It was significant, first, because of the movie itself: a cut-out animated film starring characters made entirely of fabric, with a story told in a hip, ironic style too sophisticated for kids and too silly for adults (or so the studio thought, anyway).

It was significant for the filmmakers, who were suddenly getting an audience of millions for a movie that had opened and closed in two weeks in a single Westwood, California theater in August 1983.

And it was significant for a generation of animators and other smart-ass creative artists (my hand is raised), all of us left gasping at its astonishing visuals and pissing ourselves laughing, our creative outlooks forever changed in its wake.

Twice Upon a Time retains a hefty cult following, and those 12 airings on HBO in June 1984 have a lot to do with it. A lucky few channel-surfers stumbled on it, and all of them were hooked - and all of them were damned for it, because for the next seven years, you couldn't find Twice Upon a Time anywhere, no matter how hard you tried. And when it finally came to home video in 1991, we were in for a small shock.

My sister and I were channel-hopping when we first saw Twice Upon a Time. I was 12, she 14. In the years that followed, the name "Ralph the All-Purpose Animal" and phrases like "The Big Red One!" and "Don't push my buttons" became our private code. The phrase "Nightmares! Read my lips - nightmares!" was, in mixed company, to be followed by a silence and a shared look while we elided the word "Asshole" before breaking into sobbing bursts of laughter.

In my second year of college I bought the home video version. "Asshole," as well as a "shit" or three, were gone.

To a twelve-year-old, the means of fetishizing Twice Upon a Time was simple: They were animated characters. They were swearing. Cartoons simply did not do such things. That's why you stayed up late to watch Heavy Metal, in case you watched it again recently and wondered what in hell you ever saw in it. It's also why ten-year-olds want to rent The Matrix. Nothing really changes; all these films share one totem, one solemn pilaster, one worshipful pose. To the 'tweener, the too-young-for-admittance, they elicit the magic sentence: I am not supposed to be watching this.

In Twice Upon a Time, Botch throws Scuzzbopper's script out the window - and Scuzzbopper does what everyone over the age of eight would do; he calls him an asshole under his breath. They were swearing. They were animated characters. Thus, my on-the-floor laughing jags. Now, in 1991, "asshole" had been snipped, and so, somehow, had been my inner 12-year-old.

he contents of those snipped seconds - and the reasons for their removal - are somewhat compelling. (The full story behind this and other aspects of the film's production is detailed in the article "Final Cut-Out" in the latest issue of Animation Blast.) Suffice it to say, when we bought our Twice Upon a Time videotapes and laserdiscs and saw an emasculated, slightly racy G version of a film we'd seen on HBO in PG form, we cried to the heavens: "But this isn't the original!" How little we knew. In fact what we were watching was the result of a collision between independent and studio styles of filmmaking, a battle in which all parties - save for that of the art of animation - lost.

Twice Upon a Time is a product of the early 1980s, a time of abundant twelve-year-olds, a time about which even the most hardened animation cheerleader would be hard-pressed to feel nostalgic. The film was the product of North Bay animator/director John Korty and his autonomous Korty Films company: producer of shorts for Sesame Street, a company built on core values that were not so much wiseass or noncommercial as sensibly antiestablishment.

"My favorite Korty story," says Twice Upon a Time animator George Evelyn, "was when Chuck Jones visited the production. He was very impressed, and he set up these TV cartoon guys to meet with Korty. The TV guys were talking to John about the whole Saturday Morning thing, and John listened and nodded, and finally he said: 'Hmmm. Well, what about all that sugary cereal you sell with those cartoons?' The TV guys looked at him, and they looked at each other, and that was the end of the meeting."

Twice Upon a Time was made under the aegis of Warner Brothers and Ladd Company, but was produced far from Hollywood in a sun-filled three-story suburban home in Mill Valley. "We had sixty people in a house zoned for twelve," says line producer Barbara Wright, now a casting director at Klasky-Csupo. "There were always a lot of cars parked on the street, so of course the fire marshals came around often. I'd shoo people out the back door, and the marshals would come in, and they'd say, 'Gee, look at all the flammable materials,' but we always made code."

Characters were built in a garage that was not quite weather-proof; some special effects sequences were created in a bathroom-less dungeon under a lawyer's office down the road. The word studio was never mentioned in connection with Korty Films unless someone was on a field trip to see the suits down in L.A.

