Memories of ''Shane'' and the spaghetti Westerns of Sergio Leone are in director Shane Meadows' head -- he was named for a movie, after all -- and a love of the central England that has always been his home is in his heart. So the story arc of Once Upon a Time in the Midlands, the conclusion of a regional trilogy that includes Meadows' ''Twentyfourseven'' and ''A Room for Romeo Brass,'' is cowboy big -- a desperado named Jimmy (Robert Carlyle), who once ran out of town to Glasgow, comes back attempting to reclaim his woman, Shirley (Shirley Henderson), and faces down the local folk who protect her. But the details of daily, working-class, mixed-up-family suburban life that fascinate the filmmaker are strictly kitchen-sink Nottingham. And the actors doing his bidding -- Meadows' most prestigious cast yet -- respond with devotion to their characters' epic smallness.
''Once Upon a Time'' is all over the tonal map: There's farce when Jimmy and his hapless criminal mates pick a target for a holdup and end up slugging it out with guys in clown suits. There's humiliation and pathos when Shirley's nebbishy live-in boyfriend (''Notting Hill'''s Rhys Ifans) proposes to her on a tacky ''Sally Jessy Raphael''-type TV show. There are instances when the filmmaker tries for Western iconography and settles for ''Full Monty'' ingratiation. (One local fancies himself a country singer.) But in moments when things don't so much happen as unfurl, when people realistically slouch around watching TV -- and any time the wonderful Kathy Burke, the antidote to cutification, is on screen -- Meadows honestly conveys the feeling of home on the ''Midlands'' range.