[[quoteright:350:http://static.tvtropes.org/pmwiki/pub/images/once_upon_a_time_in_mexico_verdvd.jpg]]

Directed by Creator/RobertRodriguez, '''''Once Upon A Time In Mexico''''' is the third film of the ''Mexico'' or [[ElMariachi ''Mariachi'']] Trilogy.

The film starts with [[CIAEvilFBIGood CIA Agent]] Sands, played by JohnnyDepp, pumping an old man for information on the legendary gunman El Mariachi, notable for using [[HammerSpace a guitarcase full of guns]] as his primary weapon. Throughout the film, ElMariachi's backstory is revealed in a number of flashbacks; prior to the events of the film, his wife and child had been murdered by the ruthless General Marquez.

After he is kidnapped by Sands' henchmen and given several bodyguards, El Mariachi [[AnOfferYouCantRefuse reluctantly participates]] in Sands' plot to assassinate [[BigBad drug lord Armando Barillo]] and [[TheDragon General Marquez]] once they had overthrown the Mexican government. Sands also acquires the services of [[FemmeFatale AFN Agent Ajedrez]] (played by Eva Mendes) and [[RetiredBadass retired FBI Agent Jorge Ramirez]].

However, after several betrayals, Sands' [[BatmanGambit complex plot]] is [[OutGambitted massively derailed]]. Epic shootouts and explosions ensue.

Not to be confused with ''Film/OnceUponATimeInTheWest'' or ''Film/OnceUponATimeInChina'', nor is it in any way related to ''Film/OnceUponATimeInAmerica'' except perhaps as a ShoutOut (there's no question of the influence of Creator/SergioLeone's {{Spaghetti Western}}s on Rodriguez). It is also not related to ''Series/OnceUponATimeInWonderland''

