theatre owner to make matters worse. As he is looking out for a ‘sensation’ through which he can make money, he comes across a boy named ‘Pinky’ and discovers a dancing caterpillar ‘Curly’ with him.

Curly was not a usual caterpillar; it could dance. Looking at this, Jerry is convinced about the dancing caterpillar being the rescue agent.

The mean-minded that he is, he promises Pinky to make ‘Curly’ a superstar and Pinky agrees on one condition that, he wouldn’t be selling ‘Curly’ at any cost.

As he fights with Pinky’s elder sister, played by Janet Blair over this issue, Jerry secretly deals with Walt Disney after ‘Curly’ was perceived as a big jackpot.

The rest of the movie is a series of incidents that make ‘Curly’ very popular, much to Jerry Flynn’s delight, played by Cary Grant. ‘Curly’ had become so popular that one of the war planes was painted with Curly’s picture.

The controversy with the caterpillar and its ability to dance arouses a lot of attention with the scientists as they challenge to undermine the caterpillar’s ability.

Amidst events, Pinky becomes aware of Jerry’s intentions, and the movie culminates with Jerry understanding the kid’s sentiments and allows ‘Curly’ to have a life of its own.

Once Upon a Time, released in 1944, was a disaster due to its lousy screenplay. Directed by Alexander Hall, this movie failed to capture the minds of the audience.