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Once Upon a Time in Brooklyn (2013) movie poster

Plot Summary

Once Upon a Time in Brooklyn (2013) Plot Summary Explained

Release, runtime and language
2013 · 116 min · English
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Directed by
Paul Borghese

Following a period of imprisonment, a young man in Brooklyn spurns his family's offer of a fresh start in the construction business. Instead, he chooses to return to a life of crime on the tough streets, embracing his rebellious nature and risking everything he’s gained. The film explores themes of family, loyalty, and the allure of a life outside the law.

On this page (5)
  1. 1 Where to watch
  2. 2 What happens: full plot
  3. 3 Plot questions answered
  4. 4 Movie threads
  5. 5 Every angle
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Full plot summary · contains spoilers

What Happens in Once Upon a Time in Brooklyn: Full Plot Summary

The whole story of Once Upon a Time in Brooklyn (2013) explained, from the opening scene to the final frame: every key event, every twist and what it all adds up to. Read it as a quick recap before the sequel, to check a scene you missed, or to finally understand what really happened.

The film opens with a clip from an old Western TV series, “Bounty Law”. It features action star Rick Dalton (Leonardo DiCaprio) in the lead role as Jake Cahill, a renegade bounty hunter. Following the clip is an interview with Rick and his stuntman, Cliff Booth (Brad Pitt), both of whom describe Cliff’s role as essentially carrying Rick’s load.

Saturday, February 8th, 1969 – Rick and Cliff are in a restaurant where Rick is met by producer Marvin Schwarz (Al Pacino). He is a fan of Rick’s work, having seen a double feature presentation of his where he plays an action star, including one where he is a GI that incinerates nazis with a flamethrower (which he kept). Marvin also brings up a cheesy music video Rick was featured in. “Bounty Law” has since been canceled because of Rick’s ongoing alcoholism (which is also why Cliff is his driver), and now Rick has booked a gig as a villain on the series “Lancer.” Marvin thinks Rick ought to fly to Rome and shoot Spaghetti Westerns. Rick complains to Cliff about how this means that his career is going downhill, and he is now a has-been.

Cliff drives Rick home, where they learn that Rick’s new neighbors are director Roman Polanski (Rafal Zawierucha) and his wife, rising starlet Sharon Tate (Margot Robbie). Rick’s mood turns around since he thinks that a big time director like Polanski (hot off “Rosemary’s Baby”) can help reinvigorate his career. He goes to rehearse his lines for “Lancer” for the night. Cliff then drives home to his trailer where he lives alone with his dog Brandy.

Polanski brings Sharon to a party at the Playboy Mansion, where they meet with their friends Jay Sebring (Emile Hirsch), Steve McQueen (Damien Lewis), and Michelle Phillips (Rebecca Rittenhouse). Sharon goes to dance, while McQueen talks to Connie Stevens (Dreama Walker). He notes that Sharon is using Polanski to make Jay jealous, and Connie thinks that Sharon has a type – short men that “look like 12-year-old boys”.

Sunday, February 9th, 1969 – After Polanski leaves, Sharon hangs out with Jay at her house. Visiting them is Charles Manson (Damon Herriman), claiming that he is coming to see his friends, the previous owners of the house that Polanski and Sharon now live in. He apologizes for the error and leaves.

Cliff brings Rick to the set of “Lancer” for the day’s shoot. He goes back to Rick’s house after he asks Cliff to fix the antenna on his roof. He happens to spot Manson as he leaves, and he smiles and waves at Cliff. We then see a flashback to Rick talking to an old friend of his, Randy (Kurt Russell), into getting Cliff a gig. Randy shows reluctance, since it is rumored that Cliff murdered his wife Billie (Rebecca Gayheart) and got away with it. The alleged incident is shown on a boat where Billie was nagging Cliff endlessly, but it cuts away before we see if Cliff really did shoot Billie with the harpoon gun he was holding. Randy brings Cliff to the set, where he meets Bruce Lee (Mike Moh) talking about wanting to fight Muhammad Ali. When Lee catches Cliff laughing at what he’s saying, he challenges him to a fight to see who knocks who on the ground first. Lee gets Cliff down first, and he retaliates by grabbing Lee and slamming him into a car. The two then go hand-to-hand until Janet (Zoe Bell), Randy’s wife and fellow stunt coordinator comes in and is pissed to see Cliff and Lee fighting, and the huge dent that Cliff left in there, meaning he’s fired.

Sharon goes to the local movie theater and sees that a film she is featured in, “The Wrecking Crew”, is playing. She goes to the box office and asks for a ticket, but then asks if she gets any privilege for starring in the film. The manager comes out and recognizes Sharon from “Valley of the Dolls”, and he invites her in. Throughout the film, Sharon listens to the audience’s enthusiastic reactions to her performance, with laughter and cheering at the right moments.

