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Once Upon a Time in Mexico (also known as Desperado 2) is a 2003 American contemporary western action film written, directed, produced, photographed, scored, and edited by Robert Rodriguez. It is the third and final film in Rodriguez's Mexico Trilogy, and is a sequel to El Mariachi and Desperado. The film features Antonio Banderas in his second and final performance as El Mariachi. In the film, El Mariachi is recruited by CIA agent Sheldon Sands (Johnny Depp) to kill Armando Barillo (Willem Dafoe), a Mexican drug lord who is planning a coup d'état against the President of Mexico. At the same time, El Mariachi seeks revenge against a corrupt general responsible for the death of his wife, Carolina (Salma Hayek).

Once Upon a Time in Mexico
Theatrical release poster
Directed byRobert Rodriguez
Produced by
  • Elizabeth Avellán
  • Carlos Gallardo
  • Robert Rodriguez
Written byRobert Rodriguez
Starring
  • Antonio Banderas
  • Salma Hayek
  • Johnny Depp
  • Mickey Rourke
  • Eva Mendes
  • Danny Trejo
  • Enrique Iglesias
  • Marco Leonardi
  • Cheech Marin
  • Rubén Blades
  • Willem Dafoe
Music byRobert Rodriguez
CinematographyRobert Rodriguez
Edited byRobert Rodriguez
Production
company
Troublemaker Studios
Distributed by
  • Columbia Pictures (United States)
  • Dimension Films (International)
Release date
  • September 12, 2003 (2003-09-12)
Running time
101 minutes
CountryUnited States
Language
  • English
  • Spanish
Budget$29 million
Box office$98.2 million

It was Rodriguez' first big budget film to be shot in digital HD. Once Upon a Time in Mexico received positive reviews but was criticized for reducing its protagonist to an almost secondary character in his own trilogy and for having a convoluted plot. In the special features of the film's DVD, Rodriguez explained this was intended, as he wanted this to be The Good, the Bad and the Ugly of the trilogy. Once Upon a Time in Mexico grossed $98 million.

Screenplay

El Mariachi is recruited by CIA agent Sheldon Jeffrey Sands to kill General Emiliano Marquez, a corrupt Mexican Army officer who has been hired by Mexican drug lord Armando Barillo to assassinate the President of Mexico and overthrow the government. Many years before, El Mariachi and his wife Carolina confronted Marquez in a shootout and wounded the general; in retaliation, Marquez took the lives of Carolina and their daughter in an ambush. In addition to El Mariachi, Sands persuades former FBI agent Jorge Ramírez to come out of retirement and kill Barillo, who had murdered his partner Archuleta in the past. Furthermore, AFN operative Ajedrez is assigned by Sands to tail Barillo.

While monitoring Barillo's activities, Ramírez meets Billy Chambers, an American fugitive who has been living under the protection of Barillo, but can no longer stomach the horrible tasks he's been forced to carry out for him. Ramírez convinces Chambers he will provide him protection in exchange for getting closer to Barillo by tagging Chambers' pet chihuahua with a hidden microphone, and Chambers agrees to complete the deal by surrendering to U.S. authorities once Barillo has been taken down. Sands' assistant, Cucuy, originally hired to keep an eye on El Mariachi, instead tranquilizes El Mariachi and turns him over to Barillo, also offering to reveal the details of Sands's plan. Cucuy, however, is promptly killed by Chambers while El Mariachi escapes from captivity and calls his friends Lorenzo and Fideo to assist him in his mission.

While monitoring Barillo's activity outside a hospital, Ramírez notices armed men storming the building and follows suit. He discovers that a group of doctors have been gunned down and Barillo has bled to death as a result of a botched facial reconstruction, but realizes that the corpse on the operating table is a body double before he is knocked out and kidnapped by the real Barillo and Ajedrez, who reveals herself to be Barillo's daughter. Sands realizes his mission has been compromised, but is too late, as he is captured by Barillo and Ajedrez — who drill out his eyes before sending him out. Despite his blindness, he manages to gun down a hitman tailing him with the aid of a chiclet boy.

