->''It was a time in desperate need of heroes -- any kind of heroes.''
-->-- Opening narration

''Twice Upon a Time'' is a 1983 mostly-animated comedy-fantasy directed by John Korty and Charles Swenson, and executive produced by GeorgeLucas. As with several other animated films of the early '80s (''WesternAnimation/TheLastUnicorn'', ''TheSecretOfNIMH''), its theatrical distribution was such that it made virtually no impact...and unlike those films it didn't get much video/cable exposure either.

The land of Frivoli is where dreams are made, and the land of Din is where they are taken to for delivery to the sleeping Rushers, via the jolly old man Greensleeves and his helpers the Figs. They have an evil counterpart in Synonamess Botch, who runs the nightmare factory known as the Murkworks and sends vultures out to deliver nightmares to Rushers. (Frivoli, the Murkworks, and the residents of both are animated via illuminated cut-outs while Din is DeliberatelyMonochrome live-action -- the Rushers are humans.)

Now Botch launches a master plan: He has Greensleeves and company kidnapped, and then tricks innocent fools Ralph (an "all-purpose animal", so called for his shapeshifting abilities) and Mumford (a Chaplin-esque mime) into stealing the spring of Din's Cosmic Clock for him. They do and this stops time in Din -- at a moment when everyone is awake. Botch will send the vultures there to drop powerful nightmares everywhere, then restart the clock and detonate them, which will trap all the Rushers in ''waking'' nightmares...forever. It's up to Ralph, Mum, Greensleeves's niece/aspiring actress Flora Fauna, inept superhero Rod Rescueman, and a harried Fairy Godmother to put things to rights before it's too late.

Last seen in a few airings on Creator/CartoonNetwork, the film is distinguished not only by its unique "Lumage" animation, but also by a story, screenplay, and vocal performances that are imaginative and witty throughout, making this another great example of early [[Main/TheRenaissanceAgeOfAnimation renaissance-era animation]].

