Twice Upon a Time

(1983) Directed by John Korty; Written by John Korty, Charles Swenson, Suella Kennedy and Bill Couturié; Starring: Lorenzo Music, Judith Kahan, Marshall Efron, James Cranna, Julie Payne, Hamilton Camp and Paul Frees; Available on DVD

Rating: ****

“Our mistake, I suppose, was to try to make a film that would appeal to everybody, all ages. There was a lot of slapstick in it, but it was much too sophisticated for four- and five-year-olds. We did our first sound mix at Lucasfilm up here in Marin, then finished in Los Angeles. George (Lucas) gave us a lot of great editorial feedback, mainly in the postproduction stages. But nobody knew quite how to sell it.” – John Korty (from George Lucas: The Creative Impulse, by Charles Champlin)

Twice Upon a Time was one of the final films from the financially strapped Ladd Company (which always prized quality over quantity), and barely appeared in theaters. Like many other people, I missed Twice Upon a Time* during its all-too-brief theatrical release, but belatedly discovered its charms on TV. I first experienced it on tape (probably recorded from HBO) sometime in the late ‘80s, and immediately knew I was watching something special. I was hooked by its quick-witted dialogue, bizarre gallery of characters and trippy animation. Despite the clout of executive producer George Lucas, this unique confection failed to make the splash that it deserved, but gradually gained a small but fervent following over the years.   

* Fun Fact #1: According to the DVD commentary, featuring several of the original animators, the film’s original title was The Rushers of Din.

Director John Korty originally intended to use traditional cel animation, but opted for a more “modular” approach with a process called Lumage (derived from “luminous images”). The animators manipulated translucent pieces of paper that were backlit to create a unique look. The animated sequences were combined with black & white live action footage to further convey a one-of-a-kind visual experience. A crew of young filmmakers* labored round the clock in a house** in Mill Valley, California, to create the modestly budgeted film.  

* Fun Fact #2: Among the film’s esteemed alumni are Henry Selick who served as sequence director, and 19-year-old David Fincher, special photographic effects.   

** Fun Fact #3: The house where the filmmakers worked was nicknamed “Das Boot,” because (not unlike the crew of the eponymous U-boat) 50 animators shared one bathroom.

Twice Upon a Time subverts the classic fairy tale story, starting with its primary characters. In a lesser film, Ralph, the All-Purpose Animal (voiced by Lorenzo Music) and Mum (who speaks in pantomime) would likely have been relegated to sidekicks, but here, they’re the protagonists. They’re nominally assisted by narcissistic Rod Rescueman (James Cranna) and empty-headed Flora Fauna (Julie Payne), while the sarcastic Fairy Godmother (Judith Kahan), or FGM, remains a semi-benevolent presence. They’re opposed by Synonamess Botch, “Nightmare Producer Extraordinaire,” (Marshall Efron), who lives in his castle, and manufactures nightmares.

Ralph and Mum are tricked by Botch into stealing the spring from the cosmic clock (the “mainspring”), so time can stop long enough for him to plant his nightmare bombs. Once the bombs are detonated, the land of Din (our world) will be immersed in bad dreams for perpetuity. He’s assisted by his henchmen, Scuzzbopper (also voiced by James Cranna), a fool, and Ibor, a gorilla/cyborg with a TV screen on its chest that talks in pop culture snippets.* The hero story is further turned on its end, because the “glamorous” characters fail to provide a beacon of hope. Rod Rescueman is little more than a narcissistic, musclebound dim bulb, and the equally vacuous Flora Fauna is so blinded by visions of fame that she’s stuck working in Botch’s nightmare studio (watch for references to King Kong and Safety Last, among others). Ralph and Mum take up the slack and rise to the challenge in the face of adversity, providing hope for misfits and downtrodden everywhere.

* Fun Fact #4: Because this is a Lucas production, after all, watch for clips from The Empire Strikes Back and Raiders of the Lost Ark.

The film shares several similarities with Yellow Submarine, particularly with the blending of live action and animation. It also boasts a cast of colorful characters that rival its psychedelic predecessor. Ralph, The All-Purpose Animal, as his name suggests, can transform into any creature, to suit the given situation (this opens the door for many comic opportunities). Botch, a villain you love to hate, could have rubbed elbows with the Chief Blue Meanie. They share a mutual love of chaos and discord (witness the scene when Botch proudly shows off his collection of stretched cats and bat heads). His henchman Scuzzbopper pounds away on an enormous typewriter, creating a tome that would likely have impressed Jeremy, the Nowhere Man. Twice Upon a Time also shares Yellow Submarine’s penchant for snappy dialogue and prolific use of puns (such as the dream-making Figmen of Imagination). While the film doesn’t measure up to Yellow Submarine in the music department, the unremarkable but earnest songs, performed by Maureen McDonald (“Twice Upon a Time,” “Life Is But a Dream,” and “Out On My Own”) and Bruce Hornsby (“Heartbreak Town”) do the trick to propel the story along.

It’s unfortunate that Twice Upon a Time was scarcely a blip on the radar when it first appeared. As we’ve learned, however, wide public acceptance or box office receipts has no correlation with the relative worth of a movie. It deserves to be appreciated, re-evaluated, and loved by a new generation. As much as I dislike the term “fun for all ages,” which implies insipid or unchallenging entertainment, Twice Upon a Time can be enjoyed by such a wide range of audiences because it works on so many levels. With its abundance of unbridled imagination and irresistible good-natured attitude, it’s just the antidote for these increasingly cynical times.