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All American: Once upon a Time

All American: Once upon a Time, 50 Years Ago

By Peter Filichia —

Broadway overtures certainly let you know early on what The Expected Hit Ballad will be. Usually, after a rousing fanfare that previews The Most Stirring Songs, everything calms down so that we can hear The Most Beautiful Song.

It happens in the famed overture to Gypsy. “Small World,” which indeed turned out to its biggest ballad hit, gets more than a half-minute of the overture. “Make the Man Love Me,” the not-quite-hit from A Tree Grows in Brooklyn, is allotted more than a minute. And lest anyone be confused that the title song of On a Clear Day You Can See Forever was supposed to be its Big Hit, the song is not only given a startling 1:20 of the overture, but a chorus is brought in to sing it, too.

Compare this to “Once upon a Time,” which turned out to be the
Big Hit from All American, the 1962 musical that had music by Charles Strouse, lyrics by Lee Adams (who’d just had a hit with Bye Bye Birdie) and book by, yes, Mel Brooks. Although this week the show marks its 50th anniversary of its March 19, 1962 opening, one can still every now and then hear someone sing, “Once upon a Time (a girl with moonlight in her eye).”

In fact, thanks to a Tony Bennett recording, the song has sold more than a million records. Granted, that was on a technicality: what people were really buying in those days of two-sided single records was “I Left My Heart in San Francisco.” But apparently enough people turned over the disc to hear what else Bennett had to offer. “Once upon a Time” became a hit in its own right, which is why Bennett, when compiling a song list for his third volume of Greatest Hits, included “Once upon a Time.”

Strouse and Adams didn’t specifically write the song for All American, but had penned it years earlier at Green Mansions, the resort where many ‘50s songwriters with Broadway ambitions learned their craft. Six years before All American, Strouse and Adams had put the song in What’s the Rush? a revue that had played Long Island. But when they were readying All American, they found that the song would well suit Stanislaus Fodorski (Ray Bolger), the new engineering professor at Southern Baptist Institute of Technology, and Dean Elizabeth Hawkes-Bullock (Eileen Herlie), as they ruminated on past loves.

And yet, how much did Strouse, Adams, orchestrator Robert Ginzler or whichever musician assembled the overture believe in “Once upon a Time”? Let’s look at the three-minute, twenty-two second overture and see.

After the initial flourish that overtures always employed to say, “Here comes a great big Broadway show,” we segue into “What a Country!” It would be the first centerpiece song for Bolger, the immigrant who is so overwhelmed with all he sees as he travels on a train from New York to down south. That song gets twenty-five seconds here – and later got the attention of Amtrak, which used it as a theme in a commercial.

Next up is “Our Children,” the plaintive song that Fodorski and Hawkes-Bullock sing to establish that they love their job of teaching the students. It’s quite pleasant and lovely, and no one could begrudge its eclipsing “What a Country!” by a full ten seconds, as it comes in at thirty-five seconds.

It gives way to “It’s Fun to Think,” the percussive tune in which Fodorski reaches his students. It’s a nice little piece, and sixteen seconds seems right for it.

But only now does the overture get around to “Once upon a Time” – and for all of twenty seconds. Granted, some overtures have completely missed some of their shows’ biggest ballads: “And This Is My Beloved” from Kismet and “I’ve Grown Accustomed to Her Face” from My Fair Lady come immediately to mind. But if All American did believe it had a hit waiting to be born, its overture gives “Once upon a Time” awfully short shrift.

What’s astonishing is that the next cut gets forty-three seconds – more than twenty percent of the overture. It’s “Nightlife,” in which a coed yearns for just that after being grounded for stalking a young man, Edwin Bricker, that she wants to know. “I need a moon, and a Cole Porter tune,” she insists. Actually, the lass — who’s really Bye Bye Birdie’s Kim McAfee gone to college – would have actually sung, “I need a moon, and a Fabian tune.” But eliminating Porter wouldn’t have allowed Adams to write, “Those beguines don’t begin to beguine in the afternoon.”

By the way, the coed’s name is Susan Johnson. You think with a real Susan Johnson still very much active on Broadway – a performer with the same name was the original Cleo in The Most Happy Fella — the collaborators would have picked a different surname. Or perhaps they knew that that Susan Johnson had already retired from Broadway. After doing five Main Stem musicals in nine years, she never returned.

After “Nightlife,” we get thirty-three seconds of the school’s “Fight Song,” sung during college football games, and heard in “Physical Fitness.” Many a true college hasn’t had a song as spirited to rally on their troops.

The overture ends with a sixteen-second reprise of “What a Country!” in the usual coming-full-circle structure that overtures had.

There’s plenty more to enjoy in All American. “Melt Us,” which a bunch of immigrants sing when first arriving, is an excellent ragtime. “We Speak the Same Language” has Fodorski and Bricker express a sentiment not often found in musicals: friendship at first sight. “I’m Fascinating” is Bolger’s eleven o’clock number. The creators were wise enough to allow room for that little “heh-heh-heh-heh” for which Bolger had become famous fourteen years earlier, when he did his other famous “Once” show song: “Once in Love with Amy” in Where’s Charley? And while we can’t see Bolger doing his trademark tap dancing, we can enjoy hearing two-and-a-half minutes of it in this number.

Strouse and Adams, hot off their 1960 sleeper success of Bye Bye Birdie, suffered the sophomore jinx – as so many have after debuting with a hit. Nevertheless, whenever Charles Strouse is asked to perform at a party, you’ll hear him sing and play “Put on a Happy Face,” “Tomorrow,” the theme from All in the Family, — and “Once upon a Time.” Every time.

As for Mel Brooks, he can’t be unhappy that he worked on All American. For it was during the troubled tryout that he thought, “What if someone actually set out to purposely overcapitalize a musical that he knew would flop and take all the remaining money that investors wouldn’t expect back?” Six years later, he won an Oscar for The Producers, and 39 years later, a few Tonys for it, too.

So the show that set out to be a hit but was a flop — but spurned an idea for a hit – still lives thanks to that original cast album. So much for Professor Fodorski’s assertion that “once upon a time never comes again.”

Peter Filichia also writes a column each Friday at;. His books on musicals are available at