The song discussed how the two narrators felt lonely until they met each other referring to their past as it happened "once upon a time".
Cash Box described it as "a most attractive shuffle-beat cha cha romancer" and an "excellent instrumental showcase."[2]
The duo of Gaye and Wells would never be able to promote the record as Wells had already left the label at the time of its release. Gaye himself wouldn't perform it until his final concert tour, the Sexual Healing Tour, in 1983, rearranging it as a slow quiet stormballad to the delight of his fans.
"Once Upon a Time" brought simultaneous top forty pop success for the duo as the single hit number nineteen while its b-side, "What's the Matter with You Baby" peaked at number seventeen on the pop singles chart.[1][3]
