This is the first time I’ve genuinely looked forward to seeing a Quentin Tarantino film. As my film students have come to learn, I’ve had an aversion to him and his films for a number of reasons, none of which I’ll go into here—though I greatly admire many of his sharply drawn characters, the generally high level of acting, and the cinematography of Inglourious Basterds.

[Spoilers galore—continue at your own risk if you haven’t seen it.] Where to begin with Once Upon a Time…? In some senses, it’s a mature departure from his earlier work, though it resonates throughout with references to those earlier works (especially regarding wish fulfillment, Inglourious Basterds, and fire.). It’s a rich blend of sound and image, with so many cultural and cinematic references that it’s going to be a guaranteed subject for conversation and writing for serious critics, film students, and Easter egg sleuths for years to come. It’s by far my favorite QT film, and it manages to build and build uniquely and creatively until he lets loose with what could be called a typical Tarantino ending that folks will either love or hate—or in my case, both love and hate.

But even before that controversial ending has a chance to either pull you in all the way or completely take you out of the film , QT has created a funny, serious, dreamy, surreal, parodic,  series of sights and sounds that shouldn’t blend together, but do. He uses diegetic music in so many different ways, for example, that one minute the viewer is grooving along with Cliff (Brad Pitt) and the next, is listening to music emanating from a scene that turns into nondiegetic accompaniment for the next scene before we’re aware of it–and it works.

Full disclosure: I was 16 in 1969, when these film events happened. Many think that the Manson murders were the unofficial end of the 1960’s (the film’s take), while some think that the Kent State murder a few months later has that dubious distinction. In any event, for Hollywood and for many who were coming of age at that time, those murders were as shocking and as culturally significant as President Kennedy’s was shocking and political. I hadn’t yet been freed from high school by this time, but was aware of the free-spirited music and mindsets that had been developing around me. Tarantino has captured the mood and feel and more, and has put his own stamp on it, including what is becoming his revisionist trope.

Tarantino is doing so many things in this film, from social comment to loving respect for 1960’s TV and Hollywood, to slight (or not so slight) satire on the same, to recreating and celebrating and undermining 1969 swinging Hollywood, that it might be dizzying trying to follow everything he’s doing–except for the fact that he’s created a dynamic blend of narrative and dream that keeps the viewer engaged, even when he stretches that viewer’s engagement to the limit (which is does more than once). To call it a rich stew doesn’t do this complex film justice. It justifies many more words than I have time or inclination to present.

The casting and acting combination may well be the best of the year, or many a year. Leonardo DiCaprio plays Rick Dalton (great name), a TV actor trying to make it into film, but whose career is in low gear. Dalton is much less intelligent than DiCaprio, often a great challenge to a smart actor. DiCaprio plays it humorously most of the time with a performance that is self-conscious about its character’s flaws and limits, but he doesn’t stay there. Rumor has it (or IMDB has recorded) that DiCaprio had a hard time doing second-rate acting as Dalton without visible condescension, but he manages to pull it off, and also nails it when Dalton has to pull out his best acting for one intense scene. This is a high-wire performance with great range and range of expression. Should the Academy have waited a few more years to give Leo an Oscar?

The owner of the film, however, is Brad Pitt, who does a star-making turn again by playing a character opposite of DiCaprio’s in many ways, from Cliff’s imperturbable unflappability to Pitt’s finally accepting and even celebrating how cool and good-looking Brad Pitt is. Pitt is supposed to be playing second fiddle to DiCaprio here as his stunt double/driver/personal assistant. But he ends up taking over the narrative at some points and finally becomes the primary agent of action at the climax of the film. Pitt has never looked so comfortable in his own skin, and he exemplifies the laid-back 1969 California dude perfectly and without irony while still carving out his character’s individuality. DiCaprio is all motion and range; Pitt is all internal stillness and consistency. They are both bravura performances, and while DiCaprio is the better actor in general, this film belongs to Pitt/Cliff.

There are so many other good-to-great actors in smaller roles that it would take too long to go into how they do, why they were cast in this role, and what meaning it has for the film. Lena Dunham as one of the Manson girls? Dakota Fanning as Squeaky Fromme? Maya Hawke as the “Flower Girl” in the group?. Timothy Olyphant in just an extended but meaningful cameo? And Luke Perry in his last role? Then there is Bruce Dern, playing the real George Spahn of Spahn Ranch fame because Burt Reynolds died before filming, and bringing a meta sensibility to the role because of he turns his own career has taken in later years; is what happened with and to George Spahn similar to what happens to actors who are aging out?

