Twice Upon A Time: The Movie That Time Forgot (Part 1)

This is Part 1 of 2. Click here for Part 2.


Image courtesy of John Baker.


If you happen to buy the most recent (and dare I say best) issue of Amid Amidi's excellent Animation Blast, you will be treated to a breezy article on the making of a forgotten animated feature that was released during the not-so-hot-for-animation year of 1983. TWICE UPON A TIME is hardly a film that rolls off the lips of animators very easily. No listing on best-of lists. No pages devoted to it in most (if any) animation books. The film will probably offer a quirky tilt of the head like a dog hearing a high pitched noise for your average Joe Q. Moviegoer. What little is remembered of this small and unassuming film is murky. Cloudy. Bordering on urban legend. "Say, didn't Lucas direct that one?" Sigh. No, he didn't. But he did have a hand in getting it produced. Interested now? I was when I found out about this odd fact. In fact, exactly how I found out about this film was murky in itself. I don't really know how I found out about TWICE, but I do remember renting it back when you rented only VHS's. The box cover was faded. It looked dated. I rented it because of two things: 1) George Lucas was involved; and 2) It was supposedly animated using an unusual process of cut paper and lit from behind. This I had to see. The problem is, I don't really remember much about it after that. Why? What happened? Did I just succumb to the fates of this poor film? Was this an alternate to that crazy videotape in the horror film, THE RING, but instead of being killed off by a black-haired spook child, anyone who watches TWICE UPON A TIME will immediately forget about it, forever keeping this quirky little film in total and complete obscurity?

Apparently, writer Taylor Jessen didn't fall prey to the fates. Jessen, who writes on occasion for AWN, has probably been the most vocal advocate for this forgotten film, first writing about it back in 2004, to mark the 20th anniversary of its airing on HBO. Featuring "where are they now" interviews and updates on the main principals of the film, the article, along with the one in the Blast, revived my curiosity. Jessen's writing is engrossing. I couldn't help but get so immersed in the story of the film's battered production, of the way it was dropped after two weeks in theatres, how mastermind and director John Korty created Lumage, an animation technique that was basically translucent cutout fabric, how cameraman (and now big-time Hollywood director) David Fincher and Henry Selick (yes, the one and the same) almost got into fisticuffs, how a house was transformed into a make-shift studio, how tons of backgrounds and artwork were practically given away after production to a complete stranger off the street, etc. TWICE is a subject that Jessen holds very near and dear to him, remembering with fervent glee the PG version with cuss words (they were exorcised in the lasderdisc version released later), and reciting favorite lines with his sister as some sort of secret animation society, population: 2. TWICE UPON A TIME has never been released on DVD. It's not on any list of upcoming releases. This movie needs a white knight. Taylor just might be that knight. He's got his work cut out for him, however. Warner Bros, the company who owns the negative, has no interest in releasing it, apparently. Why? What's wrong with it? Is it any good?

After watching it recently, I really enjoyed the film. The pacing is a bit slow, but that's to be expected from a feature film released before the proliferation of MTV's quick cuts and fast edits. The animation is quite impressive, especially when you take into account that it's all done with cut paper. It's stop-motion with effects done in camera. To make all of it look effortless is no easy task. The animators had to cut out each and every character in order for them to move. Mind numbing! Crazy technique, but I think it's worth it. There are some scenes that are really amazing to watch, with jaw-dropping backgrounds and gorgeous scenery. I couldn't stop noticing all the beautiful layouts and colorful environments. The way the light filters through the translucent paper (pellon) gives the entire film a feel of a stained glass window coming to life, with rich textures and a warm glow. The characters are lovable oddballs, possessing some great voices from actors who were known for their improvisational skills and extreme dry wit and humor. The story is paper thin, however (pun intended), and the film suffers from the dreaded "dated" syndrome. It totally reeks of early 80's, thanks to the forgotten pop tunes that are scattered throughout the film. For a movie about getting stuck in time, it literally is stuck in time.


Image courtesy of John Baker.

