Twice Upon a Time
Twice upon a time poster
Film information
Directed by: John Korty
Charles Swenson
Produced by: Bill Couturié
George Lucas (Executive producer)
Written by: John Korty
Charles Swenson
Suella Kennedy
Bill Couturié
Music by: Ken Melville
Dawn Atkinson
Studio: Korty Films
Distributed by: Warner Bros.
The Ladd Company
Language: English

Twice Upon a Time is a 1983 animated film directed by John Korty and Charles Swenson. This film had an unusual history in terms of release and editing, but it has been named one of the most important films in the history of stop-motion animation. This was also the first animated film George Lucas produced.

The film uses a form of cutout animation, which the filmmakers called "Lumage," that involved prefabricated cut-out plastic pieces that the animators moved on a light table.



In the faraway eternally busy city of Din, live the black-and-white Rushers, who constantly go about their business in a fast-paced way and stop only to sleep. Din lies in between two worlds that create dreams to deliver to the sleeping Rushers - one is the bright and cheerful Frivoli, where Greensleeves and his Figmen of Imagination bring sweet dreams, and the other is the Murkworks, a dark and dingy factory home to vultures who drop nightmare bombs. The evil Synonamess Botch, maniacal ruler of the Murkworks wants to foil Greenie's efforts and subject the Rushers to non-stop waking nightmares. He uses his vultures to kidnap the Figs and Greensleeves, but not before Greensleeves writes an S.O.S. to Frivoli.

Meanwhile, two misfits known as Ralph The All Purpose Animal (named so for his somewhat unreliable shapeshifting abilities), and Mumford, a Chaplin-esque mime, are put on trial for their incompetence at work. Determined to prove they can do something right, Ralph and Mumford take on the job of garbagemen. As they dump garbage over a large hill, they meet Flora Fauna, Greensleeves's niece, who has found her uncle's S.O.S and wants to find him. Botch spies on the three through Ibor, his robot gorilla, and uses Ralph and Mum's desire to be heroes to his advantage. After introducing himself as a friend of "Greenie", he cons the three that in order to save Greensleeves, they need to go into Din and steal the main spring from the Cosmic Clock. Flora stays behind to act the part of the damsel in distress for Botch's nightmares. Mumford and Ralph release the spring which causes time to freeze. They chase the spring throughout Din, but Botch sends his vultures to steal the spring from them and begin planting nightmare bombs. A Fairy Godmother, or FGM as she likes to be called, twinkles in to tell our heroes that they have been tricked and gives them three dimes to make a phone booth appear in case they need her help. FGM also recruits the help of the dim-witted but musclebound Rod Rescueman to aid them. Rod is more interested in rescuing Fauna, however, and abandons the boys to find her.

Ralph and Mum find nightmare bombs scattered all over an office, ready to be set off by Botch once he starts time starts again. Mumford accidentally sets a bomb off and the two are trapped in a nightmare where they are chased and nearly killed by office supplies come to life. When they are finally freed from the nightmare, the Fairy Godmother transports them back to Frivoli and tells they're better off giving up after all the mistakes they've made and fires them from the hero business. This only further strengthens Ralph and Mum's resolve to do right. Meanwhile, Rod "rescues" Flora from the Murkworks and attempts to get a kiss from her. She tries to escape from his floating apartment in the sky and falls. She survives, however, when she lands on a mechanical serpent that attempts to stop Ralph and Mum from reaching the Murkworks. The trio and Rod storm their way in with the help of Scuzzbopper, Botch's former nightmare screenwriter, who decides to aid them after Botch destroyed his recently completed novel. Rod and Flora rescue Greenie and the Figs but have to contend with Ibor. Rod tries to save Flora again but fails, and Flora destroys the robot herself. Mum and Ralph take on Botch as the vultures fly the spring back to Din. When it seems Botch has killed Mum, Ralph finally manages to control his shapeshifting and tricks Botch into pushing "The Big Red One", detonating every bomb before time is restarted. Just as Botch is about to kill Ralph for ruining his plans, one last nightmare bomb appears and rolls toward Botch. Terrified at being subjected to his own nightmare, Botch leaps out the window and is carried away by his angry vultures (which leads the viewers, to think that the vultures are about to kill Botch off screen for his insults to them and made them go through). Ralph finds the bomb was really Mumford, who survived Botch's attack and hid in an empty shell. The two now consider themselves heroes and earn kisses from Flora. The spring returns to the Cosmic Clock of its own will, and restarts the flow of time, but at a pace where the Rushers can enjoy life.


