Quentin Tarantino's Once Upon a Time in Hollywood cast is filled with top-tier actors and actresses. Tarantino's ninth film isn't just a rehashing of the Manson murders, an ode to a key paradigm shift in American culture, or a paean to a Hollywood that doesn't exist anymore. Instead, it's all three. Tarantino has blended all of these elements together (plus some others) and made a film that has earned widespread appraise.

Once Upon a Time in Hollywood follows Rick Dalton (Leonardo DiCaprio), a fading actor who made his name in gun-toting, all-American movies popular in the 1940s and '50s. By 1969, Rick is adrift and he's nervous that he's turning into a has-been quicker than he's comfortable with. Luckily, his close friend and stuntman, Cliff Booth (Brad Pitt), is right by his side to be his confidant, drinking buddy, life coach, and everything in between, as both men try to evolve in an industry that seems to be jumping leaps and bounds each an every day. As newcomers like Sharon Tate (Margot Robbie) and Bruce Lee (Mike Moh) arrive on the scene poised to make a splash, and rumors of Charles Manson and his family at Spahn Ranch start weaving themselves into the fabric of Hollywood, Rick and Cliff are faced with shaping up quick or shipping out.

Related: The True Story Behind Tarantino's Once Upon A Time In Hollywood

Take one look at the cast list for Once Upon a Time in Hollywood and there may be more than one jaw hitting the floor. Tarantino brought together a talented cast from all corners of the industry to bring his ode to the '60s to life. Below is an extensive Once Upon a Time in Hollywood cast list featuring all of the famous faces that pop up in the film, including DiCaprio, Pitt, and Robbie.

Leonardo DiCaprio as Rick Dalton

Rick shoots a commercial for Hulabaloo in Once Upon a Time in Hollywood.

Leonardo DiCaprio plays Rick Dalton, who has been living and working in Hollywood for years but finds his star power fading fast in 1969. Rick also happens to live on the now-infamous Cielo Dr. in Los Angeles, right next door to the rising star Sharon Tate. Believe it or not, Once Upon a Time in Hollywood is DiCaprio's first film role since starring and winning the Best Actor Oscar for 2015's The Revenant.

Between then and now, DiCaprio has been relaxing and focusing his attention elsewhere, taking what seems like a well-deserved break after a truly hot streak over a 5-year time period, including films like Inception, The Great Gatsby, and The Wolf of Wall Street. Of course, his career didn't start there, as he's also known for starring in films like Titanic, What's Eating Gilbert Grape, The Departed, Shutter Island, and more.

Brad Pitt as Cliff Booth

Cliff gives Rick advice in the car in Once Upon A Time In Hollywood

Brad Pitt plays Cliff Booth, Rick's right-hand man, confidant, drinking buddy, longtime friend, and stuntman. Cliff and Rick have spent a lot of time together on set, so Cliff has some unique insights into what it's like living and working in Hollywood and the perils of working in the movie business.

Similar to DiCaprio, Pitt's been having a slightly more relaxed go of it in recent years. He's been averaging one film a year since 2014, moving from Fury to By the Sea to The Big Short, then Allied and War Machine before taking on bit parts in Deadpool 2 and The Jim Jeffries Show. Even though Pitt has been taking it a bit easier in the acting department, he's still been active as an executive producer through his production company, Plan B. In the last few years, Plan B has played a role in getting MoonlightIf Beale Street Could TalkOkja, and The Lost City of Z to theaters and streaming platforms.

Margot Robbie as Sharon Tate

once-upon-time-hollywood-robbie

Margot Robbie plays Sharon Tate, the real-life actress who was sadly murdered in August 1969 at her home on Cielo Dr. by followers of criminal and cult leader Charles Manson. Tate's career was only just beginning by the time her life was tragically cut short, which means Once Upon a Time in Hollywood similarly, with the help of Robbie's performance, depicts Tate as she experiences the first flashes of fame and celebrity as she continues to transition from modeling to acting. In the film, Tate is married to director Roman Polanski (Rafał Zawierucha).

Robbie has been on a hot streak since breaking onto the scene in 2013's The Wolf of Wall Street. She's proven herself able to sink into a variety of roles, appearing in big studio films like Suicide SquadFocus, The Legend of Tarzan, and I, Tonya, which has only helped her become even more of a household name.

