37 "Once Upon A Time... In Hollywood" Differences Between The Book And Movie

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Quentin Tarantino has taken his first step into the literary world with an adaptation of his own movie Once Upon a Time... in Hollywood.

The book cover featuring stills of Margot Robbie, Brad Pitt, and Leonardo DiCaprio

This novelization is in the tradition of the paperback movie tie-ins that Tarantino grew up with. Some of these books were very true to the source material but many of them took major liberties, in some cases rewriting characters and plotlines completely.

Harper Perrenial

Here Tarantino does both, allowing himself to simultaneously honor and reinvent his own work. Let’s take a look at all the differences, as well as some fun Easter eggs along the way.

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Obviously, major spoilers ahead!

1.Bounty Law is referenced but never “shown.”

Leonardo DiCaprio as Jake Cahill in "Bounty Law"

While the film kicks off with various scenes of Rick Dalton’s popular TV show Bounty Law, the book merely mentions it. It’s fun to relive the black-and-white episodes in the film but since those visuals are hard to pay off on the page, Rick’s history on the show is only talked about when referencing his resume. Much of which is discussed in the new opening scene...

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2.Rick and Marvin Schwarz don’t meet at Musso & Frank’s.

Marvin Schwarz (Al Pacino) and Rick Dalton (Leonardo DiCaprio) share a drink at the Musso & Frank Grill

The movie has the actor meeting his would-be agent at the oldest Hollywood restaurant, the Musso & Frank Grill, but the book has them confer instead at Schwarz’s office. The meeting, though fun and lighthearted in the movie, seems much more formal set in the William Morris Agency building for the novel. Dalton’s career is discussed in much detail here, even more so than the interview and clips that are presented in the film's prologue. It is a dense way to start the book; big dumps of information make you wonder if you are reading a novel or a Wikipedia page, but it is all interesting nonetheless. Though I miss the idea of meeting at Musso & Frank’s, this new office meeting feels like a more realistic choice.

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3.Cliff Booth is a major cinephile.

Cliff Booth (Brad Pitt) drives though Hollywood

He loves going to the movies, especially foreign films, which are way more interesting than the American movies that he takes part in making on set. Cliff tries to go to the cinema every Sunday to get a dose of some culture. Tarantino goes into detail about the movies and filmmakers he likes and dislikes, even going so far as to list Cliff’s Top 5 Akira Kurosawa Films… which I would bet is not far off from Tarantino’s own personal list.

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4.And we learn a lot more about Cliff's time in WWII.

Brad Pitt as Aldo Raine in Inglourious Basterds (2009)

In the film, Cliff has a mysterious past but the book sheds much light on who he is and where he’s been. He saw much violence in the Second World War, seeing dead soldiers stuck on spikes, having to kill no less than 16 Japanese men with a knife, and even being captured as a POW. Sounds like another of Tarantino's Brad Pitt characters...

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5.It's revealed that Cliff has TWO Medals of Valor.

Cliff Booth smokes on the rooftop

When Cliff was discharged, he walked away with not one but two Medals or Valor. Not only that, but the story of his escape from a prison camp was adapted into a feature film called Battle of the Coral Sea, though Cliff was unimpressed by how the facts got muddled into a Hollywood nonsense action film.

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6.And we also learn that Cliff did in fact kill his wife.

Cliff points a shark gun at his wife

Though the rumor around Hollywood is that Cliff Booth murdered his wife, the film keeps this truth vague; was it an accident or was it in cold blood? The book makes no bones about it: Cliff killed his wife. Though it turns out he actually regretted blasting her with a shark gun. He cradled his wife's mangled torso so she wouldn’t separate into two pieces, waiting for the rescue team to arrive. Cliff’s reputation as a war hero really helped smooth things out with the cops…multiple times, actually. More on this later.

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7.Brandy the dog gets an elaborate backstory.

Brandy the Pitbull waits for her dinner

The loveable but tough pitbull was a scene-stealer in the film, even with little backstory or information about how Cliff acquired the bitch. The novel tells the story of Buster Cooley, a stuntman friend of Cliff’s who owed him money. Instead of cash, Cliff was offered a half-stake in Brandy, an undefeated fighting dog. The men tour around SoCal to various underground dogfights where Brandy is always victorious, earning them thousands of dollars. When Brandy is about to age out of the biz, Buster suggests to Cliff that they enter their dog in one last fight and bet against her, knowing that Brandy will not survive. Being the softhearted person that he is, Cliff only sees one way to handle this situation; that brings us to...

