Once Upon a Time in America (1984) Director: Sergio Leone
“Age can wither me, Noodles. We’re both getting old. All that we have left now are our memories.”

With the director’s cut being an epic four-hour homage to classic gangster movies, Sergio Leone’s Once Upon a Time in America is the third installment in his “Once Upon a Time Trilogy” –which also included Once Upon a Time in the West (1968) and Duck, You Sucker (1971). Once Upon a Time in America is the last film Leone made before he died five years later, and it marks a unique departure from his classic Spaghetti Westerns. The story for the film is drawn from Harry Grey’s memoir-novel The Hoods which details the lives of best friends David “Noodles” Aaronson and Maximilian “Max” Bercovicz as they lead a group of young Jewish-immigrant gangsters from the ghetto into the heights of organized crime in New York City.
The sheer scope of this film is simply staggering –the first draft was actually written by celebrated American author Norman Mailer, but only elements of his initial commissioned script were incorporated into the final version (which was written by a cohort of writers including Leonardo Benvenuti, Piero De Bernardi, Enrico Medioli, Franco Arcalli, Franco Ferrini, and Sergio Leone). Once Upon a Time in America covers three distinct eras in American history through the eyes of four boyish gangsters –the first portrays the impoverished struggle in Manhattan’s Jewish ghettos during the 1920s, the second shows a criminal gang on the rise during Prohibition in the 1930s, and the third shows a politically corrupt world in New York in the 1960s.
Once Upon a Time in America is a dreamy, non-sequential film bolstered by Tonino Delli Colli’s disorienting cinematography, and Ennio Morricone’s haunting score (and “Yesterday” by The Beatles serves as a leitmotif throughout the movie). The film begins with a rendition of “God Bless America” played over the rolling credits. Three men are hunting for Noodles (Robert De Niro) and they suddenly, remorselessly shoot a blond woman on a bed, killing her. Next, they brutally torture a man nearly to death before he finally reveals that Noodles can be found at Chun-Lo’s Chinese Theater where he is lying in an opium den, reflecting on old newspaper clippings about his three friends –all “bootleggers.” He hears an incessant, unsettling telephone ring reminding him of a telephone call he made to the police to rat out his friends which ultimately led to their deaths. When the three assassins invade the opium den, Noodles narrowly escapes and flees into New York City. We then flash-forward to Noodles as an older man returning to New York –his distant whereabouts have recently been discovered in connection to the graves of his three late friends, and he is invited to a mysterious party by a politician.
Next, possibly in an opium-induced haze, Noodles flashes back to the violent streets of New York City beneath the Brooklyn Bridge as groups of young Jewish immigrant boys violently fight a local neighborhood boss called Bugsy. They concoct a “salt” smuggling scheme and stash their earnings in a suitcase at the train station, keeping the key a closely held secret. They bribe a cop by snapping a photo of him sleeping with a young prostitute, while Noodles maintains a boyhood crush on a girl named Deborah (played by a young Jennifer Connelly). He spies on her through a hole in the wall at her family’s restaurant. But Deborah refuses to get involved in the gangster world. The fight sequences here between rival gangs is brutal, extensive, bloody, and vicious. Dominic, one of the young boys in Noodles’ gang, is shot in the back and killed. He dies in Noodles’ arms claiming he merely slipped and fell. There is no fabled glamorization of the past in Once Upon a Time in America, and no romantic flashback to “good old days” when gangsters ruled the streets with dignity and respect. In response to the death of Dominic, Noodles stabs Bugsy to death, but he is caught by the police and sent away to prison for several years.
Next, we revisit Noodles as an older man. He stop by the ornate graveyard mausoleum of his three fallen comrades. Inside, Noodles spots a dangling key which leads him back to the suitcase full of cash at the train station. Inside, one of the bills is wrapped in a message announcing it is an “advance payment for your next job.” Noodles then strolls away, paranoid at this discovery.