Al Pacino as Marvin Schwarz

Al Pacino in Once Upon a Time in Hollywood

Al Pacino plays Marvin Schwarz, Rick's manager. Marvin is a classic Hollywood wheeler-dealer, always ready to schmooze and help make his clients feel like their needs are being taken care of. Pacino's Marvin only appears briefly, but he's crucial to Dalton resurrecting his career in Spaghetti Westerns.

Pacino is one of the most iconic actors in Hollywood. His early career is chock-full of '60s and '70s films which have gone on to be revered, including ScarfaceSerpicoThe Godfather Part II, and Dog Day Afternoon. Nowadays, Pacino has been popping up in some interesting places, like the oddball indie Manglehorn, charming romantic drama Danny Collins, and on HBO's original drama Paterno.

Kurt Russell as Randy

Kurt Russell in Once Upon A Time In Hollywood

Russell appears in the film as Randy, a stunt coordinator. Randy is married to a character named Janet, who is played by frequent Tarantino actor Zoe Bell. Interestingly, in real life, Bell works as a stuntwoman.

The Russell renaissance is in full swing as of 2019. Russell reteams with Tarantino for this latest film after the pair worked together on 2015's The Hateful Eight. Previous to Once Upon a Time in Hollywood, Russell popped up in Deepwater HorizonThe Fate of the FuriousGuardians of the Galaxy: Vol. 2, and Netflix holiday film The Christmas Chronicles, though he's previously starred in memorable films such as Escape From New York, Backdraft, Stargate, and more.

Timothy Olyphant as James Stacy

Timothy Olyphant in Once Upon a Time in Hollywood

Timothy Olyphant plays James Stacy, a real actor who was known mainly in the 1960s for his role on the Western drama series Lancer. In Once Upon a Time in Hollywood, Lancer is recreated with Stacy in the lead role and Dalton as a guest star.

Olyphant found time to pop into the world of Tarantino for this ninth film while also on deck for his starring role as Joel Hammond in Netflix's zombie comedy The Santa Clarita Diet and filming the Deadwood standalone film. Although Olyphant has been working in film and television since the early '90s, he's perhaps best known for his roles in the popular TV series Deadwood and Justified.

Dakota Fanning as Lynette "Squeaky" Fromme

Dakota Fanning portrays notorious Manson family member Lynette "Squeaky" Fromme. In real life, Squeaky Fromme was one of the most prominent of Manson's followers. Following the murder of Tate at her home, Fromme was in the press with other Manson family members to show support for their then-alleged innocence. Fromme went on to make headlines of her own when she attempted to assassinate President Gerald Ford in 1975.

Once Upon a Time in Hollywood is a huge step back into big films for former child star/teen actor Fanning. Rising to prominence with roles in I Am SamUptown Girls, and War of the Worlds, Fanning has been popping up in unusual places, be it TNT's 19th-century crime drama The Alienist, a two-minute scene in Ocean's 8, or lending her voice to the animated series Gen: Lock.

Margaret Qualley as Pussycat

Margaret Qualley plays a character named Pussycat, who is loosely based on real-life Manson family member Kathryn Lutesinger who went by the nickname "Kitty". Pussycat catches Cliff's eye and she tries to bring him home to the (Manson) family, where Cliff gets a taste of what's actually going on at Spahn Ranch.

Qualley is popping up more and more following her initial break with roles in 2013's Palo Alto and 2016's The Nice Guys. Since breaking onto the scene, Qualley has appeared in both film and TV, including The LeftoversFosse/Verdon, and HBO's adaptation of Richard Wright's novel Native Son.

Luke Perry as Wayne Maunder

Luke Perry in Once Upon A Time In Hollywood

Luke Perry posthumously stars as real-life actor Wayne Maunder in Once Upon a Time in Hollywood. In the '60s and '70s, Maunder was best known for roles on LancerCuster, and The Virginian. Like many others in the film, Perry appears only briefly in a short scene with DiCaprio's Rick Dalton during filming on Lancer.

Perry is best remembered for his role on the teen drama Beverly Hills, 90210. The series ran for 10 years, turning Perry into a household name and earning him a special place in Hollywood and TV history. Perry frequently took smaller roles in indie films but his career hit a new high when he signed on to play Fred Andrews on The CW's Riverdale back in 2017.

Emile Hirsch as Jay Sebring

Emile Hirsch hiking along a road in Into the Wild

Emile Hirsch portrays Jay Sebring, a close friend and former boyfriend of Sharon Tate's who was sadly murdered at Tate and Polanski's home in August 1969. Sebring was a famous celebrity hairstylist and went on to become the founder and operator of the hairstyling company Sebring International. Hirsch, who rose to fame in the 2000s with films like The Girl Next DoorAlpha Dog, and Lords of Dogtown, is returning back on the scene with Once Upon a Time in Hollywood.