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8.Cliff actually got away with murder TWICE.

Cliff Booth prepares Brandy's dinner

Cliff did not utter a word to his friend Buster about the idea of sacrificing Brandy. He simply attacked him. After a few minutes' tussle in Booth’s trailer, he broke Buster’s neck, killing him. Later that night, he packed the body in his friend’s car, drove it down to Compton, and dumped it. Cliff was never questioned by police and no one ever spoke of the missing Buster Cooley again.

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9.Charlie Manson inspires Pussycat to go on something he called a "kreepy krawl."

Pussycat gives the peace sign

Manson and his followers get to shine in this new addition to the story. In one of the best written chapters of the book, young Pussycat (played in the film by Margaret Qualley) takes her first solo “kreepy krawl” — stealthily breaking into an old couple’s house, roaming around naked to feel the electric power of the situation. As she prowls through the house, Manson’s voice pops in her head, helping her through her fear and allowing her to complete her mission. When she reaches the bedroom, she jumps on the bed, purposefully stirring the old folks awake in terror and then leaving the scene.

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10.There's a whole chapter about Sharon Tate hitchhiking to Hollywood.

Sharon Tate driving

Four years before the main story takes place, a barefoot blonde hitchhikes from Dallas, Texas, to the West Coast. Luckily, for Sharon Tate, she ends up with a nice, old fella on her journey to Hollywood. Dramatically, not much happens on the road but it allows us to enjoy the pure-at-heart nature of this future star. She is young and beautiful and dreaming of the time when she can star alongside Tony Curtis…which she soon will.

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11.The Playboy Mansion party is omitted.

Sharon Tate dances at the Playboy Mansion party

One of the most swinging '60s moments of the film, a party at the Playboy Mansion — including cameos by Connie Stevens, Mama Cass, and Steve McQueen — is totally omitted from the book. Although the lavish party attended by Sharon Tate and Roman Polanski is mentioned briefly, no big blowout descriptions of the mansion or Playboy Bunnies are to be found in the novel.

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12.The flamethrower finale makes a surprisingly early appearance.

Rick Dalton with the flamethrower

Although the movie climaxes with Rick and Cliff battling Manson’s cronies with implements including a flamethrower, this event is mentioned a quarter of the way into the book. Instead of building up to this surprising turn of events in the last few chapters, Tarantino casually mentions this story, an apparent footnote in Rick Dalton’s life, mid-chapter on page 110. Reading this so early in the novel was almost as surprising as watching the scene play out for the first time onscreen. Spilling the beans this early could mean only one thing; QT has something else up his sleeve for the end of the book...

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13.Rick Dalton is undiagnosed bipolar.

Sony Pictures Releasing / Via giphy.com

Rick’s mood swings in the film — including the infamous self-deprecating tantrum in his trailer — can be downright hilarious. But in the context of the book, they tend to feel a little more sad since Rick is in the grips of alcoholism and depression. He sees his drinking as a weakness but he continues to use it as self-medication, not realizing he has a condition. The depression leads to more drinking, which leads to him feeling weak and depressed again; a vicious cycle.

14.Squeaky and George Spahn have a real relationship.

Squeaky is grumpy

Although Squeaky (Dakota Fanning) is a menacing presence in the film, the book makes her out to be a regular housewife. In the movie, when she says George Spahn (Bruce Dern) is sleeping off a good fuck, it is hard to tell if she is telling the truth or just playing with Cliff to get him to leave the ranch. But the book details how much the Manson follower actually has grown to love the old man that she bathes and cooks for and masturbates. These characters don’t seem to mean much in the grand scheme of the movie but in the context of the book, they appear to mean a lot to Tarantino.

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15.We learn more about Charles Manson's real-life wannabe rock star phase.

Charles Manson waves goodbye

Manson’s appearance in the film is ominous and brief, though his presence is felt every time his followers are onscreen. The novel gives us a lot more backstory about his place in the entertainment biz. Through his friendship with Beach Boys drummer Dennis Wilson, Charlie Manson was able to mingle with musical elite like The Monkees’ Mike Nesmith and even jam with the great Neil Young. Most of Manson’s extended scenes in the book are focused on his obsession with getting his music into the right industry hands…but his dream of becoming the next Bob Dylan never came to fruition.

