The trailer calls it Once Upon a Time in…Hollywood. Some online resources call it Once Upon a Time…in Hollywood. Others call it simply Once Upon a Time in Hollywood and rip out the ellipsis like the vestigial decoration it is. It’s not as though this site suffers from an ellipsis deficiency, so I’m leaving them out as Quentin Tarantino’s latest period piece has more than enough “period” to go around.

Courtesy warning: spoilers ahead for thoughts after 161 minutes of viewing. Not everything is revealed here, but a few tidbits cry out to be explored, particularly that controversial ending…

Short version for the unfamiliar: Writer/director Quentin Tarantino reunites with Leonardo DiCaprio (Django Unchained) and Brad Pitt (Inglourious Basterds) for his latest period piece, this time set in 1969 when westerns were a dying genre and tatterdemalion hippie ladies were wandering the streets of California like rats. DiCaprio is Rick Dalton, once-mighty star of the TV western Bounty Law. As with many a famed actor, times have changed and he’s no longer on top. Directors are still happy to hire him, but they only offer him villain roles. In 1969 villains rarely got to be the idol of millions, so Rick is vexed and fuming and stuck in the middle of his very own midlife crisis.

At his side is Pitt as Cliff Booth, his stuntman, driver, gofer, housekeeper, repairman, and all-around Alfred to Rick’s fading Batman. Booth was a war hero and a onetime movie star himself until his world turned upside-down and…well, anymore he’s just happy to have a job that lets him work with and for his best friend every day. Together these two chums try to make their way through Hollywood’s tough-guy industry that’s not quite keeping up with the changing world it’s trying to entertain.

As it happens, on this alternate earth Dalton has new neighbors living next door with familiar names to anyone over 30: Roman Polanski, director of the recent, acclaimed horror hit Rosemary’s Baby, and his wife, a young actress named Sharon Tate. As played by Margot Robbie (Suicide Squad), Ms. Tate is a sprightly ingenue, a rising star whom fans may remember from such works as Valley of the Dolls, Dean Martin’s latest Matt Helm pic The Wrecking Crew, and several episodes of The Beverly Hillbillies. (Tarantino chooses to erase that last credit.) She’s young and carefree, portrayed as possibly the last symbol of untarnished innocence in Hollywood. That works as long as you’ve never seen Valley of the Dolls.

Old folks know and dread where this might be going. On August 9th of that same year, six months after OUATIH begins, Tate, her unborn child, and four others were savagely murdered in her home by followers of one Charles Manson. The moment her name is uttered, those who recognize it know the destiny that awaits her. Two questions loom large: how do Rick and Cliff figure into that real-life horror, and is there a chance Tarantino will do for Tate’s historical record what he did with the end of Inglourious when he let Eli Roth fill Hitler with a hundred bullets?

Hey, look, it’s that one actor!: Among other Tarantino veterans on hand, Kurt Russell (The Hateful Eight) has a few scenes as a stunt coordinator under pressure, and narrates select stretches where dollops of exposition best facilitate a time-jump that cuts the film’s running time down a good twenty minutes or so. Fellow Hateful costar Bruce Dern has one scene (originally written for Burt Reynolds, who passed away before filming) as a cranky old man with a key role in Manson family history. Al Pacino pops in for a few moments as an agent trying to offer Rick some twilight-years career advice. Emile Hirsch (Speed Racer) is hairstylist Jay Sebring, a friend of Tate’s and another victim that night.

Prominent members of Manson’s cult include former child star Dakota Fanning as “Squeaky” Fromme, who later did time for crimes not revisited in this film; and Stranger Things‘ Maya Hawke as Linda Kasabian, who was at the crime scene but refused to participate and later testified against everyone else. Others on Team Hateful Hippies include Danielle Harris (The Last Boy Scout), Lena Dunham, Kevin Smith’s daughter, and plenty more. Manson himself is played by Damon Herriman (Justified), who’ll be reprising the role in the upcoming second season of the Netflix series Mindhunter. Rather than glamorize him to any degree whatsoever, Tarantino limits Manson’s visual presence to a single scene. Otherwise he’s just an invisible, sinister puppeteer.