All this was in support of an animation technique called Lumage, or translucent cutout fabric: an industry-of-one whose name was coined by creator Korty. His Oscar-winning short "Breaking the Habit" (1964) had been animated in Lumage, and Korty intended to cook up a feature the same way. But things didn't turn out quite as planned. "It became increasingly difficult to do this film with the pure Korty method," says Twice Upon a Time animator John Allan Armstrong. "The pure Korty method that he was very proud of was that an entire cartoon could be contained in one envelope, because it had all the body parts you'd ever need."

Korty Films' "Ink and Paint" department consisted of a team of cutters, snipping and spraying fabric under the supervision of long-time Mill Valley animation matron Margaret Hale. Meanwhile the voice actors were chosen specifically for their improvisational ability, and they generated most of the film's dialogue. In sessions that unfurled like classic comedy sketches with little room to get a word in edgewise, the results are hilarious to most, an acquired taste to others.

"Brad Bird told us at a screening that he thought it was filmed in 'Wall of Dialogue'," says scene animator Chuck Eyler. "He thought they should advertise it to urban pot smokers who watched Saturday Night Live."

ith HBO's truly random audience reach, there's no telling from what walks of life the film's fan-base will spring. "[Animator] Doug Haynes was on a bus to Santa Barbara once and he happened to strike up a conversation with a marine," says sequence animator Deborah Short, "and the marine had seen Twice Upon a Time and said his mind had been blown." Chuck Eyler and friends can recount similar tales of being stopped by fans who spotted their custom-made Twice Upon a Time T-shirts. "We were all joking that someday we'd get off a plane in Eastern Europe and someone would see our T-shirts and go 'Aaaaaaah! You worked on film!'"

Viewed today, the film more than holds its own. Its production values are impeccable, if its scope seems limited. In fact the whole film could be done today on a laptop, as producer Bill Couturie ruefully notes; what in 1982 required a four-tier multiplane animation bed with a motion control array operated by a state-of-the-art personal computer can now be done sans everything but the computer. "The film is technically so primitive now that an audience that's used to seeing Pixar films would just think it was unimaginably crude," Couturie says. "You and I can appreciate that given how it was made, it's incredibly sophisticated."

Because the comedy of Twice Upon a Time remains so fresh, the movie's legacy is still evolving. If you care to have it, a tape of Twice Upon a Time can still be found - and artists have, says Couturie. "Art directors are constantly ransacking art history, and they're among a certain level of artists who are hip to it."

Questions about Twice Upon a Time's influence over the artform are practically moot. Read the credits and you'll see name after name of current industry innovators and heavy hitters, including directors Henry Selick, David Fincher, and Chuck Swenson, and any number of today's hero animators and designers. Production designer Harley Jessup alone has scored over a billion eyeballs with his production design for Monsters, Inc., and stands to do the same for the Pixar feature to follow Cars.

Awareness of the feature in the United States is growing thanks to perennial broadcasts on Cartoon Network. It remains alive overseas as well. "We get royalty checks all the time," says singer/songwriter Maureen McDonald. "Internationally, the film is big. If we're looking since '84, it has been played consistently on cable all over Europe and throughout the world. We've even gotten radio airplay in places like France and Germany. It's been played in Japan. The European market is so much more open on a creative side than the U.S. market."

In terms of academe, the jury is still out. One influential critic (that would be Charles Solomon) has written a coffee-table history of the medium in which he bypassed any appreciation of the film's visual and comedic stylings and dismissed the whole shebang in one sentence. Even hardcore fans of the film have to admit that the sometimes slapdash storytelling of Twice Upon a Time leaves them wanting, a feeling shared by many on the crew.

"I still think there's a great movie in there somewhere," says voice actor James Cranna. "Every time I watch it I have that near-miss feeling." Sequence director Carl Willat long ago leaned to deal with the many what-ifs that linger around Twice Upon a Time. "Talking about what could have been with this movie is what Peter Crosman calls 'kickin' the dog'. Whenever we get together we all start kicking the dog."

With the right money, of course, this could be a screenable - and bankable - entity. Put in that action set piece so badly needed at the end of act 1. Replace all the '80s pop music with They Might Be Giants. Tweak this, plus that - etc., etc. But most crewmembers aren't losing sleep over the issue. "The film is done," says Korty. "There were scenes cut and so forth, but it doesn't make economic sense for anyone to spend time on it. But who knows, maybe the right person would want to give it a second look. All it takes is somebody with clout to get passionate about it, you know?"

