It's Only A Paper Moon
Paul Whiteman & His Orchestra Lyrics


Jump to: Overall Meaning ↴  Line by Line Meaning ↴

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

Paul Whiteman's "It's Only A Paper Moon" is a classic tune that expresses the power of believing in someone or something. In the first verse, the singer acknowledges that the world is often just an illusion, like a "paper moon" sailing over a cardboard sea. However, he asserts that it is not make-believe if someone truly believes in him. He is encouraging the listener to trust in him and his promises, to have faith, and believe that what may appear to be fake or unreal can become real if they share his beliefs.


The chorus emphasizes the same message, that without love and support, life can be a meaningless parade or a cheap penny arcade. However, if the listener believes in the singer and his promises, they can transcend the fake world around them, and it wouldn't be make-believe anymore. The final verse brings the same idea to its conclusion, by stressing how much happier the singer would be if he had the listener's belief and trust.


Line by Line Meaning

Say, it's only a paper moon
Acknowledging that what we see is not real


Sailing over a cardboard sea
The reality we know is artificial


But it wouldn't be make-believe
Although it seems unreal, it can be made real


If you believed in me
With faith and trust, the impossible can be overcome


Yes, it's only a canvas sky
The world we see is a mere fabrication


Hanging over a muslin tree
Even nature has been made up


Without your love
Without a connection, life loses its meaning


It's a honky tonk parade
Life is filled with noise and chaos


It's a melody played in a penny arcade
Life can be repetitive and dull


It's a Barnum and Bailey world
Life is like a circus, full of spectacle


Just as phony as it can be
Everything around us is fake


But it wouldn't be make-believe
Through the power of belief, the unreal can become real


If you believed in me
Believing in someone can make all the difference


It's phony it's plain to see
This falseness is obvious to us


How happy I would be
The singer wishes for something more genuine and fulfilling


If you believed in me
Finding happiness and meaning through the belief of others




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:

@mikekennedy4572

Love this song from the movie. Paper Moon with Tatum and Ryan O'Neal is one of my favorites.

@debbiewhite8770

So clean and clear, 78prof ! Like others here, it is my favorite rendition of this song, not least because it is part of the Paper Moon soundtrack - my favorite film of ALL TIME. It really does sound wonderful. Thanks so much for making it available to us !

@the78prof72

Glad that you like it, Debbie.

@Imforthewhales

I love that movie too .

@JulianCinefilo12

Hermosa película, lastima que en la actualidad no tenga tanto reconocimiento

@johnnypastrana6727

I keep coming back to 'Paper Moon' also Debbie...Ryan O'Neal coached up his daughter in that movie and she won an Oscar and had a big payday.
"Paper Moon" will always be a classic and stand the test of time for those people who walk the earth with a heart. ♥

@denisemarie6029

The 1973 movie got me digging all of these tunes. I’m old at 59 but we need to get our grandkids to appreciate this stuff! Love you, always Tatum! Please stay well! 💝

@aylamiller5752

59 isn't old at all! My mommas 58 and had me at 40!

@darylkik6204

Best version of the song. I lived in Hays Kansas for a while and the residents spoke of where they filmed Paper Moon and most of them played background extras. Great movie and Song. I was 19 when I first saw the movie and heard the song.

@johnnypastrana6727

Those folks did a great job...an over the top classic...as rare as blue roses.

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