Once Upon Forever Changing Times in Hollywood

Joseph P. O’Brien



July 29, 2044

It must be nearly 50 years since I got my mind bent at the movies like that.

I just saw Once Upon a Time in Tennessee, the latest addition to the Quentin Tarantino Cinematic Universe. My expectations were modest, as they’ve been for all these films ever since Tarantino officially retired and sold his intellectual property to Sony. I’m always curious to see other filmmakers explore his world, employ his characters, and actualize his numerous unfinished ideas. But I’m also keen to remind myself that overabundant film franchises are bound to be inconsistent. (See also Marvel, DC, Star Wars, and Harry Potter, as the 2010s grinded along). As a result, I’ve been pleasantly surprised by stuff like The Vega Brothers and Killer Crow and Queen Medieval, and only mildly disappointed by stuff like Fox Force Five and The Adventures of Hangman Ruth and Jules Winnfield Walks the Earth.

At the moment, I can’t really say in fairness what I think of Once Upon a Time in Tennessee, because somewhere during the second act I drifted into a pretty deep think-hole. Not that I was bored by the film. Before I zoned out, it seemed like one of the more thought-provoking films of the post-Tarantino Tarantinoverse so far. The film just happened to be so thought-provoking that it provoked me into a train of thought I couldn’t escape for a while.

Directed by Jangela Marquis, Once Upon a Time in Tennessee begins in 1994, in the timeline of Once Upon a Time in Hollywood (Tarantino’s second-to-last film, released 25 years ago this week). Thirty-two year-old Quentin Tarantino, played by Nestor Velarde, is facing an existential crisis after his highly-anticipated sophomore film Pulp Fiction gets booed mercilessly at the Cannes Film Festival, and subsequently bombs in the U.S. Bewildered and depressed, Quentin flees the harsh spotlight of failure in Hollywood, seeking solace in his birthplace of Knoxville, Tennessee. There, he and buddy Robert Rodriguez (played by Dante Villalobos) become ensnared in a web of crime that ultimately leads to a showdown with one Charles Manson (who’s not imprisoned in this timeline, having fled Los Angeles 25 years earlier after three of his minions were killed on their way to slaughter the occupants of Sharon Tate’s house.)

From what I saw, Tennessee never tries to explain how or why the timeline of Hollywood might create a world where Pulp Fiction flops instead of becoming one of the most iconic and influential films ever. I like that choice; it offers a chunkily ironic bone to hang the story on, while leaving viewers to ponder for themselves to what degree the Hollywood Babylon sensationalism of the Manson Family case whetted our appetites for Tarantino’s brand of hipster-glam multiplex violence a generation later.

It’s when I started pondering this question myself that I got lost in thought. And eventually I got to thinking: If Pulp Fiction flopped instead of smashed, how else would things be different?

Certainly, late-‘90s Hollywood wouldn’t reek of slick profanity, sucker-punch violence, snaky chronology, and/or culture-savvy anti-heroes. Maybe John Travolta’s star power never recovers, and surf rock never enjoys a brief renaissance.

Does Forrest Gump still win 1994’s Best Picture Oscar if Pulp Fiction isn’t also nominated? Or, if the more traditional Academy members don’t feel compelled to unite behind the wholesomeness of Forrest Gump against the vulgarity of Pulp Fiction, and if the more rebellious Academy members don’t have Pulp Fiction to vote for, does the award go instead to a less polarizing movie like The Shawshank Redemption?

Without the Pulp-ification of Hollywood, does Scream still get made, and change the course of American horror movies into the new millennium? What about There’s Something About Mary vis-a-vis rom-coms? Or The Sopranos and prestige television?

I kept thinking of more fun film-nerd conversations I could conjure with this premise — like, does Pulp Fiction’s failure help or hurt the Coen Brothers’ careers? But soon a much heftier question fell upon me, a question I could not distract myself from with far more trivial what-ifs.

I had to wonder: How would my actual life be different if Pulp Fiction totally sucked?

As I thought about it, I realized that my life might in fact be very, very different. So different that the thought of such a life troubles me greatly.


Sunday night of Pulp Fiction’s opening weekend. I’m 13 years old. I sit in awe for 150 minutes while Quentin Tarantino plays me and everyone else in our packed suburban theatre like a maestro conducting an orchestra with a 9 millimeter as his baton.