But that doesn't mean that TWICE UPON A TIME should be forgotten. It's a landmark film for stop-motion animation, and for animation in general. There's some great animation as well as some great visuals -- it deserves to be seen and studied by animation professionals. It boggles the mind why there's a constant flow of direct-to-DVD releases of the wretched LAND BEFORE TIME series, yet TWICE UPON A TIME sits on a shelf somewhere, probably lost in a dark warehouse. Why is there not a DVD release of TWICE? How hard would it be to get it out there, offering a chance for it to find a whole new audience?

What can be done about this? Who knows. But if you want to know more, please read Taylor Jessen's previously mentioned article online first. Then, order Animation Blast #9 to read his other article on the making of the film. And lastly, keep reading...

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I finally cornered the mad busy Taylor Jessen to talk with him about TWICE UPON A TIME, to see if there have been any updates since writing his two articles on the film.


WARD: So after your pieces on TWICE UPON A TIME on your site and in the Animation Blast, has there been any new developments with the film?

TAYLOR: Negative still collecting dust somewhere. Wikipedia entry still hopelessly inaccurate. Former TWICE UPON A TIME animators very pleased. (They’d love to get that overtime pay someday, though.)


Image courtesy of John Baker.

Has there been any talk in the industry about getting a decent print of this film released onto DVD? Anything?

None that I know of. Last year I sent copies of Animation Blast to George Feltenstein, Ronnee Sass, and George Parker at Warner Home Video. But of course it’s one thing to think that a movie’s making-of story is interesting, and it’s quite another to decide that reissuing said movie on home video would make financial sense for your corporation. Let’s be honest, the only people who know about this film are animators and a few wise-ass GenX-ers who saw it on HBO back in the day. We’re a fickle crowd. Financially, reissuing some much-beloved Astaire & Rogers musicals or a box set of The O.C. is a much safer bet, and no doubt there are many catalogue titles that are a higher priority for WHV.


Who holds the distribution rights to the film - isn't it Warner Bros.? Is there any way that Warner Bros. could be persuaded to do something about this? Online petitions, perhaps? I mean, it's just sitting on the shelf, right? Collecting dust?

I believe that Warners holds the rights, since Alan Ladd told me that if he had George Lucas’ money he’d buy it back. I don’t know that there’s any way to persuade Warner Bros. to reissue TWICE on home video. Online petitions are highly unlikely to work (witness the battle to get Vivian Stanshall’s Men Opening Umbrellas Ahead album reissued at Warners). In John Korty’s words, “All it takes is for someone with clout to get interested.”

But there are several reasons to continue to think positively: First, no one who is now in charge at Warner Bros. probably cares about this film one way or the other. That’s an advantage, all things considered. Back in 1983, with Ladd Company turning into a profit sink after releasing good but profit-challenged movies like BLADE RUNNER and STAR 80 and THE RIGHT STUFF, many WB executives probably wished they could just pick up Alan Ladd’s little production shingle and dump it in the Yangtze. Now BLADE RUNNER's a classic, and TWICE UPON A TIME is just forgotten. That's a start. Second: despite the fact that Warner doesn’t have a projectable print, I think it’s very likely that the negative is safe and sound and probably very clean. You’d be amazed how good a film can look when a studio simply packs it in an airtight can and forgets about it for twenty years. Take PLAGUE DOGS, a film by the makers of WATERSHIP DOWN, which came and went in theaters in the mid-1980s. Rent that DVD tonight and prepare to be shocked – super-clean, vivid colors, looks like it was shot last week. (Also prepare to have your evening ruined, in the best possible way. You will cry buckets.)


What does Korty think about all this?

I don’t think Korty thinks about this film much anymore. He’s moved on. The latest film project of his that I know about, and I laughed helplessly at the beauty of it when he told me, involved Korty going up to people on the street with a digicam and asking them “So what’s your screenplay idea?” His interviewees would then expound their ideas over three to five minutes. He later strung them together into a feature-length documentary. Presto!


How hard was it for you to get a hold of all the people involved with the film for interviews, etc, for your articles? Was it easy for some to talk about their experiences of working on the film, hard for others?

