Once Upon a Time in the Midlands is both the final film in Shane Meadows' loose Nottingham Trilogy and a spaghetti western disguised as a modern British dramedy.  The latter might be lost on the slower viewers who aren't able figure it out from the title and the Ennio Morricone-ish score.  Actually, those of you who do pick up on the whole western thing won't be much better off for it.  The idea is not developed very well, and it leaves Midlands depressingly uneven because we know Meadows is capable of much better.

Following Twenty Four Seven and A Room for Romeo Brass, Midlands starts within a British television talk show called Face 2 Feltz (the host, Vanessa Feltz, might be the equivalent of Jerry Springer).  On the show, Welsh garage owner Dek (Rhys Ifans, The Shipping News) surprises his live-in girlfriend Shirley (Shirley Henderson, Harry Potter and the Chamber of Secrets) by proposing to her right there on live TV.  But unlike any public marriage proposal I've ever had the displeasure of seeing, Shirley says no.

Meanwhile, Shirley's ex, Jimmy (Robert Carlyle, The Beach) is watching the show from Glasgow and decides he'd like to win his woman back from the seemingly pathetic Dek.  We eventually learn Jimmy left Shirley and their daughter several years ago to take up the life of a small-time criminal. After some initial hesitation, Jimmy begins to worm his way back into the lives of Shirley and 12-year-old Marlene (Finn Atkins).

And therein lies the bulk of Midlands' problem: We're just not sure who we're supposed to be rooting for; Jimmy or Dek.  Or should we have our fingers crossed for Shirley to send both men packing?  If we follow the whole Western movie logic, Jimmy's the bad guy and Dek is the good guy.  But it's fairly clear the quiet and timid Shirley is bored with Dek and that it's Jimmy who stokes her fire.

There's more trouble, too.  Meadows and his co-writer Paul Fraser add several promising subplots, but none of them are satisfactorily fleshed out. I would have loved to have seen more of Jimmy's days of robbing, or his brother-in-law "Nashville" Charlie (Ricky Tomlinson, The Royle Family) who performs country covers at a local pub.  On the plus side, the acting is solid all around, despite the limited range the script allows the on-screen talent.  And once again, Meadows gets another strong performance from a young actor with little experience (Atkins, in this case).

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