I really wanted to like this movie. I feel terribly cynical trashing it, and that's why I'm giving it a middling 5. Actually, I'm giving it a 5 because there were some superb performances.

By the time the dramatic fireworks start popping off, each one feels earned.

Blistering performances.

One of the worst ways to make a cult movie is to set out to make a cult movie.

I first saw this classic on HBO after its short lived time as a theatrical release. The version aired on HBO is much different in two respects to the current Warner Home Video VHS version.1) It's longer; has more footage to explain some salient story points. 2) Some of the jokes are little more risqué and daring, adding much needed R-rated humor to what's otherwise a mediocre comedy.The film has good amounts of intellectual comedy, which range from subtle puns to sight-gags to slapstick. Most of the sight-gags are reserved for the black-&-white live action sequences, while the other jokes are kept mainly for the animated portions.I personally find this film very funny and enjoyable, but the humor isn't for everyone. By that I mean it takes a certain kind of patience and willingness to churn the joke in your mind to really appreciate it. So even though it's a comedy, and a fairly clean one, it's not for everyone.The funnier version is with the slightly racy humor. Some of the opening lines by the antagonist help establish his character, and add some much needed zing and energy to a film that can be hard to interpret at times. The "cleaner" version lacks this element, and suffers for it.The film itself is somewhat difficult to describe. It's animated, but uses a unique technique called LUMAGE; where transparent and semi-transparent material is backlit and the characters and background are illuminated from behind, giving them a kind of glow. This gives the film a semi-amateurish feel, but in a good way, because the animation is meant to be styleized, and actually enhances the larger joke that the film is trying to convey: A kind of fairy tale cum melodrama spoof, set in a fantasy world that creates our dreams and nightmares.Shot in San Francisco and the SF Bay Area en large it was fun to see and identify various places in the live action sequences (though this'll probably only appeal to folks who live in my area).The film only has one real drawback *WARNING POSSIBLE SPOILER*; in the early sequence of the film Ralph and Mumford (our heroes) are working in the dreamworks, filling rockets with dream dust or somesuch. The idea here is that said rockets are fired off and sent to Uncle Greeny who distributes the dreams to the people of "the real world" (known as "DIN"). One rocket loses its balance or somesuch, falls over when its lit, and rockets all over the Dreamworks factory, causing much havoc. Me and my friends kind of understood what was happening in this sequence, but needed to see it several times before we were really able to discern what was happening. *SPOILER OFF*Overall it's an enjoyable film, but the humor's tuned for those who like their jokes on the subtle and intellectual side. Watch at your own risk ;-)RESTORATION SCREENED EVENING OF MAY 6th, 2008;After many years I saw the "adult" version of this film last night, and viewing it with adult eyes and frame of mind I must admit to having some small mixed feelings regarding the more racy dialogue. It still adds zing to the film, and helps set a certain tone for that version, but, I can see where Korty objected to the PG language. Still, given all the other references in the "clean" version of this film, I'm still puzzled as to what kind of film he ultimately trying to make. Children's films don't have innuendo, blow-up dolls, nor nude models (however gorgeous :-)) flashing on the screen. In that vein, I have to state that the film could go either way, but is, in a small way, well served with a few taboo words... though they're really needed.

A lush fantasy world with quirky characters and annoying 80's music. This epitomizes the 80's desire to rewrite fairy tales and make fun of how they work. Personally I liked Greensleeves and the other harsher characters. They had some of the more amusing lines.

quickly became one of my favorite movies of all time. it's hilarious, and SO well done. it's very unknown and that's unfortunate. and george lucas being associated with it, it's odd that it was never even almost as popular as it should be!

Altogether one of the finest (and funniest) animated films ever to come out of Hollywood, Twice Upon A Time is a lovingly crafted valentine to dreamers of all kinds! Extremely witty writing makes it as enjoyable for grown-ups as it is for children. Especially effective is Marshall Efron's performance as the evil villain of the picture, Synonamess Botch! My only negative comment about the video is that they have edited his dialogue in order to change and/or eliminate many of his funniest (and rudest) comments. While this was certainly necessary so that children could watch it, I wish they could have released (or will release) an un-edited version. Luckily I taped the original when it aired on cable many years ago, so I still have it to watch, and it never fails to induce serious amounts of laughter when I do. Still, I cannot recommend the edited version highly enough!This film deserves so much more recognition than it has gotten!