We laugh in nervous horror as Samuel L. Jackson taunts and terrifies his victims with biblical fury. We hold our breaths in anxious silence as John Travolta holds an adrenaline-filled syringe over Uma Thurman’s heart, and we scream-gasp as he stabs her back to life. A wave of ohhhh, shit! rises through us as Bruce Willis selects which weapon to wield — baseball bat? Chainsaw?? Samurai sword, motherfucker!! — against those pawn shop rapists.

It wasn’t merely the most exhilarating and intoxicating moviegoing experience I’ve ever had. It totally rewired the way I thought about storytelling, and legit rerouted my life’s path. I’d always been into writing and drama, and enjoyed making occasional camcorder movies for school projects. But after seeing Pulp Fiction I decided I needed to captivate audiences the way Tarantino captivated my fellow moviegoers and I that night.

Nine years later, I graduated from film school. By then, a combination of depression and failure convinced me I didn’t have the makings of a film director. Over the next couple decades I drifted from the music business to publishing to off-Broadway theater, struggling to make a successful career for myself.

As Once Upon a Time in Tennessee reeled on, I wondered how much better off I’d have been if Pulp Fiction wasn’t so awesome and I didn’t go to fucking film school.


In early 2019, I wrote a thing about Spike Jonze's music video for Weezer's "Buddy Holly." There I exploited and examined my nostalgia for a video from 1994 which tapped into nostalgia for the 1970s sitcom Happy Days, which itself tapped into nostalgia for suburban American culture of the 1950s. I described this phenomenon as "Matryoshka Nostalgia," or "Russian Doll Nostalgia." (Not to be confused with the nostalgia I may have summoned while watching and writing about the Netflix series Russian Doll in a thing I wrote a few months later. More on that in a bit.)

I thought a lot about Russian Doll Nostalgia again in the summer of 2019 after watching Once Upon a Time in Hollywood. Indeed, Tarantino built much of his career in the sandbox of nostalgia. Films from the first half of his career (Reservoir Dogs, Pulp Fiction, Jackie Brown, Kill Bill, and Death Proof) post-modernized the gangster, blaxploitation, kung fu, and grindhouse cinema he absorbed in his 1970s adolescence.

Then in his second act (Inglourious Basterds, Django Unchained, The Hateful Eight), he began pointing his nostalgia-tinted lenses at pivotal periods of American history (World War II, Antebellum South, Reconstruction). But beyond depicting our nation's history in his signature aesthetic, his narratives revised it and resolved its iniquities in ways that might prove more cathartic for 21st Century audiences: Jews assassinating Hitler, slaves blowing up plantations, racist white men and vengeful black men putting aside their differences to fight common enemies. Brandishing cinema’s power to shape perception and reality, Tarantino subverted the medium’s past as propaganda using Westerns and war films — the same genres America used to mythologize itself, whitewash our history, and inflate our national sense of superiority for much of the twentieth century.

Here Tarantino deviated from the Russian Doll Nostalgia of Weezer and Spike Jonze, which simply perpetuated a feedback loop of artists paying homage to art from their youth, which paid homage to art from those artists' youth, etc. He also deviated from the expected pattern of alternative history fiction, which tends to imagine darker, more dystopian timelines. Particularly in fiction that imagines alternative U.S. history, events often turn against our country's best interests: the Confederacy wins the Civil War, the Axis wins WWII, Superman fights for Soviet Russia. By brazenly altering our historical timeline for the better, Tarantino manufactures nostalgia for times that are not simply idealized but outright factually incorrect.

I’ll label this kind of Russian Doll Nostalgia as "Uchronic Nostalgia." Just as "Utopia" signifies an ideal place that does not exist, "Uchronia" is a more idealized time that does not exist. The word is attributed to an 1876 novel by French philosopher Charles Renouvier with a title that translates to Uchronia (Utopia in History): An Apocryphal Sketch of the Development of European Civilization Not as It Was But as It Might Have Been. The book imagines that philosopher Avidius Cassius succeeds Marcus Aurelius as Roman Emperor, instead of Marcus' son Commodus (a.k.a. the jerk played by Joaquin Phoenix in Gladiator). Where Commodus' reign effectively begins the decline of the Roman Empire, Renouvier posits that Avidius' reign leads to artistic and scientific breakthroughs, and a more limited spread of Christianity throughout the world.

