Quentin Tarantino is one of the most frustrating filmmakers working today, a brilliant author of dialogue with a unique eye for scene and setting, prone to bombast, pretension, and general excess that nearly always ends up detracting from even his best movies. Once Upon a Time in Hollywood (now on amazon & iTunes) is one of the best things he’s done, and it’s also way too long and frequently too clever by half, buoyed by a pair of tremendous lead performances and burdened by the lack of interesting women and a meandering plot.

Once is another alternate history, in a similar vein to Inglourious Basterds and even Django Unchained, although this time around Tarantino’s playing with facts is subtler until the film’s climax. He gives us two lead characters, TV actor Rick Dalton (Leonardo DiCaprio) and his stunt double/personal assistant Cliff Booth (Brad Pitt), and follows them from the end of Dalton’s star turn on a TV western Bounty Law through a dry spell that eventually leads him to work against type as the ‘heavy’ and to star in some spaghetti westerns, all in the late 1960s. Their paths intersect multiple times with Dalton’s neighbors, Sharon Tate (Margot Robbie) and Roman Polanski (Rafal Zawierucha, his first English-language film role), and with a group of hippies who just happen to be living on the Spahn Ranch under the spell of a charismatic cult leader named Charles Manson (Damon Herriman, reprising his role from Mindhunter and a damn good likeness). Cliff picks up a flirtatious hitchhiker (Margaret Qualley) who brings him back to the ranch, which helps set the plot on its alternate path away from actual events and gives us the most Tarantino-esque part of the film, the over-the-top violence in the big finish.

This movie is quite good, almost great, but it’s way too long. All three of Tarantino’s feature films since the death of his longtime editor Sally Menke have run 160+ minutes; Menke edited all of his films before she died, and none ran that long unless you want to consider Kill Bill as a single film. There is so much fat to trim from this film that you could easily have brought it home in close to two hours; the entire tangent showing Rick working in Italy is wasted time, and many scenes, including most of the driving scenes in L.A. and Rick’s tantrum in his trailer after he flubs his lines on set, could have been cut by half without losing anything of merit.

That criticism shouldn’t take away from how strongly Tarantino establishes this setting from the start of the film. It looks incredible in every aspect – clothes, hair, cars, background – and sounds just as good. If Tarantino was trying to capture a specific moment in time at a specific place, he nailed it, both in terms of this golden age of Hollywood and the post-Summer of Love counterculture movement that helped give rise to the Manson cult. Some exposition early in the movie – the scene at the playboy mansion, which gives us a great cameo from Damian Lewis as Steve McQueen – does help establish the setting, and to try to put the audience under the spell of the film, which might have held all the way to the climax had Tarantino not gone off on multiple needless digressions like Rick’s brief career in spaghetti westerns.

Once Upon a Time in Hollywood is also full of Tarantino signatures, which is mostly a positive thing. There’s tons of quick, snappy dialogue, especially in the many movie/TV show scenes within this movie, including DiCaprio’s Oscar-reel moment where he’s playing the villain in a western and gets to chew the scenery with the help of a precocious actress playing the little girl his character has kidnapped. There are cameos galore, including Lewis, Bruce Dern, and Lena Dunham (who … doesn’t really work here), as well as the stunt-casting of children of famous actors as many of the Manson followers (Qualley is Andie MacDowell’s daughter; we spotted the children of Ethan Hawke/Uma Thurman and Demi Moore/Bruce Willis, while director Kevin Smith’s daughter is here too). The movie is full of references and callbacks to other Tarantino films, a few of which I caught, including the dead-obvious riff on Inglourious Basterds. And it wouldn’t be a Tarantino film with lots of vaguely creepy closeups of women’s feet, especially the bizarre shot of Margot Robbie’s as Tate is watching herself in a movie theater and enjoying the positive reaction the audience has to her scenes, which is kind of ruined by the way her feet, propped on the seat in front of her, ruin the perspective of the shot and make her head (covered with comically large eyeglasses) seem so small in comparison.

Between the sheer ambition of the movie, Tarantino’s reputation, and the fact that it’s a movie about movies, this feels like a lock for a Best Picture nomination. I’m assuming Pitt will submit for Best Supporting Actor, and will absolutely get a nomination, while DiCaprio seems likely to get one for Best Actor. The most prominent actress in the film is Robbie, whose lack of dialogue has received much coverage already (with merit), and while I think she does the most she can to use body language to infuse Tate’s character with that of the promising ingenue, about to embark on a career of stardom, there just isn’t enough for her to do on screen. Qualley might have more dialogue, and if there was any doubt after The Leftovers that she could be a star, this ought to end it, but she’s also a side character and only in the movie for maybe 20 minutes. Beyond that, I could see Best Director, Best Original Screenplay, and definitely Best Cinematography for the unusual shifts in perspective that Tarantino employs to change your sense of scale, including the wide shots of the Spahn Ranch and the party at the Playboy Mansion (where Dreama Walker plays Connie Stevens in a wig that perfectly mimics Stevens’ look in 1969), and one for Best Makeup and Hairstyling too. For what it’s worth, though, I wouldn’t vote for this over Parasite for the top honor.