At first glance,  ONCE UPON A TIME— IN HOLLYWOOD (2019), the ninth film by Quentin Tarantino, seems to be an exercise in style over substance.

It takes place in Hollywood in 1969, and Tarantino masterfully captures the look, feel, and very essence of the time, with impeccable costumes, set design, and a killer soundtrack. Watching this movie, I really felt as if I had been transported via time machine back to 1969. The experience was that authentic.

Tarantino also gets top-notch performances from everyone involved, especially his two leads, Leonardo DiCaprio and Brad Pitt, and Margot Robbie.

The style, the filmmaking expertise, it’s all there.

But the substance? The story?

That’s harder to find because ONCE UPON A TIME— IN HOLLYWOOD takes its sweet time, and for most of its two-hour and forty-one minute running time, it’s not in a hurry to get anywhere, and so it tells its multiple stories with as much urgency as two guys sitting inside a saloon drinking whiskey. In short, it’s not going anywhere anytime soon.

And yet it’s told with an affection that clearly shows this time period and these characters and their stories were a labor of love by Tarantino. And it’s all light and funny, in spite of the fact that it’s built around one of the darkest chapters in Hollywood history, the brutal murder of a pregnant Sharon Tate and her friends by Charles Manson’s insane minions. There is a strong sense of dread throughout the movie, knowing what’s to come, and then— well, then Tarantino decides to have some fun at our expense.

ONCE UPON A TIME— IN HOLLYWOOD is mostly the story of two men, actor Rick Dalton (Leonardo DiCaprio) and his stuntman and best friend Cliff Booth (Brad Pitt).  Dalton is somewhat of a “has-been,” as his last major starring role in a western TV series was from a decade earlier. Now, he’s reduced to playing the villains on 1960s TV shows like MANNIX and THE FBI.

This is clearly wearing on Dalton and is one of the prevalent themes in the movie, of how quickly success can pass one by, and how artists of a certain age need to work harder and be open to reinventing themselves if they want to remain relevant. There’s a lot of truth to this part of the movie. As we age, we have to make adjustments. One of the ways Dalton eventually reinvents himself is by going to Italy to make “spaghetti westerns,” and so it’s easy to see here how Dalton’s story is inspired by the real life story of Clint Eastwood, who did the same thing in the 1960s.

Stuntman Cliff Booth’s best days are also behind him, but he’s taking it much better than Dalton, because, as he says, he was never a star to begin with and so as far as he is concerned he’s still living the dream. He enjoys being Dalton’s “gofer,” driving the actor wherever he needs to go, being a handyman around Dalton’s home, and just hanging out.

Dalton, who lives in a Hollywood mansion, is miserable, while Cliff, who lives in a trailer behind a drive-in movie theater, is happy, but this doesn’t stop the two men from being best friends. They truly like each other and care for each other, and the dynamic between DiCaprio and Pitt in these roles is a highlight of the movie.

And while Dalton and Cliff Booth are fictional characters, their famous neighbors, Roman Polanski and Sharon Tate, are not. They are real, and tragically, Sharon Tate’s life was cut short on August 9, 1969 by the insane groupies of Charles Manson.

So, ONCE UPON A TIME— IN HOLLYWOOD also tells the parallel story of Sharon Tate, and the film really allows its audience to get to know Tate as a person.

These parallel stories move forward until that fateful night in August 1969, and in spite of the comedic elements of this movie, there is a sense of dread throughout, that builds as the film reaches its conclusion, a conclusion that suddenly introduces a major plot twist allowing the film to keep its light tone. I have to admit, for me, this was a head scratcher.

As a result, I’m not so sure ONCE UPON A TIME— IN HOLLYWOOD works as a whole, but it does have a lot of little parts that work very well.

The best part by far are the two performances by Leonardo DiCaprio and Brad Pitt. They work really well together, but this isn’t a buddy movie, and so they’re just as good if not better in scenes where they are not together. Some of DiCaprio’s best scenes are when Rick Dalton is acting as the villain in a 60s TV western, trying to prove that he still has what it takes. DiCaprio also enjoys a couple of outstanding scenes with a child actor played by Julia Butters who at one point tells him sincerely that his performance with her was some of the best acting she had ever seen.

