In which Priscilla Page walks us through QT's masterpiece.

WARNING: This post contains OUATIH spoilers.

In Sculpting in Time, Andrei Tarkovsky wrote: “Proust also spoke of raising ‘a vast edifice of memories,’ and that seems to me to be what cinema is called to do.” In his ninth film, Once Upon a Time…In Hollywood, Quentin Tarantino resurrects the past as he remembers it and as he wishes it might have been. Sergio Leone likened his own work to “a fairy tale for grown-ups,” comparing himself to “a puppeteer with his puppets.” And Tarantino has taken the same approach to Once Upon a Time, a film about the interplay between fantasy and reality, memory, mythology, masculinity, violence. It’s about fiction and film as redemptive, transformative, and just, and pop culture as a force that brings people together. It’s make-believe, and it’s memoir. Once Upon a Time…In Hollywood is Quentin Tarantino’s second draft of history. 

In 1969, the old guard navigates a new world. The American western is fading, and cowboys and lantern-jawed heroes - fictional and real - are a dying breed. The film follows three days in the lives of Rick Dalton (Leonardo DiCaprio), Cliff Booth (Brad Pitt), and Sharon Tate (Margot Robbie). They belong to three different levels of the Hollywood hierarchy, but they’re all still a part of the same organism - the up-and-comers Sharon and Roman Polanski (Rafal Zawierucha), the fading star Rick Dalton, and then stuntman Cliff, who’s been out of work for a long time. They’re united by pop culture and by a cityscape: they listen to the same radio stations, watch the same TV shows, drive the same streets.

Once Upon a Time’s nostalgia and longing for an era is personal for Tarantino, and its narrative is viewed through the lens of memory. Tarantino’s life and movies are woven into the fabric of Once Upon a Time. Cliff Booth drives a Karmann Ghia, the car that Tarantino’s father drove, and Rick Dalton drives Michael Madsen’s Coupe de Ville from Reservoir Dogs. Tarantino told Time: “…I was creating a Los Angeles of my memory. In this movie, it was the Los Angeles of when I was 6 and 7. It was easy to remember all that stuff. I think of my dad’s Karmann Ghia, which is why Cliff drives a Karmann Ghia. And billboards, and what was on the radio. I remember what shows I was watching, what the cartoons were.” Production designer Barbara Ling told Vulture: “[Tarantino] knows how he wants to see something. He’ll say things like ‘Imagine an 8-year-old laying in the back of a car and looking out the window, what would he see?’” Once Upon a Time…In Hollywood often feels like a story from the perspective of a child’s-eye view. 

Cinematographer Robert Richardson breaks up the child’s POV with occasional overhead shots, which Tarantino calls “Sally’s POV” after the late great Sally Menke, his brilliant long-time editor who passed in 2010. There’s something somber about these omniscient overhead shots. The film is not without sadness and darkness, and violence is a simmering presence. Voices on the radio talk about Sirhan Sirhan, Vietnam, an ad that tells us “Don’t dare stare” at The Illustrated Man. It was the end of the peace-and-love era, a time of upheaval, with a growing counterculture and a civil rights movement that was actively, violently suppressed by police and the government. Rev. Martin Luther King and Robert Kennedy had been assassinated in ’68. In The White Album, Joan Didion writes of the night of the Tate-Polanski murders: “I also remember this, and wish I did not: I remember that no one was surprised.” The Manson Family murders became a myth, a narrative that framed our understanding of what was happening in America and the world. Though the violence was not unprecedented, the Manson Family murders became a cataclysmic event that felt like it changed the course of history. And the movies of the era reflected the mood, from Bonnie and Clyde to Sam Peckinpah’s nihilistic dirty western The Wild Bunch

