Broadway Opening: October 21, 2004
Music: Mark Schoenfeld, Barri McPherson
Lyrics: Mark Schoenfeld, Barri McPherson
Book: Mark Schoenfeld, Barri McPherson, Timothy J Boynton

Good Crowd Goin'..., A * Heart Behind These Hands * Thank You, Scene One * Christmas Makes Me Cry * Not a Sound * Brooklyn Grew Up * Creating Once Upon a Time * Once Upon a Time * Witness to History, A * Superlover * Challenge, The * Brooklyn in the Blood * Brooklyn Grew Up * Magic Man * Once Upon a Time * Love Was a Song  * I Never Knew His Name * Truth, The * Does Anybody Wanna Buy a Memory? * Raven * Sometimes* Madison Square Garden * Love Me Where I Live * Love Fell Like Rain * Magic Man * Streetsinger * Once Upon a Time *Heart Behind These Hands