Before all these issues, though, lies that of the film's very survival. There aren't any projectable prints in 35mm - Warner Bros. didn't save any. The negative is presumably safe, but how sound is anyone's guess. There was a VHS and a laserdisc (both of which you probably bird-dogged on eBay before reaching this paragraph). Redistribution via special-edition DVD is obviously a vital necessity, and not just as a historical service.

"This movie really needs a push into the family world - people who like SpongeBob SquarePants would love this," says Barbara Wright. "I've met people who've told me their favorite animated picture of all time is Twice Upon a Time. And they couldn't believe I'd seen it, let alone worked on it!"

1) Harley Jessup, Production Designer

John Korty used to hire people with good design skills and a fresh voice but no animation experience, whom he then taught his Lumage technique. Korty gave me a lot of great opportunities. I graduated from Oregon State with a BFA in Graphic Design. Afterwards I got an MFA in graphic design at Stanford. I met Korty at the Stanford design conference and he invited me to come to his studio in Mill Valley. I went over, and he sat me down in front of the Lyon Lamb, gave me a brief tutorial and let me go. I cut out some character parts and did something, and he saw some promise in what I was doing. That was one of the most intense days of my life.

What I learned from working on Twice Upon a Time was that the discipline of designing a film is the same no matter what the scale of production. I learned how to go through development, then preproduction, then production. Twice Upon a Time gave me the confidence to do it. I learned how to work with a team, how to work in a collaborative process, and how to come up with a controlled approach that nevertheless allows everyone to contribute. You really want to be open to a great idea no matter where it comes from. It's the same thing now at Pixar. You want to be open to ideas from all different directions, and good at recognizing a good one.

2) Richard Downing, Still Photographer

What was really different about this project that I've never seen elsewhere was that the animators were given free reign to be creative, try different things, go under camera and do things that weren't planned, and go off model if they thought it was justified. They were given a great deal more freedom than most animators. On the one hand it resulted in a peculiar mix of looks. On the other hand, the effect was intoxicating.

George Evelyn did one shot where he didn't notice that there were two buildings slowly sliding down the glass the whole time, and when he noticed at the end, he animated them back up in place. That was not considered ruined, and it was printed.

3) Margaret Hale, Art Production Coordinator (d. 2003)

My husband and I had our company Imagination Inc. for four or five years in the mid-1970s. We first met John Korty at Stinson Beach, I think, with his kids. We'd talked a little bit, and then when John was starting this cutout nonsense, at some point he phoned me and asked me if I could go in and run the department. And I was sort of appalled because he was convinced that this cutout animation was much easier and quicker than regular animation. And it isn't of course. It just takes forever to do it. He could do these simplistic things, but you can't make that a whole film, not that style. It just wouldn't work.

You have to cut thousands of arms and legs and heads and bodies and so forth. And he felt you could do it with just a few pieces, you see, but you can't. If you had an arm that you wanted to bend at the elbow, you'd cut two pieces, but then if you put the arm down, then pieces would overlap. That was what was so awkward about it. Dear oh dear…It just took so long to do, and it was so exhausting. But I think the animators who worked on that did an incredible job, pictorially.

4) David Fincher, Camera Assistant

Certainly there is no more time-consuming way of animating. People will say, "Oh my God, an animated film, you have to draw every fucking frame." Well in most cases on this movie they drew every other frame, and then cut it out of fucking fabric. [laughs] There's no longer way around the bend. It was spectacularly ill-conceived in a certain way. But at the core of it there were people who were really fucking amazingly talented, who were drawing beautiful things and had amazing ideas. You would watch Harley rubbing his chin and trying to be really polite about how everything was changing. [laughs] And then he would go off and pull something out of his ass that was just spectacular.

I think I learned one of the most valuable lessons in making movies from those guys, and I don't even think I was aware of it at the time: If you need five million, get the five million, or don't make the thing. Because if you get two and a half and go to five, you're going to spend that other two and a half at time and a half, and people are fifty percent productive and cost you seventy-five percent more. [laughs] It was a valuable lesson. And actually to this day, when I make movies, I go, "Look, it's sixty-five million dollars. If you don't have sixty-five million, let's go make something else." Because you never make up for that. And it gives the people who are financing it too much control when you have to go back and beg on an hourly basis. Then they get to do that horrible thing where they go "Well, if you really want it, you'll figure out a way to do it for eighty cents on the dollar." You just go, "But I've got to do it over the weekend now, because I'm out of fucking time."