On February 9th, 1969, Cliff unwittingly visits the Manson Family at Spahn Ranch and Rick plays Caleb DeCoteau in the TV show Lancer (based loosely on the pilot for a real show). Each man lives their own western: one that is very real and one that’s fiction. A double feature. “Both Cliff and Rick walk down western towns and face dangerous opponents and don’t miss a beat,” according to Tarantino. Though the film denies Manson a meaningful presence, Caleb is mythologized in the way Manson was: the director Sam Wanamaker (Nicholas Hammond) calls him “sexy evil Hamlet,” and he describes his look as having a “zeitgeist flair.” Just before we see Rick in his costume for the first time, Charles Manson (Damon Herriman) makes his only appearance in the film: both men wear dark brown leather jackets, blue shirts, blue jeans, their hair is long, dark, wavy. They wander around unfamiliar neighborhoods: one real, one a set. On Cielo Drive, Manson asks Jay Sebring (Emile Hirsch) for directions to Terry’s and Dennis Wilson’s new place, and in the next scene, Rick asks for directions to the “bad-guy saloon.” Caleb especially feels like Manson’s surrogate when he holds a little girl hostage - which is what Manson figuratively did to his cult. It parallels Cliff’s predicament, where he tries to rescue George Spahn (Bruce Dern), the Manson Family’s hostage. (Luke Perry’s Scott Lancer is Cliff’s proxy: both men are war heroes, both men arrive to rescue a hostage.)

Rick Dalton is going through something, and in a way, his day on set saves his life. He fears he’s a has-been, he struggles with alcoholism and mood swings. We see this most plainly when he shoots Lancer. When Rick reads the novel Ride a Wild Bronco, his precocious co-star Trudi Fraser (Julia Butters), who plays Mirabella Lancer in the pilot, asks him about the story. Rick explains the plight of Tom “Easy” Breezy, an aging bronco buster who feels slightly more useless every day. He isn’t the best anymore. He’s in his late thirties now and in pain. Rick is startled by his own tears as he describes Easy Breezy, relating to him a little more than he’d realized. Rick grapples with his own life through fiction, and he connects with Trudi over it. Once Upon a Time… is about artifice, fiction, fantasy, but it’s also about the power of art, our relationship with it, the value it has to us as individuals and as a collective. It’s in little moments throughout the film, too: Cliff and Rick bond watching Rick’s episode of The F.B.I., Cliff reads comic books and leaves the television on for his dog Brandy, Sharon Tate enjoys watching her film The Wrecking Crew with an enthusiastic audience, everyone in the city listens to the same radio station during the day and listens to records at night, and even Squeaky Fromme and George Spahn love watching TV together. 

While shooting, Rick forgets his lines and subsequently has a meltdown about it in his trailer. We know he’s downhearted, but these are also the emotions he taps into when he plays Caleb in one last scene. Ride a Wild Bronco obviously inspired him, as evidenced by Rick ad-libbing “bronco buster” in his final monologue as Caleb. He impresses Trudi so much she tells him his performance was the best acting she’s ever seen. Trudi’s reassurance and encouragement, the knowledge that he’s done well, that he’s still “Rick fuckin’ Dalton” - this is deliverance for Rick. Good art not only brings people together, it moves people, and it inspires more good art.

Meanwhile, real savagery has taken root in the play-wilderness of Spahn Ranch. The Ranch represents the intersection of the dream of Hollywood and the dark underbelly of Los Angeles, a place where fantasy and reality intersect. Cliff embarrasses his host Pussycat (Margaret Qualley) by insisting on saying hello to George Spahn, the ranch’s owner, unconvinced that the Family isn’t taking advantage of him. Squeaky Fromme (Dakota Fanning) watches TV, and the television’s music (unreleased music from Bernard Herrmann’s Torn Curtain score) becomes the score to Cliff walking down the hallway to George’s door. In the kitchen, a rat squirms in a trap. It’s Hitchcock, it’s horror, it’s a High Noon showdown.

On February 9th, Cliff and Rick are both villains in their respective stories - Rick plays the villain Caleb in Lancer, and in the Manson Family’s eyes, Cliff is a villain, an outsider arriving in their western town. But both men have heroic, redemptive moments - Cliff’s comes through a very real, visceral situation, and Rick’s comes through art - through a novel and through his own performance. For the unflappable Cliff Booth, threats are exterior, rooted in the physical world, whereas Rick’s concerns are interior - his struggles come from within. Cliff’s “showdown” with the Manson Family carries obvious risk, but Rick’s day on set has stakes for him, too. In his trailer, Rick threatens to blow his own brains out that night “all over [his] goddamn pool” if he doesn’t stop forgetting his lines. For Rick, his Lancer shoot is life or death. Art is life or death. The stakes for Rick and Cliff are equally high. 

