Shane Meadows' third movie is being billed as a tinned spaghetti western, but there's nothing artificial or bland about "Once Upon a Time in the Midlands".

Scotsman Robert Carlyle and Welshman Rhys Ifans face off in the western, which boasts other regional differences in the form of cockney Kathy Burke and scouser Ricky Tomlinson.

Ifans plays Dek, a Welshman whose girlfriend Shirley (Henderson) has very publicly rejected his offer of marriage on daytime TV. Shirley's ex-partner, Jimmy (Carlyle), is encouraged by this and rides into town, determined to get his gal back.

Not your standard Brit pic, then, but Meadows manages to turn this anarchic western into a touching and amusing drama.

Paying homage to the westerns of Sergio Leone in both its title and some amusing set-pieces (Ifans and Carlyle in a mock shoot-out, itchy trigger fingers poised at their sides), "Once Upon a Time..." takes pleasure in skewing the genre.

Like Meadows' earlier films "TwentyFourSeven" and "A Room for Romeo Brass", he sets the drama in a working-class milieu, finding emotion, humour, and beauty in that world.

True, the setting and low-key drama does give the film the feel of television, but it's definitely more mainstream in style than Meadows' previous work.

Even the over-reliance on stereotypes - Robert Carlyle as the Begbie-esque Scottish psycho, Kathy Burke as the cocky cockney - brings about some laughs, namely Burke's insult-flinging and Ricky Tomlinson in a Stetson and fringed jacket, crooning "Stand By Your Man".