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!This film provides examples of:
* AssholeVictim: Agent Sands kills a chef, just because he believes the guy made his favorite dish of slow roasted pulled pork too perfectly - and then justifies it as "maintaining balance." He also sabotages a bullfight by rigging the bullfighter's suit with an electric charge that paralyses the man long enough for him to be gored to death, so that he could profit off of betting on the bull. Sands later [[spoiler: has his eyes removed, and is left alive to stumble around for the rest of the movie with blood coming out of his eye sockets]].
* TheAlcoholic: Fideo.
-->"I don't think. I drink."
* ArcWords: "What do you want in life?"
* AssShove: A preoccupation of Sheldon Sands.
* BadassBystander: The people of Mexico do not appreciate insurgents fucking up their home. And messing with their ''Presidente''.
** BadassGrandma: At one point, we see an old lady with a pair of bandoliers DualWielding revolvers and taking down three or four of Marquez's troops in quick succession.
* BadassCrew: El Mariachi and Co.
* BadBoss: It is implied that Barillo sent his piano teacher to be mutilated -- for being "condescending".
-->'''Chambers:''' You want me to break his fingers?
-->'''Barillo:''' No. I want you to cut them off.
-->'''Chambers:''' Hey, I was just makin' a joke.
-->'''Barillo:''' I wasn't.
* BarBrawl: In the flashback in the opening scene.
* BareYourMidriff: Salma Hayek spends much of her onscreen time like this.
* BiblicalMotifs: In the commentary, Rodriguez says that the image of [[spoiler:Sands staggering around with his eyes put out and bloody 'tears' on his face]] was inspired by an image of Samson he once saw.
* BigBadDuumvirate: Armando Barillo and General Marquez.
* BillingDisplacement: A retroactive example; trailers for the DVD rerelease mention Johnny Depp first, then Selma Hayek, and don't mention Antonio Banderas at all.
* BlindWeaponmaster: [[spoiler: Sands]] after losing his eyes.
* BlownAcrossTheRoom: Oddly enough, it seems that the victim flies ''farther'' if he is shot with a ''smaller'' gun. Rifles and carbines cause people to crumple to the floor. El's shotgun sends men tumbling ass over kettle. And at one point, a wounded soldier is shot by what appears to be a holdout pistol and is literally sent sliding across the room.
** Played with in that El shoots a guy who is '''falling down off a balcony''', so this shot only accelerates him faster to the ground, and his death.
* BodyDouble: PlayedWith. [[spoiler: They find a man who generally resembles Barillo. Then they cut off his face and kill him to make it look like Barillo had died getting plastic surgery. Ramirez figures it out when he notices that Barillo's jewelry was poorly fitting on the body's fingers.]]
* BriefcaseFullOfMoney: {{Subverted}}: Through most of the movie, there is never enough money to changing hands to fill a briefcase, so Sands puts it in lunch boxes. Which the money obviously ''still'' doesn't fill. [[spoiler: By the end of the movie, the Mariachis end up making off with a sum of money so large, it fills both of their guitar cases and ''still'' leaves enough for them to end up stuffing their shirts with it.]]
* BunnyEarsLawyer: Sands is a visibly eccentric character and uses often a pair of fake arms, which eventually [[ChekhovsGun turn out to be useful]]. [[spoiler: He uses them to shoot an informant under the table and one last time to kill Ajedrez.]]
* CaptainsLog: Ramirez was constantly giving a running commentary on what he was doing into a concealed tape recorder, presumably to be used as a record of what [[UnwittingPawn he thinks]] is a semi-legitimate investigation into a drug lord.
** If one assumes that he is the HeroOfAnotherStory (as he is presented in the movie), then this could very well be the source of the narration if he ''were'' the star. As it is, he ends up spending much of the movie talking to himself and [[LampshadeHanging commenting on]] whatever foolish thing he is about to do, as well as justifying the fact that he is explaining (to nobody in particular [[FourthWall other than the audience watching the movie]]) the significance of various minor details.
* CartwrightCurse: By now El Mariachi has had TWO love interests killed.
* ChekhovsGunman: The little boy selling gum. [[spoiler:Incredibly useful when you've just been blinded.]]
* TheChessmaster: Sands, initially.
* ChurchShootout: The first big shootout that takes place in the present day.
* CIAEvilFBIGood: Sands and Ramirez.
* {{Cloudcuckoolander}}: Agent Sands is just plain ''weird''.
* ComicallySmallBribe: In a rare flip, Marin ASKS for a relatively piddling amount of money. Depp brings it, not in a [[BriefcaseFullOfMoney briefcase]], but a lunchbox.
