A reviewer of Allmusic awarded the album two stars out of five, stating "John Abercrombie's 1989 release Upon a Time is, as the subtitle points out, an album of duets, mostly with bassist Mel Graves and drummer George Marsh. While bass and drum solos are often the punchlines of musical jokes, Graves and Marsh are skilled players with enough good taste to keep the flashiness to an interesting minimum. As for guitarist Abercrombie, his playing is typically brilliant, whether picking out the traditional melody of 'My Scottish Heart' or moving into a more impressionistic sonic arena in tracks like 'In the Woods' or 'Chuck Man Rivers.' Earthier and more expressly jazz-based than many releases on the ECM-affiliated New Albion label, Upon a Time is a satisfying, richly rewarding album."[2]
All tracks are written by John Abercrombie and George Marsh except where noted
| Title | Writer(s) |
|---|
| 1. | "My Scottish Heart" | | 5:30 |
|---|
| 2. | "Muchacha Dorada" | | 5:37 |
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| 3. | "Upon a Time" | Abercrombie | 3:10 |
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| 4. | "In the Woods" | Marsh | 6:10 |
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| 5. | "Demi-Saison" | Abercrombie | 3:38 |
|---|
| 6. | "Baby Lucille" | | 5:56 |
|---|
| 7. | "Vincent" | | 8:23 |
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| 8. | "Count" | | 2:53 |
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| 9. | "Chuck Man Rivers" | | 2:39 |
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| 10. | "Camel Walk" | Abercrombie | 4:21 |
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| 11. | "Play It Again" | Marsh | 2:50 |
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| 12. | "Moonfire" | Graves | 2:30 |
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| 13. | "Gypsy Wand Song" | Graves | 5:56 |
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| 14. | "McNabb the Crabb" | Graves | 2:19 |
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| 15. | "Chelsea Bridge" | Billy Strayhorn | 5:48 |
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| 16. | "Lullaby of the Leaves" | Bernice Petkere, Joe Young | 2:34 |
|---|
| Total length: | 01:09:11 |
|---|
- John Abercrombie – electric guitar, mandolin, mando-guitar, piano
- Mel Graves – double bass, bass guitar
- George Marsh – drums, percussion, thumb piano