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16.Cliff wanted to KILL Bruce Lee.

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Even before “the Bruce Lee Incident,” Cliff was never impressed by the martial arts legend, comparing his fighting style to the dancing of Russ Tamblyn in West Side Story. He thought Lee was a blowhard who would never be able to survive hand-to-hand combat, especially with a war vet like Booth. So when Lee suggested they have a friendly contest of “two out of three falls,” Cliff was all but happy to knock him on his ass. But the more the competition escalated, Bruce could see he was in real trouble. “He could see Cliff wasn’t fighting Bruce Lee. Cliff was fighting his instinct to kill Bruce Lee.” If the fight had not been broken up, who knows what would have happened to Kato.

17.Cliff pays a visit to Tarantino’s real-life theater.

New Beverly Cinema marquee

Being a movie buff, Cliff frequents many theaters in Los Angeles, including the Eros Cinema on Beverly Boulevard. In 1969, the venue was one of the “erotic cinemas of Hollywood,” not showing XXX films but “sexy movies” nonetheless. In 1978, this location would change its image and its name to the New Beverly Cinema. In real life, after waning business, the theater was saved from extinction and purchased by Quentin Tarantino in 2007. A decade later, his film Once Upon a Time... in Hollywood would stay in heavy rotation at the movie house.

Charley Gallay / Getty Images

18.Rick and Cliff’s FBI screening party is omitted.

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Arguably one of the funniest moments in the film is when Rick and Cliff sit down to watch Dalton’s guest spot as a killer on ABC’s show The FBI. The friends crack a beer and comment on the behind-the-scenes details of the episode as only Hollywood veterans could. Shit-talking the co-stars, marveling at the action, and laughing at the melodrama. Sad that this was omitted but I guess a scene like this just doesn’t translate well to the page without the subtle asides by DiCaprio and Pitt. Just think. If this scene were to have been omitted from the film too, the world would not have the infamous “Pointing Rick Dalton" meme...and we all know how much better that has made the internet.

19.Rick’s Great Escape story is greatly inflated.

Rick Dalton replaces Steve McQueen in "The Great Escape"

It is mentioned in the film that Rick was in the running for the Steve McQueen part in the classic film The Great Escape. There is even a fun recreation of what the movie might have looked like with Leo’s Dalton in the prison yard. But other than a fun anecdote, that’s about as far as the film takes it. In the novel, the story comes up multiple times, constantly plaguing Rick. To him, it is not a funny anecdote but a constant reminder of how he lost out on something great and it makes him angry/depressed every time. This finally comes to a head near the end of the novel when he has a blowout with his co-star James Stacy (Timothy Olyphant). Speaking of James Stacy...

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20.There's a serious Lancer deep dive.

Timothy Olyphant as James Stacy playing Johnny Madrid

If you left the theater thinking, “I wish I knew more about the TV show Lancer,” then boy is this novel for you! Tarantino spills his vast knowledge of TV history onto the page in the chapter titled “James Stacy.” Here you will find so much information about the rugged actor’s rise to fame and subsequent starring role in the new series Lancer that you may think you have stumbled on the IMDb.com page. For better or worse, this is Tarantino’s heart on the page — a love letter to the corners of pop culture forgotten by most.

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21.Cliff considered being a pimp.

Pussycat takes Cliff by the hand

After his tour of duty, Booth was unsure what to do next with his life. Spending time in Paris, he met a man considered a “gentleman of leisure,” more commonly referred to as a “pimp.” Cliff was intrigued by the notion and wanted to know how a job like that might work for him. When his mentor laid out the details about having to manipulate and “constantly please your women” to make sure they did not run out on you, Cliff decided he did not want to work that hard and went back to the United States. That is when...

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22.Cliff got away with murder…for a THIRD time.