One of the more well-known examples of Uchronia is "Merrie Olde England" — that idyllic and occasionally magical realm of Once-Upon-a-Time in Britannia between the Middle Ages and the Industrial Revolution that provides the setting for stories like Robin Hood and Lord of the Rings. In the second act of his career, Tarantino started building his own uchronic realm of analog Americana, which I’m tempted to call something like "Good Ol' 'Merica," in the spirit of Merrie Olde England. But that sounds better fit for a more conservative, Clint Eastwood-esque filmography. I figure that the Tarantinoverse-- romanticized and bending toward justice while maintaining its violent, vulgar irreverence — might more aptly be described as "Ameri-Fucking-Cana."

Flash to the uchronic 1969 Los Angeles of Tarantino’s ninth film, Once Upon a Time in Hollywood: Young hippies and new wave cineastes are starting to eclipse the World War II generation. Meanwhile, all of Tinseltown is threatened by the approaching darkness of bad acid trips and murderous cults. Only this time there’s a happy ending, because the Manson family's plans to butcher Sharon Tate and company are thwarted by a couple of middle-aged Hollywood wash-ups armed with dog food cans and flame throwers.

It's Tarantino's most nostalgic film by far, presumably because it’s set in a time and place where he actually lived as a child. But it also works to invoke nostalgia for his own oeuvre, seamlessly weaving the L.A. underbelly hangouts of his early work with his latter-day spaghetti-flavored alt-histories. The whole thing’s so uber-Tarantino that at the time Hollywood came out, it almost felt like the director’s bittersweet farewell.

In hindsight, though, Hollywood was simply setting the table for Tarantino’s final directorial performance: Splinter Cycle, the recursive, time-fracturing sci-fi epic about a motley crew of cool-nicknamed badasses who specialize in chrononautic espionage, travelling back and forth in time on missions to change history, and hopefully the future, for the better. Of course, they must be careful not to change history too much, because, well, you know how these stories work.

Also, it turns out that Splinter Cycle agents helped manipulate events in previous Tarantino films, and as the story ends, it’s implied that they'll continue their work indefinitely across the multiverse. Parts of the script were originally conceived as a possible collaboration with J.J. Abrams for an installment in Abrams' Star Trek reboot, but ultimately Tarantino thought it best to keep this project completely in his own world.

And so for his brilliantly meta mic-dropping swan song, he plot-twisted his entire canon while exploding the possibilities for his eventual successors in Sony-sponsored Uchronic Ameri-Fucking-Cana.

I’ll get back to this Uchronic Nostalgic Ameri-Fucking-Cana, and Tarantino’s war against the tyranny of history, and how it all relates to my experience half-watching Once Upon a Time in Tennessee... but first I have to write a little about an album called Forever Changes, and the many games it has played with my mind.


There’s no music from Love’s 1967 album Forever Changes among the dozens of songs on the soundtrack to Once Upon a Time in Hollywood. But it feels like all the music from Forever Changes should be on that soundtrack. Hollywood is about the danger lurking in the flower-power gardens of hippie-era California, and I can’t think of an album which invokes that vibe better than Forever Changes. Or as Andrew Hultkrans wrote in his book about the album: “For [Love’s frontman Arthur Lee], the glittering surface of the Age of Aquarius obscured an undertow of impending doom.”

I don’t know if Tarantino ever considered using music from Forever Changes in Hollywood, but if he did, I get why he decided against it. As it exists, the film’s soundtrack is mostly sunny good-time tunes, cocooning its characters from the subtle dread that the audience senses rising in the atmosphere. It’s not until the ominous evening of the final act that we really start to hear the darkness, in songs like Jose Feliciano’s extra-ghostly cover of “California Dreaming,” and Vanilla Fudge’s trippy take on “You Keep Me Hangin’ On.” If Tarantino had used more music that underscored the film’s encroaching gloom, like the songs on Forever Changes, it might’ve been overkill.

Still, after first seeing Hollywood in the summer of 2019, in my mind I married it to Forever Changes. To me, they’re as perfectly compatible as Pumpkin and Honey Bunny. That summer I thought a lot about the film, and I often listened to its soundtrack while I thought about it. That summer I also, for approximately the 300th through 315th time in my life, listened to Forever Changes (often while thinking about Hollywood). Sometimes I thought about Hollywood while listening to playlists of tracks from both albums shuffled together.

On top of being an extraordinary album that I never get tired of hearing, Forever Changes occupies a prominent place in my brain for all the mind-bending experiences it’s given me. Like the time in 2005 when I started listening to the album while drawing a hot bath for myself. As the tub fills, I leave the bathroom to pour myself a drink, and on my way back to the bathroom I hear Arthur Lee sing the chilling lines: “...the water’s turned to blood / and if you don’t think so, go turn on your tub / and if it’s mixed with mud / you’ll see it turn to gray.”

