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

''Twice Upon a Time'' is a 1983 [[RogerRabbitEffect mostly]]-animated comedy-fantasy directed by John Korty and Charles Swenson, and executive produced by Creator/GeorgeLucas. As with several other animated films of the early '80s (''WesternAnimation/TheLastUnicorn'', ''WesternAnimation/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 month it debuted on HBO, the pay channel's guide made a full page announcement - and that was the last anyone heard of it until the early 1990s, when it had a brief video release; Creator/CartoonNetwork twice showed it as a weekend feature by decade's end. The film finally resurfaced on DVD in 2015 via Warner Archive.

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. Rushers are what we know as 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, voiced by Lorenzo Music) and Mumford (a Creator/CharlieChaplin-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.

Notable names among the crew, years before they became famous as directors, are [[WesternAnimation/{{Coraline}} Henry Selick]] (sequence director)[[note]]His future wife Heather was a background artist.[[/note]] and Creator/DavidFincher (special photographic effects).

Not to be confused with the ''Series/DoctorWho''-episode of the same name.

!!This animated film contains examples of:
* AmbiguouslyJewish: Fairy Godmother. Check that, ''Un''ambiguously Jewish.
* AshFace: Rod passes the Fairy Godmother's rescue test by inhaling the flames surrounding her. But then he accidentally exhales the flames back out, charring her to a crisp.
* AsHimself: Mumford is listed "As Himself" in the end credits.
* BadBoss: Synonamess Botch, and he's completely aware of it at least with regards to the vultures.
* BadIsGoodAndGoodIsBad: Scuzzbopper makes a big deal of his boss going to "sunny Frivoli", pointing out how much he hates the place.
* BatmanGambit: 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.
** Ralph [[TookALevelInBadass pulls out at the stops on Botch]] at the climax, changing shape faster and with less effort than ever before.
* BigBad: Synonamess Botch.
* BigNo: Botch, when all his nightmare bombs go off before time is restarted.
* BigRedButton: A button labelled "The Big Red One" is designed to detonate all the nightmare bombs in Din at once.
* BooksThatBite: Killer books are seen during Ralph and Mumford's nightmare.
* {{Bowdlerized}}: Most airings were edited to remove some of the more PG-13 content that the original (which aired on HBO) had. Arguably, this is a case of ''reverse'' bowdlerization, since the saltier dialogue was added without the director's knowledge and the sanitized version is actually closer to his original intent. The DVD release includes both audio tracks.
* TheCape: Rod Rescueman is still young, naive and is as much a DumbJock as he is TheHero, but his heart is in the right place. With some tempering, he definitely has the potential.
* CartoonCreature: Ralph's default form.
* ChainedToARailway: Flora's first job as a nightmare actress is to be tied to a railroad track.
* CharacterAsHimself: Mumford is credited "As Himself" in the end credits sequence.
* {{Cloudcuckoolander}}: Mumford, again.
* ClusterFBomb: Of the PG variety in Botch's opening RousingSpeech.
* CollectorOfTheStrange: Botch has rooms in his castle dedicated to collections of all sorts of weird things, including lava lamps, salami, stretched cats, and the "royal bat-head collection".
* CoolCar: Botch's stretch hotrod.
* CoolOldGuy: Greensleeves. He's very crusty (he notes that his Fig workers neither dance nor fart), but he's unequivocally a good guy.
* 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: turns into a bird, and later a bug, and [[CuttingTheKnot flies around the rest of the traps]]]].
* CutOutAnimation
* DamselInDistress: ''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: Becomes DamselOutOfDistress when Ibor captures her -- Rod ''tries'' to rescue her, but in the end she destroys the robot herself.]]
* DastardlyWhiplash: Synonamess Botch.
* DeadpanSnarker: The Fairy Godmother.
* DeliberatelyMonochrome: The Rushers and their city of Din are all depicted in black and white.
* DerangedAnimation: The "Lumage" animation style gives the film a very unusual and unique look, and the film is full of bizarre sight gags.
* 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...]]]].
* TheDragon: Ibor the video gorilla (a TVHeadRobot). Via one of the {{shout out}}s 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: The primary setting, aka the land of Frivoli.
* {{Duck}}: Ralph yells "Duck!" when being attacked by the vultures. And then [[VisualPun he turns into one]]!