** Marin's character has a reason: he thinks asking for a moderate payoff for his information would keep Sands from killing him. [[spoiler:We don't know if Marin was right, as Sands kills him anyway for unrelated reasons.]]
* CoversAlwaysLie - See the above picture with SalmaHayek in it? [[spoiler: She's not really a major character because she's DEAD in this film and only shows up in flashbacks.]] Johnny Depp's Character is also of secondary importance to Antonio Banderas's, yet Depp is in the foreground.
* DashingHispanic: Any character played by AntonioBanderas, and El Mariachi is no exception.
* DeathByIrony: [[spoiler: Ajedrez.]] Killed due to [[spoiler: [[FailedASpotCheck failing to notice that a blind man had a third, fake arm.]]]]
* DidntSeeThatComing: Said by the source of it: "You really didn't see it coming, did you."
* {{Eagleland}}: Sands is a CIA agent [[GambitPileup manipulating Mexico]] by tricking a power-mad general, a drug overlord, political handlers, local drug agents, a retired FBI agent, and the mythic El Mariachi into playing against each other to "maintain the balance".
* EvenEvilHasStandards: There is one ridiculous scene in this movie where during a shootout in a church, everyone pauses for a few moments because an old lady who is the only person there besides the shooters all of a sudden gets up and decides to leave. She walks out as everyone stares at her, she is completely oblivious to the fact that just a few moments ago, bullets were flying everywhere and people were dying. She must of been blind and deaf, because without that excuse her behavior definitely qualifies as TooDumbToLive. That or this is nothing new to her.
* EyeScream: [[spoiler: Poor Sands.]] If you want to know, [[spoiler:he got his ''eyes drilled out'', and near the end we get to see his empty sockets. Fun. You get to see the approaching drill from Sands' point of view.]]
* FaceHeelTurn: [[spoiler: Cucuy.]] It doesn't work out too well for him, though.
* FakeNationality: AntonioBanderas is Spanish, not Mexican. And Willem Dafoe is...really, definitely not Mexican, but this was lampshaded in the commentary slightly when Robert Rodriguez explains that he was purposefully playing it over-the-top.
* FailedASpotCheck: [[spoiler: Ajedrez fails to notice that Sands evidently has three arms. And to think ''he'' was the blind one.]]
* FairCop: Ajedrez
* TheFaceless: [[spoiler: Barillo, post-surgery.]]
* {{Foreshadowing}}: Sands tells the boy selling gum that he "...never want[s] to see your face again."
* FunTShirt: Sands wears a great variety of obnoxious tourist-y t-shirts throughout the film--JohnnyDepp thought the character would be the type to wear them and asked his sister to look around her hometown in Florida for the worst ones.
** He wears one that says "I'm with Stupid" (with an arrow pointing down) [[{{Foreshadowing}} while visiting]] the local FemmeFatale.
** He wears a [[HiddenInPlainSight "CIA" shirt]] at the bullfight. It actually reads "[[AllMenArePerverts Cleavage Inspection Agency]]".
* GambitPileup
* GratuitousSpanish: Most of the dialogue is presumably in Spanish via TranslationConvention, but some words are kept in Spanish, presumably for flavor, or for words that don't carry their connotations through a translation.
* GroinAttack: Done to two mooks during Mariachi's escape from Marquez's compound by grabbing and twisting. OUCH.
* GunsAkimbo: While not as prominent as the movie's predecessor, the Mariachi does do his share of this, often with different guns in hand rather than a matched pair.
* HandicappedBadass: Sands, who is evidently willing to let mooks take potshots at his limbs just to echolocate them and blow them away.
* HeartbrokenBadass: El Mariachi
* HeelFaceTurn: Sands becomes significantly nicer after [[spoiler: having his eyes gouged out]].
* HeroOfAnotherStory: Former FBI Agent Ramirez.
* HeyItsThatGuy: El Mariachi is [[SpyKids Gregorio Cortez]], Barillo is [[Film/SpiderMan the Green Goblin]], Chambers is [[Film/IronMan2 Ivan Vanko]] and Sands is [[Franchise/PiratesOfTheCaribbean Jack Sparrow]], among many others.
** Lorenzo is Music/EnriqueIglesias.
** HeyItsThatVoice: El Mariachi is also [[{{Shrek}} Puss In Boots]].
* HoistByHisOwnPetard: Sands' plot backfires spectacularly on him.
* HurricaneOfPuns: Pretty much any time anyone talks to [[spoiler: Agent Sands]] after he loses both of his eyes.
-->''See anything you like?''
-->'''*[[BaitAndSwitchGunshot BANG]]*''' ''[[BondOneLiner ...No.]]''
* ImprobableAimingSkills: [[spoiler:Sands]] manages to kill a total of three mooks [[spoiler: while blind. He first fires a number of wildly inaccurate shots, then when the mooks laugh at him, he zeroes in on the sound.]]
* ImprobableWeaponUser: El Mariachi, Lorenzo and Fideo.
* InstrumentOfMurder: As part of the [[ShroudedInMyth admittedly embellished]] story Belini tells Sands, El Mariachi wields an electric guitar machine gun.
* TheKetchupTest