Rick goes through his hair and make-up for “Lancer”. He then sits down next to his eight-year-old co-star Trudi (Julia Butters), who is a method actor. Rick smokes a cigarette near her as she reads her book. They have a conversation about the books they are reading, and Rick has a small breakdown over his perceived decline in stardom. Shooting begins, and Rick works with the series’ lead actor, James Stacey (Timothy Olyphant), who plays protagonist Johnny Madrid. During the take, Rick forgets his lines due to being drunk. He goes to his trailer and has a meltdown, but then vows to do better.

Cliff drives home from Rick’s place and sees a hitchhiker called Pussycat (Margaret Qualley), whom Cliff has noticed throughout the weekend. He picks her up and agrees to take her to the Spahn Ranch, where Cliff used to shoot films with Rick. When they get there, Cliff sees that the place has become some kind of commune for hippies, mostly consisting of women. Pussycat tells Cliff that he should stick around to meet Manson, but he wants to speak with the ranch’s owner, George Spahn (Bruce Dern). The women warn Cliff that Spahn is sleeping, but he goes over to his house anyway. He is met by Lynette “Squeaky” Fromme (Dakota Fanning), who also reiterates that Spahn is asleep because she just had sex with him. Cliff goes to wake Spahn up, but he doesn’t recognize Cliff since he is blind. He asks Spahn if the women there are taking advantage of him, but Spahn denies it and tells Cliff to leave. Outside, Cliff sees one of the male hippie’s stuck a knife in his front tire. He gets his stuff out and orders the man to fix it, but is given a “fuck you”. Cliff responds by decking the guy hard in the face three times in front of the other women. They run to get Tex Watson (Austin Butler), but Cliff is already driving away by the time he gets out.

Back on the “Lancer” set, Rick shoots a scene where he has Trudi’s character hostage, and Scott Lancer, played by Wayne Maunder (Luke Perry), comes to intervene. Rick improvises his slimy villain character and has a moment where he throws Trudi off of him. After the take, he is praised by both the director and Trudi, who tells Rick that it was the best acting she has ever seen in her life. The comment even moves Rick to tears.

We then jump to six months later. A voiceover from Randy states that Rick and Cliff ended up flying to Rome to shoot the Spaghetti Western films. While there, Rick met and married Italian film actress Francesca Capucci (Lorenza Izzo).

August 8th, 1969 – Rick and Cliff have returned to Los Angeles, but now feel that it is time for them to go their separate ways. They spend one last night having drinks and hang out at Rick’s home with Francesca. Meanwhile, Sharon, now very pregnant, is having a small gathering with Jay, and their friends Wojciech Frykowski (Costa Ronin) and Abigail Folger (Samantha Robinson).

Cliff takes out a cigarette he bought from Pussycat that was dipped in acid, and he proceeds to smoke it to trip out. Outside, Tex drives in front of the houses with fellow “family” members Patricia Krenwinkel, AKA Katie (Madisen Beaty), Susan Atkins, AKA Sadie (Mikey Madison), and Linda Kasabian, AKA Flowerchild (Maya Hawke). They arrive with the intention of killing Sharon and her friends, but a drunk Rick comes out and angrily yells at them because their car’s busted muffler is making too much noise. He orders them to leave, even as Katie appears to be reaching for her gun, but Tex drives away. At the bottom of the hill, the four recognize Rick from TV, and Sadie suggests that they kill him and whoever else is in his house. The others agree, but as they start walking there, Flowerchild says she forgot her knife. Tex gives her the car keys to get it, but she ends up ditching them and driving away. The three then proceed to carry out their plan.

The trio walk up to Rick’s house. Tex and Katie break in through the front, while Sadie goes in through the side. Cliff sees them, but because he is tripping balls, he is neither frightened nor absolutely certain of what he is seeing. Even as Tex draws his gun on Cliff, he instead sics Brandy on Tex, who viciously chomps into Tex’s arm and groin. Sadie tries to run up to Cliff with her knife, but he chucks a can of dog food at her, which smashes into her face. Cliff stomps Tex’s face in before grabbing Sadie and brutally smashing her face against the hard furniture until she is dead. Brandy gets a few bites into Sadie as well, but she runs out flailing and shrieking into the pool, where Rick is lounging. He then comes out with his FLAMETHROWER and torches Sadie, who burns to death in his pool. In the chaos, Cliff gets shot, but non-fatally.

Paramedics and police arrive at the scene. Cliff is taken to the hospital for his injuries, while Francesca is freaked out by the ordeal. After Rick says bye to Cliff, he sees Jay calling to him from Sharon’s gate. Rick explains what happened, and Jay recognizes Rick from TV. Jay tells Sharon who her neighbor is, and they invite him to come over for a drink. Rick agrees, and he finally meets Sharon and her friends.

