"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. "
"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 producer Andrea 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. " Calderwood adds, "Shane's got a great reputation within the British acting community. It was a joy to cast the film because as soon as we approached people to see if they'd like to meet him, everybody said yes. Everybody was very curious because they'd heard about him. "
"I saw TwentyFourSeven and really enjoyed it and I thought that Romeo Brass was a beautiful film," says Robert Carlyle who plays the prodigal Jimmy. "I kind of let it be known that I was interested in working with Shane and then Andrea, who I've worked with before, got in touch with me. In the meantime, I'd seen a fair number of his short films - it'd be impossible to watch them all, it would take you years. I think Shane's tremendous. He's brave, he's instinctive, and he's passionate about what he does. "
"Jimmy is really the catalyst for the film and Robert Carlyle was the first person I approached, even before the script was written," says Meadows. "He'd done some big films and I think he really wanted to get back in at the level at which he'd most enjoyed working. He's done a lot of work on the independent front and after doing the Bond film, I think he wanted to get back in and get his hands dirty again. " "We went out on a limb every day and that's brilliant for an actor," says Carlyle. "It took me back to the reasons why I wanted to do it in the first place. It's such a cliché, but it was a breath of fresh air for me to work with a guy like Shane. To put together this cast was important for him and the gamble was whether he could do the same thing with us as he'd done with people who'd never acted before. But Shane managed to maintain that enthusiasm he had when he was making films for two bob out of the back of a van. He's polite and gracious and if somebody treats you like that, you jump through hoops for him and that's basically what everybody did. "
"Since I saw Romeo Brass," says Rhys Ifans who plays the reluctant hero, Dek, "and hand on heart, I say it's one of my favourite British films ever, I think that what Shane does is to shine a warm light through the cracks in all his characters. He has a wonderful emotional arc for every character, however small. " "It always seems to happen," says Paul Fraser, "that you have a little character - for example, Morrell in Romeo Brass - and after a few drafts, he just sort of comes out and takes over. That's what happened with Dek. "
"When I was a kid," says Meadows, "I always wanted to be the dark stranger. But I wasn't the dark stranger, I was more like Dek. The beautiful thing about Dek's journey, and something that Rhys has done unbelievably well, is to take a character from being something of a dork to being a hero, someone who stands up and is counted. When I first met Rhys I thought there was more there than anyone suspected and I was right - and more besides. The effort he made to keep Dek believable, even in his most ridiculous moments, is a real testament to Rhys's abilities. "
"It's fun to play the funny scenes but it's also fun to play the dramatic ones," says 12 year-old Finn Atkins, who plays Robert Carlyle and Shirley Henderson's daughter, Marlene. "Marlene doesn't like her real Dad because she wants to be with Dek, so mostly, my scenes with Robert Carlyle are more dramatic than my scenes with Rhys Ifans. "
"Rhys is a very funny man and he's hugely vulnerable, which he needs to be for the part," says Shirley Henderson whose character is struggling with her feelings for Dek and Jimmy. "There's something ridiculous about the two of us together - Rhys is twice as tall as I am - but I never felt that when we were working. It just felt right. My scenes with him were very tender and sensitive. With Bobby, they were more upfront, more obviously passionate. I hope that people watching will be torn between these two men in the same way that I was while we were playing it. " "Robert Carlyle was the first actor we signed on and I'd seen him with Shirley Henderson on Hamish Macbeth," says Meadows. "There's something about the two of them together - they're made for each other. Shirley was the one actress I met for the part who questioned me intensely about her character and I found that very rewarding. I grew up around men and I'm only now learning about the female characters in my films. Mothers I can do, but before, the women characters kind of took a back seat. I've learned a lot from Shirley. "
"Shirley's a very sweet character," says Henderson. "She's one of those women men fall in love with easily and she's always got someone who wants to look after her. But she's got huge flaws - she neglects her child at one point in the story and selfishly goes with her emotions, not realising what an amazing thing she's got. Finn and I worked out our relationship in rehearsals and we realised that my character's more like a sister than a mother to her. Finn is very mature, she's almost more grown up than me so that was nice for the roles. " "Finn Atkins was perhaps the most valuable cast member for me," says Ifans. "I'll never believe that old saying about working with children because she was amazing - heaven to work with in her simplicity, with no method stuff, just play. It reminded me that playing is what we do; it's not rocket science, it's just a game with funny rules. "
"All of the actors in the film were very like-minded," says Kathy Burke who plays Carol, Carlyle's foster sister and Tomlinson's wife. "We knew we were like-minded because of the type of work we'd all done. We've all worked our way up, in a sense. "
"Kathy said she's retiring from acting but watching her work, the detail, what she delivers, you wonder where it's coming from," says Meadows. "She's actually very refined, she's not as people imagine her and her ability to immerse herself so completely in the character is incredible. " "I think I'd have died if Ricky Tomlinson hadn't done this film," Meadows says. "The thought of him and Kathy Burke together as a couple, I think I'd have just dropped down dead if it hadn't happened. " "I knew the character," says Ricky Tomlinson who plays Charlie, estranged husband of Kathy Burke's Carol. "Building worker by day and country singer by night. I mean, it's me, isn't it? I still get my banjo out and go around the clubs at the weekend and have a little go. I've been Charlie. I was Charlie for 30 years. There's two of me and me mate's songs in the film - you'll soon spot them because they're the two worst ones…I've worked with Robert Carlyle four or five times and I feel like I've known Kathy Burke all my life. She's an institution. "
"The joy of working with Shane is that you know you're a part of something really lovely and magical - it's not how big your part is, it's just that you're part of it," says Kathy Burke. "I'd been a bit fed up with the acting side of work and this gave me a little buzz again. I want Shane to keep making movies so that I can pop in now and again and do a day's work. From my point of view, for the sort of stories I like watching, I think he's the most exciting director this country's had since Ken Loach. " "Shane's great, he's really funny," says newcomer Finn Atkins. "Some directors are really bossy (I won't mention any names) but if you do anything wrong with Shane, it doesn't really matter. Because it's improvisation, you can't really go wrong. You say stuff wrong in real life, too. " Andrew Shim, who starred in the title role in A Room for Romeo Brass and appears here as Donut, Dek's hired hand, agrees: "Shane's more like your friend than anything else. People ask me if he ever has to put his foot down because he's so laid back but the answer is no. He likes to build a relationship with the actors beforehand and if your friend asks you to do something, you do it for him. "
"I guess this is more of a grown-up film because I've started to grow up and the film revolves more around adult emotions," says Meadows. "In a lot of ways, it's more of a movie than my other films. It's the first time Fraser and I actually sat down together and wrote a story. " Paul Fraser adds: "We were encouraged to develop the script and stick to a structure in a way we hadn't done before, but I don't think there's been any compromise in Shane's style or technique. " "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. "