It's Only A Paper Moon
Hal Kemp 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" by Hal Kemp and his Orchestra, first appeared in the 1930 musical "The Great Magoo". The song's lyrics express that reality is subjective and that, with the right mindset, even the most basic things or situations can be magical. The paper moon and canvas sky may seem fake in the real world but with the belief in someone's love, it could become real. The phrase "It's only" in the refrain repeats the message that what may seem insignificant or unimportant can take on a deeper meaning with the right perspective or outlook.


In the second half of the song, the lyrics discuss the negative impact of not having love. The music transforms from a light and playful tune to a somber melody, giving a sense of loss and loneliness. The phrase "It's a honky-tonk parade" and "melody played in a penny arcade" reflects a jovial facade hiding true sadness. The song concludes with a plea for belief, the singer yearns for the listener to have faith in them, for without that, the world is nothing more than "a Barnum and Bailey" a fake world of circus performing, and it is not as enjoyable.


Line by Line Meaning

Say, it's only a paper moon
Let me tell you, this moon is made of paper


Sailing over a cardboard sea
It's floating over an ocean made of cardboard


But it wouldn't be make-believe
But it wouldn't be imaginary


If you believed in me
If you trusted me


Yes, it's only a canvas sky
Yes, this sky is just a painting


Hanging over a muslin tree
Suspended over a tree made of muslin


But it wouldn't be make-believe
But it wouldn't be imaginary


If you believed in me
If you trusted me


Without your love
If I didn't have your love


It's a honky-tonk parade
It's a rowdy and tacky party


Without your love
If I didn't have your love


It's a melody played in a penny arcade
It's a tune played by a cheap music player


It's a Barnum and Bailey world
It's a circus, a showy world


Just as phony as it can be
It's as fake as it gets


But it wouldn't be make-believe
But it wouldn't be imaginary


If you believed in me
If you trusted me


Say, it's only a paper moon
Let me tell you, this moon is made of paper


Sailing over a cardboard sea
It's floating over an ocean made of cardboard


But it wouldn't be make-believe
But it wouldn't be imaginary


If you believed in me
If you trusted me


Yes, it's only a canvas sky
Yes, this sky is just a painting


Hanging over a muslin tree
Suspended over a tree made of muslin


But it wouldn't be make-believe
But it wouldn't be imaginary


If you believed in me
If you trusted me


Without your love
If I didn't have your love


It's a honky-tonk parade
It's a rowdy and tacky party


Without your love
If I didn't have your love


It's a melody played in a penny arcade
It's a tune played by a cheap music player


It's a Barnum and Bailey world
It's a circus, a showy world


Just as phony as it can be
It's as fake as it gets


But it wouldn't be make-believe
But it wouldn't be imaginary


If you believed in me
If you trusted me


It's phony it's plain to see
It's obviously fake


How happy I would be
I would be very happy


If you believed in me
If you trusted me




Lyrics © S.A. MUSIC, BMG Rights Management, Universal Music Publishing Group, Downtown Music Publishing, Warner Chappell Music, Inc.
Written by: Billy Rose, E. Y. Harburg, Harold Arlen

Lyrics Licensed & Provided by LyricFind
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