"It all started on a Tia Maria-fuelled evening in the Peak District when Fraser and I were coming up with ridiculous titles to send along with a very early draft of the script," recalls Shane Meadows. "We scribbled Once Upon a Time in the Midlands on it and sent it down to London for a laugh. The next day, we got a phone call saying, 'Great title! FilmFour likes it! Go ahead'. It started from there and once we got a little bit braver with it, we realised that our original idea was akin to the Westerns we'd seen as kids and we began to develop it."

"The basic premise here is 'bad guy comes back, tries to destroy everything and gets run out of town on a rail'. I still think that Shane's dream is to make a Western - when we were kids he had an absolute passion for them," co-writer Paul Fraser adds. "But this is really a romantic comedy, although Shane would hit me for saying it."

"I remember the Westerns I saw on TV on Sunday afternoons: always black and white, a Christian family on the wagon trail with the kids in the back and some really dodgy Indian types coming over the hills and trying to kill everybody," says Meadows. "When VHS came along, I'd watch pirate videos with my father: Clint Eastwood films, Charles Bronson films, High Plains Drifter, Once Upon a Time in America. My Dad was out working all week and it was the only time I really sat down and bonded with him. Because I was with him and he loved Westerns, they really stayed with me.

I love the Westerns where you get an isolated man, a lonely man, almost a mythical figure, like Clint Eastwood in The Outlaw Josey Wales. He's alone because he's lost his family and he doesn't want to love again but through his journey across the West, all sorts of lonely and disparate people are brought together. I love that simplicity. Paul and I actually wrote a Western, set in America but although I was really attracted to the idea, I wasn't ready to get on a plane and drop everything I'd been trying to do."

"Shane contacted me to say he wanted to develop a project inspired by a short film he'd made," says producer Andrea Calderwood. "The original was quite a sombre piece, a monologue by Paddy Considine as a boxer who's just got out of jail for manslaughter and is obsessed with getting his wife and child back from the man they've been living with in his absence. As the screenplay developed, Shane realised that the story of the man who was actually with the wife and child was as interesting as that of the man who wanted them back. And when we started expanding on the idea of a rivalry between these two men, the Western theme began creeping in: a man rides back into town and causes mayhem, ending in a standoff between two men in the street. Shane's films are set in a small town with ordinary people but they have epic themes like love, jealousy, losing your woman and getting her back. We began to think of making it a sort of small town Western."

"Obviously," Meadows concludes, "You can't make a Western in the middle of Nottingham. What I have tried to incorporate is the visual, the idea of the landscape, the depth and the breadth. In Westerns you always had the beautiful musical sequences where people just travel. When I was a kid, I thought those were just magical. Another thing that stayed with me, particularly in Sergio Leone movies, was that no one else ever seemed to be in town. These guys would arrive in this white plaster village south of the border and there was nobody else there. You never, ever saw a local. So in Once Upon a Time in the Midlands, I've kept as many extras out of the streets as possible. But no, it's not really a Western. It's the third part of what Fraser and I think of as our Midlands Trilogy."

"The idea was that the film would be set in Shane's world, on a similar scale and true to the spirit of his previous films, but he wanted to make it more cinematic," says Calderwood. "That's why we brought in Brian Tufano to light the film and why we looked for a 'starrier' cast. Shane's always worked with a mixture of stars and unknowns but for this film, we wanted a really strong "centrepiece' cast of experienced actors, not just for their star names obviously, but for what they would bring to the performances."

"I've been making films in a secret society, locked away in Nottingham," says Meadows. "Even though I live in the Midlands, it was natural that over the course of time, I'd begin meeting people. I began to realise that there were people out there who wanted to work with me as much as I wanted to work with them."

"I've not made any compromises on this film in terms of what I do," says Meadows. "There are certain things I've never done before, things I never thought I'd do - like using a composer, for example. But I'm really enjoying the new things. They're developments in terms of what's happening to me as a filmmaker. You're always looking for new tools."

"I hope that this story and this cast will give the last part of my Midlands trilogy a better chance," says Meadows. "The first two films were critically well-received but not a lot of people saw them. I guess that TwentyFourSeven being in black and white held it back to a certain extent and the story and the nature of the violence in Romeo Brass probably meant that it was never going to be a blockbuster. But I thought that if I went away and never came back, a trilogy would serve as a testament, it would show that I'd served my apprenticeship, if you like. I wanted to finish what we'd started. So before I go off and make "Dino Bites" or some big sci-fi movie, I've got a record of what I was afraid I was going to forget."

"The most important thing to me about filmmaking," says director Meadows, "is that I feel alive when I'm doing it. For me, life is like effing double science and making films is like being in the school play. It's like the last weeks in June before you break up for the summer and you're putting on Bugsy Malone.

Yes, I sometimes find it frustrating and difficult but it's the only voice I've got. I'm very proud of where I come from and I hope that shows in these images of the places that remind me of where I was brought up. People express themselves on council estates. On the street where I was born, yeah sure, there's 65 redbrick houses up and 65 redbrick houses down, but that guy's put a red pillar box in the yard and someone else has got butterflies painted all over the walls…I've always wanted to pay homage to these people and places and I hope that this comes through in my three Midlands films."

SHANE MEADOWS
Director / Co-Writer
Born in Uttoxeter in 1972, Shane Meadows attended photography courses at the Nottingham Art College and began making short films in 1994. Using equipment borrowed from the media resource centre for the unemployed, he persuaded his family and friends to appear in his anarchic comedies.

His touching, funny stories and knockabout social realism soon attracted the attention of critics and festival programmers. Shane's 60 minute "SmallTime" featured at the Edinburgh and London Film Festivals in 1996 and his 10-minute "Where's the Money Ronnie?" won the inaugural Channel 1/NFT short film competition the same year. Jury president Stephen Woolley's Scala Films went on to produce Shane's first feature, "TwentyFourSeven".

"TwentyFourSeven" premiered at the Venice Film Festival in 1997 where it won the Fipresci critics' prize for Best First Feature. The film had its US premiere at the Sundance Festival, won the Crystal Star for Best European Feature at the Brussels International Festival and the EFA Best Actor award for Bob Hoskins. It was also was nominated for a BAFTA for Outstanding British Film of the Year 1997. Shane's second feature, the critically acclaimed "A Room for Romeo Brass" premiered at the Toronto Film Festival and launched the acting careers of Paddy Considine and Andrew Shim.

Shane Meadows still lives in the Midlands.

PAUL FRASER
Co-writer
Friends since childhood, Paul Fraser and director Meadows previously collaborated on several shorts and the quasi-autobiographical screenplays for "TwentyFourSeven" and "A Room for Romeo Brass". While Meadows was filming "Once Upon a Time…" in Nottingham, director Damien O'Donnell was shooting Fraser's screenplay "Heartlands" a few hundred miles away. Fraser's other writing credits include the "My Father the Liar" segment of "Tube Tales".

A graduate in Creative Arts from Nottingham University, Fraser served as choreographer for the frantic dance sequences in "SmallTime" and the lyrical ballroom dancing in "Once Upon a Time in the Midlands".

Paul Fraser still lives in the Midlands.

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