It’s more challenging than usual to talk about Quentin Tarantino’s latest film, Once Upon A Time…In Hollywood, without spoiling a lot of the power of the film. It’s a work that generates much of its power from surprise, and how it’s willing to diverge from the historical record in ways some may find daring and others disturbing. After all, the Manson murders were real, the events took place and no film, as broad or as manic as this one, can in anyway erase that fact. Yet in three glorious hours, Tarantino imagines something quite different about the events in 1969.

Without diving into the divergences, the key to recognize is what the film does, and does brilliantly, is evoke what the Manson murders represent, and the period that they took place in. This isn’t some superficial look at a bunch of rabid hippies and the violence they committed, but is rather more the story of the wild and rampant societal changes that the end of the ’60s represent.

The film focuses primarily upon Rick Dalton (Leonardo DiCaprio), a cowboy actor who has seen his prospects diminish as his star fades. Stuck playing the bad guy to other up-and-comers, a position that metaphorically and literally speaks to former stars in the Hollywood system, the Western genre, and loads of other thematic elements that echo directly what Dalton’s career path represents. His driver/stunt man is Cliff Booth (Brad Pitt), whose own past is even more complicated, yet he seems to breeze by with an effervescent confidence that’s intoxicating.

The two friends buttress against some of the changing mores that are taking place. Booth seems open to this world, yet scars, both literal and metaphorical, remind of a past that can’t be forgotten. For Dalton, his skills aren’t enough for him to be the center of attention any longer unless he rides off to other shores, a sad indication that taste and fashion mean more than competence.

Put simply, this pairing is simply magnificent. These are two of the finest actors of this or any other generation, and given this meaty dialogue, terrific character beats, and the swagger of the setting, they’re at the tops of the game. Neither has been better, and you’re witnessing some truly special performances captured for our viewing pleasure. Pitt’s laconic air and DiCaprio’s manic swagger combine to form an immediately iconic buddy pair.

The rest of the cast is superb, right down to the smaller roles, including Damian Lewis in a brilliant moment as Steve McQueen, Al Pacino as a brash agent, Emile Hirsch as Jay Sebring, a brilliant bit between Kurt Russell and Zöe Bell, and even Luke Perry in what’s presumably his last role. Tim Olyphant does his Deadwood best as a cast mate of Dalton’s, and Bruce Dern provides another gruff but important role in a particularly sinister part of the film.

Margot Robbie’s Sharon Tate is visually perfect, and even though she’s not the center of the film’s narrative, there are moments that absolutely electrify, allowing the luminance of the actor with her own insecurities to shine through. Dakota Fanning’s take on “Squeaky” Fromme is particularly haunting, and Austin Butler’s “Tex” Watson, another member of the Manson Family, nails that kind of “in-over-his-head yet tough guy” part.

A different kind of impact comes from Mike Moh as Bruce Lee, who is a highlight in a film of many highlights. The connection to Tate is overt (he choreographed her for The Wrecking Crew, film which plays a major role in Tarantino’s storyline), but it’s his combat with Cliff that gives the film one of its most gloriously silly beats.

Fred Raskin’s editing is exceptional, keeping all these myriad pieces flowing with only a modicum of (droll) narration provided by Russell. The development of each element is given time to breathe, especially challenging given the number of moods presented.

Entire swaths of the film are devoted to the recreation of differing genres as we watch Rick and his career. Even the changes in tone of the Western are experienced, showcasing not only an aesthetic but the performative range that the era represents.

The production design is stunning, and Robert Richardson’s photography, projected on Tarantino’s preferred 35mm film, has an appropriately softened, hazy look with bursts of color throughout. There’s a balance between documentary-like precision and a wild abandoning of adherence to the facts of the past that drives much of the film’s power, aspects (like with Django Unchained, or especially Inglorious Basterds) that are sure to thrill and disgust audiences in equal measure.

What’s at the core is a decision to eschew expectations based on a historical past while still generating interest and power from the horror of these events. It’s a delicate dance, and some may be repelled. But given the care of the presentation, the greater motifs being explored, and the way that even the most brash reinvention seems entirely earned, there’s a tremendous amount to be admired.

The soundtrack is trademark Tarantino – there are fewer deep cuts here, but with a late-’60s soundscape and a big production budget, there are some stupendous songs selected. Of particular note may be the inclusion of a track written by Charles Manson. For some this will be appalling, but it’s this very connection to the music industry (through, among others, Dennis Wilson) and the film industry (through the abandoned film ranch the Family took up residence in) that showcases the fundamental metaphor that Manson and his followers have long represented.

For what Manson and his crew did was lay bare the mayhem that the hippie movement represented to a kind of conservative America. Yet look to Tate’s feet when she takes her boots off, and the soles too are covered in the same muck, dirtied even when climbing over those below. For those fetishizing freedom, there’s another dark horror, where the very violence meant to be perpetrated can be reflected back.

The film is, of course, dripping with nostalgia, even to previous Tarantino films – look to an LAX shot that echoes Jackie Brown overtly and there’s a shout out to yet another character named Vega. Yet in many ways, this is the most modern and realized of his films, a culmination of all the various pastiches to form a love letter to the past and a speculative fiction of what could have been.

Time will tell whether general audiences believe the film commemorates or exploits the horrors of 1969 and its victims, but when the film is at it’s best, it’s powered by both of these impulses. This is damning of the mythmaking industry as much as it’s a love letter to Tate and her friends. The film frames her with such delicacy and sensitivity that it’s hard not to feel the sense of her loss.

Once Upon A Time…in Hollywood is a beautiful, brash rumination on the grime and beauty that Hollywood both represents and the real world effects of its mythmaking. The film is a dirty, sensually realized feat with many shots of (you guessed it) sensualized feet. Time will tell whether this is Tarantino’s greatest work, but it incorporates so much of what made this brash filmmaker provocative, great, obnoxious and brilliant that it’s hard not to be overwhelmed. Detractors will pick it apart as indulgent and maddening, and even fans may feel overwhelmed. Yet there’s a depth to the humanity at display here, in terms of the storyline of an aging actor, an aging industry, and an aging director, all culminating in a modern myth that’s ridiculous, profound, silly and sublime.

/Film Rating: 9.5 out of 10