Twice Upon a Time is a 1983 American animated adventure fantasy comedy film co-directed by John Korty and Charles Swenson from a screenplay by Korty, Swenson, Suella Kennedy and Bill Couturié. The first animated film produced by George Lucas, it uses a form of cutout animation which the filmmakers called "Lumage", involving prefabricated cut-out plastic pieces that the animators moved on a light table. The film features improvised dialogue and a visual blend of live-action, traditional 2D-animation and stop motion. Plot In the eternally busy city of Din, the black-and-white Rushers constantly go about their business in a fast-paced way and stop only to sleep, due to their Cosmic Clock being wound too tightly. Din lies 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 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 Chaplinesque mime – are put on trial for their incompetence at work. They are determined to prove themselves when they meet Flora Fauna, Greensleeves's niece, who found her uncle's S.O.S. and wants to rescue him. Botch spies on the three through Ibor, his robot gorilla, and uses Ralph and Mum's desire to be heroes to his advantage. Botch deceives the three, claiming to be a friend of Greenie and telling them that Greensleeves can be saved if they go into Din and take 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's vultures steal the spring and begin planting every nightmare bomb in the Murkworks' inventory all over Din. A Fairy Godmother (FGM) twinkles in to tell Mumford and Ralph that they have been tricked and gives them three dimes to make a phone booth appear in case they need her help. FGM