As the village celebrates the Day of the Dead during the President's visit, Marquez and his army storm in and attack the presidential palace. Marquez's troops, however, are met with resistance from not only the President's bodyguards, but the villagers and the Mariachis. Sands had instructed El Mariachi to allow the President to be killed before attacking Marquez, but the Mariachis, agreeing that the President is a good man, intervene early and protect him. Marquez enters the presidential palace, only to once again confront El Mariachi, who shoots out his kneecaps before finishing him off with a headshot. Ramírez, who was released from captivity by Chambers, faces Barillo. After Barillo guns down Chambers, Ramírez and El Mariachi kill the drug lord. Sands manages to shoot the sadistic Ajedrez dead outside the presidential palace. Ultimately, Lorenzo and Fideo walk away with the cash that Barillo was using to pay Marquez, and escort the president to safety. Ramírez says goodbye to Sands and walks away, having avenged his partner's death. El Mariachi then gives his share of the cash to his village before walking into the sunset.

  • Antonio Banderas as El Mariachi
  • Salma Hayek as Carolina
  • Johnny Depp as Sheldon Jeffrey Sands
  • Mickey Rourke as Billy Chambers
  • Eva Mendes as Ajedrez Barillo
  • Danny Trejo as Cucuy
  • Enrique Iglesias as Lorenzo
  • Marco Leonardi as Fideo
  • Cheech Marin as Belini
  • Rubén Blades as Jorge Ramírez
  • Willem Dafoe as Armando Barillo
  • Pedro Armendáriz, Jr. as President
  • Tony Valdes as Chicle Boy
  • Gerardo Vigil as General Marquez
  • Miguel Couturier as Dr. Guevera
  • Julio Oscar Mechoso as Nicholas

In a 2003 issue of Rolling Stone, Depp was named as one of its "People of the Year", and gave an interview in which he briefly discussed his role as Sands:

The idea behind him is there was this guy I used to know in Hollywood, in the business, who on the outside was very charming – soft-spoken and almost hypnotic in the rhythm he used to speak. He refused to call me Johnny – always called me John. You knew this guy was aiming to fuck you over, but somehow you stuck around because he was just so fascinating to watch.

Depp also said in an Entertainment Weekly article that he "imagine this guy wore really cheesy tourist shirts", that he had a "sideline obsession with Broadway", and that he favored strange, obvious disguises – all three qualities can be observed in the film. It was also revealed in the director's commentary on the DVD that Depp himself came up with the character's first and middle names.

Made on a US$29 million budget, the film was shot in May 2001 before Spy Kids 2: The Island of Lost Dreams (2002) and Spy Kids 3-D: Game Over (2003) in order to avoid a potential Screen Actors Guild strike. Shooting took place over seven weeks in Querétaro, San Miguel de Allende and Guanajuato, Mexico. It was the first big budget film to be shot in high definition digital video. Rodriguez chose to shoot on digital after George Lucas, who was shooting Star Wars: Episode II – Attack of the Clones, showed him early footage shot digitally. Impressed, Rodriguez chose to shoot digitally, but he knew he did not have enough time to shoot Spy Kids 2. Instead, he pitched a sequel to Desperado to Miramax and wrote a script in six days. The initial draft was 65 pages long, which he padded with a subplot borrowed from an unproduced short film. When Miramax expressed hesitation over the added subplot, he readily removed it. His primary influence was Sergio Leone's Dollars Trilogy, specifically The Good, The Bad, and The Ugly. Rodriguez said shooting digitally saved time and money, simplified the filming process, and rendered 35 mm film obsolete for him.

Original Motion Picture Soundtrack: Once Upon a Time in Mexico
Soundtrack album by various artists
ReleasedSeptember 2003
GenreSoundtrack
Rock
Latin rock
Length51:44
LabelMilan Records
Robert Rodriguez film soundtrack chronology
Spy Kids 3-D: Game Over
(2003)
Original Motion Picture Soundtrack: Once Upon a Time in Mexico
(2003)
Sin City
(2005)
Professional ratings
Review scores
SourceRating
Allmusic      link

The film's score includes songs composed by director Robert Rodriguez and performed by a group of musicians gathered specifically for the soundtrack recording. Tracks performed by the group includes "Malagueña" with guitar by Brian Setzer and "Siente Mi Amor", with singing by Salma Hayek. Track 9, "Sands' Theme", credited to "Tonto's Giant Nuts", was written by Johnny Depp. Additional music includes Juno Reactor's "Pistolero", "Me Gustas Tú" by Manu Chao, and "Cuka Rocka" by Rodriguez' own rock band, Chingon. On the DVD director commentary, Robert Rodriguez states that he requested that each of the main actors give him four or eight notes of a melody for their character, but Depp presented him with the entire track.

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