Once upon a time (Once u-pon a / Time so long ago) We played in harmony) (Playing, playing / Happy all the time) Spanky, Spud and Stymie (Spanky, Spud and / Stymie I did know) A pup named Pete and me (Here boy, Petey / They were pals of mine) Motley friends we made (Motley friends we / Made forever and) And happy songs we sang (Happy songs we / Sang together, oh) I recall those good old days (I recall those good old days) With you and all our gang (With you and all our gang) I can see chases, turns and twists (I can see chases, turns and / Twists around the bend) And mischief made for fun (Mischief made for / Fun, fun, fun all day) Old man shakes his fist (Old man shakes his / Fist and frowns again) As the little rascals run (Little rascals / Run, run, run away) Secret pranks we played (Secret pra-nks / Not a sound and then) That ended with a bang (Ended with a / With a great, big bang) Such a ball, those good old days (Such a ball, those good old days) With you and all our gang (With you and all our gang) Calendar leaves falling down (Weep-wow) Tossed by the wind all around (Weep-wow) Seasons have passed away (Seasons / Passing away from me) (Ooh, passing a- / Way, a-way) (Seasons / Pass a-way) Once there were skies that were clear (Weep-wow) Now, like the face in the mirror (Weep-wow) Ev'rything's gone to gray (Ooh, ah / Ev'rything's gray to me) (Ooh, ev'rything's / Gray, so gray) (Ooh, ah / Gray, so gray) Gray, like the state that I'm in (Weep-wow) Dreaming of where I have been (Weep-wow) Fearful of where I'm bound (Fearful of where I'm / Bound) (Fear, Fearful of / Where I am bound) (Fearing / Where I am bound) Scattered about on the ground (Weep-wow) Calendar leaves falling down (Weep-wow) Time has traced its tears Where once I gazed and smiled Faces show the years Yet my heart remains a child Dreaming in the shade While distant school bells rang Leaves must fall like good old days With you and all our gang