5) Charles Swenson, Co-Director

When I first talked to Bill Couturie, he gave me a copy of the script, and as it was then, it was fairly chaotic. I think it had eighty-seven different important events or characters that you had to know and understand in order to get the story. And I said, well gee, I'd be glad to help you with the direction but it seems like you need some writing help as well. And so they hired me on as a co-writer as well, and we spent a couple of months rewriting the script, myself and several other people.

I think part of why the movie was not successful is that, in my view at least, it's still a little too complicated. We got it down to eight or ten events, and people, and it should have been three or four, six or seven. If you look at the movies that are currently done that are popular, everything from Ice Age to Babe, the movies that are sort of in this general category, they're all pretty simple. And this one was I think a little too complicated.

6) Bill Couturie, Producer

I'll never forget Richard Edlund saying, "You can't build a camera like that! You can't use a Nikon lens! You can't use a zoom lens! You can't use an Apple computer to run an animation stand! Are you out of your fucking mind?" And I said, "Well, all we can afford is an Apple computer and a Nikon lens, so that's what we'll do." And it certainly wasn't ideal, but the thing worked. We built the multiplane animation stand for, I forget…ten thousand dollars, fifteen thousand dollars. Peanuts. The most expensive thing was the Mitchell body. Edlund was just appalled that we were trying to shoot a film through a Nikon lens, and having stepper motors operated by a little personal computer from Apple. But it worked. I can't say it worked flawlessly on a day-by-day basis. John Baker was always in there tinkering with it. But the damn thing did it. It was a three or four-level multiplane camera with a zoom lens. It didn't truck. The camera was steady. We did our moves with the zooms. In the days when the Oxberry was king, that was just a completely crazy idea. And the bottom line was, sure, we would love to have a fancier camera, but this is all we can afford.

7) Maureen McDonald, Singer/Songwriter

There is no leverage. [laughs] There's no such thing in this industry. There's cut throat, and then you die. There's no in-between. They don't even like bad jokes.

8) Henry Selick, Sequence Director

Wherever you can, be around the corner, down the street, in another city. That's what happened with Nightmare Before Christmas. We did the whole movie in San Francisco. There was distance from the producers. As creative as Tim Burton is, and the ideas and the story came from him, he wasn't there. He was off making another movie. The executives weren't there. Other projects I've done have had more people over my shoulder to the point where it was intolerable. So that's what I've learned - stay out of sight. Keep the budget low. Be a moving target. That's how I was able to do the nightmare sequence in Twice Upon a Time - we were down there with no bathroom under the lawyers, and no one wanted to come down and hang out with us!

9) Gareth Wigan, Co-founder, Ladd Company

I don't think there was a given target audience for Twice Upon a Time. And indeed the way that the industry worked in those days, before you made a film there was much less attention paid to saying "Who is the target audience? Is there a big enough target audience? How can we get to them?" The idea of the audience being segmented in quadrants and age groups and things like that was much less scientific. Five years before when we were selling Star Wars at Twentieth Century Fox, the only research that was done at that time resulted in the fact that no film with "War" in the title had ever made more than fifteen million dollars at the box office. The recommendation was to change the title. That was all the help we got from research on that film. So there was much less research, and therefore much less knowledge, and therefore much less attention paid to that kind of research. I think it was still a time where generally speaking, if you made a really good film, people would go to see it.

10) John Korty, Director

There's some sort of odd timing that happens when a person is making up words that is different from when a person is saying words that they've memorized. It's like the way a jazz singer breaks up phrases. A straight singer will just read the music according to the rhythm pattern of the written music, and a jazz singer will come along and change the phrasing, the timing, the syncopation, everything. One of the things I say when I talk to film classes about acting is, after thirty years of directing actors in movies, most of the lines that really stick in my mind are lines that are improvised.

11) Bill Couturie, Producer

What's great about improv when it works is that it's real. It's not something that you preconceived and put on paper and tried to inject life into a la Dr. Frankenstein. In improv, it's a real moment. It actually happened between the actors. And certainly you try to create that as well when you're doing a dramatic film, but when you're working with actors and a script you're basically trying to make it look like no one's acting. Whereas, and this is part of what I love about documentaries, when either a doc or an improvisational moment works, it's real. You're not faking it. You can hear in certain scenes in Twice Upon a Time that these characters are actually doing this. It's not us behind the scenes being puppeteers manipulating them. And there's a purity to that.

June 2004