* KickTheDog: Sands' henchmen shoot the old guitar-maker for no discernible reason. Sands himself shoots the cook of a restaurant because he cooked Sands' favorite dish too WELL. His reasoning was that if this one guy cooked it so great, Sands would never enjoy it cooked by anyone else, so he kills him to "restore the balance".
* KillItWithFire: One of the mariachis has a flamethrower disguised as a guitar.
* KubrickStare: El Mariachi is a master of it.
* LickedByTheDog: Billy Chambers' [[MoralityPet chihuahua]]. Literally.
* LegendaryInTheSequel: El Mariachi is regarded as a legendary badass by this film
* MadDoctor: Dr. Guevera
* MeaningfulName: Ajedrez, which means "chess," foreshadowing her [[spoiler:strategic manipulation of Sands. May also be a pseudonym to cover up the fact that she's Barillo's daughter.]]
* TheMole: [[spoiler: Ajedrez]]
* MolotovCocktail
* MoreDakka: A couple of the townspeople convert a taco stand into a rolling mount for a machine gun.
* MumblingBrando: Depp did a good one here.
* MythologyGag: Billy's chihuahua is called [[ElMariachi Moco]].
* OvertOperative: Agent Sands.
* ThePlan: Sands thinks he can pull one off, but [[OutGambitted it crashes]] [[GambitPileup and burns]].
* PistolWhipping
* RedemptionEqualsDeath: [[spoiler: Billy Chambers]]
* RetiredBadass: Ramirez. Also El Mariachi, technically.
* RefugeInAudacity: Sands is a CIA agent... who wears a "CIA" ([[FunTShirt Cleavage Investigation Agency]]} t-shirt.
* {{Revenge}}: Key motive for El Mariachi and Ramirez. Also, arguably, [[spoiler:for Sands]] towards the end.
* ReverseMole: Ramirez bribes Billy Chambers into a HeelFaceTurn by promising that he would be allowed to return to the United States. [[spoiler: He lied.]] To be fair, [[spoiler: he wasn't lying out of villainy. He just didn't have that kind of power anymore. Had he lived, it's possible Sands could've worked out a deal for him.]]
* TheRevolutionWillNotBeVilified: Both averted and played straight. The conspirators attempting the coup d'etat are clearly evil, but [[BadassBystander the Mexican people rise]] against them to defend their government.
* RuleOfCool: This film practically runs on it.
* SeanConneryIsAboutToShootYou: Sands on the DVD cover.
* ShoutOut:
** [[spoiler:Sands, blinded, blood running down his face, wielding a machine pistol]] - a very obvious reference to Kiriyama's final scene in ''Film/BattleRoyale''.
** Creator/QuentinTarantino suggested the film title, pointing out that this film could be compared to Creator/SergioLeone's ''Film/OnceUponATimeInTheWest''.
* SenselessViolins: It wouldn't be a ''Mariachi'' movie without guitar cases full of guns.
* SmugSnake: Sands
* SuddenSequelDeathSyndrome: [[spoiler: Carolina]] is actually [[PosthumousCharacter already dead at the beginning of the film]].
* TearsOfBlood: See EyeScream
* ThereIsNoKillLikeOverkill: So, so often.
* ThinkingOutLoud: Sands with his "Walking my beat" monologue, Ramirez ''appears'' to be doing this if you forget that he's literally monologing everything he is doing into a tape recorder.
* ThirdActStupidity: The movie would have ended a lot sooner had El Cucuy used a real gun rather than a dart launcher.
* TheVamp: Agent Ajedrez
* TortureAlwaysWorks: When Ramirez gets captured, a pair of mooks discuss if they should torture the ex-FBI agent. One argues against it: "I was tortured once. I didn't like it. You know what the really fucked up part was? They tore out my left nut. That really turned me off to the whole thing."
* TrademarkFavoriteFood: Sands will kill for ''puerco pibil.''
** Actually, he kills [[spoiler:when he finds a chef who cooks it TOO well]]. Sands is obsessed with the idea of "maintaining the balance" in Mexico, which involves screwing up the nation's politics as well as its restaurant industry...
* UnInstallment: Inspired by the realization that many viewers of ''{{Desperado}}'' did not originally know that the movie was a sequel to ''ElMariachi'', and thus were confused by the numerous unexplained but obviously important flashbacks, this movie includes ''many'' references to important events that took place in the third movie [[spoiler: such as the murder of El's wife and daughter.]]
* WhyDontYaJustShootHim - ''So many times''. Beneficiaries include Sands, El Mariachi, and Ramirez.
* YouLookFamiliar:
** Creator/DannyTrejo played a Colombian hitman [[spoiler: that was accidentally killed by Bucho's men]] in ''{{Desperado}}''.
** [[Creator/CheechAndChong Cheech Marin]] also played a character that was killed at the beginning of the second movie and comes back here. It's confusing since he knows about the Mariachi's legends and sports an eye patch (the other character was shot in the head) but it is indeed a different character. WordOfGod states that he was originally supposed to be the same guy since Robert forgot he was killed and had to be reminded prior to filming.

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