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

The song 'It's Only a Paper Moon' talks about the power of love to make something real out of what could otherwise be seen as false or fake. The imagery of a paper moon sailing over a cardboard sea and a canvas sky hanging over a muslin tree denote a sense of make-believe or artificiality. However, the singer argues that if the person they are addressing would believe in them, everything would become real. The lines "Without your love, it's a honky-tonk parade / It's a melody played in a penny arcade" and "It's a Barnum and Bailey world, just as phony as it can be" reinforce the theme of the artificial and the unreal.


The song makes a case for the transformative power of love, both in the personal and wider contexts. It suggests that love can change the way one sees the world, and even transform the world itself into something more real and meaningful. The repeated refrain "It wouldn't be make-believe if you believed in me" reminds the listener of the crucial role that belief and trust play in relationships.


Line by Line Meaning

Say, it's only a paper moon
I'm telling you, this isn't real, just a paper moon -


Sailing over a cardboard sea
floating over a sea of cardboard -


But it wouldn't be make-believe
This would be real -


If you believed in me
if you trusted me -


Yes, it's only a canvas sky
I understand it appears to be the sky made of canvas -


Hanging over a muslin tree
Drifting above a tree embroidered with muslin, but... -


Without your love
When I am without your affection -


It's a honky-tonk parade
everything becomes like a loud, unrefined party -


It's a melody played in a penny arcade
like an out-of-tune song played in a crappy amusement arcade -


It's a Barnum and Bailey world
This is entirely fabricated, like the Barnum and Bailey Circus -


Just as phony as it can be
Everything is completely fake here -


But it wouldn't be make-believe
But this would be real -


If you believed in me
if you just have faith and trust in me -


It's phony it's plain to see
It's obvious this is all fake -


How happy I would be
I can't tell you how happy it would make me -


If you believed in me
if you just had faith in 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
To comment on or correct specific content, highlight it

Genre not found
Artist not found
Album not found
Song not found
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.

More Comments

More Versions