Pitt’s Cliff Booth is the livelier of the two characters and the one who is larger than life. Cliff, as we learn later, lives in a veil of infamous secrecy as rumor has it that he killed his wife and got away with it. Cliff also enjoys a fun scene in which he tangles with Bruce Lee, one of the more memorable sequences in the movie. 

Cliff is also one of the connections to the Manson family, as he befriends a young woman Pussycat (Margaret Qualley) who’s part of the Manson clan. And a quick shout-out to Margaret Qualley who steals the few scenes she is in with one of the most energetic performances in the movie. She’s terrific.

The scene where Cliff drives Pussycat back to the ranch where the Manson family resides is a perfect microcosm for the entire movie. Cliff brings Pussycat to the ranch, a place he worked at years earlier. Concerned that this group of hippies may be taking advantage of the ranch’s elderly owner, George Spahn (Bruce Dern), Cliff wants to make sure the man is all right.

In an extremely long and meandering sequence, a lot like the entire movie, Cliff gradually makes his way through the various members of the clan, learning where George is supposed to be “napping.” He eventually makes his way to George’s room, and in a scene where you fully expect George to be dead, it turns out he is only napping, and what follows is a highly comedic banter between Brad Pitt and Bruce Dern, which is the route the film ultimately takes.

Which brings us to Sharon Tate. As I said, Margot Robbie is excellent in the role. On the surface, Robbie makes less of an impact than DiCaprio and Pitt because she has far less screen time than they do, but underneath the comedy and the drama Tate’s quiet spirit drives things along, and Robbie’s performance makes this happen.

Unfortunately, people can be defined by their deaths, especially if they were murdered. Tarantino seems to be pushing back against this notion with Sharon Tate. In ONCE UPON A TIME— IN HOLLYWOOD, Tarantino lovingly crafts Sharon Tate as a real person and not just as a footnote to the Manson murders. The film paints a portrait of Tate as a beautiful person, and really allows that persona to sink into its audience. I liked this. A lot. However, I would have liked it even more had Margot Robbie been given more screen time as Tate. She largely plays second fiddle to main characters Rick Dalton and Cliff Booth.

The entire cast is wonderful. I’ve already mentioned Bruce Dern and Margaret Qualley, but the film also has key contributions from Kurt Russell and Timothy Olyphant.  Also present are Dakota Fanning and Al Pacino, and look fast for Maya Hawke who is currently starring in Season 3 of Netflix’ STRANGER THINGS.

So, you have this meandering movie, which looks terrific and features powerhouse performances by lots of talented actors, with a fairly funny script, although the dialogue is somewhat subdued from the usual Quentin Tarantino fare, and it’s taking its sweet time, taking its audience for a pleasant ride with the knowledge that tragedy awaits. All of this, I didn’t mind and mostly enjoyed.

But it’s the ending of ONCE UPON A TIME— IN HOLLYWOOD that I find most problematic and is the part of the movie that is the least effective. To avoid spoilers, I will not get into details, but what happens here is the film enters into the realm of alternate reality, and once it does that, well, all that came before must now be looked at with a different lens, and a new question arises, which is, why did we just watch all this? 

In other words, for me, one of the reasons the movie had worked so well up until the ending was it was a piece of historical fiction. Fictional characters were appearing in a real setting (1969 Hollywood) with a canvas of real events in the background. Once these events are changed, the film enters the world of fantasy, of historical reimagining, and once this is done, I don’t think the film possesses the same impact.

In short, to turn this tragic story into a comedy, even with the best intentions, is something I’m not sure entirely works.

At times, ONCE UPON A TIME— IN HOLLYWOOD seems to be a love letter to Sharon Tate. I liked this part.

At other times, most in fact, it’s a take-no- prisoners shoot-em-up dramedy about an aging movie/TV star and his laid back infallible stunt man. I liked this part, too.

But the last part, the punch line, seems to be Quentin Tarantino’s desire to do what he did to the Nazis in INGLOURIOUS BASTERDS (2009) to Charles Manson and his “family.” It’s this last part that, while good for some laughs, seems the most out-of-place.  While there are hints in the film that this is where this story is going to go, it still feels jarring to watch the events unfold, events that change history, and thrust the movie head first into fairy tale territory, appropriate I guess for a movie entitled ONCE UPON A TIME— IN HOLLYWOOD.

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