* DumpsterDive: Flora while looking for her uncle's letter at the Garbagerie.
* TheEighties: The film would be timeless if not for some of the '80's pop songs scattered throughout the film.
* EmbarrassingSlide: Synonamess 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: When Botch activates the nightmares too early, his monitor mocks, "Failure", "Nightmares Wasted", "Tilt", and "You Lose".
* EstablishingCharacterMoment: The opening RousingSpeech by Botch basically tells you all you need to know about the film - this was not going to be your usual fairy tale cartoon.
* EvilTowerOfOminousness: The Murkworks.
* ExpectingSomeoneTaller: When Flora finally meets her uncle Greensleeves.
-->'''Flora:''' Uncle Greenie, is it really you?\\
'''Greensleeves:''' Basically it is, yeah.\\
'''Flora:''' You're short and bent!\\
'''Greensleeves:''' I'm short and bent.\\
'''Flora:''' What happened to my Uncle Greenie, the handsome dashing hero?\\
'''Greensleeves:''' He got short and bent.\\
'''Rod:''' ''(looking on jealously)'' [[GettingCrapPastTheRadar I should get short and bent.]]
* ExtremeOmnivore: Botch's pet [[MixAndMatchCritters 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: She prefers "FGM" - she hates excess verbiage.
* FanDisservice: Botch taking a shower.
* {{Fanfare}}: A brief one plays every time Rod Rescueman enters a scene. Lampshaded when FGM hears it over the phone:
--> '''Fairy God Mother:''' I sense he's arrived.
* FloatingLimbs: Scuzzbopper has no arms; his gloves just float in mid-air.
* FlyingBrick: Rod Rescueman embodies the strong-and-tough version of this trope. Has no other powers that we've seen.
* GettingCrapPastTheRadar: TheMovie. In the saltier dialogue track, Botch mocks his vulture troops for wanting "to get into the feathers" of their girlfriends. Even the version without the excess profanity manages to sneak in one "Shit!" from Botch during the final showdown.
* HappilyEverAfter
* HeelFaceTurn: [[spoiler: Scuzzbopper]] in the third act.
* IdiotHero: Rod Rescueman. He's only got a superhero learner's permit.
* IFellForHours: Flora falls for so long after stepping out of [[JerkJock Rod]] [[IdiotHero Rescueman]]'s flying bachelor pad, Rod has enough time to wash and iron one of his dirty capes before flying to her rescue... sorta.
* IsThisThingOn: The first lines of dialog uttered is Botch muttering "Is this on?" into a microphone while preparing to give a speech to his vulture minions.
* JerkJock: [[AlliterativeName Rod Rescueman]] is rather self-absorbed and not very bright, and dresses like a cross between a football player and a superhero. His base even resembles a football.
* {{Joisey}}: The Fairy Godmother has a thick Jersey accent.
* LargeHam: Flora's idea of how an actress is supposed to perform.
* LifesWorkRuined: After spending the majority of the movie writing it, Scuzzbopper finished his magnum opus, the Great Amurkian Novel. Unfortunately, when he showed it to Botch, he threw it out the window because he needed nightmare scripts instead of novels. This act is what drives Scuzzbopper [[spoiler:to temporary [[DrivenToSuicide attempt suicide]], followed by a HeelFaceTurn]].
* LightIsGood:
-->'''Narrator:''' Sweet dreams were delivered to them from sunny Frivoli, and nightmares came from the mysterious Murkworks.
* {{Lilliputians}}: The residents of Frivoli and the Murkworks are puny compared to the Rushers of Din.
* LiteralMetaphor: Botch's title as Nightmare Producer Extraordinaire is quite literal as he produces his nightmares like movies, with the essence of each word and sound being distilled into a liquid that's poured into the nightmare bombs.
* LookMaIAmOnTV: Rod Rescueman shouts "I'm on camera!" when he sees himself on Ibor's screen, just before Ibor knocks him out.
* MajorInjuryUnderreaction: When FGM gets accidentally charcoaled by Rod, her reaction is basically the same "Ow" you'd make from stubbing your toe.
* MediumBlending: In addition to the RogerRabbitEffect, some backgrounds in the animated world have cut-out photographs of real objects and people among the rest of the drawn world. The look of the film is meant to resemble a collage.
* NeverLearnedToRead: PlayedForLaughs -- this applies to the Chef Justice of Frivoli[[note]]who never learned to tie his shoes or button his fly, either[[/note]], which is why he just tosses away Greensleeves's letter -- 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...
-->'''Flora:''' Why am I not believing this man?
* NiceJobBreakingItHero: Literally, as Ralph and Mum end up accidentally breaking the Cosmic Clock with all their messing around. Subverted in that the Clock ''was'' broken -- it was set too fast, causing the Rushers of Din to, well, rush. [[spoiler: When the spring's restored, the Clock is set to a neutral speed; tellingly, this allows one Rusher to stop, buy a balloon and ''enjoy'' life.]]