Notable names among the crew, years before they became famous as directors, are [[WesternAnimation/{{Coraline}} Henry Selick]] (sequence director) and Creator/DavidFincher (special photographic effects).
!!This animated film contains examples of:
* AmbiguouslyJewish: Fairy Godmother. Check that, ''Un''ambiguously Jewish.
* BadBoss: Synonamess Botch (and he's aware of it where the vultures are concerned).
* BatmanGambit / SecretTestOfCharacter: Fairy Godmother "firing" Ralph and Mum, telling them they don't have what it takes to be heroes. It works.
* BewareTheNiceOnes: Mumford. He goes ballistic on the Garbagerie loudspeaker.
* BigRedButton: Labeled "The Big Red One", it will detonate all the nightmares in Din.
* BooksThatBite: Seen during Ralph and Mumford's nightmare.
* CartoonCreature: Ralph's default form.
* CharacterAsHimself: Mumford.
* {{Cloudcuckoolander}}: Mumford, again.
* ClusterFBomb: Of the PG variety in Botch's opening RousingSpeech.
* CrazyPrepared: During the final battle, Botch has a series of traps laid out for Ralph the All-Purpose Animal, apparently intended to handle any form Ralph can take. Unfortunately for Botch, Ralph eventually [[spoiler:[[CuttingTheKnot turns into a bug and flies around the rest of the traps]]]].
* DeadpanSnarker: The Fairy Godmother.
* DeliberatelyMonochrome: Din.
* DerangedAnimation: Very much so.
* DisneyVillainDeath: Played straight with [[spoiler: Ratatooie]], and subverted with [[spoiler: Botch, who falls out of his tower but is caught and carried off by his vultures. Given how poorly he treated them, [[TheDogBitesBack this is probably not going to turn out well...]]]].
* DistressedDamsel: ''Heavily'' spoofed. Flora gets a job at the Murkworks playing this role in various nightmares, and Rod Rescueman's test for whether he's appropriate for being hired by the Fairy Godmother is rescuing her from her flaming desk. [[spoiler: Flora subverts the trope when Ibor captures her -- Rod ''tries'' to rescue her, but in the end she destroys the robot herself.]]
* DoingItForTheArt
* TheDragon: Ibor the video gorilla (a TVHeadRobot). Via one of the [[Main/ShoutOut shout outs]] below, a clip of quintessential dragon Darth Vader appears on it at one point.
* DramatisPersonae: After the opening credits and prologue, the main characters are introduced to us in this manner.
* DreamLand
* EmbarrassingSlide: Synonimess Botch accidentally puts a photograph of a half-naked woman in his slide show. ("That's an old actress I used to know.") Mumford is ''especially'' pleased.
* EpicFail / ALoserIsYou: [[invoked]] When Botch activates the nightmares too early, his monitor mocks, "Failure", "Nightmares Wasted", "Tilt", and "You Lose".
* EvilTowerOfOminousness: The Murkworks.
* ExtremeOmnivore: Botch's pet armadillo... thing Ratatooie -- most spectacularly when he eats ''all'' the garbage that Ralph and Mum were gathering up. His regular diet consists of nuts and bolts.
* FairyGodmother
* GettingCrapPastTheRadar: TheMovie. In one version of the movie, Botch mocks his vulture troops for wanting "to get into the feathers" of their girlfriends.
* HappilyEverAfter
* HeelFaceTurn: [[spoiler: Scuzzbopper.]]
* IsThisThingOn: The first lines of dialog uttered.
* JerkJock: Rod Rescueman. His base even resembles a football.
* {{Joisey}}: The Fairy Godmother.
* {{Lilliputians}}: The residents of Frivoli and the Murkworks are puny compared to the Rushers of Din.
* LookMaIAmOnTV: Rod Rescueman shouts this when he sees himself on Ibor's screen, just before Ibor knocks him out.
* NeverLearnedToRead: PlayedForLaughs -- this applies to the Chef Justice of Frivoli, which is why he just tosses away Greensleeves's letter (which is a plea for help). Luckily, Flora Fauna has noticed that ''all'' letters sent to him get tossed away in this manner, and decides to retrieve it and see what it actually says...
* NiceJobBreakingItHero: Literally, as Ralph and Mum end up accidentally breaking the Cosmic Clock with all their messing around
* OnceUponATime: The phrase is used in the opening narration (naturally).
* PunchClockVillain: Scuzzbopper; with his jester outfit and status as an unappreciated lackey (he's the head nightmare writer) he also has aspects of the VillainousHarlequin.
** Ibor and the Vultures qualify as well. It's implied the latter barely tolerate Botch.
* PunnyName: "Synonamess Botch" is a pun on (painter) Creator/HieronymusBosch.
* RagtagBunchOfMisfits: Ralph, Mum, Flora Fauna, and Rod Rescueman. The first two are actually referred to as "misfits" [[note]]"And dumb too!"[[/note]] early on, but no one else in Frivoli is aware of what's going on save for the Fairy Godmother, and there's only so much she can do for Ralph and Mum (i.e., hiring Rod). Even she loses faith in the pair and fires them from trying to save the day. Their determination to prove they ''can'' do something right leads into the final act.
* RogerRabbitEffect
* RousingSpeech: Botch attempts one, but it doesn't seem to inspire any morale at all.
* ShoutOut: Among the clips seen on Ibor's screen are ones from ''Film/TheEmpireStrikesBack'' and ''Film/RaidersOfTheLostArk'', apt for a movie George Lucas executive produced.
** There's more than a little [[RobotMonster Ro-Man]] in Ibor.
** Mum is an {{Homage}} to [[CharlieChaplin The Little Tramp]].
* SmoochOfVictory: Rod expects/wants this as payment for "saving" Flora from the Murkworks. [[spoiler: At the end, he finally gets one out of her, and she also gives this to Ralph, Mum (twice) and Scuzzbopper.]]
* SplashOfColor: A balloon in Din turns yellow in the final shot.
* SpeaksInShoutOuts: Ibor, courtesy of his TV screen face.
* SugarBowl: Frivoli is a PlayedForLaughs example.
* ThatsAllFolks: Parodied via the trope namer [[spoiler: as the last thing we see on Ibor's screen before he blows up]].
* TheRenaissanceAgeOfAnimation
* TimeStandsStill: The effect of Ralph and Mumford removing the mainspring from the Cosmic Clock.
* {{Undercrank}}: Used to portray the waking world of Din. "Rushers" are so named because they're literally rushing through their lives, thanks to what Botch explains is a lack of time -- he tells the heroes his plan is to give them more via fixing the too-quickly-ticking Cosmic Clock. When Ralph and Mum search the Cosmic Clock for the spring, they cause time to run even faster, much slower (via [[Main/{{Overcrank}} overcranking]]), and even in reverse until it stops outright. [[spoiler: At the end, when time restarts, it's at a normal pace at last.]]
* TheUnintelligible: The only sounds Mumford makes are squeaks.
* UnwantedRescue: Rod's rescue of Flora from the Murkworks (he thought the ''Film/KingKong''-inspired nightmare she was filming was real).
* VoluntaryShapeshifting: Ralph.
* WalkingDisasterArea: Ralph and Rod Rescueman. The former gets better. The latter, not so much.
* WritersSuck: Scuzzbopper yearns to write "the great Amurkian novel", but Botch does not care. [[spoiler: This sets off Scuzzbopper's HeelFaceTurn.]]