Assorted TV cowpokes include the late Luke Perry in his final film role; Timothy Olyphant (Justified, Live Free or Die Hard) as the star of a promising pilot; Michael Madsen (Reservoir Dogs); Clifton Collins, Jr. (Veronica Mars); Martin Kove (The Karate Kid); James Remar (Black Lightning); Scoot McNairy (Argo); and more, more, more. Among their small-screen directors is Nicholas Hammond, once known as Peter Parker in the 1970s live-action Amazing Spider-Man series.

Hollywood elites include Steve McQueen as played by Damian Lewis (Homeland) and Bruce Lee as resurrected by Mike Moh (Triton from Marvel’s misbegotten Inhumans), whose scenes have been the subject of countless, endless, savage Twitter debates that could be converted into a renewable energy source if only all the combatants could be locked inside the same giant hamster wheel and never let out.

Fans of character actors will thrill to cameos from Spencer Garrett (the sheriff of Iron Man 3, among hundreds more) as an interviewer and Clu Gulager (who popped up in an MST3K episode I recently watched, San Francisco International) as a bookshop owner who sells Tate a piece of Polanski trivia.

The list goes on, well into any number of actors from TV shows I’ve never seen or read up on.

Meaning or EXPLOSIONS? Guys my age or slightly older know Rick Dalton’s struggles. In our youth we were contenders, high performers, not bad at what we did, appreciated for our talents, and confident in our place in society. Sooner or later the youthful winner becomes the wizened elder who has to step back and let tomorrow’s youths do the winning instead. But what does the has-been do with their time and talents during the awkward, arduous, aggravating transition period? Hence that whole “midlife crisis” meltdown that takes a variety of forms, most of them hard to watch.

Despite his reliance on legal drugs for his comportment and his shaky off-camera stammer that implies more hard living than we can possibly know, when the camera points at him, Dalton has still got It. Sometimes it takes a few tries, but when he’s on, he’s on. And yet the number of Hollywood power players who care and/or can give him new opportunities is dwindling. They’re all getting old and less powerful, too.

After all, not every male gets the privilege of aging as gracefully as Brad Pitt. And yet, setting aside his shirtless scene for his adoring superfans, Cliff might be the bigger failure of the two, depending on who you ask. His own plummet into the depths of Has-BeenVille was closer to freefall, the result of a single scandal, which in ancient times was all it took to ruin an actor for life. You didn’t have to wait for multiple victims to step forward and corroborate your loathsomeness. Such is Cliff’s lot in life.

And yet…he’s far more sanguine about life than his boss is. From his perspective he’s still breathing, employed, clothed, sheltered, and living the dream in Hollywood, the super awesomest place in America. All he had to do to survive his tribulations was work hard to become a physical, emotional, and ethical paragon. It also helped that Saint Cliff had a friend in Rick. Living your best life may not be the easiest way to beat a midlife crisis, but it sure worked for Cliff.

To an extent TV westerns themselves shared Rick’s pain in 1969. Gunsmoke may have soldiered on till 1975 (and its syndicated reruns for a few years longer), but its peers died in droves as the genre found increasingly stiff competition. New generations of Viewers at Home were a lot less interested in lawmen of the Old West when so many other escapist possibilities proliferated across the three TV networks. Westerns may have come and gone in the decades since, but never again have they been front-and-center like they used to be in our grandparents’ days.

While those two dudes and their career track are dealing with growing old, the film’s underbelly deals with an entire clique who failed at growing up. I’m not sure if Tarantino’s unflattering depiction of the Manson family as lazy, depraved, immoral hedonists should be conflated with his opinion of ’60s flower children in general, but Hollywood lacks any real counterargument to the effect of, “Well, actually, other hippies were very good people…” Very little about that lifestyle and its endless clichés has ever appealed to me on any level whatsoever, and this version of Manson’s cult absolutely reconfirms my old-fashioned biases regarding the dark side of “free love”, which sometimes ain’t free.

Nitpicking? Even though Manson’s entourage are generally awful, Tarantino is happy to let the camera ogle them anyway at the most blatantly titillated angles. He might as well be catcalling at stage left. The character who’s most objectified is also underage. Having an adult play her didn’t make it less creepy.