* NightmareFuel: [[invoked]] Quite literally. Nightmares are made of screams poured into nightmare bombs.
* TheresNoKillLikeOverkill: In the final confrontation, Botch fires upon Ralph and Mumford with a ''huge'' battery of cannons.
* NotWearingPantsDream: One of the nightmares being staged at the Murkworks involves a guy ending up in his underwear at a graduation ceremony.
* 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.
** Greensleeves' assistants are the Fig Men (figment) of the Imagination.
* 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.
* TheReasonYouSuckSpeech: After their encounter with the nightmare bomb, FGM takes Ralph and Mumford back to Frivoli and tells them what lousy heroes they are, pointing out how Ralph's naivete and excessive caution and Mumford's carelessness messed everything up. While dispirited at first, Ralph is eventually driven to try again and prove that he and Mumford aren't failures after all.
* RogerRabbitEffect: For the scenes in which the characters travel in Din, though it's more often the characters acting against still photographs.
* RousingSpeech: Botch attempts one, but it doesn't seem to inspire any morale at all.
* SequelHook: While the movie sadly didn't do well enough to warrant a sequel, at the end Ralph tries to return the third magic dime to FGM, who tells him to keep it because "You're gonna need it."
* 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. Additional clips include ''Series/TheMuppetShow'', ''Film/{{Them}}'', ''Series/HappyDays'',Creator/AbbottAndCostello and finally ''WesternAnimation/LooneyTunes''.
** There's more than a little [[Film/RobotMonster Ro-Man]] in Ibor.
** Mum is an {{Homage}} to [[Creator/CharlieChaplin The Little Tramp]].
** Flora is being menaced by Film/KingKong when Rod tries to rescue her.
** Synonamess has [[UsefulNotes/RichardNixon Nixon/Agnew '68]] tattooed on his chest.
** One of the staged nightmares involves a man [[Film/SafetyLast hanging on from a clock tower]].
* 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.
* StopMotionAnimation: A rare 2D example, animated with back-lit translucent paper cutouts to be exact. The crew dubbed it ''lumage'' (a combination of "illumination" and "image") because the back-lighting made the characters appear to glow. Certain elements, such as Botch's shower curtain, were real objects stop-motion animated against the drawn backgrounds. Others elements are animated still photographs.
* SugarBowl: Frivoli is a PlayedForLaughs example. It's even got cows ''singing their mooing''!
* ThatsAllFolks: Parodied via the trope namer [[spoiler: as the last thing we see on Ibor's screen before he blows up]].
* TimeStandsStill: The effect of Ralph and Mumford removing the mainspring from the Cosmic Clock is that time comes to a complete stop in Din.
* TitleDrop: During the end credits song "Twice Upon a Time." The title refers to Ralph and Mumford getting a second chance to save the day.
* TookALevelInBadass: Ralph in the climax. [[YouWouldntLikeMeWhenImAngry Upon believing that Mum was blasted by Botch's cannon]], [[ReportsOfMyDeathWereGreatlyExaggerated not knowing he had taken cover behind a pole]], Ralph finally managed to control his shapeshifting abilities and successfully used them to trick Botch into detonating the nightmare bombs before the Cosmic Clock was restarted.
* TVHeadRobot: [[TheDragon Ibor]].
* TheTwelvePrinciplesOfAnimation: Followed surprisingly well for what's effectively a stop-motion film, with numerous examples of squash and stretch and exaggeration throughout, notably when Ralph and Mum mess around inside the cosmic clock, and while most of the film suffers from the "jerky" look most stop-motion has, others have surprisingly good timing and flow.
* {{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 {{overcrank}}ing), 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.
* UnwantedAssistance: ''Everyone'' eventually feels this way about Rod. [[invoked]]
* UnwantedRescue: Rod's rescue of Flora from the Murkworks (he thought the ''Film/KingKong''-inspired nightmare she was filming was real). He punches out ''Flora'' by mistake.
* 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.]]
-->'''Synnonamess Botch:''' That's just Scuzzbopper. He's nothing. A writer.
* YouJustRuinedTheShot: Rod Rescueman sees Flora performing on a set and thinks she's really in danger.
* YouWouldntLikeMeWhenImAngry: Ralph really got ticked in the climax when he thought that Botch blasted Mum.