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