Back to the earlier narrative timeline, Noodles leaves prison some years later. He is welcomed home by his best friend and co-leader of the gang, Max (James Woods). While Noodles has been in prison, their gang has grown into a wealthy, successful business posing as a grave-digging company which is a front for smuggling alcohol during Prohibition. Notably, unlike in The Godfather or Goodfellas, in Once Upon A Time in America, we do not see the humble gang as struggles to build itself into a successful operation. This is merely a chapter that is glossed over while Noodles is in prison. After bringing a woman for Noodles to sleep with in the back of a hearse, Max takes Noodles back to the gang’s underground jazz bar where he is reunited with Patsy (James Hayden) and Cockeye (William Forsythe). Noodles still has an erotic obsession for Deborah (now played by Elizabeth McGovern) –he feels inferior to her, idolizing her purity, and obsessing over her like Dante over Beatrice. But as a consequence, Noodles –recognizing his inferiority– must exercise his dominance over people in other ways. Noodles and his friends are not honorable men devoted to the old-world virtues of faith, family, loyalty, and honesty as displayed in The Godfather. Instead, they are a band of robbing, raping, murdering, and deceivers (as in the case of switching babies for the chief of police as part of a corrupt union scam). Around this time, they meet Frankie (Joe Pesci) who lures the boys with promises of great fortune. He suggests several robbery schemes, before posing the idea of robbing a Federal Reserve Bank which ultimately leads to Noodles’s betrayal of Max (indeed, perhaps the three assassins portrayed at the beginning of the film were sent at the behest of Frankie for ratting out the gang). At any rate, the presence of Frankie’s character is strangely elusive in the film and he eventually disappears entirely. In time, Noodles makes a half-hearted attempt at courting his beloved Deborah, but she ultimately rejects him in pursuit of a career as an actress. This is followed by the most harrowing, disgusting scene in the film wherein Noodles brutally rapes Deborah in the backseat of a car –a horrid moment which shreds any lingering illusion we might have about Noodles’s virtue or heroism.
Following a brief intermission, we return to the narrative of Noodles as an older man. Is it a true story? Or is this merely an opium-fueled dream? Noodles visits some of his old haunts in New York, and he pays a visit to Deborah –she has completed a stage performance as the ageless Cleopatra in Shakespeare’s Antony and Cleopatra. However, instead of making amends for his past transgressions, Noodles merely asks her if he should attend a party for Secretary of Commerce Christopher Bailey, a wealthy politician who lives in an opulent estate on Long Island (the Secretary has been quietly killing his political enemies in recent months). Noodles then meets Deborah’s son, David, who is the spitting image of a young Max. This leads to the climactic party sequence in which Secretary Bailey is, of course, revealed to be none other than Max himself. Somehow, Max managed to survive Noodles’ betrayal years ago and he has since secretly fashioned a new personality for himself as a legitimate politician. He claims that the whole police raid from decades past was actually entirely a set-up intended to frame Noodles this whole time. Then, Max (whom Noodles only ever refers to by his new identity as “Mr. Bailey”) stole Noodles’ dreams, his money, and even his girl. He gives Noodles the chance to murder him and to put this all to rest –but Noodles calmly refuses. He simply walks out of the estate through a secret passage leading back to the streets. As he departs, Noodles looks back to see Max standing on the curbside while a grinding garbage truck passes, and suddenly Max is nowhere to be found. Has he disappeared inside the machinery of the garbage truck? A string of cars passes by filled with young people listening to “God Bless America” on the radio.
The film ends with Noodles getting high on opium back in Chun-Lo’s den underneath a performance of dancing shadow puppets (perhaps a nod to Plato’s cave) and as he puffs on his pipe, Noodles suddenly cracks an eerie smile cracks across his face. This image freezes and the movie ends.
In my view, a compelling argument can be made that the latter narrative of Noodles as an older man is merely a fiction caused by a hazy opium induced vision, because Noodles desperately regrets his life as a gangster –especially the way he betrayed his friends and his one true love. Subconsciously, he wants to portray himself as a tragic hero, a victim of Max’s finagling all along. He can hardly live with himself and his memories. He skews his own betrayal of Max as if it was actually a salvific act. If true, this would render Noodles a coward who is unable to truly confront what he did. In the end, these are all still just a bunch of schoolboys who never really grew up — they are rapaciously greedy, emotionally stunted, hedonistic—and they display only heinous acts of cruelty toward women (they seem to view women in purely objectified binary terms: only as either chaste virgins or degraded whores –they have no room for love or romance in their lives). These boys are psychopathic, with no respect for the good things in life. And with that in mind, this is simply a brutal indictment of Hollywood’s fetishization of the mobster archetype –Once Upon A Time in America is the ultimate anti-Godfather picture. It shows us a European director dreaming inside the American mythological landscape, and critiquing various culturally celebrated images –such as the ruthless crime boss posing as a successful businessman, or the free-range cowboy posing as a moralistic crusading knight errant—and Leone exposes these images to us, revealing them to be essentially un-heroic and antithetical to the American Dream.
Once Upon A Time in America is a melancholic, sorrowful movie about regret and loss –particularly the loss of innocence. In unfolding this narrative tapestry in anti-chronological fashion –as if deliberately portraying a confused string of distorted memories– Leone forces us to question how much of Noodles’s devastating life is actually true. This is a movie that requires patience to follow along with its disjointed plot, which is riddled with half-truths and hazy memories. Aesthetically, this is a flawless masterpiece, although it runs the risk of being a wildly indulgent work of art. Sadly, upon its initial release, the film was hacked apart by The Ladd Company and released as a befuddled abbreviated version, which led to near-universal condemnation. Fortunately, we are the beneficiaries of a near four-hour extended edition (not to mention the restoration work Martin Scorsese has put into preserving the original film).