Cliff looks concerned

In classic Tarantino fashion, the story is told nonlinearly, bouncing between past, present, and future. So by the time we get to read about Cliff’s third murder, we realize it's actually his first (since the war, at least). When he returns to the US after being discharged, he meets up with an old flame in a Cleveland, Ohio pizzeria. Turns out she is one of the mistresses of a mafioso and he has sent two goons to “persuade” Cliff to walk away from the peroxide blonde. After being threatened, he warns the thugs that he is such a respected war hero that he could probably shoot them both in public and get away with it. And straight out of the Tarantino playbook, Cliff shoots them both in the head in the middle of the crowded restaurant. When he tells the cops he felt threatened and didn’t know what to do but defend himself, they sympathized with the vet and that was that.

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23.Pussycat gets even more ~friendly~ with Cliff.

Pussycat flirts with Cliff in his car

When Cliff finally gives young Pussycat a ride in the film, their flirtation culminates with her offering him a blowjob. The novel, however, gets a bit more racy. The underaged Manson follower strips off her cutoffs and panties, and pleasures herself for Cliff’s enjoyment in the moving car. When she tells Cliff to help "her out," he shuts her down by asking how old she is. As in the movie, this upsets the girl and she puts her clothes back on for the rest of the ride.

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24.The Manson Family Spahn Ranch confrontation is omitted.

Cliff punches Clem in from of the Manson Family

Cliff’s presence at the Spahn Movie Ranch is met by tension and hostility from the moment he arrives. His car tire is slashed and he has a confrontation with basically everyone there and ends up beating the hell out of one of Manon’s followers, Clem. None of this is in the book. Tarantino appears to want to spend more time on character and conversation and less on plot and action. The only part of the scene that remains is when Cliff goes into the small house to check on its owner...

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25.The George Spahn Scene is told from Squeaky’s POV.

Squeaky sits in her recliner

In the film, when Cliff enters Spahn Ranch, it is all shown from Cliff’s perspective. The audience is in his shoes the entire time, feeling the tension and questioning what might happen next. In the novel, the only part of the Spahn Ranch scene that remains is told from Squeaky’s POV. Even when Cliff finally enters George’s bedroom to see if he is OK, all of their dialogue is heard from the other room by Squeaky. An interesting take on the scene that removes the tension that was felt in the film and replaces it with the power of the "lady of the house."

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26.We learn how Pussycat met Charlie.

Pussycat thumbs for a ride

Although Pussycat’s involvement in the OUATIH novel does not seem to amount to much plot-wise, she sure does have an interesting backstory. When Cliff asks her how she met Manson, she explains that her father picked up Charlie hitchhiking and invited him to their house for dinner; then, Manson and Pussycat snuck out to have sex and stole the family car. Manson has such a way with manipulating people that when his daughter finally returned, the dad was not angry with Charlie. Instead, he dropped acid with him and asked if he himself could join the Manson “Family." Even Manson thought that was too weird and declined.

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27.Cliff inadvertently gets real-life actor Aldo Ray in trouble.

Aldo Ray drinks a bottle of booze

Former 1950s star Aldo Ray had trouble later in his career battling alcoholism and the bad reputation that came with it. It was well known throughout Hollywood that if you ever worked with Ray, under no circumstances give him a bottle. But when Cliff Booth met the aging star while working with Dalton on a movie in Spain, the stunt man felt sorry for the alcoholic and gave him a bottle of gin. Because of that, Ray was unable to act on set the next day, the shoot was delayed, and the actor sent home. Nice job, Cliff.

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28.Little Trudi Fraser gets more time to shine.

Rick Dalton and Trudy Fraser look concerned

The young actress Julia Butters stole the show onscreen and her character Trudi Fraser (playing Mirabella in Lancer) gets an extra chance to shine in the book. In addition to the scene where Rick and Trudy first meet and talk about their acting craft, Trudy also takes a moment between scenes to do some character exploration with Dalton. She is wise beyond her years, which is both enchanting and off-putting to both Rich and the reader. She even suggests that she will win an Academy Award one day.

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29.Quentin Tarantino references a fictionalized version of himself.

NBC / Via giphy.com

When Trudi Fraser suggests that she will win an Oscar later in her career, Tarantino takes this moment to educate the reader on her fictional future. He tells how Trudy Fraser would go on to be nominated for such films as Robert Redford’s Ordinary People, Norman Jewison’s Agnes of God, as well as the fictional remake of the gangster film Lady in Red directed by none other than Quentin Tarantino himself in 1999. But he goes on to say that, unfortunately, Trudy lost out to Hilary Swank for her work in Boys Don’t Cry.