Austin Butler as Charles "Tex" Watson

Austin Butler Carrie Diaries Shannara

Austin Butler stars as Manson family member Charles "Tex" Watson. In real life, Tex was one of the key Manson followers. Tex was also part of the Manson family member group involved in the murders of Tate, Sebring, and their friends Abigail Folger and Wojciech Frykowski, as well as Leno and Rosemary LaBianca.

Butler is best known to for rising to fame in the 2010s with roles in teen TV shows and movies like iCarly, Zoey 101, and Life Unexpected. Butler has transitioned in the last couple of years to more adult fare, appearing in MTV's The Shannara Chronicles and Jim Jarmusch's The Dead Don't Die.

Bruce Dern as George Spahn

Bruce Dern in The Hateful Eight

Bruce Dern plays George Spahn, whose name may not be immediately recognizable but who holds a special place in history. In the 1960s, Spahn was the elderly, nearly blind owner of Spahn Ranch, which he rented out to various production companies for use in Westerns. Charles Manson and his followers began renting Spahn Ranch in the late '60s, with Manson ordering his female followers to attend to Spahn's every need. It's worth noting that this role was originally intended for Burt Reynolds, who sadly passed away before he could film his scenes.

Dern is a veteran in Hollywood, appearing across movies and television series in the '60s, '70s, and '80s, like BonanzaLancerGunsmokeThey Shoot Horses, Don't They?, and The 'Burbs. Following his Academy Award-nominated performance in 2013's Nebraska, Dern has become a regular collaborator with Tarantino, appearing previously in Django Unchained and The Hateful Eight.

Damon Herriman as Charles Manson

Charles Manson grins by his truck in Once Upon A Time In Hollywood

Damon Herriman portrays Charles Manson, though only for a short cameo. Manson lives in infamy as the career criminal and cult leader of the Manson family. Manson was a charismatic leader, amassing a large following during his time in Los Angeles and encountering major celebrities of the time, including The Beach Boys and Candice Bergen. Although Manson didn't do the actual killing, he was charged in 1971 for first-degree murder and conspiracy to commit murder for his role in orchestrating the murder of Tate, her friends, and the LaBiancas in 1969.

Herriman is an Australian actor who has been working in film and television since he was 6 years old. Primarily known in Australia, Herriman has begun working more and more in American film and television, nabbing roles in Justified, SYFY series Incorporated, and CBS All Access comedy No Activity. Interestingly, Herriman also appears as Charles Manson in Netflix's Mindhunter season 2.

Once Upon A Time In Hollywood's Manson Family

Manson Family in Once Upon a Time in Hollywood

While Damon Herriman, Dakota Fanning, Margaret Qualley, and Austin Butler portrayed the main Manson Family members in Once Upon a Time in Hollywood, there were several others who had only small cameos. Here's who they are:

  • Madisen Beaty as Patricia Krenwinkel - Krenwinkel was a prominent member of the Manson Family who participated in the Tate-Bianca murders, and was consequently sentenced to life in prison (originally death). Beaty plays Krenwinkel, but she's primarily known for starring in films like The Curious Case of Benjamin Button and The Master, as well as TV show The Fosters.
  • Victoria Pedretti as Leslie Van Houten - Van Houten received the death penalty for her participation in the Bianca murders, but later had her sentence commuted to life in prison. Pedretti stars as Van Houten, and she made a name for herself by starring in Netflix's The Haunting of Hill House. She will soon appear in YOU season 2.
  • Lena Dunham as Catherine Share - Share didn't directly take part in the Tate-Bianca murders but was sentenced to prison for attempting to tamper with a witness (among other charges). She later denounced the Manson Family. Dunham is most well-known for creating, writing, and starring in HBO's Girls.
  • Mikey Madison as Susan "Sadie" Atkins - Atkins was convicted in the Manson Family murders and ultimately sentenced to life in prison. She died in prison as California's longest-serving inmate. Madison only recently got her start in acting, and she's currently most well-known for playing Max Fox on FX's Better Things.
  • Maya Hawke as Linda Kasabian - Kasabian was a star witness for the prosecution during the trial for the Tate murders. Hawke briefly portrays Kasabian in Once Upon a Time in Hollywood. Prior to starring in this film, Hawke appeared in Little Women but she got her big break in Netflix's Stranger Things.
  • James Landry Hebert as Steve Grogan - Known among Manson Family members as Clem, Grogan was sentenced to prison but was released on parole in the 1980s. Hebert has starred in several small roles on film and television over the years, including in Stranger Things season 2 and NBC's Taken.
  • Kansas Bowling as Sandra Good - Good was a Manson Family member who was convicted for mailing threatening letters. She was paroled but maintained her loyalty to Manson; she still does to this day. Bowling is an up-and-coming director, writer, and actress, having helmed her first film, B.C. Butcher, in 2016.