As I re-enter the bathroom, I see that my tub is, before my still-sober eyes, filling with an eerie reddish-brownish-gray water. Granted, the water definitely contained neither blood nor mud, and was most likely tinted by rusty pipe residue. Nevertheless, to this day I retain my hunch that whatever higher intelligences are messing with my reality must be Arthur Lee fans with wicked senses of humor.

I’ve got a long list of other weird Forever Changes moments like that. In the thing I wrote on Russian Doll, for instance, I refer to the way songs from the album sometimes trigger a kind of temporary amnesia in me. Then there are the times where the album, conversely, incepted itself into memories where it wasn’t before. To wit: in 2019, I wedded the album to Once Upon a Time in Hollywood so strongly that over the past 25 years I gradually came to believe that music from Forever Changes was indeed all over the film’s original soundtrack. Not until I rewatched Hollywood this past week, for the first time in I-forget-how-long, that I realized the fallacy of my memory.

I can’t continue to summarize all my weird Forever Changes moments here. I only have time and space left to describe the most recent one. And to do that, I’ll need to go back once again to me half-watching Once Upon a Time in Tennesee in 2044.      


To fixate on the myriad different ways you could’ve lived your life better is one of the cardinal sins of mental health. Maybe that’s why it’s so frequently hard for me to resist. As I sat in the theater, supposed to be watching the latest content from the Tarantinoverse, I must have imagined over 64 versions of myself in a world where Pulp Fiction was not good enough to alter the course of my young life.

And no matter who I was in that reverie of personal uchronic nostalgia, initially I was always better off, emotionally and financially. In one timeline, I majored in English at Boston University and became an award-winning copywriter. In another I studied journalism at Northwestern and enjoyed a successful career in the field, even having the foresight to pivot to podcasting as the newspaper industry fizzled.

In the first dozen or so timelines I imagined, I took it for granted that I’d still be married to the amazing woman who is my current real-life wife, who has mothered our wonderful daughter and many adorable dogs. That was until it hit me: I met my wife because we were students at the same college. If we went to different colleges, we’d probably never meet, and marry, and have our wonderful daughter and all our adorable dogs.

As this realization crept in, so did a terrible feeling of woeful anxiety. I could barely bring myself to imagine life without my wife, even if I tried to imagine replacing her with equally beautiful, brilliant, kind, and hilarious partners.  

Fortunately, before I could sink too far into that mental quicksand, I heard a familiar voice singing: “I don’t know if I’m living / or if I’m supposed to be.” Sure enough, it was the exquisitely existential voice of Arthur Lee on the Forever Changes track “The Red Telephone.” For a second I thought it was just in my head. Then I quickly realized it was coming from the soundtrack of Once Upon a Time in Tennessee, playing over a scene where young Quentin Tarantino drives around Knoxville wearing a blood-soaked suit.

Yup, Forever Changes snapped me out of my head, and turned my attention back toward the movie screen. I paid close attention during the film’s remaining 23 minutes, but as you might guess, I had a hard time following the rest of the plot.

I’m sorry I can’t offer a more thorough review of Tennessee here, but I absolutely want to watch it again, and I feel confident recommending it based on what I saw. Like I said, it’s thought-provoking — although I can’t promise it’ll provoke as many thoughts for you as it did for me.

Like many of Tarantino’s films, it reminded me that we have the power to free ourselves from the tyranny of history, that tyranny which makes it so difficult to unlearn our mistakes and imagine a better tomorrow.

For much of my life I couldn’t look very far into the future because I was terrified of it. Sometimes I still am, and the present is rarely any more comforting. But in the days since I watched Tennessee, I’ve never been more grateful that Pulp Fiction was so fucking awesome, and that it led me exactly where I needed to go.

Image credit: Maze illustration courtesy of Eric J. Eckert.

Other works by Joseph P. O’Brien: Buddy Holly | Groundhog Days and Russian Dolls

Joseph P. O’Brien founded FLAPPERHOUSE magazine, and served as managing editor during its five year-run. Joseph’s writing has appeared in Entropy, Queen Mob’s Teahouse, Yes Poetry, and matchbook, among other places. By day, Joseph works in a public library and runs a Musical Storytime program for children. Joseph writes most of their work in a room with a giant poster of Uma Thurman as Mia Wallace. | @josephpob



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