[[quoteright:258:http://static.tvtropes.org/pmwiki/pub/images/twice_upon_a_time_6604.jpg]]
->''It was a time in desperate need of heroes -- '''[[RagtagBunchOfMisfits any kind]]''' [[RagtagBunchOfMisfits 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 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 90s, when CartoonNetwork twice showed it as a weekend feature. In February of 2015, it was quietly aired on Turner Classic Movies and a DVD release through Warner Archive was announced for a Spring release.

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.

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).

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!!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.
* 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.
** Ralph, when he's in a YouWouldntLikeMeWhenImAngry climax, [[TookALevelInBadass Takes a Level in Badass]].
* BigRedButton: Labeled "The Big Red One", it will detonate all the nightmares in Din.
* BooksThatBite: Seen during Ralph and Mumford's nightmare.
* {{Bowdlerized}}: Most airings are edited to remove some of the more PG-13 content that the original (which aired on HBO) had. Fortunately, the original version is still floating around.
** Arguably, this is a case of ''reverse'' bowdlerization, since the saltier dialogue was added without the director's knowledge. The sanitized version is actually closer to the director's original intent.
* CartoonCreature: Ralph's default form.
* CharacterAsHimself: Mumford.
* {{Cloudcuckoolander}}: Mumford, again.
* ClusterFBomb: Of the PG variety in Botch's opening RousingSpeech.
* CoolOldGuy: Greensleeves. He's very crusty (he notes that his Fig workers never sing 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:[[CuttingTheKnot turns into a bug and 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: Flora subverts the trope when Ibor captures her -- Rod ''tries'' to rescue her, but in the end she destroys the robot herself.]]
* 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...]]]].
* 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
* {{Duck}}: Ralph yells it when being attacked by the vultures. And then 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 / ThisLoserIsYou: 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 his 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.
* 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: She prefers "FGM" - she hates excess verbiage.
* FanDisservice: Botch taking a shower.
* GettingCrapPastTheRadar: TheMovie. In one version of the movie, Botch mocks his vulture troops for wanting "to get into the feathers" of their girlfriends.
** The version without the excess profanity manages to sneak in one "Shit!" from Botch during the final showdown.
* HappilyEverAfter
* HeelFaceTurn: [[spoiler: Scuzzbopper.]]
* IdiotHero: Rod Rescueman. He's only got a superhero learner's permit.
* IFellForHours: Flora falls for so long after stepping out of Rod 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.
* 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[[note]]who never learned to tie his shoes or button his fly, either[[/note]], 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...
-->'''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
* NightmareFuel: [[invoked]] Quite literally. Nightmares are made of screams poured into nightmare bombs.
* 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.
* RailroadTracksOfDoom: Flora's first job as a nightmare actress is to be tied to a railroad track.
* RaymanianLimbs: Scuzzbopper has no arms, his gloves just float in mid-air.
* TheRenaissanceAgeOfAnimation: One of the earliest glimmers of hope for the medium towards the end of TheDarkAgeOfAnimation.
* 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.
*** Additional clips include ''Series/TheMuppetShow'', ''Film/{{Them}}'', ''Series/HappyDays'',Creator/AbbottAndCostello and ''WesternAnimation/LooneyTunes''.
** There's more than a little [[Film/RobotMonster Ro-Man]] in Ibor.
** Mum is an {{Homage}} to [[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.
* StopHelpingMe: Everyone eventually feels this way about Rod. [[invoked]]
* 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]].
* TimeStandsStill: The effect of Ralph and Mumford removing the mainspring from the Cosmic Clock.
* TitleDrop: During the final song "Second Chances". The title refers to Ralph and Mumford getting a second chance to save the day.
* TVHeadRobot: Ibor.
* TheTwelvePrinciplesOfAnimation: Followed surprisingly well, for 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.
* 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.
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