Once Upon A Rainbow is a tale told by a homeless woman named Estelle, who stumbles upon a newspaper article about violence in her city. She tells the story to the audience but because the ending of the article is missing, she decides to make up the ending. The story she tells is about "Babylon Place" a neighborhood full of poverty, crime and inequality. A mysterious young boy named "Avatar" arrives in the neighborhood and may have the power to change everyone's lives.  Once Upon A Rainbow features songs such as "Continued On Page Ten", "Sundown On Babylon Place", "Snow On The Roof", "The Deadly Seven" and "You Helped Me Remember The Rainbow" The show was called "The most important show of the year" by a local critic.