The story is simple, with Meadows and co-writer Paul Fraser playfully attempting juxtapose the conventions of the western genre with the more traditional style of British storytelling favoured by the likes of Ken Loach and Mike Leigh. So, we have the usual western flourishes - the lone desperado riding into town, the fight between the two protagonists over the hand of a fair maiden, and the big mid-narrative showdown in the local saloon - appearing alongside the more obvious British concerns like family-ties, shell-suits, day-time talk shows and bingo. The combination of the two forms isn't entirely successful, and it seems that the filmmakers aren't quite committed to the concept 100%, with certain parts of the film simply descending into the style of filmmaking usually reserved for an ITV social drama. The use of the widescreen "cinema-scope" photography works well, with Meadows lovingly referencing the films of Sergio Leone, most prominently in the scene in which Robert Carlisle's character Jimmy has an altercation with the bumbling Dek, brilliantly played by Rhys Ifans, at the auto-garage where he works. As well as that particular scene, there's also the big climactic face-off between the two characters, which is also perfectly handled by Meadows and his crew... with the director making great use of the frame and plenty of low-angles, whilst a crane shot rising above the houses as one of the characters drives off into the sunset is also a particularly nice touch (still... it's a shame Meadows didn't go for close-up shots of the character's eyes, ala A Fistful of Dollars, but perhaps that would have been a little too much?).

Comic relief comes courtesy of Ricky Tomlinson and Kathy Burke in supporting roles, with both actors doing their usual trademark shtick to great effect (for example, a scene in which Burke's character accidentally gets hit on the head with a projectile microphone is bound to generate more laughs that you'd probably expect!!). Carlisle and Shirley Henderson are both good in their pivotal roles, though for me it's Ifans who really impresses, managing to make his character likable and believable as he progresses through the film from meek-doormat into someone who is willing to fight for the family he loves. This is the second film I've seen, following Enduring Love, in which Ifans hasn't seemed like a complete caricature (like he did in Notting Hill and Human Nature), with both films showing his capacity to switch from sly humour to emotional drama within a single scene and furthering his metamorphosis into one of the UK's greatest actors.

Once Upon A Time... is by no means as impressive or inspiring as other films by Meadows, in particular A Room For Romeo Brass and Dead Man's Shoes, but it's enjoyable enough and charming in it's own way, with Meadows and Fraser balancing an interesting story with an imaginative concept and a handful of strong performances. It's certainly worth picking up if you can find it in the budget-price range, as the DVD comes with a second disk or great entertainment, with making-of documentaries, deleted scenes and interviews, as well as the great Shane's World compilation that was shown on Channel 4 a few years back (...basically a collection of four short films by Meadows, inter-cut with 'Tanks Tips', a how-to guide to short filmmaking, presented by Meadows in character, as the legendary Tank Bullock).

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