When the cameras are behaving, women in Hollywood — those who have more than three lines, I mean — chiefly have two modes: Manson’s monster molls and Sharon Tate. As with The Bride in Kill Bill, Tarantino’s deep love for Tate — the character, the actual woman, the tragic ending, whichever — is all too apparent, but anyone not sharing his preexisting preoccupation may not necessarily be as thrilled simply to hang out with her for such long, seemingly too-quiet stretches. She’s a symbol of rare, undisturbed purity in Hollywood. If you didn’t bring that same abiding affection with you into the theater, tagging along for her day-in-the-life mundanity may test your patience.

By the same token, if languishing in sunny California scenery isn’t your thing, parts of this Cali tourism ad may feel like a remake of Manos: The Hands of Fate, with lots of silent driving past landscapes and horizons and whatnot, tracking shots in which dozens of period-accurate cars fly past or get passed, all gloriously choreographed with undeniable technical wizardry, and yet I was aware of the minutes dragging between Things Actually Happening. All this sunny revelry might mean more to Californians or to anyone who’s ever vacationed in the relevant areas. The closest I’ve ever been to California was vicariously through L.A. Noire, a video game set in the late ’40s that let players drive all around L.A. in vintage autos and see a surprising number of real businesses and landmarks from the era. For me it was fun driving anywhere and everywhere within that history, but I’m not sure how much fun it would’ve been for people to watch me do it.

For those of us born after 1969 who’ve never fully immersed in the “I Love The ’60s” mindset, connecting with the film in general may take a bit more effort, especially for younger adults. I base this on anecdotal evidence from at least two such youngsters who each reported intermittent bouts of boredom.

And then we get to the spoiler part…

The over-the-top violence in the finale at long last reveals Tarantino’s ultimate goal: revenge fantasy. Just as Inglourious Basterds gave everyone the thrill of going back in time to kill Hitler, OUATIH deviates from reality where Tarantino wills it, but the imaginary confrontation is differently jarring. The grand guignol results, though brief, are all the more hideous because their true target is the real Manson family of our timeline. The problem is they’re being applied disproportionately to the film’s Manson family, who, in Tarantino’s “what if?” setup, aren’t that guilty yet.

Rick Dalton’s insertion into the timeline creates a divergent path in which the would-be Tate murderers are distracted from their mission. Intellectually we know they’re no less capable of Evil, but with their most heinous deeds thwarted in advance, the Manson trio of Earth-2 is basically executed via means arguably far beyond justifiable self-defense and akin to Minority Report pre-crime sentencing, cruelly and unusually so. At least with Inglourious, Hitler was still a certified mass murderer before he was reduced to a twitching mass of V-8 pulp while the ghostly projection of Melanie Laurent cackled overhead. Shorn of context, it comes off as three inept burglars running afoul of a surprise serial killer.

It doesn’t help that two of the three Manson lackeys guilty of the Tate murders were female. If one commits to creating revenge fantasy for the sake of Sharon Tate, then either one avoids violence-against-women ugliness by soft-pedaling the revenge, or one goes full pedal-to-the-medal, ignores taboos, destroys the targets in ludicrous fashion, gives some kind of “better to ask forgiveness than permission” dimwitted defense after the fact, and hopefully doesn’t try tossing in the word “equality” before hiding in a bunker for the rest of the year. I feel like I should shut up about it, but all I know is the scene was sickening and absurd at the same time, and got the biggest reaction in our theater. Because that’s what all of this was meant to lead up to in the first place: making Sharon Tate’s killers pay. I mean, in reality they were caught and convicted and the system worked in that sense, but Tate was no less dead, so no, Tarantino really really wanted to save the day and MAKE THEM PAAAAAY.

(Related note, regarding another common squabble I’ve seen online: Rick may or may not own the actual flamethrower he used on the set of that Nazi-killin’ flick he did. My wife Anne, a huge American history aficionado, confirms post-WWII weapon surpluses were very much a thing and would’ve made flamethrowers not necessarily impossible to acquire. Dalton could’ve had the clout to take his home after filming ended, but it may have been easier for him simply to buy one off the rack later.)