It varied. Almost everybody was willing to talk to me until the cows came home. Animator Will Noble was a little reticent at first. Producer Sue Kennedy is a librarian now and has more or less relegated that part of her life to history. Editor Jennifer Gallagher was bloody impossible to find – my notes from trying to track her down run to four pages – but she was more than happy to talk for an hour long-distance from Germany. With David Fincher I really lucked out; he was in preproduction on Lords of Dogtown when animator Carl Willat called him up and suggested he talk to me. David phoned me up and we set up an interview in his Hollywood office, and we ended up yakking for three damned hours. How in hell could a man this busy afford to give some animation writer three hours of his time to talk about a movie on which he was basically a camera assistant? Simple – there was someone on the production of Dogtown who wanted him for a meeting and David wanted to avoid that meeting. I was his excuse.

Actually there is one person on the crew that the crew and I particularly wanted to re-connect with whom we never found, and her name is KERRY PETERSON. If anyone out there knows what became of Kerry, if she has a new last name, or where she may be, PLEASE let me know at Ironybread at Earthlink dot Net.


Image courtesy of John Baker.

Did you find any obstacles in writing your articles on TWICE?

I wish George Lucas had talked to me. I queried his office about an interview several times over several years, both while he was in production on Episode III and after it was released. He passed. And I wish I had been able to find that super-collector who went up to Korty when Korty Films was closing up shop and took so much animation art off of Korty’s hands. He still hasn’t come forward.


In your articles, you mention that there's stuff that was filmed but never made it in the movie. Care to go into more detail?

There are a lot of shots that the animators described that didn't make the final cut. Some of them got saved on various animators' demo reels. There's Greensleeves' death scene, which was originally meant to play right before Ralph gives the last unused dime back to FGM. There's an early scene with Ralph done when he was still voiced by Bud Cort. And Korty talked about a live action sequence that had to be cut: When Ralph and Mum are futzing with the hands of The Clock and time is fast-forwarding and rewinding, you can see just a few frames of what looks like a struggle involving some nuns in an elevator. What's actually going on there is that they're battling an inflatable woman. In a two-and-a-half-minute scene that was shot but didn't make the final cut, there are some nuns in an elevator, and a man enters carrying sex doll in his briefcase. And slowly it starts to self-inflate. The man with the suitcase is a talented pantomime named Geoff Hoyle.

Mark West animated a scene that was supposed to be inserted right after the nightmare with Ralph and Mum in the office: In the original cut, the paper cutter blade comes down on Mum, and Ralph can't find him after the nightmare is over. He thinks Mum's been shredded. He spends the next part of the movie really down, and he's wandering around the frozen landscape when he sees the Balloon guy in the park. Ralph goes into his ear, and starts wandering through the memories in the guy's head. He used to be a pilot, and his head is full of images of planes and flight, and at the end of the tunnel there's a child's drawing of a plane - and Ralph finds Mum there.

There's other footage and audio that may still exist. Brian Narelle says Entertainment Tonight came to the studio at one point, and later they broadcast a four-minute piece about the production. There's probably a demo version of the song "Twice Upon a Time" with vocals by Michael McDonald in one of Michael's storage units. And we hope somewhere there's a tape of the sessions at Abbey Road with the London Symphony Orchestra, because Maureen McDonald describes how the complete version of "Life Is But a Dream" does something we never knew about: "The amazing part comes right where they faded it out [after the lyric "...like dreams do", before the Fig is attacked by the vulture], which always bummed us out, because there was this huge bridge section that Mike wrote that really is a great moment."


Is it crazy to think that maybe some of this footage could be put in a Special Features section if TWICE gets released on DVD?

Licensing the outtakes would probably be a breeze, because it’s all Korty Films copyright. It all depends on what the animators kept for their demo reels. The Korty Films archives on TWICE UPON A TIME is very very small because of what happened when the studio closed, but a lot of animators kept workprint footage as resume material. Which is yet another example of how, in the end, the artist is usually his/her own best archivist. The bigger the company, the more likely the thing will be saved. On Lilo and Stitch, they animated a very funny Big Chase Scene Finale where an airliner did a 90-degree barrel roll between a row of buildings and knocked the ice cream off a pedestrian’s ice cream cone. That footage still exists, because there is a Disney Archives. On the other hand Harley made all those great translight backgrounds for TWICE UPON A TIME. Those don’t exist, because there was a garage sale. When we catch ourselves thinking “Boy, I hope somebody’s keeping this footage/artwork/music” it’s probably a sure sign that the answer is no, so when in doubt, we must always remember to pony up the cash for that DigiBeta/hi-res scan/CD dupe and make that digital clone and take it home and wrap it in plastic and KEEP IT!