Last updated: October 24, 2024 at 08:08

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Plot questions answered

Once Upon a Time in Brooklyn Plot Explained: Your Questions Answered

The questions people ask most about Once Upon a Time in Brooklyn (2013): what happens in the confusing scenes, why the characters do what they do, the twists, hidden details and what the ending means. Each answer contains spoilers.

Q1

Why does Rick confront the Manson Family members outside his house?

Rick yell at them because their car's loud muffler is disturbing the peace. He's drunk and irritated, so he storms out and orders them to leave immediately. This seemingly reckless confrontation actually saves Sharon Tate and her friends, as the Manson Family originally intended to murder everyone in the house.

Foreshadowing: Earlier, the film establishes that Rick is struggling with alcoholism and often acts impulsively.

  • rick dalton
  • manson family
  • confrontation
  • august 1969
Q2

Why does Cliff attack the Manson Family members?

Cliff is under the influence of acid he smoked from a cigarette given to him by Pussycat. While tripping, he sees three intruders (Tex, Katie, and Sadie) entering Rick's home. Rather than fleeing in fear, he attacks them with surprising ferocity, using his dog Brandy and whatever objects he can find. His altered state makes him fearless and unpredictable.

Foreshadowing: Cliff's earlier display of physical toughness at Spahn Ranch, where he easily defeats multiple hippies, foreshadows his ability to handle dangerous situations.

  • cliff booth
  • manson family
  • acid trip
  • fight scene
Q3

What happens to Sharon Tate on the night of August 8, 1969?

Sharon Tate is not harmed in the film. She is inside her house with Jay Sebring, Wojciech Frykowski, and Abigail Folger when the Manson Family arrives. Because Rick's confrontation delays and ultimately scares off part of the group, the murders that tragically occurred in real life are prevented in the movie. Sharon invites Rick over for a drink afterward.

Foreshadowing: The film repeatedly builds tension around the Manson Family's presence, particularly when Charles Manson visits Sharon's house earlier.

  • sharon tate
  • manson murders
  • survival
  • house invasion
Q4

Why does Cliff sic his dog Brandy on Tex Watson?

When Tex points a gun at Cliff, Cliff doesn't react with fear due to his acid trip. Instead, he commands his trained pit bull Brandy to attack. Brandy mauls Tex's arm and groin area, seriously injuring him. This moment showcases Cliff's combat training and the dog's loyalty.

Foreshadowing: Cliff's trailer park home scene establishes Brandy as a fierce, well-trained dog that Cliff clearly trusts in dangerous situations.

  • cliff booth
  • brandy
  • tex watson
  • dog attack
Q5

Why does Rick have a flamethrower?

Rick kept the flamethrower prop from his earlier war film where he played a GI who incinerated Nazis. Producer Marvin Schwarz mentions this during their restaurant meeting, noting Rick was so fond of the prop that he took it home. Rick uses it to kill Sadie when she attacks him in the pool.

Foreshadowing: Marvin Schwarz explicitly references Rick's attachment to the flamethrower prop early in the film.

  • rick dalton
  • flamethrower
  • prop
  • movie weapon
Q6

Why does Rick fly to Rome to shoot Spaghetti Westerns?

Producer Marvin Schwarz convinces Rick that his career needs a reboot. After his TV show 'Bounty Law' was canceled due to his alcoholism, Rick's roles had dried up. Marvin suggests Rome as a way to reinvent himself in Spaghetti Westerns, which were popular at the time. Rick takes this advice, and the films become successful.

Foreshadowing: Marvin's pitch at the restaurant directly sets up this career change as Rick's path to revival.

  • rick dalton
  • rome
  • spaghetti westerns
  • career change
Q7

Why is Cliff Booth suspected of killing his wife?

There's a rumor in Hollywood that Cliff murdered his wife Billie and got away with it. Randy mentions this to Rick when trying to get Cliff work. The film shows a flashback of Billie nagging Cliff endlessly on a boat, but it cuts away before showing whether Cliff actually killed her with the harpoon gun. Whether he's guilty remains ambiguous.

Foreshadowing: This rumor is mentioned early and lingers throughout the film, adding mystery to Cliff's character.

  • cliff booth
  • wife
  • billie
  • murder rumor
Q8

Why does Bruce Lee fight Cliff on the Lancer set?

Bruce Lee challenges Cliff after catching him laughing while Lee is discussing his desire to fight Muhammad Ali. Lee sees this as disrespect and wants to prove himself. The fight escalates quickly, with Lee initially getting the upper hand, but Cliff retaliates by slamming him into a car, causing property damage that gets Cliff fired.

Foreshadowing: Cliff's quick temper and physical prowess are established early, making his later fight with the Manson Family less surprising.