After the cancellation of Bounty Law, Rick Dalton plays a different heavy every week on another hero’s show. When Rick meets Al Pacino’s Marvin Schwarz, Schwarz explains the effect this will have: “Now, with another couple of years playing punching bag for every swinging dick new to the network, that’s gonna have a psychological effect on how the audience perceives you. So Rick, who’s gonna kick the shit out of you next week? [ . . . ] Down goes you, down goes your career as a leading man.” Rick can either go to Rome and star in westerns and “win fucking fights” or he can be erased from collective consciousness as a leading man, as a hero. Both Rick and Cliff were cast as villains, but both emerge as heroes, and they experience their respective moments of triumph alone. By the film’s end, they’ll get to share a victory.

The scenes at Spahn Ranch and the set of Lancer are standalone westerns, but Once Upon a Time…In Hollywood is itself a western and an elegiac to the classic American western, with a little spaghetti western in its DNA. It’s the perfect genre to tell this story. The western is a dream, reality-blurring, an exploration of what it means to be a hero, a product not of history but of fantasy, a creation myth that reinvents America over and over again. Some of the genre’s concerns include masculinity and violence. In her book Reading Revelation as Pastiche, Michelle Fletcher described Sergio Leone’s work as “a meditation on the concept of violence and its role in the Western landscape, and the place of masculinity in a new world,” and the same could be said of Once Upon a Time

If Rick Dalton is the classic western protagonist, then his stuntman Cliff Booth belongs in a spaghetti western or a Peckinpah western. In an interview with The Ringer, Zoe Bell said that Tarantino was drawn to the “Wild West of [stunt work].” Death Proof ’s Stuntman Mike explains: “I’m not a cowboy, Pam. I’m a stuntman. But that’s a very easy mistake to make.” Stunt performers are modern-day cowboys, and Cliff Booth is an outlaw, but he’s not a villain. In Spaghetti Westerns: A Viewer’s Guide, Aliza S. Wong describes the hero of the spaghetti western as “silent, brooding, with a foreboding past that is shrouded in mystery and the unspoken, but which always gives way to a mutual understanding that they are men to be reckoned with.” She continues that he is “an honorable, yet violent, outsider. He is, by his own choice, a figure from the margins.” 

The hero of the spaghetti western is at the edges of the law and of civilized society, just like Cliff Booth. He broke a lawman’s jaw and worked on a chain gang. He scraps with Bruce Lee on the set of The Green Hornet, and though he was exonerated, he may have killed his wife. (In a scene that plays like John Travolta’s Vincent accidentally shooting and killing Marvin in Pulp Fiction, we see Cliff on a boat with his wife, but the film cuts away before we see what happened.) Cliff Booth may have had villainous moments, but Tarantino makes him more complicated than that. Cliff is a war hero (and promotional material for the film specifies that he was a Green Beret). When he visits Spahn Ranch, he worries about George Spahn, even though the men weren’t friends. And he’s a good friend to Rick, his loyalty evidenced even in little moments, like his careful driving whenever Rick is his passenger. (In his own car, Cliff drives like a maniac.) Like many of Tarantino’s characters, Cliff Booth is a man with a code, though it may not be ours. 

In his Kill Bill journal, cinematographer Robert Richardson quotes this passage from The Bhagavad Gita: “…even as worn-out clothes are cast off and others put on that are new, so worn-out bodies are cast off by the dweller in the body and others put on that are new.” In a Tarantino film, identities are as mutable as an actor slipping in and out of character, putting on or removing a costume. Even a man’s moral code can shift, depending on the situation. In Reservoir Dogs, Freddie the undercover cop is told that he’s “gotta be a great actor” to do his job and convincingly act like a crook. Jules and Vincent have to “get into character” to kill for Marsellus in Pulp Fiction. And in Kill Bill, Bill compares Beatrix to Clark Kent and Superman when he explains how he feels about Beatrix marrying another man under an assumed identity: “[Clark Kent]’s weak, he’s unsure of himself, he’s a coward. Clark Kent is Superman’s critique on the whole human race. Sorta like Beatrix Kiddo and Mrs. Tommy Plimpton. [ . . . ] You would’ve worn the costume of Arlene Plimpton. But you were born Beatrix Kiddo.” 

