'Once Upon A Time In Hollywood' Is Great But Not What You Might Expect From Tarantino

Quentin Tarantino’s “Once Upon A Time in Hollywood” is in some ways his most conventionally structured film. Its title references the epic spaghetti western of Sergio Leone as it looks to a year of upheaval and change in Hollywood, 1969.

“Once Upon a Time in Hollywood” is Quentin Tarantino’s ninth film. The reason that needs to be mentioned is that he has claimed he will retire after number 10, making this his penultimate work. That ramps up the usual sense of anticipation and weight associated with any Tarantino film.

The film is set in 1969 and uses the Manson family as a real historical sidebar to the story. Hollywood in 1969 was a time of change. Old Hollywood was giving way to new. Studios were being challenged by independent film-making. Old school stars were being replaced by young blood. And August 1969 was when Sharon Tate and her friends were brutally murdered by the Manson family. But how Quentin Tarantino chooses to let all this play out is just one of the surprises of "Once Upon a Time in Hollywood."

The focus of the film, however, is on Rick Dalton (Leonardo DiCaprio), a fading western star and his stunt double Cliff Booth (Brad Pitt). They are old Hollywood, relics of the dying studio system trying to hang on with guest spots on TV shows. They are also prone to complaining about all the damn “hippies.”

Rick’s new next door neighbors happen to be Roman Polanski (Rafal Zawierucha), hot off directing “Rosemary’s Baby,” and his actress wife Sharon Tate (Margot Robbie almost capturing Tate’s particular sweet naivete) who is a rising star with "Valley of the Dolls." They represent the new Hollywood.

Dalton used to be a leading man, now he is playing heavies and getting killed or beaten up by younger stars. A producer (Al Pacino in something of a wasted role) suggests he go to Italy to resurrect his career and become a different kind of star. Booth tags along, looking after Dalton, driving him where he needs to go, fixing his TV antenna and occasionally doing stunt work.

On the periphery of the story and of Hollywood is the Spahn Ranch where the Manson family is living. Booth gives a ride to one young girl back to the ranch where he had once shot movies. With his brief return to the ranch, the film conveys the creepiness of that cultish environment before returning to the glitz, glamour, and sometimes grime of Hollywood.

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Tarantino loves Hollywood and all it represents. He gives us some insights into how the business is run, the politics of having a career, and how a movie or TV show is shot. Sometimes he’s making fun of Hollywood (as with an overly mature child star) but sometimes he seems to be giddily in love with it all (there’s absolute affection for the tawdry glow of neon switching on as night falls). He also takes a short side trip to Italy for a comparison of film cultures.

“Once Upon A Time In Hollywood” is Tarantino’s most linear and least flamboyant film. Although it deals with a western star and a stunt man, there really is not that testosterone driven feel of “Reservoir Dogs” or “Pulp Fiction.” As a filmmaker he doesn’t seem like he’s trying to show off and the result is his most grown up film since “Jackie Brown.”

I have a few minor complaints about the film — too many shots from the back seat of cars and I’m not crazy about how he used Bruce Lee — but on the whole the film was something of a surprise even when it delivered plot turns I was expecting. The surprise came in the tone of the film. There is something reflective and oddly bittersweet, as if looking back on something and realizing how it meant more than we thought, and letting memory change some of the facts. Tarantino may be clear-eyed in showing how cruel Hollywood can be to an aging star but he allows Dalton some moments of triumph as his star is falling, even allowing him to win the respect of his little co-star. It's a kindness you don't often find in his films.

Turning to another aspect of his film, you could say he takes a cue from Mel Brooks. When dealing with Nazis in "The Producers," Brooks' approach was to make fun of them to deflate them and take away their power. Here Tarantino lets the Manson commune deliver their creepy best before making them objects of ridicule to bring them down and make them just seem stupid rather than scary. It is something of an unexpected twist but fits in with how Tarantino has played with facts before.

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Tarantino got a great work out of DiCaprio in “Django Unchained” and he gets the actor to mine another impressive performance to play Dalton. DiCaprio finds vulnerability in Dalton as well as revealing some acting chops when Dalton pushes himself to really deliver. But the audience’s attention is constantly pulled toward Booth who is played with golden boy charisma by Pitt. Tarantino seems in awe of stunt people even if he thinks they might harbor shady pasts and he turns Pitt’s Booth into a kind of hero for the film.

“Once Upon a Time in Hollywood” weaves a bittersweet tale of Hollywood as a place where dreams can come true, careers can crash and burn, people can be resurrected, and history can even be rewritten. I don’t think a Tarantino film has ever moved me emotionally before. His films dazzle me with craft and style but I never felt much of an emotional attachment to his characters. But as this film moves toward the events of Aug. 9 and Tarantino plays “Out of Time” on the soundtrack, I felt the tension of wondering how he would wrap up the story. Would we see the murders as they happened?

Tate is a minor character in this film but I was surprised by how much he made me care about what happens to her. I don’t want to reveal what he actually does with the ending. We all know what really happened. The film’s title suggests the approach Tarantino takes toward the whole story, it is his kind of fairy tale of Hollywood, seeing the place as a kind of storybook land where reality can be transformed. The film is not a valentine to film-making in the same way that Francois Truffaut delivered one with “Day for Night.” But "Once Upon A Time..." does feel like Tarantino is trying to convey his feelings for the industry he works in and maybe that bittersweet tone is as much about the story of the film as it is about his own career as he contemplates whether his next film will be his last.

If you want to check out another amazing soundtrack from Tarantino, you can find this playlist on Spotify or the album on iTunes.