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Don’t Think Twice, It’s All Right: The Soft Focus of ‘Once Upon a Time … in Hollywood’

Quentin Tarantino’s alternate history on the Manson-tinged Los Angeles of the late ’60s is steeped in nostalgia, sometimes for worthy artifacts and other times for things best left in the past

Sony Pictures Entertainment/Ringer illustration

There’s a dazzling, vertiginous crane shot in the first reel of Once Upon a Time ... in Hollywood, taken from an angle sometimes called a “god’s eye view.” The deity in question here is Quentin Tarantino, and the kingdom upon which he gazes is—where else?—the parking lot of the storied Musso & Frank Grill in Los Angeles, where stuntman Cliff Booth (Brad Pitt) is behind the wheel of a canary-yellow Coupe de Ville that belongs to his pal and employer Rick Dalton. They’ve just taken a boozy brunch meeting with Hollywood agent Marvin Schwarzs (the first of the film’s many holy-shit cameos: Al Pacino), who’s proffered some tough-love advice about Dalton’s dimming professional prospects. Dalton (played with charismatic pathos by Leonardo DiCaprio) made a household name for himself on the serialized ’50s Western Bounty Law, but that doesn’t mean as much in the age of Easy Rider. (Later in the movie, Rick uses “Dennis Hopper” as a slur.) From above, we see that Rick’s Coupe is exiting through Musso & Frank’s entrance—painted arrows point in the opposite direction of the way he’s driving. It’s a loaded visual detail: Sure, Cliff and Rick aren’t exactly the kind of guys to pay attention to minor traffic laws (Rick’s accumulation of DUIs are the reason Cliff has to drive him around in the first place). But more consequentially, the Age of Aquarius has officially dawned, leaving Rick and Cliff as boats against the current.

Once Upon a Time … in Hollywood is a smoggy swirl of Los Angeles fact and fiction: Rick and Cliff are Tarantino inventions, but Rick lives on Cielo Drive, next door to Roman Polanski and a seemingly, but in this world not actually, doomed Sharon Tate (Margot Robbie). It has the run time of an epic (two hours and 41 minutes, or approximately 0.88 Avengers: Endgames) but also the loose, unhurried pace of a buddy flick. It is a movie that shows us in intimate detail what its characters do when they’re alone, killing time, if only to heighten the stakes of the everyday camaraderie when they are together. (Pitt also has some excellent scenes with a pit bull named Brandy, who very deservedly won this year’s Palm Dog at Cannes.) Rick and Cliff are lonely guys at heart, and you get the sense that they’ve rigged up the transactional dynamic of their relationship to avoid admitting how much they need each other emotionally.

Though it’s ostensibly a movie about the Manson murders, Once Upon a Time … in Hollywood is essentially a shaggy-dog bromance that invites us to crack open a period-appropriate beverage and plop in front of the TV set with Rick and Cliff. The revisionist approach to history recalls Tarantino’s most recent masterpiece, Inglourious Basterds, but tonally, it has more in common with Jackie Brown—a movie that, Tarantino recently told Amy Nicholson on a Ringer podcast, he initially conceived as being “a hangout movie.” “You would get to know the characters and then if you did know the characters and you did like the characters, maybe you might watch it every five years,” he said. “And every five years would be just like you’re hanging out with Jackie or you’re hanging out with Ordell.” DiCaprio and Pitt bring such charm and offbeat humor to their characters that it’s easy to imagine viewers feeling this way about Rick and Cliff, too.

Which is occasionally jarring. In one scene, after the audience has been set up to think of Cliff as the one guy in the movie with his head on straight, we learn that he is rumored to have killed his wife and gotten away with it. A brief, smash-cut flashback is played for laughs, meant to suggest that—whether Cliff pushed her off the boat or she fell—the nagging woman had it coming to her. That’s all we ever hear about that story, and in a movie that is certainly not hard-pressed for time, it feels like a notable omission. As with just about everything else that happens in Once Upon a Time … in Hollywood, if you don’t think twice, it’s all right.