30.Rick and Cliff enter “the Drinker’s Hall Of Fame.”

Cliff and Rick settle in with a drink

After Rick’s big day of shooting on the Lancer pilot, star James Stacy invites Dalton and Booth for a drink. They drive to a place in San Gabriel called “the Drinker’s Hall Of Fame,” an actual bar that existed back in 1969. The bar showcased posters and photos of "famous Hollywood drunks" like W.C. Fields, Humphrey Bogart, and Buster Keaton. While at this bar, our characters meet someone real from Tarantino’s past...

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31.Tarantino’s stepfather is in the book.

Cliff and Rick drink cocktails

At the bar, Rick, Cliff, and James spend a lot of time telling stories and reminiscing with the bartender as well as the piano player Curt Zastoupil — Quentin Tarantino’s real-life stepfather. After getting to know our characters, Zastoupil asks Rick Dalton for an autograph. That is when...

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32.Quentin Tarantino references himself…again.

NBC / Via giphy.com

Curt the pianist explains that his son is a big fan of Dalton’s role in The Fourteen Fists of McCluskey. Rick is more than obliged to sign a cocktail napkin to Curt’s son, addressing the signature to “Private Quentin.”

33.Marvin Schwarz has another pivotal scene.

Marvin Schwarz talks on the phone

By midway through the film, Rick’s new agent all but disappears; in the novel, he gets one final scene. When Dalton calls to decline the offer to go to Spain and reinvent his career as a Spaghetti Western star, Schwarz in no uncertain terms tells him that he would be a fool not to swallow his pride, lose the pompadour, and embrace this new chapter in his career. If it weren’t for this critical scene, it’s possible Rick Dalton’s star never would have shined into the 1970s.

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34.The finale of the book is very different.

Tex and Cliff have a showdown

While the movie does a fun job of parallel editing to make Sharon Tate and Rick Dalton’s storylines finally converge, none of that happens in the book. No famous final meal at El Coyote and Casa Vega, respectively. No acid-dipped cigarettes, no Manson family scheme leading up to the final conflict on Cielo Drive. In fact...

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35.Sharon Tate’s would-be murder is not mentioned.

Sharon Tate looks happy

One of the film's major plot points involves Rick and Cliff thwarting the Manson family and inadvertently saving Sharon Tate from her infamous death, but the book does not mention it at all. Sharon Tate exists in the novel as a character exploration and not as an element of a twist ending. Although the fact that she is “saved” in the film is very fulfilling and cathartic for the audience, Tarantino seems less interested in that in the book. He seems content to let the characters exist on their own without much plot climax.

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36.Instead, Rick and Steve McQueen share a moment.

Steve McQueen smokes

As the book winds down, instead of Rick walking out into the street and being invited into Sharon Tate’s house, he instead meets up with another Hollywood icon. After being tormented by the loss of the role of a lifetime to Steve McQueen, the two finally come face to face. McQueen is on his way to Tate’s house for an impromptu pool party when Dalton notices the actor driving his way. The two share some old stories and a mutual admiration from each other that seems to allow Rick some solace in having been passed over. McQueen is not the unapproachable giant that some would expect; he is pretty down-to-earth. After a novel filled with Rick’s growing animosity toward McQueen, he finally gets to put this anger to rest and move on with his life.

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37.And finally, Quentin Tarantino’s favorite scene returns.

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With the explosive flamethrower-meets-hippie ending omitted from the novel, this allowed Tarantino the opportunity to add in one of the movie's biggest deleted scenes: Rick and young Trudy running lines for the next day's Lancer shoot. In fact, this final scene between Rick and Trudy was so powerful during shooting that DiCaprio and Tarantino were both in tears while filming. According to the director, the scene just didn’t fit in correctly with the final edit of the film, but the scene works wonderfully in the book and allows this very character-driven novel to end with two great actors sharing a powerful moment.

Obviously, Tarantino made some major modifications to the story. How do you feel about the changes Tarantino made in the book? Tell us in the comments below.

If you want to check it out for yourself, Once Upon a Time in Hollywood: A Novel is out now from Harper Perennial. Available for $7.48 from Amazon or Target, or for $9.19 from Bookshop.