  • bruce lee
  • cliff booth
  • fight
  • lancer set
Q9

Why does Charles Manson visit Sharon Tate's house?

Charles Manson claims he's coming to see his friends, the previous owners of the house that Polanski and Sharon now live in. He apologizes for the error and leaves without causing any alarm. This establishes the Manson Family's connection to the location that would become infamous in real life.

Foreshadowing: This seemingly innocent visit plants the seeds for the later, much more sinister appearance of the Manson Family.

  • charles manson
  • sharon tate
  • house visit
  • polanski
Q10

Why does Rick have an emotional breakdown in front of Trudi?

During a break in filming 'Lancer', Rick confesses his fears about being a has-been to his young co-star Trudi. The eight-year-old method actor's presence and her sincere questions about books trigger Rick's vulnerability. He smokes near her despite knowing it's inappropriate, showing his emotional instability and self-destructive tendencies.

Foreshadowing: Rick's complaints to Cliff about declining stardom earlier establish his deep insecurities about his career.

  • rick dalton
  • trudi
  • breakdown
  • career anxiety
Q11

Why does Cliff take Pussycat to Spahn Ranch?

Cliff agrees to drive Pussycat (a young hippie he's noticed throughout the weekend) to Spahn Ranch, a location where he previously filmed movies with Rick. He wants to catch up with the ranch's owner, George Spahn. The trip reveals the ranch has been taken over by a hippie commune led by Charles Manson.

Foreshadowing: This visit directly connects Cliff to the Manson Family, setting up his later confrontation with them.

  • cliff booth
  • spahn ranch
  • hippie commune
  • pussycat
Q12

Why does Rick finally meet Sharon Tate?

After the violent confrontation with the Manson Family, Rick sees Jay Sebring calling from Sharon's gate. Jay recognizes Rick from television. Sharon and her friends invite Rick over for a drink as a thank-you for dealing with the intruders. This meeting represents Rick's desired connection with his Hollywood neighbors, finally achieved through his heroic actions.

Foreshadowing: Rick's excitement about Polanski moving in earlier establishes his desire to meet these famous neighbors.

  • rick dalton
  • sharon tate
  • meeting
  • neighbors

Movie threads

More Movies Like Once Upon a Time in Brooklyn, by Mood & Story

Curated lists built around what makes Once Upon a Time in Brooklyn tick: the same mood, the same kind of story or the same emotional payoff. Each list explains why these movies belong together.

Movies about the pull of crime like Once Upon a Time in Brooklyn

Stories where characters are drawn back to crime despite a chance at redemption. If you liked the story of a character torn between a fresh start and criminal loyalty in Once Upon a Time in Brooklyn, you'll find similar tension in these films. Discover movies about characters who struggle to leave their past behind, exploring themes of family, street life, and the high cost of rebellion.

  • gritty
  • violent
  • uneasy
  • suspenseful
  • dark
  • anxious
  • Tone: dark, gritty
  • Pacing: variable, character-driven
Why these movies?

The story pattern: The narrative follows a character who, after a period of incarceration or separation from their criminal life, is offered a legitimate way out. However, driven by a sense of belonging, rebellion, or twisted loyalty, they consciously choose to return to their dangerous old ways, setting them on a collision course with fate.

Why they belong together: This thread groups movies that share a core conflict: the struggle between redemption and a familiar, destructive criminal identity. They are united by a gritty, heavy tone, high emotional stakes, and a focus on the psychological and social forces that make a 'straight' life feel impossible.

Gritty urban crime stories like Once Upon a Time in Brooklyn

Character-driven crime stories set in the harsh realities of a specific city. Fans of the street-level Brooklyn setting and heavy themes in Once Upon a Time in Brooklyn will appreciate these films. Explore movies that immerse you in the world of neighborhood crime, focusing on loyalty, tough choices, and the inescapable pull of one's environment.

  • gritty
  • anxious
  • dark
  • violent
  • suspenseful
  • uneasy
  • Tone: dark, uneasy
  • Pacing: variable, steady build
Why these movies?

The story pattern: These narratives unfold within a tightly-knit, often working-class urban setting that acts as a character itself. The plot is driven by interpersonal conflicts, codes of honor, and the constant threat of violence, exploring how environment shapes destiny and forces difficult choices about family and survival.

Why they belong together: Movies are grouped here based on their authentic, localized setting and their focus on the personal stakes of crime rather than large-scale plots. They share a dark, anxious mood, a variable pace that balances character moments with sudden violence, and a heavy emotional weight centered on loyalty and consequence.

Every angle

Once Upon a Time in Brooklyn (2013) Explained: Plot, Timeline & Characters

Everything about Once Upon a Time in Brooklyn in one place: what happens in the plot summary, the timeline in chronological order, the characters and meaning and a spoiler-free summary. What's After the Movie adds the cast, box office and post-credit scenes.

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