It's Only A Paper Moon
Benny Goodman and His Orchestra Lyrics


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Say, it's only a paper moon
Sailing over a cardboard sea
But it wouldn't be make-believe
If you believed in me

Yes, it's only a canvas sky
Hanging over a muslin tree
But it wouldn't be make-believe
If you believed in me

Without your love
It's a honky tonk parade
Without your love
It's a melody played in a penny arcade

It's a Barnum and Bailey world
Just as phony as it can be
But it wouldn't be make-believe
If you believed in me

Say, it's only a paper moon
Sailing over a cardboard sea
But it wouldn't be make-believe
If you believed in me

Yes, it's only a canvas sky
Hanging over a muslin tree
But it wouldn't be make-believe
If you believed in me

Without your love
It's a honky-tonk parade
Without your love
It's a melody played in a penny arcade

It's a Barnum and Bailey world
Just as phony as it can be
But it wouldn't be make-believe
If you believed in me

It's phony it's plain to see




How happy I would be
If you believed in me

Overall Meaning

The song "It's Only a Paper Moon," originally composed by Harold Arlen with lyrics by E.Y. Harburg and Billy Rose in 1933, has been performed by many artists, including Ella Fitzgerald and Nat King Cole. The song's lyrics are about the power of belief and imagination to transform reality. The first verse describes a paper moon sailing over a cardboard sea, but the singer suggests that it would be real if the listener believed in them. The second verse suggests that the canvas sky hanging over a muslin tree wouldn't be make-believe if the listener believed in the singer.


The chorus emphasizes the importance of love in creating a magical world. Without love, the world is a honky-tonk parade, and the music of life is played in a penny arcade. The song ends with the singer stating that the world is phony and that the only way to be truly happy is if the listener believes in them.


The song's message encourages listeners to use their imagination to create a better world. This was particularly important during the Great Depression when many people were struggling to make ends meet. The song became a popular hit, with many other artists recording their own versions of the song. The lyrics continue to be popular and resonate with listeners to this day.


Line by Line Meaning

Say, it's only a paper moon
Let me clarify that this is just a paper-made moon


Sailing over a cardboard sea
The sea that the paper moon is sailing over is not real, just made of cardboard


But it wouldn't be make-believe
However, this situation wouldn't be fictional


If you believed in me
Everything could be real, just believe in me


Yes, it's only a canvas sky
I acknowledge that this is only a canvas sky


Hanging over a muslin tree
The tree under which the canvas sky is hanging is made of muslin


But it wouldn't be make-believe
But, once again, it doesn't need to be a fiction


If you believed in me
Just trust in me and let's make this real


Without your love
If there's no love from you


It's a honky tonk parade
Everything around me looks like a noisy, rowdy party


Without your love
If I don't have your love


It's a melody played in a penny arcade
Then, everything becomes a repetitive sound of music, like in a penny arcade


It's a Barnum and Bailey world
The whole world looks just like from the Barnum and Bailey circus shows


Just as phony as it can be
And it's all as false as it could ever be


But it wouldn't be make-believe
But, again, let's get back to reality and make it genuine


If you believed in me
Please, just trust me and we can turn it all into the real thing


Say, it's only a paper moon
Once more, please understand that this is just a made-up moon


Sailing over a cardboard sea
And it's sailing over a sea made of cardboard


But it wouldn't be make-believe
Still, it could be turned into a reality


If you believed in me
Just as long as you believe in me


Yes, it's only a canvas sky
I insist, this sky is just painted on canvas


Hanging over a muslin tree
It's hanging over a muslin-made tree


But it wouldn't be make-believe
But, all fantasy aside, it could become reality


If you believed in me
If you just trusted me and believed in me


Without your love
Without your love, without your trust


It's a honky-tonk parade
Everything around me is a jumble of noise and confusion


Without your love
Without your affection


It's a melody played in a penny arcade
Everything appears as a dull, repetitive sound of music


It's a Barnum and Bailey world
The world is just another Barnum and Bailey circus show


Just as phony as it can be
Once again, it's all full of falsehood


But it wouldn't be make-believe
Except, everything could be possible


If you believed in me
Just if you trusted me and believed in me, it all could be real


It's phony it's plain to see
It's undoubtedly pretentious and fake


How happy I would be
But if you just trusted me and believed in me, I would be extremely happy


If you believed in me
Once again, it all comes down to your trust and faith in me




Lyrics © S.A. MUSIC, Warner Chappell Music, Inc.
Written by: Billy Rose, E. Y. Harburg, Harold Arlen

Lyrics Licensed & Provided by LyricFind
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Comments from YouTube:

Hungry Dragon Vs Frightend Hobbit

I've got this original record in glorious 78 rpm shellac. It's fantastic.

Asko Varjorinne

Good old Benny thank´s to memories!!!🎶🎶💫💫

K Hussein

Awesome!

Rube Waddell

My son used to hate it when he was a little tacker and we were out in public and I would randomly start singing this song.

Mario Malnati

Thank god you made another channel!

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