Clouds were a highly influential Scottish prog-rock band formed in Edinburgh in the mid-1960s. Under their original name 1-2-3, the band gained attention in London's underground scene, especially at The Marquee Club in 1967. Their sound was ahead of its time--melding classical, jazz, and rock influences with no lead guitarist, and Billy Ritchie taking centre stage on keyboards. Ritchie's flamboyant, frontman-style organ work would later inspire keyboardists like Keith Emerson. In 1968, under the guidance of Brian Epstein's NEMS agency and Terry Ellis (who would go on to co-found Chrysalis), they changed their name to Clouds. They were the first band signed to Chrysalis Records and were early architects of progressive rock, predating many better-known acts of the genre. Though short-lived, Clouds are now seen as pioneers of the progressive rock movement. Their innovative structure, particularly Ritchie's role as a lead keyboardist, helped pave the way for bands like Yes, ELP, and Genesis.

Once Upon A Time - The Collection: includes their three studio albums The Clouds Scrapbook (1969), the band's debut album, which blends psychedelic pop with early progressive rock elements, Watercolour Days (1971), their second album, which showcases a more refined sound, , along with the US-only release Up Above Our Heads (1970). The set comes with 23 previously unreleased tracks, pulled from the vaults and a wealth of additional rare material. Featuring singles, B-sides and previously unheard demos, providing a complete picture of the band's brief but influential career. At the centre of the package is a booklet featuring new essays from all three original band members: Billy Ritchie, Ian Ellis and Harry Hughes along with never-before-seen photographs and rare ephemera. All housed in a CD sized hardback sleeve with booklet.