In Once Upon a Time…In Hollywood, both Cliff and Rick play the hero and the villain. Rick Dalton’s character Caleb throws Mirabella Lancer to the ground, but when the director yells cut, Rick Dalton asks Trudi if she’s all right, worried that he hurt her. He has none of Cliff’s moral dubiousness. Tarantino is fascinated by layered identities, and this might be his most layered film. The characters in this film are actors who slip in and out of roles, fictional characters or historical figures made fictional, heroes or villains. Tarantino explained Cliff in an interview with Sight & Sound: “[Cliff] knows how dangerous he is, so he’s clamping down on the monster that’s inside of him and he’s actually quite Zen about the whole thing. But that monster is always there.” Sometimes Cliff contains the monster, sometimes he doesn’t. In the past, he’s unleashed the monster when he shouldn’t, but by the end of the film, he unleashes it when he should. 

American westerns championed violence that is justified, that restores law and order and protects the innocent. In Radical Frontiers in the Spaghetti Western, Austin Fisher writes: “Though [John] Ford does place women at the moral center of his films’ plots, the civilized future which they represent must still, as in the majority of Westerns, be secured by men killing other men. Masculine violence is therefore frequently located as a cleansing, regenerative entity…” In Once Upon a Time in Hollywood, Sharon Tate is the film’s peaceful, moral center, and Cliff Booth’s and Rick Dalton’s explosive violence is “cleansing, regenerative,” protecting the pure spirit of Sharon Tate and the hopeful future she represents. On the Empire Film podcast, Tarantino calls Sharon “a friendly ghost, haunting the movie in a lovely way.” She’s an ideal, “a walking, talking sunbeam” - she’s not a “literary character that an actor is playing to get at an inner truth,” Tarantino explained. There is no plot to what she does. Instead, she’s a human being living her life. Rick and Cliff protect Sharon, and so does Once Upon a Time…In Hollywood. The film gives Sharon Tate the life she was denied by the Manson Family. 

The western’s fundamental battle is between wilderness and civilization, the savage and the civilized. Once Upon a Time casts the Manson Family as its savages, a threat encroaching on the Hollywood frontier. Tarantino updates this racist trope, and in this iteration, the “savages” aren’t Native Americans, they’re white supremacists. And they aren’t just savages, they are ghosts haunting Spahn Ranch and Los Angeles itself, demons to be exorcised, and the final act, with all its cartoon violence, is an exorcism. It’s revenge. More importantly, it’s justice.

Like Inglorious Basterds or Django Unchained, Once Upon a Time is a historical revenge film, and the revenge is preemptive, preventative. The film itself is the engine of revenge. Since her real-life analog confessed to killing Sharon Tate, Susan ‘Sadie’ Atkins (Mikey Madison) receives the brunt of the film’s ire. As Cliff and Brandy dispatch the other two Manson Family members and Rick takes his blowtorch to Sadie, the western takes a spaghetti western turn. In a western, peace is the objective and violence is an interruption, whereas violence is a way of life in the spaghetti western. The film’s final act combines both genres: the violence is extreme, explosive, but it has a moral imperative. 

Pauline Kael wrote that the emergence of the spaghetti western finally “eliminated the morality-play dimension and turned the Western into pure violent reverie.” Once Upon a Time’s ending is not only “pure violent reverie,” it’s fantasy, make-believe. In the ad for Bounty Law, Rick Dalton’s Jake Cahill is asked, “You don’t ever bring ‘em in alive, now do you, Jake?” and he responds, “Not when there’s three of them and one of me,” foreshadowing the three Manson Family members that Cliff and Rick tangle with. (“Amateurs try and take men in alive. Amateurs usually don’t make it,” Jake Cahill also tells us, subtly telegraphing the film’s end.) The film begins with an ad for Bounty Law, and by the end of the film, Rick becomes Jake Cahill. Even the Manson Family refer to him as Jake Cahill. Trudi told Rick that she prefers to be called by her character’s name on set to “invest in the reality of the story,” and in this final scene, Rick getting called his character’s name helps us invest in the fantasy of the story.

A fictional Cliff Booth laughs and asks Manson Family member Tex Watson (Austin Butler), “Are you real?” And Tex - a fictionalized historical figure - insists, “I’m as real as a donut, motherfucker.” The gun that Tex points at Cliff is real, and a stoned Cliff points his hand and finger like a gun at Tex. Tarantino’s filmography contains a series of standoffs and shootouts, of men (and occasionally women) pointing guns at each other, and Tex’s and Cliff’s moment feels like a meta-commentary on his films, and on cinematic violence. It’s a wink at the audience. Tarantino calls attention to the fact that the Manson Family’s violence was real, Cliff’s and Rick’s is not. 