(While we’re of the subject of other people’s debates: I’ve heard one fan theory that Cliff’s entire “memory” of his dust-up with Bruce Lee might instead be a daydream, him imagining “What if I kicked Bruce Lee’s heinder?” I don’t buy this, though. Among other reasons, that entire memory sets up a critical piece of the final battle: Cliff the unstoppable killing machine. References to his “war hero” years augment that slightly, but not nearly as much as that Green Hornet set flashback does.)

So what’s to like? In conclusion, Hollywood is a land of contrast.

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…fine, I’ll go on.

Pretty much every review agrees Hollywood is clearly a love letter to Tate, to classic Hollywood, and to California, roughly in that order, so here’s me feeling obligated to ape them. While the film was a bit much to sit through, I spent the next few days compressing it in my mind, tossing out the parts that made me feel icky for having watched, reassembling the rest into a much more thoughtful piece to reexamine, and pretending that’s all that mattered. Isolated moments drift in and out of memory, where I can savor them again for a minute before letting them go. They didn’t quite coalesce for me into a singular continuum, but as separate images they’re as indelible as the great moments from Tarantino’s best works. The act of remembering the film in atemporal fragments is less maddening than the actual, real-time viewing experience.

Though Rick Dalton may be my new favorite DiCaprio role of all time — something about that vulnerability and that “midlife crisis” thing really spoke to me, go figure — the unflappable Pitt is the main attraction. Not every male gets the privilege of aging into their 50s as gracefully as he has. At 55 he’s only two years younger than Tom Cruise but appears nearly as immortal, if not as eager to prove it with death-defying stunts. Perfection is what was expected of movie stars in bygone eras, and among Tarantino’s more magical feats is managing the same with Cliff. He’s so closer to perfection than the rest of us, he even resists an offer of an illegal hookup. It’s hard to end this paragraph with some use of the word “role model” in light of that ending and that ambiguous dark past, but the fact that at least Cliff tries to be a good man anyway is commendable.

Other cinematic goodies abound. The sustained tension at Spahn’s Movie Ranch, up until it’s oddly deflated. The joy of multiple tracking shots. The scenes of overt Forrest Gumping, particularly the one Rick Dalton role that never was. Some of the TV side stories along the way are at least as entrancing as the main arcs, if not more so, particularly the Lancer pilot with Timothy Olyphant and its true superstar, a prodigal ten-year-old thespian named Julia Butters. Every second of her scenes with DiCaprio is to be treasured, captured in a YouTube supercut in the future, and remembered lovingly should she decide (with her parents’ permission and hopefully morally informed involvement) to stick to this career path and become Hollywood’s Next Big Thing. Hopefully she’ll never have to endure the leering directions of some horndog cineaste trying to reduce her to eye candy.

How about those end credits? To answer the burning question that MCC is usually happy to verify: yes, there is indeed a scene during the Once Upon a Time in Hollywood end credits, which has no effect on the plot but is a nice treat for anyone who wants one last intravenous shot of olden tymes before they leave. For those who fled the theater prematurely and who really want to know without seeing it a second time…

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[insert space for courtesy spoiler alert in case anyone needs to abandon ship]

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…it’s a vintage clip of Rick Dalton making a commercial for Red Apple cigarettes, shot while he was still on Bounty Law. Poised in front of a cardboard standee of himself, a smoking Dalton assures the Viewers at Home that our hero Jake Cahill smokes only Red Apple cigarettes. When the ad is done, he quickly stamps out the cigarette, derides its foul taste, and knocks over the standee, whose photo he accuses of making him look like he has a double chin.

Eagle-eyed Tarantino fans may recognize Red Apple from some of his other films, including at least one he wrote but didn’t direct. This is a neat touch for any fans who bang the drum for a Tarantino Cinematic Universe.

Viewers who refuse to leave after that will receive one more perk: the familiar, heroic sounds of Adam West and Burt Ward as Batman and Robin the Boy Wonder, in a vintage recording plugging a “Batphone Secret Number Contest” on California radio station KHJ back in the day. The macho relationship between Rick and Cliff may have its issues at the end, but everyone can get behind the original Dynamic Duo.