Other Manson Family members who may not have been based on real people:

  • Dallas Jay Hunter as Delilah - Hunter is a relative newcomer who has appeared primarily in short films, with Once Upon a Time in Hollywood marking her biggest role thus far.
  • Dyani Del Castillo as Pebbles - Castillo is a newcomer who's first credited role is Once Upon a Time in Hollywood.
  • Parker Love Bowling as Tadpole - Bowling has starred in several short films over the past few years, with Tarantino's ninth film marking her most well-known project yet.
  • Sydney Sweeney as Dianne Lake - Although she started acting in the late 2000s, Sweeney is starting to become more well-known thanks to her roles in Netflix's Everything Sucks!, Hulu's The Handmaid's Tale, and HBO's Euphoria.
  • Harley Quinn Smith as Froggie - Smith is an actress and musician who has frequently starred in her father's (Kevin Smith) films, such as Jay and Silent Bob Strike Back, Clerks II, Tusk, and more.
  • Danielle Harris as Angel - Harris is a prominent horror actress who became known as a scream queen thanks to her roles in Halloween, Hatchet, Urban Legend, and more.

Once Upon a Time in Hollywood Cameos

Mike Moh as Bruce Lee in Once Upon a Time in Hollywood

Once Upon a Time in Hollywood has one of the biggest casts in recent memory, and actors and actress lined up in droves to appear - even briefly - in Tarantino's ninth film. In addition to all the people already mentioned, here's everyone else who starred in Once Upon a Time in Hollywood:

  • Julia Butters as Trudi Fraser - Fraser is the young actor who stars alongside DiCaprio's Rick Dalton in an episode of Lancer. Butters is an up-and-coming child actress who has appeared in projects like Transparent and American Housewife.
  • Mike Moh as Bruce Lee - Lee is an iconic actor, director, and martial artist, who appeared in numerous films and TV shows until his death in 1973. A martial artist himself, Moh is known for portraying Ryu in the Street Fighter web series as well as Triton in Marvel's Inhumans TV show.
  • Damian Lewis as Steve McQueen - McQueen is a world famous actor who starred in movies such as The Great Escape, Bullitt, and Papillon, as well as The Sand Pebbles, for which he won an Academy Award. Lewis briefly cameos as McQueen, and is himself known for roles in TV shows like Band of Brothers, Homeland, and Billions.
  • Brenda Vaccaro as Mary Alice Schwarz - Vaccaro portrays Schwarz's wife in a few scenes of Once Upon a Time in Hollywood. Vaccaro is an Academy Award-nominated actress who rose to prominence in the late 1960s as well as throughout the 1970s in films like Where It's At and Once Is Not Enough.
  • Lorenza Izzo as Francesca Cappucci - Cappucci is known for becoming Rick Dalton's wife in Once Upon a Time in Hollywood. Izzo is a Chilean actress who has started to break into Hollywood movies such as The Green Hornet, Knock Knock, and The House with a Clock in Its Walls.
  • Rebecca Gayheart as Billie - Billie is Cliff Booth's late wife. Gayheart is a well-known model and actress who rose to prominence in the 1990s, by starring in TV shows like Beverly Hills, 90210 and Earth 2, as well as Death Like Me, Nip/Tuck, and more.
  • Michael Madsen as a sheriff - Madsen briefly stars as sheriff on Rick Dalton's TV show Bounty Law. Madsen has starred in big productions like Die Another Day over the years, but he is known for being a longtime Tarantino collaborator, having appeared in Reservoir Dogs, both Kill Bill films, and The Hateful Eight.
  • Martin Kove as unknown - Kove briefly appears a villain on Dalton's Bounty Law. Kove is perhaps most easily recognizable as the sensei John Kreese from Karate Kid.
  • James Remar as unknown - Like Kove, Remar also plays a villain on Bounty Law. Remar is a well-established actor who has starred in movies such as 48 Hours and Miracle on 34th Street, as well as TV shows like Sex and the City and Dexter.
  • Clifton Collins Jr. as Ernesto - Collins Jr. is seen as a Mexican Vaquero named Ernesto on the TV show Lancer. Collins Jr. is known for taking on relatively small roles in several movies and TV shows throughout the 1990s and 2000s, most recently starring in HBO's Westworld.
  • Scoot McNairy as Business Bob Gilbert - McNairy appears in only one scene as Business Bob Gilbert during the filming of Lancer. McNairy is perhaps most well-known for his roles in Argo, Batman V Superman: Dawn of Justice, and AMC's Halt and Catch Fire.
  • Marco Rodríguez as a bartender - Rodríguez appears on-screen for a few scenes as a bartender on Lancer. Rodríguez took on many roles in TV shows and movies in the 1980s and 1990s, including on Seinfeld, Extreme Prejudice, and The Crow, but has recently appeared in Velvet Buzzsaw, Inhumans, and Desperate Housewives.
  • Samantha Robinson as Abigail Folger - Folger was one of the people murdered by the Manson Family on August 9, 1969. She was also the heiress to the Folger coffee empire. Robinson is known for her theatre work but has also appeared in various British programs such as Shameless and Five Days.
  • Daniella Pick as Daphna Ben-Cobo - Ben-Cobo is a fictional actress in the world of Once Upon a Time in Hollywood, which is Pick's first major role.
  • Spencer Garrett as Allen Kincaid - Kincaid is a fictional TV personality and host who interviews Rick Dalton and Cliff Booth on the set of Bounty Law. Garrett can be recognized from his many roles in films like Air Force One, The Front Runner, and Public Enemies, as well as his several guest-starring roles in numerous TV shows, like Grey's Anatomy, Law and Order, and even The Magicians.
  • Rafał Zawierucha as Roman Polanski - Polanski is an infamous filmmaker who fled the United States to Europe after pleading guilty to statutory rape in the 1978. He was expelled by The Academy 40 years later in 2018. Zawierucha portrays Polanski, though he may not be immediately recognizable to Western audiences due to his roles in mostly Polish films.
  • Nicholas Hammond as Sam Wanamaker - Wanamaker was an actor and director who helmed numerous projects from the 1940s to the 1990s, but is known for fleeing the United States out of fear of being blacklisted. Hammond is an iconic actor who played Peter Parker in The Amazing Spider-Man TV series as well as Friedrich von Trapp in The Sound of Music.
  • Costa Ronin as Wojciech Frykowski - Frykowski was a screenwriter and notable victim in the Tate murders. Ronin is a known TV actor but who achieved acclaim due to his role as Oleg Burov on The Americans.
  • Rumer Willis as Joanna Pettet - Pettet is an English actress who had roles in several comedy movies throughout the latter half of the 20th century, while also appearing in TV shows like Knight Rider, Fantasy Island, and Captains and the Kings. Willis plays the actress in the early stages of her career, and she's primarily known for appearing on Dancing With The Stars as well as Empire.
  • Dreama Walker as Connie Stevens - Stevens is an actress who became famous for her role on Hawaiian Eyes. Walker, meanwhile, is known for her roles on Gossip Girl and Don't Trust the B---- in Apartment 23, as well as Compliance.
  • Rachel Redleaf as Cass Elliot - Elliot was known as Mama Cass and a member of the band The Mamas & The Papas. Redleaf's biggest role prior to Once Upon a Time in Hollywood is Beth on Netflix's Atypical.
  • Rebecca Rittenhouse as Michelle Phillips  - Like Elliot, Phillips was also a member of The Mamas & The Papas band. Rittenhouse has previously starred in the drama Blood & Oil as well as the comedy series The Mindy Project.
  • Ramón Franco as a movie theater manager - Franco, who played Alberto Ruiz in Tour of Duty, has a small role as a movie theater manager.
  • Clu Gulager as a book store owner - Gulager appears for a very short scene as a bookstore owner. Gulager is also an iconic actor who starred in Western TV shows like The Tall Man and The Virginian.
  • Kate Berlant as a movie theater employee - Berlant, who is coming up in films after having starred in TV shows such as Transparent, Ghosted, and Tuca & Bertie, appears in a cameo as a movie theater ticket attendant.

Next: Once Upon a Time in Hollywood's Ending Explained

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