Making the most of her role is Margaret Qualley as Pussycat, a fictional Manson girl. Qualley was most recently seen in her Emmy-nominated role as Ann Reinking in TV’s Fosse/Verdon, where she had to not only act but dance that legendary dancer’s part. She owns every scene she’s in here, which is miles away from her Reinking role. She’s everything an uninhibited flower child of the late ‘60s should be, and her role and performance add depth and layers of fluctuating meaning to the film.

I’ve enjoyed the brouhaha around Margot Robbie: “She doesn’t have enough agency in the movie” and “Her role doesn’t give her enough lines.” How do I say this nicely?: People who really don’t know what they are talking about should really stop talking. Her role as the doomed Sharon Tate (a.k.a. Mrs. Roman Polanski) is yes, the stuff of dreams, but this movie isn’t about her at the same time that it is about her world and how it soured. It might be said that any breathtakingly lovely blonde could have played this role, and that would be wrong. Robbie has an intelligence behind her beauty that keep us engaged long after we notice her looks. She represents the “look” and so-called “freedom” of the late ‘60s with her miniskirt and white boots. But she also shows a little-girl joy at seeing her image on the screen (watching the real Sharon Tate—wow, could someone please dig into that?) while also showing us a young woman who doesn’t quite know who she is but who has patterned herself after ‘60s clichés, to a kind and generous woman about to have her first child. It’s not a performance that insists that you watch, but instead invites you in to observe, to enjoy, and even to ponder. There’s depth in her character and greater depth around it.

Not every scene works. The Playboy Mansion scene doesn’t really add anything, and the current actors playing ‘60s actors is more distracting than meaningful. There is also a long unbroken take of dialogue between Rick Dalton (studying lines between shooting scenes) and the child actress Julie Butters, playing a child actress named Trudi (who looks like a combination of the young Brooke Shields and the young Elizabeth Taylor) who has to spout some of the funnier, more ironic, satiric lines about the Art of Acting. As usual, Tarantino’s dialogue is biting and intelligent. But coming out of the mouth of a genuinely young child in a long take doesn’t quite resonate. Butters does her best and she may well become the actress some think she will be, but the dialogue is too much for her, and the long take doesn’t allow for a back-and forth selection of the best takes of either actor.

What does work is the extended Spahn Ranch scene, which “interrupts” the narrative and pulls us away from the person we thought was the lead—Dalton. This is Tarantino at his bravura best, deviating from every expectation about plot and character to go on what could be considered an unnecessary side journey. Pitt is just about perfect here, and he gets to demonstrate his character’s tough exterior, fighting skills, and soft heart. But far more than that, this is a scene of developing dread and tension, feelings that began much earlier in the film with that reverse tracking shot that ended with the shot of “Cielo Drive.” There is great suspense here, and suspense that is stretched to the breaking point. But there is also deep dread mixed in. Since we know that Cliff is not a real person, we don’t know what might happen to him in this strange and unfamiliar setting. We do know historically what they group was capable of, so Cliff’s adventure here keeps us tied to Tarantino’s main character while building foreboding for what we (think we) know is coming.

That sequence is one of the most mature and daring sequences Tarantino has directed. It took exact pacing and a great deal of restraint to do it. I was hoping that restraint—which yielded such creativity here—would last throughout the rest of the film. But this is Tarantino, after all, so of course I was wrong. The end sequence at Dalton’s house is gonzo, all hell breaks loose, over-the-top-beyond-all-recognition action and violence. It’s at this point that QT seriously deviates from historical accuracy, but that important fact is all but drowned out in the moment by the utter insanity and unleashed carnage we view. Of course the irony is that this is violence that we want to see to some extent (cue Hitchcock), but it’s so overboard that it finally becomes funny. I understand that this is a QT trademark, but after my first viewing, I believe that while I see what he’s doing with the violence, the way he did it prevents this from becoming a great film.

Yet…yet…I was a sucker for the ending scene outside the Polanski residence. As in many of QT’s films, history is distorted in a way that delights the brain with “what ifs” while quietly acknowledging what we all know really happened. The film wraps up perfectly with the title coming just as we settle into the alternate reality that’s been presented to us. It’s a dream we wish could have occurred. And a number of themes are suggested by the words “Once Upon a Time” coming first, reminding us that we watching wishful revisionism, and then having …. “in Hollywood,” opening all the thoughts the film suggests in the combination love affair/satire QT has with the Dream Factory.

And yes, I’ll see it again. Probably more than once.