Once Upon a Time is a 1944 fantasy film. Cary Grant plays a conniving showman who needs money desperately to save his theater. To do so he promotes a nine-year-old boy's dancing caterpillar. Starring Cary Grant as Jerry Flynn - Janet Blair as Jeannie Thompson - James Gleason as McGillicuddy / the quot;Mokequot; - Ted Donaldson as Arthur quot;Pinkyquot; Thompson - William Demarest as Brandt.