Shane Meadows: Showdown in Nottingham

Robert Carlyle is a hired gun in the director Shane Meadows' neo-Western. Matthew Sweet goes on set and finds that not everyone in town is happy

A working men's club on the outskirts of Nottingham. The walls are plastered with ads for club acts from the seventh circle of entertainment hell – women with Pittsburgh hair emerging from clouds of dry ice, tuxed and mulleted blokes smarming over portable synths – and, up on the stage, Ricky Tomlinson, in a fringed leather jacket and 10-gallon hat, is plucking at his uke. "I've just had a vasectomy," he roars, in that unmistakable voice, like somebody gargling with the slurry from the bottom of a fish tank. "I wasn't very keen on the idea, but the wife and kids took a vote on it and it was 11 against 10."

Shane Meadows, the man who's nominally in charge of the situation, shakes his head indulgently. None of this is in the script, and all of it will end up in the scrag bin of a Soho cutting room, but it is far, far too late to ask Tomlinson to knock it on the head. The actor has already promoted the props man to the non-speaking role of a roadie named Texas Tom, and the flow of impromptu sight gags shows no sign of abating. "It's what Ricky's best at," Meadows says. "It'd be a crime to stop him doing it." On stage, Tomlinson is now holding his ukulele aloft like a giant lollipop. He spins it around, revealing a hand-written label: "STOP CHILDREN."

Once Upon a Time in the Midlands is the first spaghetti western to be set in Nottingham. It's also a make-or-break movie for Meadows, whose films have so far been unable to spin box-office gold from a huge supply of critical goodwill. For this reason, you're more likely to have read about the director than to have seen one of his pictures. He's the autodidact who started shooting films with borrowed equipment, casting them from among his mates. He's the prodigy who shot TwentyFourSeven, in which Bob Hoskins played a homeless man who becomes boxing coach to a bunch of unemployed boys, and A Room for Romeo Brass, which replayed Taxi Driver in suburban Nottingham, introduced the world to the nervy brilliance of Paddy Considine, and was only screened in a tiny number of cinemas. "It's kind of sickening when you spend two years doing something and you get 10 prints at the end of it," he ruminates. "It's gutting. You can't get a vibe going with 10 prints. It doesn't even cover west London."

Since Romeo Brass failed to catch the public imagination, Meadows has been applying himself to the problem. "I sat there thinking, 'What's holding my films back? What's stopping them reaching a wider audience?'" And the answer, he has concluded, lies in the stars. With the exception of Bob Hoskins, all of Meadows's movies have been peopled by unknowns and amateurs. The cast of Once Upon a Time in the Midlands, however, is aggressively twinkly. There are leading roles for Robert Carlyle, Kathy Burke, Rhys Ifans, Ricky Tomlinson and Shirley Henderson. There are even cameo parts for Vic Reeves and Bob Mortimer. "It's not like a complete sell-out," insists Meadows. "It's not as if Brad Pitt's playing a Geordie. And I'm far more excited and energetic than if I'd just made another film with a group of mates. I think if I'd done that again, public interest would have dropped off, too." Meadows's big guns seem happy to be part of this strategy. "He deserves to have his films seen," says Robert Carlyle, "and if that's what it takes, that's fine. He could have picked a worse bunch of names."

Most actors will offer unctuous praise to whomever has paid them most recently – no matter how sadistic or diabolical their behaviour. Robert Carlyle and Kathy Burke, however, seem genuinely helpless with glee and gratitude. "This is Shane's world we're in," beams Burke, "and it has the best food of any film I've been in. Most directors disappear at lunch time, but he's hanging around the catering truck saying, 'Did you have the fish? Was it nice? Was it bony?'" Carlyle says he feels like a cast member from one of Meadows's early shorts: a mate from school who's been called up and asked if he wants to spend a few days making a movie. "I'd feel pretty upset if I knew I wasn't going to work with him again. And most of the time you don't give a shit."

Meadows has cast Carlyle as Jimmy, the villain of the piece – a pony-tailed, denim-clad drifter who returns to Nottingham to reclaim an old flame (Henderson) from the arms of her new boyfriend (Ifans). In the first draft, Jimmy was a nasty piece of work: Carlyle has done everything he can to humanise him, and says that he knew he was on the right track with the character when a taxi driver mistook him for Francis Rossi.

As Tomlinson's conduct suggests, alteration and improvisation is customary on a Shane Meadows shoot. The director readily admits that he overwrites his screenplays, cutting and softening their more cartoonish aspects during rehearsal. The original screenplay, for instance, made much of Ricky Tomlinson's love-affair with Pot Noodles. Although crates of the foodstuff are seen piled up by his lav, there is now no scene in which he is felled when a Spicy Beef-smeared fork becomes embedded in his foot. Nor is there a sequence in which Kathy Burke trashes Rhys Ifans's car with the sharp end of a microscooter – though Burke would have been keen to try it. "This character is the closest to me I've ever played in my life," she says. "A mouthy little twat who keeps tripping over herself."

Three years ago, Meadows tried to sign Burke as the title character's mother in A Room for Romeo Brass. She was recruited just in time for Once Upon a Time in the Midlands – this will be her last week on a movie set for the foreseeable future. "I'm taking a break," she explains. "I might be doing little cameos, but I don't want to take on any major roles in the next couple of years. I haven't really got the buzz I used to have."

For Meadows, too, it will be the end of something: this, he suspects, will be the last film he makes in the place where he grew up. Next up, he's going to find a historical subject – something medieval, perhaps – and he doesn't want to write the script himself. "I don't mind working on something but I don't want to do it from scratch. It's so depressing. I wouldn't go over to America and do Crocodile Dundee Goes Crackers in Cairo, but then I don't get offered stuff like that. I just get sent crap." He quotes examples: "A comedy version of Bad Lieutenant. Something called Chipz about two kids who crack codes..." He trails off, dumbstruck by the memory of their badness.

But he also professes more personal reasons for this relocation. Some of the cast members of his previous films, he says, were rather disgruntled about not being featured in his subsequent work; at being supplanted by his slate of big names. "I'm hated in many parts of this town," he reflects. "I'd need to make Ben Hur for them all to forgive me, and make them all emperors." So whether or not this starry new film receives gongs or garlands, Once Upon a Time in the Midlands is Shane Meadows's Last Chance Saloon. They may be muttering it already in the pubs and clubs of his hometown: he'll never shoot film in this town again.

'Once Upon a Time in the Midlands' is out on 6 September