Twice Upon a Time is a 1983 animated film directed by John Korty and Charles Swenson. This film had an unusual history in terms of release and editing, but it has been named one of the most important films in the history of stop-motion animation. This was also the first animated film George Lucas produced.
The film uses a form of cutout animation, which the filmmakers called "Lumage", that involved prefabricated cut-out plastic pieces that the animators moved on a light table.
In the faraway eternally busy city of Din, live the black-and-white Rushers, who constantly go about their business in a fast-paced way and stop only to sleep. Din lies in between two worlds that create dreams to deliver to the sleeping Rushers – one is the bright and cheerful Frivoli, where Greensleeves and his Figmen of Imagination bring sweet dreams, and the other is the Murkworks, a dark and dingy factory home to vultures who drop nightmare bombs. The evil Synonamess Botch, maniacal ruler of the Murkworks wants to foil Greenie's efforts and subject the Rushers to non-stop waking nightmares. He uses his vultures to kidnap the Figs and Greensleeves, but not before Greensleeves writes an S.O.S. to Frivoli.
Meanwhile, two misfits known as Ralph The All Purpose Animal (named so for his somewhat unreliable shapeshifting abilities), and Mumford, a Chaplin-esque mime, are put on trial for their incompetence at work. Determined to prove they can do something right, Ralph and Mumford take on the job of garbagemen. As they dump garbage over a large hill, they meet Flora Fauna, Greensleeves's niece, who has found her uncle's S.O.S and wants to find him. Botch spies on the three through Ibor, his robot gorilla, and uses Ralph and Mum's desire to be heroes to his advantage. After introducing himself as a friend of "Greenie", he cons the three that in order to save Greensleeves, they need to go into Din and steal the main spring from the Cosmic Clock. Flora stays behind to act the part of the damsel in distress for Botch's nightmares. Mumford and Ralph release the spring which causes time to freeze. They chase the spring throughout Din, but Botch sends his vultures to steal the spring from them and begin planting nightmare bombs. AFairy Godmother, or FGM as she likes to be called, twinkles in to tell our heroes that they have been tricked and gives them three dimes to make a phone booth appear in case they need her help. FGM also recruits the help of the dim-witted but musclebound Rod Rescueman to aid them. Rod is more interested in rescuing Fauna, however, and abandons the boys to find her.
Ralph and Mum find nightmare bombs scattered all over an office, ready to be set off by Botch once time starts again. Mumford accidentally sets a bomb off and the two are trapped in a nightmare where they are chased and nearly killed by office supplies come to life. When they are finally freed from the nightmare, the Fairy Godmother transports them back to Frivoli and tells they're better off giving up after all the mistakes they've made and fires them from the hero business. This only further strengthens Ralph and Mum's resolve to do right. Meanwhile, Rod "rescues" Flora from the Murkworks and attempts to get a kiss from her. She tries to escape from his floating apartment in the sky and falls. She survives, however, when she lands on a mechanical serpent that attempts to stop Ralph and Mum from reaching the Murkworks. The trio and Rod storm their way in with the help of Scuzzbopper, Botch's former nightmare screenwriter, who decides to aid them after Botch destroyed his recently completed novel. Rod and Flora rescue Greenie and the Figs but have to contend with Ibor. Rod tries to save Flora again but fails, and Flora destroys the robot herself. Mum and Ralph take on Botch as the vultures fly the spring back to Din. When it seems Botch has killed Mum, Ralph finally manages to control his shapeshifting and tricks Botch into pushing "The Big Red One", detonating every bomb before time is restarted. Just as Botch is about to kill Ralph for ruining his plans, one last nightmare bomb appears and rolls toward Botch. Terrified at being subjected to his own nightmare, Botch leaps out the window and is carried away by his angry vultures (which leads the viewers, to think that the vultures are about to kill Botch off screen for his insults to them and made them go through). Ralph finds the bomb was really Mumford, who survived Botch's attack and hid in an empty shell. The two now consider themselves heroes and earn kisses from Flora. The spring returns to the Cosmic Clock of its own will, and restarts the flow of time, but at a pace where the Rushers can enjoy life.