After watching the film, I couldn't help but notice how, um, dated it felt, mostly with the songs. Do you think that this could be one of the reasons why TWICE UPON A TIME is not high priority in WB's eyes to release the film on DVD?

Definitely. Actually as we know the equation is very complicated but in this case that may be the variable that counts most. Every studio would like every film in its catalogue to be a revenue stream, but every DVD title is an investment in terms of restoration/authoring/art direction – so before they make it the home video department has to figure out how to sell it. Popular titles sell. Historically important titles get made even if they don’t sell because they generate prestige. TWICE UPON A TIME is a tough sell because it’s not popular and not everyone is convinced it’s historically important.

Let’s line up TWICE UPON A TIME against, say, OUTLAND. They’re both Warner Bros. / Ladd Company films, and they’re both still not in profit. OUTLAND stars Sean Connery – major audience draw. It had a wide theatrical release and has been recycled endlessly on TV, so lots of people have seen it. Plus the movie is still not in profit. Three really good incentives to squeeze some more blood from that stone and get it out on DVD. Result: yes, it’s available on DVD.

TWICE UPON A TIME has no star name attached except George Lucas, and he skews sci-fi, NOT animated comedy, so already you’re confusing people if you put his name on the box. TWICE is not in heavy rotation on TV so very few people have seen it – Ralph, Mum, and Botch are not familiar faces. There will not be high demand for this DVD. So already Warners is taking a chance on making their costs back just by paying to put it out.

In the end you’re left with a movie that has no cultural baggage, because it’s just a complete blank to almost everyone. A lot of the motivation behind a DVD reissue could simply come from whether or not the decision-makers at Warner Home Video like it – or think their kids would. I don’t think they do, and yes, the music is probably a big reason why not. The movie suffers that terrible Pop Disease where you put what you know is a sure-fire hit song in your movie, and then you wake up in ten years and realize that you ended THE ADDAMS FAMILY with a song by MC Hammer. WHEN THE WIND BLOWS also has the Pop Disease. Those original songs by Roger Waters and David Bowie simply screamed NOW! in 1986, and now they just scream THEN!

Of course you can take all this theorizing and COMPLETELY DISREGARD IT, because ROCK AND RULE got its own two-disc special edition, and there’s even a DVD of THE LAST UNICORN. If THE LAST UNICORN can get its own DVD, anything can.


Do you think that hey, since Lucas has tinkered with his baby, the original STAR WARS films, that maybe, just maybe, he would be willing to do the same with TWICE UPON A TIME?

Somebody might want to tinker with it, but Lucas won’t. He couldn’t even find the motivation to sit for a one-hour phone interview about TWICE UPON A TIME.


What was it like connecting with people who worked on a film that made such an impression on you when you were young?

This was nothing short of magic. I relate to this film first of all as a fan. By making this film, this crew made me laugh. I respect that a lot. So connecting with the crew, the actors and the animators and the creators who made this film so damned funny, was like meeting Rod Rescueman.


Since CG hasn't entirely made stop-motion obsolete, do you think that there are people out there willing to give Lumage a try? Or has technology made it virtually moot? Or do you think that it's not really worth all the trouble?

There are two reasons to do traditional Lumage animation: one, to do Lumage animation, and two, to produce animation in a Lumage style. If you consider only the second reason, there’s no practical reason to do traditional Lumage at all. Lumage has three basic parameters: The characters are made of Pellon. The backgrounds are translucent and lit from behind. The animation is performed in cut-out. So consider the Pellon first: Use acrylics and it looks X. Dip it in a bucket of paint and it looks Y. Dab at it selectively with watercolors and it looks Z. Add movement from frame-to-frame and it can take on any quality from a solid block of color to a wild boil. But all of that can be simulated in CGI. Despite all its complexity as a physical object with light shining through it, when you simulate it Pellon becomes just another texture whose behavior is more or less predictable. Even that watercolor boil can be simulated if you introduce a defined randomness. Then there’s the backgrounds – at Korty Films they used huge transparencies with blown-up photos or painted designs. Again, easy to simulate in CGI. Then there’s the cut-out style, with that signature funky, jerky movement. South Park has been doing that digitally for years. So if your goal is simply to create something that looks like Lumage, you don’t need to do traditional Lumage. You can do it in the computer. No fuss, no mess.