The studio distributing Twice Upon a Time, The Ladd Company, was nearing bankruptcy and had a choice of either putting Twice Upon a Time into limited release or worldwide release, facing a similar difficulty with The Right Stuff. Since Twice Upon a Time was animated, it was decided to put the film into limited release and subsequently failed at the box-office. A similar outcome for The Right Stuff caused The Ladd Company to shut down. Still today, Twice Upon a Time has garnered a cult following.

Alternate versionsEdit

There were many different versions of this movie, because the producers could only hire improvisational comedians.

In one version, where Greensleeves is not kidnapped by Botch's vultures, Ralph and Mumford stop by a bar, before seeing the Fairy Godmother, and meet Greensleeves. He tells the boys to get the spring, after they tell him that they released it. Later, the spring escapes the vultures and meets Greenie, who is then asked to put the spring back in the cosmic clock. At this point, the vultures swoop in and kidnap the spring and Greensleeves.

There were at least two versions of the movie: one with adult language and one with PG-rated language. From the outset, John Korty didn't want to use the dialogue of the original script, but Marshall Efron thought his lines were perfect and played up the raunchier aspects of his character. Some lines were selected by Bill Couturié. Korty was unaware of this until opening night and was very angry about how Marshall Efron's lines were delivered from the script.

Years later, Twice Upon a Time was shown by HBO. However, the version that HBO received and showed was the version that Couturié liked. When Korty found out, he immediately contacted HBO, threatening legal action if this version was aired again. So, after only three showings, HBO suspended broadcasts of the film until supplied with a new cut from Korty. This new cut filled out the remaining showings of Twice scheduled that month, prompting complaints of "censored" movies being shown on HBO. After the complaints, HBO chose to never air the film again on their service.[1] Two months later, Showtime and over-the-air pay television service Spectrum acquired rights to show the film, but only the Korty-approved version. This version had the complete scene of "Out on My Own" as well as the uncut final reel of the film absent from the later home video version. In 1991, the film was finally released to videocassette and laserdisc. However, the laserdisc was only pan and scan with one side CAV and no supplements. Apparently, John Korty won the battle, as the version released is very cleaned-up and a bit shorter in certain scenes. The basic story is there, but with the original scenes and dialogue altered, this version is incomplete in its final presentation.

The film later aired as part of Cartoon Network's Cartoon Theater on September 12, 1998. That airing has been, as of 2012, the last known television broadcast of the film.

To date, the film has yet to see any form of DVD release, and Warner Home Video has not stated if there is one planned. Though when the film was uploaded to various viral video sites, its minor cult status was boosted, prompting online retailer Amazon to offer used VHS copies on its "Used and New" section. Amazon also made the film temporarily available for rental download via Amazon Unbox, although the company has since rescinded the offer, citing licensing restrictions [1]. Perhaps in response to the lack of official support for the film, several bootleg copies of the original, uncut version are available via bittorrent.


The soundtrack features several songs performed by Maureen McDonald written by Tom Ferguson, her brother Michael and her. Also included is one song performed by Bruce Hornsby written by his brother John and him, as well as one track performed by Lawrence Welk and His Orchestra.



  • Famous NFB animator and Sheridan Professor Kaj Pindal appears on board an airplane in the films during the spring retrieval sequence.
  • The film Rise of the Guardians shares some of the same plot of this film, in which the villain is trying to take over the world by trying to give everyone eternal nightmares (Pitch from Rise of the Guardians and Botch from Twice Upon a Time) and a group of heroes must stop him.
  • A picture of Lorenzo Music can be seen in the end credits, notable because he normally preferred not to reveal his face.
  • David Fincher, who at the time worked at Industrial Light & Magic, is credited for special photographic effects.


  1. Damsel in distress currently on fire (20 years later, Twice Upon a Time still burns), Taylor Jessen, Retrieved on April 10, 2008

External linksEdit

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