On August 9th, 1969, Rick and his new wife Francesca Capucci (Lorenza Izzo) return home from Europe in a scene that parallels Roman and Sharon at the beginning of film, walking in step through the airport. Rick looks like Polanski, from his frilly neckerchief to his new long, dark hair. And Cliff has become the patient Jay Sebring, waiting for Rick’s new wife to screw up. The future for Cliff and Rick is uncertain. But on this fateful night, they’re going to get drunk…until the Manson Family interrupts their plans.  

The moment when the Manson Family breaks into Rick’s house is a crucible for both men. The Manson Family signal death and fading away, and by killing them, Cliff and Rick stave off their own irrelevance. And Cliff saving Rick and his new wife is the ultimate expression of his friendship. Cliff is Rick’s stuntman, his repairman, carrying the load and fixing what’s broken. “I try,” is Cliff’s mantra - his first and last line in the movie - and he succeeds. In the final act, Cliff and Rick are given the ultimate gift: being useful. 

Without Cliff’s stuntman training, without Rick’s time learning how to use a flamethrower for The 14 Fists of McCluskey, neither man would have survived, and though they don’t know it, they never would have saved Sharon Tate, Jay Sebring, Abigail Folger (Samantha Robinson), and Voytek Frykowski (Costa Ronin). Cliff and Rick get what they both wanted most: Cliff protects his best friend, and Rick gets to meet his next-door neighbors (“just one pool party away”), their front gate opening to him like the pearly gates of heaven as Maurice Jarre’s “Miss Lily Langtry” plays. (When this song plays in The Life and Times of Judge Roy Bean, the title card reads: “Maybe this isn’t the way it was…it’s the way it should have been.”) Rick goes from being the heavy of the week, the one who loses every fight, to the hero who wins against the bad guys. Their hard work finally pays off for them in a tangible way. 

In George Stevens’s Shane, the titular character turns to violence when he’s left with no other options. He left a mysterious, violent past behind, but he must become a hero once more. The confrontation between Shane and Ryker is inevitable, cathartic, and melancholic - because Shane knows the Old West is dying, that his days of being a gunfighter are numbered. “You’ve lived too long. Your kind of days are over,” Shane tells Ryker, who responds, “My days? What about yours, gunfighter?” Shane says, “The difference is I know it.” Like Shane, Cliff and Rick know their days are over, but this is their last stand, their Butch and Sundance moment. 

Robert Richardson said: “[Once Upon a Time]’s about mortality, about the recognition of when we slowly begin to fade from a place in the spotlight to somewhere else.” Tarantino includes Buffy Saint-Marie’s cover of Joni Mitchell’s The Circle Game in the film, which articulates this theme: “We’re captive on the carousel of time / We can’t return, we can only look behind / From where we came.” Life is transitory, and so is Hollywood and its trends, but film is eternal. Cinema not only has the power to reframe myth, but to rewrite history: it brings back Sharon Tate. Manson longed for fame, and the film denies him this. The film doesn’t deliver its revenge exclusively via violence. It demythologizes Charles Manson, reduces him to a cameo, exposes the Manson Family as inept, and makes Sharon Tate the story’s beating heart. It gives Sharon a cinematic legacy that transcends her murder.

Tarantino claims Once Upon a Time’s Sharon doesn’t symbolize anything. But when Margot Robbie’s Sharon joyfully watches the real Sharon Tate on the big screen at the Bruin, in this moment she embodies a childlike love of movies. Tarantino’s declaration that the film is a “love letter to Los Angeles” has been endlessly repeated, but it is more specifically a love letter to those who make movies, the people on screen and the people behind the scenes, not only the stars, but the people who’ve been forgotten, fading in our collective memory, or the people we never knew or never saw at all. It’s a love letter to everyone who makes movies possible, a second chance for the unsung heroes of cinema and a star whose life was tragically cut short.  

Her life may have been ended, but on film, Sharon Tate can live forever. Tarkovsky wrote: “Cinema lives by its capacity to resurrect the same event on the screen time after time,” and that power extends to Sharon. Rick and Cliff save lives, they save the heart of the film and their own dream, and they preserve an era. Like Shane, Cliff and Rick are the last line of defense against an encroaching darkness and the city’s loss of innocence. They dispatch the outlaws and restore order. Once Upon a Time…In Hollywood’s message is one of redemption: no matter how low we get, we can always be recast as the hero of our story.