What worries me is that no one’s doing Lumage for the first reason, which is to do Lumage. Animating in coiled wire requires a unique skill set. Animating in sand requires a unique skill set. Flash, After Effects, cotton balls, Lumage, Maya, all these animation techniques require unique skill sets. And I don’t think it behooves us to decide that we have nothing left to learn from Lumage. The more skills you know, the better an artist you are, no matter what your medium. And everyone who’s transitioned from traditional animation to 3D knows that even though they’re very different skill sets, there’s always thing A that the animator learned over there in the Traditional world that helped enormously when it came time to do thing B over here in CGI. Imagine what we still can learn from Lumage. And the materials are certainly there. We still have Pellon, we still have transparencies, we still have light boxes, we still have big planes of glass. Animators can do it, so animators probably should do it, because a good artist never stops learning. That’s the personal enrichment angle. Which is to say nothing of the aesthetic angle. I love how Lumage looks, and I want more. And it doesn’t have to look like it did when Korty did it – the field is wide open. Here’s this amazing technique that one American studio used for twenty years, and then they stopped, and that was it. Think of all the copper left down in that mine!


What's next for the film?

What’s next is, an animation producer or director who grew up with TWICE UPON A TIME and loved it needs to bite the bullet and do another film just like it. We need a new animated feature done in exactly the same style. Or maybe something that looks like Lorenzo. Or Toot Whistle Plunk & Boom. Something where you can tell the designers have cast off the shackles and are having the time of their lives. It must come from an established animation studio who can sell it based on the performance of their previous features, but it can’t look or sound like any of those features. It has to get that visual style and that improv sensibility out there in one film, and this film must look and sound as unlike Shrek as possible. The voice direction has to be improv-driven, which means it has to be guided by animation people who’ve already worked in that milieu. Tom Snyder’s Soup2Nuts team could do it, or maybe Christopher Guest could do it using his repertory company, Shearer and O'Hara and Levy et al, who as a group have logged some impressive hours as animation voice-over professionals.

The point is, a production entity with an established brand has to take TWICE UPON A TIME into its hearts and RIP IT OFF, MERCILESSLY. We need another movie with all the glee and all the memorable characterizations and all the beautiful oddball design sense of TWICE. Once that happens, and audiences learn to read the style, the TWICE UPON A TIME DVD reissue will take care of itself.


For the uninitiated, where can one go to view TWICE? What's the best possible copy out there?

For optimum viewing, purchase a laserdisc player (very possible) and the TWICE UPON A TIME laserdisc (very impossible). If you don’t want to get that involved, buy the VHS. Five copies are currently available for $42 and under from the big webseller with the river in the title.


Thanks, Taylor, for taking the time to answer my questions about TWICE UPON A TIME. Let's hope that we'll be seeing this lost animated gem available again one day.

Thanks for asking. Skål! And remember everybody: KERRY PETERSON. First person to find her gets a copy of Animation Blast and a free can of Buzz Cola. Email me at ironybread at earthlink dot net.

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Thanks to Taylor, I've got some images from various sources about the making of the film. (Click on each image to view it larger.)

From ASIFA-Hollywood's GRAFFITI newsletter, 1981:



The following images were from American Cinematographer, May 1983:

This is a great shot of animators' hands carefully preparing nightmare bombs on cut-out images of workers in the office scene:


Camera set-up of the office scene:


Various sequential cut-outs of Mum:



Here's a storyboard sequence with some potential gags by Kai Pindal:


Frivoli character cut-outs:

Below are some screengrabs of the film. Oh, and a word or two about these screengrabs before you see them: they were taken from a VHS copy of a VHS copy of the film. So, we're talking not the best quality here. And I apologize for that. But it's some way for you all to get some sense of what this film looks like, to excite and inspire you. More will be posted with Part Two. Again, click on each image to view larger:




















This is the end of Part One. What's in store for Part Two? Why, an interview with the art director of TWICE UPON A TIME, Harley Jessup! Expect that, along with some more screengrabs soon.

UPDATE: Click here for Part 2.