If you haven’t noticed — I mean, we did a Quentin Tarantino week on this site and have published articles about the 37 Movies That Make Up Kill Bill and the Movies That Influenced Quentin Taratino — but I enjoy the man’s films. So when Once Upon a Time In…Hollywood was announced as a film all about the Manson Family, I was a bit worried.

I’m not a part of my generation that worships Charles Manson and thinks he really had anything interesting or relevant to say. In fact, I’ve compared him to advertising consultants and TED talk speakers, two groups that I find as abhorent as the man who ordered the murder of everyone in the house where Sharon Tate lived and believed that the “White Album” was to be the start of a race war that his Family alone would survive.

I didn’t want a Tarantino film all about Manson. And good news. This movie is anything but. Instead, it’s a love letter to the end of the studio system as Hollywood moves from dashing square jawed leading men to neurotic antiheroes for a few years before blockbusters would change the game all over again.

This is the first Tarantino film not to be associated with producer Harvey Weinstein, with Sony Pictures winning the distribution rights, as they met Tarantino’s demands, least of which is final cut.

At its heart is the relationship between two men: Rick Dalton (Leonardo DiCaprio) Dalton and Cliff Booth (Brad Pitt), which is somewhat modeled on the relationship between Burt Reynolds and Hal Needham.

Rick is a veteran of war movies and 1950s Westerns like Bounty Law — based on Wanted Dead or Alive, which starred Steve McQueen. Unlike McQueen, Dalton’s foray into the movies did not go so well. He got his show cancelled and now has to be content with playing the bad guy of the week, always going out on his back.

His best friend Cliff is a veteran of the actual war who went on to become the stunt man that makes Rick looks so good. There’s been a rumor going around that Cliff killed his wife Billie (Rebecca Gayheart), but the movie neither confirms or denies this. We can tell that Cliff is a capabale man because of the way he can leap onto a roof with no ladder and because he dresses like Billy Jack without the hat. He lives alone in a trailer on the outskirts of a drive-in theater with his pit bull Brandy.

Now that the work is drying up, Cliff mostly drives Rick around town, as our hero is a drunk. One of those drives takes Rick to meet Marvin Schwarz (Al Pacino), who tries to talk him into leaving Hollywood behind and doing cowboy movies in Italy.

In marked contrast to Rick’s spiral is the rise of his neighbors, Roman Polanski (Polish actor Rafał Zawierucha) and Sharon Tate (Margot Robbie). Rick dreams that if he could just meet them, he knows that his life would be so much different. In fact, everyone dreams of Tate, including Steve McQueen (Damian Lewis, who looks near picture perfect), who laments that “Yeah, I never stood a chance” to win Tate over. The entire Playboy Mansion scene is wonderful, from the logo that bursts onto the screen to the cues of who each and every person is.

What follows are nearly three rambling hours in 1969 Hollywood, from encounters at Spahn Ranch with the aofrementioned Mansons to a fight between Cliff and Bruce Lee on the set of The Green Hornet, Stuntman Mike’s — from Death Proof — brother Randy (still Kurt Russell) showing up and married to Zoe Bell, the typical bare female feet you expect from a Tarantino film, Sharon Tate going to watch herself in The Wrecking Crew while a poster for The Mercenary is on screen for an extended time, Rick’s acting emerging on the set of Lancer, a young Method actress named Trudi (Julia Butters) who steals the show, Rick’s trip to Italy where he works with Antonio Margheriti and Sergio Corbucci and a last night of bromance drinking that turns into a pitched battle between Tex Watson, Susan Atkins and Patricia Krenwinkel against Rick, Cliff and Brandy, who are armed with cans of dogfood and an audience pleasing — SPOILERS PLEASE! — flamethrower.

There are the little in the margins moments that fans fo Tarantino love, too. A premiere for an adult film at the Eros Theater is in the script just to get a cheer from the crowd when this movie premieres at Quentin’s New Beverly Theater, its modern name.

I just love how Rick sings “The Green Door,” a song about not knowing what’s going on at a party when soon, the stars of Hollywood would be celebrating drugs and porno chic, with films like Behind the Green Door. Rick starts off clueless but his self-aware nature grows, particularly in the scene where he cries in front of Trudi.

Plus — Clu Gullagher shows up as a bookstore clerk!

My worries about the Manson Family in this film were unfounded. Sharon Tate exists as an angel here, above and beyond the cares of the characters that somehow live in the same world as her. She dances alone, not only at the Playboy Mansion but throughout the reality this film has stitched together. She’s as much of an ideal and McGuffin as Pulp Fiction‘s briefcase. Her mentioned what a great actor Rick was is enough to make him forget that he just stared death down and might have almost lost the only person in the world who truly loves him, no matter what.

And how about Timothy Oliphant as James Stacy? The sadness of real life is that Stacy was hit by a drunk driver while driving his motorcycle — he pulls away on it at the end of the shoot — leading to him getting his left leg and arm amputated. He had formerly been married to Connie Stevens and Kim Darby, and to compound the sadness, he was arrested for molesting an 11-year-old girl and stalking two others in 1995.

Is Trudie Fraiser really supposed to be Jodie Foster? Did Cliff really kill his wife (I’d kill for a Tarantino American giallo all about this)? Will Rick’s career change now that he’s finally had that one pool party at the Tate house? How amazing is it that Tarantino could change history not just once in Inglorious Basterds but now all over again? Where can I get those amazing fake Italian movie posters?

I don’t really want to say much more. As Tarantino himself said before the film earned a seven-minute standing ovation at Cannes, “I love cinema, You love cinema. It’s the journey of discovering a story for the first time. I’m thrilled to be here in Cannes to share ‘Once Upon A Time…in Hollywood’ with the festival audience. The cast and crew have worked so hard to create something original, and I only ask that everyone avoids revealing anything that would prevent later audiences from experiencing the film in the same way. Thank you.”