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Warm-hearted, funny and surprisingly moving comedy drama, with a standout performance by Rhys Ifans.

The inspired tag-line for once Upon A Time In The Midlands bills it as 'A tinned spaghetti western', which is a pretty good description, as it borrows the odd visual motif and plot-line here or there, but is, at heart, an enjoyable Midlands-set suburban comedy drama. As such, it forms the third in Meadows' 'Midlands Trilogy', alongside the writer-director's previous two films (along with co-writer and childhood friend Paul Fraser), twentyfourseven and A Room For Romeo Brass.

This time round, however, Meadows has an A-list cast to work with - Robert Carlyle stars as Jimmy, a small-time crook that walked out on his ex, Shirley (Shirley Henderson) and child (newcomer Finn Atkins as Marlene) several years previously.

He's inspired to 'ride back into town' and make a play for Shirley after he sees her reject an embarrassing proposal from her current boyfriend Dek (Rhys Ifans) on a daytime television show. Naturally, conflict ensues and a showdown is on the cards...

Minimal Cowboy References

Meadows has described the 'cowboy' elements as being "more High nine-thirty than High Noon, really", and this is as apt a description as any. Aside from a nod to the opening credits of Once Upon A Time In The West and a few shots and sequences (Dek holding a drill like a gun; a stand-off in a bar etc), the references are kept to a minimum and don't over-balance the story.

In addition, the only cowboy hat in evidence is the one perpetually worn by Ricky Tomlinson as Carlyle's country & western-obsessed best friend. (Be sure not to blink during Tomlinson's introduction sequence or you'll miss one of the best gags of the film).

The acting is superb - Meadows has proved to be an excellent director of actors (especially children) in the past and he gets great performances from all concerned here. Ifans, in particular, delivers his best onscreen performance to date, subtly transforming Dek from the clownish loser he first appears to be, into the film's real hero.

Gradual Character Reversal

In fact, the film is extremely well cast, because both Carlyle and Ifans undergo gradual reversals from the kinds of characters both men have played in the past, and this works brilliantly in the context of the film.

In addition, there's reliable support from Kathy Burke and Ricky Tomlinson (who provides most of the laughs), but the real revelation is Finn Atkins, whose touching relationship with Dek gives the film its heart.

In short, Once Upon A Time In The Midlands is an extremely enjoyable, surprisingly moving film that's well-worth checking out, not least for Ifans' performance.

Oh, and you can have fun spotting Vic Reeves and Bob Mortimer in their surprise cameo that, luckily, doesn't detract from the film. Highly recommended.