A second viewing really pronounces Robert Richardson's terrific cinematography and Barbara Ling's production design, particularly in the first half. The crane shot between the Dalton and Polanski Hollywood Hills homes is incredible, but maybe the most extravagant example of skill involved. It's Richardson and Ling's consistency of collaboration that makes Once Upon A Time... such an engaging experience. Despite its thematic lightness and simplicity as a historically revisionist film, not unlike some of Tarantino's others, there's so much variation and detail to scrutinize. Maybe my favorite is the knife Cliff finds in his (err, rather, Rick's) driver side tire that winds up in his side in the final scene.

The Bruce Lee fight is certainly one of the lesser here, which I'll blame less on the events that transpire and more on his half-cooked monologue and Zoë Bell's horrendous performance as Janet, but there are so many others that are delightfully absurdist, bolstered by convincing performances all-around. It's in the flipped dynamic between Trudi and Rick, playfully menacing bit between "Squeaky" and Cliff, and even the high-strung pettiness of the Manson family. Furthermore, I really like the idea of keeping Charles Manson on the extreme periphery, as Tarantino's foregrounding of his acolytes ultimately proved far more interesting.