Even when they’re constructing alternate histories, Tarantino’s movies always exist in a kind of metaconversation with pop cultural reality. His casting decisions are sometimes playful winks (as when unbilled superstar Channing Tatum showed up as a surprise in The Hateful Eight) and other times earnest homages (helping to revive the careers of actors like John Travolta or Pam Grier), but they are always meaningful and knowing. Once Upon a Time … in Hollywood, too, has some fun with stunt casting (Damian Lewis as Steve McQueen! Lena Dunham as a Manson girl!) that seems in jovial dialogue with the outside world. That’s true, too, of the duo at the top of the marquee—“Leo & Brad”—two stars still generating considerable wattage but who have been cast here as past-their-prime has-beens, offering up some kind of metacommentary on the fleeting nature of male movie stardom. This is a movie in which a character played by Brad Pitt is called “old man,” derisively, by a younger woman. Conversely, it is also a movie that features a shot of Brad Pitt taking off his shirt as if to prove, in the words of my esteemed colleague Jason Concepcion, “that brad pitt still got it.”

But these knowing gestures toward the outside world make some of the more unsettling aspects of the film feel like devil-may-care provocations. Take Sharon Tate’s ex, Jay Sebring, a celebrity hair stylist who, in real life, was murdered by the Manson family along with Tate. He’s a minor, even underdeveloped, character in Once Upon a Time … in Hollywood, but it is notable that he is played by Emile Hirsch, an actor who in 2015 pleaded guilty to assaulting a female film executive, after strangling her to the point of unconsciousness. Tarantino is the most high-profile director to cast Hirsch in the aftermath of his assault charge, and while watching the film I couldn’t think of a single reason Hirsch was cast instead of any number of other actors who could have ably played the part. The presence of Polanski as a character, too, is unsettling, given that Tarantino has only recently apologized for the cavalier comments he has made in the past about the woman who said that Polanski drugged and raped her when she was 13. You can’t tell the story of the Manson murders without at least gesturing toward Polanski, of course, but he’s presented here with an unexamined lightness that feels indicative of the movie’s general tendency to skirt tougher questions about violence against women.

Tarantino’s depiction of Tate has come under some scrutiny, especially after a testy press conference at Cannes when a female journalist asked why the character was given so few lines of dialogue in the film. Tarantino’s response was oddly defensive: “Well, I just reject your hypotheses,” he said, refusing to elaborate much further. I wasn’t as bothered by Tate, or Margot Robbie’s wide-eyed, sweetly telegenic performance. The movie is, in some sense, just a vehicle to save her life and give her thwarted career a hypothetical second chance, asking us to imagine a world in which she had not been most famous for being brutally murdered while pregnant—a pretty sentimental idea, as far as Quentin Tarantino movies go. Once Upon a Time … in Hollywood is suffused with soft-focused sentiment and nostalgia, though as it went on it was less clear to me what, exactly, the film is nostalgic for, and what other Hollywood evils it believes would not have happened in an imagined, prelapsarian world in which the Manson murders had been thwarted. Would Sharon Tate and Roman Polanski still be happily married? Would all the other unpleasantness be swept under the rug?

Am I thinking too much about it? Tarantino would probably think so, because above all things Once Upon a Time … in Hollywood is nostalgic for a time when we didn’t think too much about it, when a movie could, supposedly, just be a movie. Depending on how willing you are to take it on its flashy surface, Once Upon a Time … in Hollywood can be that too—a fun, uproarious, two-and-a-half-hour popcorn flick that only slightly overstays its welcome. If you’re looking for it to be a sharp, lucid commentary on Hollywood stardom, though, you might find, at times, the lens fogging up.

The last scene of the movie is, too, from the perspective of an overhead crane shot. Rick Dalton has just transformed from TV white hat to true-crime hero, torching the last of the Manson intruders with his trusty prop flamethrower. Cielo Drive is once again as quiet as Mister Rogers’ Neighborhood. The camera hovers above the gated yard of the Polanski residence, as a mercifully spared Jay Sebring and Sharon Tate invite their new neighbor in for a drink. I wanted it to keep zooming out. For all of Once Upon a Time … in Hollywood’s sprawl, its final moments felt limited, domestic, insular. Was Rick Dalton finally meeting his neighbors, and maybe scoring a bit part in Chinatown, the only thing at stake all along? The visual details of this movie are so detailed, so warm, so lovingly re-created, that when I emerged from the theater I wasn’t exactly thrilled to be back in the impersonal time of the drone shot. But Once Upon a Time … in Hollywood could have used that sense of panorama, if only to take in a broader vision of the world, and expand the edges of this movie’s supposedly all-seeing frame.