I agree with Little Hawk on "Miller's Crossing", an under-rated gem. Perhaps what offends me so much about "Once Upon A Time" is its sheer lumbering pretentiousness, from which "Crossing" suffers not at all. Maybe we should start a new thread about pretentious cinema as opposed to well-made and enjoyable films. How about "Sideways" which became the great little film of 2004. It was well-written and featured some fine actors showing off their skills, but I never even saw the end of it because the characters were, to me, so unlikeable.