once upon a time in america movie review

Log in or sign up for Rotten Tomatoes

Trouble logging in?

By continuing, you agree to the Privacy Policy and the Terms and Policies , and to receive email from the Fandango Media Brands .

By creating an account, you agree to the Privacy Policy and the Terms and Policies , and to receive email from Rotten Tomatoes and to receive email from the Fandango Media Brands .

By creating an account, you agree to the Privacy Policy and the Terms and Policies , and to receive email from Rotten Tomatoes.

Email not verified

Let's keep in touch.

Sign up for the Rotten Tomatoes newsletter to get weekly updates on:

Upcoming Movies and TV shows
Trivia & Rotten Tomatoes Podcast
Media News + More

By clicking "Sign Me Up," you are agreeing to receive occasional emails and communications from Fandango Media (Fandango, Vudu, and Rotten Tomatoes) and consenting to Fandango's Privacy Policy and Terms and Policies . Please allow 10 business days for your account to reflect your preferences.

OK, got it!

Movies / TV

No results found.

What's the Tomatometer®?
Login/signup

once upon a time in america movie review

Movies in theaters

Opening this week
Top box office
Coming soon to theaters
Certified fresh movies

Movies at home

Fandango at Home
Netflix streaming
Prime Video
Most popular streaming movies
What to Watch New

Certified fresh picks

Kingdom of the Planet of the Apes Link to Kingdom of the Planet of the Apes
The Fall Guy Link to The Fall Guy
I Saw the TV Glow Link to I Saw the TV Glow

New TV Tonight

Doctor Who: Season 1
Dark Matter: Season 1
Black Twitter: A People's History: Season 1
Bodkin: Season 1
Pretty Little Liars: Summer School: Season 2
The Chi: Season 6
Reginald the Vampire: Season 2
Blood of Zeus: Season 2
Hollywood Con Queen: Season 1
Love Undercover: Season 1

Once Upon a Time in America

Where to watch.

Watch Once Upon a Time in America with a subscription on Hulu, Paramount+.

What to Know

Sergio Leone's epic crime drama is visually stunning, stylistically bold, and emotionally haunting, and filled with great performances from the likes of Robert De Niro and James Woods.

Critics Reviews

Audience reviews, cast & crew.

Sergio Leone

Robert De Niro

David 'Noodles' Aaronson

James Woods

Maximilian 'Max' Bercovicz

Elizabeth McGovern

Deborah Gelly

Treat Williams

James Conway O'Donnell

Tuesday Weld

More Like This

Movie news & guides, this movie is featured in the following articles..

The Ending Of Once Upon A Time In America Explained

Imagine what it takes for a film to be hailed by some as the greatest work of a career that includes "A Fistful of Dollars," "The Good, the Bad, and the Ugly," and "Once Upon a Time in the West."

If Italian master Sergio Leone's spaghetti westerns were epics of space, never failing to situate their cowboys and conmen against the wider expanse of the "Western" desert that frames their exploits and hunger to survive, then his 1984 gangster film "Once Upon a Time in America" is an epic of time, constantly leaping back and forth between versions of its characters during three distinct periods of their lives: as young petty crooks in 1918, hardened gangsters in the early 1930s, and older men, long out of the game, in 1968.

It's a sprawling, brutal look at the immigrant experience and the American dream, with protagonists far more anti than hero. And yet, it was panned upon its release in America, victim to studio-mandated cuts that took the film out of Leone's control and chopped it nearly in half for release in the United States , according to the New York Times . The rest of the world got something closer to the director's original vision, a sprawling film with a runtime of about four hours . The U.S. got the demo version, which colored reaction to it there for decades and left audiences utterly confused by what they had seen.

That might be close to what Leone intended, but not in a good way. The film's original ending, Leone's vision, layers a pair of mysteries on top of one another, but leaves it to the audiences to determine the answers, along with how they might dovetail or diverge. Here's how it does it.

What's the setup for Once Upon a Time in America's ending?

First, some background. The audience's point of view character throughout the film is the gangster Noodles Aaronson (Scott Tiler, then Robert De Niro). After forming a gang with his friend Max (Rusty Jacobs, then James Woods) when they were still up-and-coming near-kids on the Lower East Side, Noodles is arrested for stabbing a local boss.

By the time Noodles is released, the gang has blossomed into a successful bootlegging operation. However, their success is short-lived, the empire collapsing after the repeal of Prohibition a few years later. Noodles is convinced by Max's girlfriend Carol (Tuesday Weld) to rat the gang out on a lower offense, which will send them to prison for a smaller time but lessen the risk of more severe consequences. The plan fails, however, and Max and Noodles fight, with Noodles knocking Max out cold before the police arrive. When he comes to, he learns that his friends have all died in a shootout with the cops. He escapes, numbs his pain in the opium den the audience first saw in the film's opening scene, and flees to Buffalo, where he lives out his life in hiding.

Or he does, until someone from his past finds him in 1968. He learns that Max faked his own death with the help of the cops and spent the last 30 years rising in the Teamsters Union under the identity of Christopher Bailey, going so high he became the U.S. Secretary of Commerce. But now, Max has made enemies of the wrong people, and so he's contacted Noodles to kill him before the Teamsters can.

Does Max die at the end of Once Upon a Time in America?

Which is where the first of the film's double mysteries comes into play. Noodles refuses the assignment; to him, Max died with the rest of the gang, and this is some other person to whom he owes nothing. He leaves Bailey's house, but Max, or somebody, follows him in the dark. As Max walks toward him, a garbage truck passes between the two men, and when it drives on, Max is nowhere to be seen. The camera instead follows the truck, showing the back where a spinning blade chops and compacts the refuse.

The image of the truck doing its work definitely seems a little bit leading. Someone who's already hired his friend to kill him and been rebuffed might take the next opportunity available to do the job himself. Or perhaps the truck was part of an assassination plot, and Max didn't have a choice. But alternatives are possible too. Max could have fled, Or it might not even have been Max. Supposedly, according to Cinephilia & Beyond , Woods himself didn't know what happened to his character in this end. Leone, to preserve the ambiguity, reportedly filmed the scene with Woods' stand-in rather than the actor.

How much of Once Upon a Time in America might have been Noodles dream?

The question might be moot. The final sequence of the film, after Noodles watches Max's vanishing act, returns to a younger Noodles in the opium den after the "death" of his friends in the 1930s. He partakes of the drug, and the film ends with a blissed-out smile drawing across his face.

One theory, put forth on OtakuKart.com , holds that this could be the young Noodles realizing what Max is up to and deciding to play his part in it. He "finally understands the master plan of Max to escape from the miserable gangster life, etc." But the site Aural Crave puts forward another theory, one more often echoed: "Maybe it's inside that smile that Noodles imagines what we see in the movie, like an unconscious projections of his wish that his friend is still alive, and he [shouldn't] have any remorse about his death."

The sequence then suggests that everything that happened after Noodles entered the den –– his escape to Buffalo, his return to New York, Max's rise to prominence and impending fall –– was a product of an opium-induced dream. Noodles' version of a happy ending is his friend surviving long enough to reveal a 30-year betrayal, and then once again coming under Noodles' power by making that request. Perhaps the ambiguity of Max's final fate is Noodles' own indecisiveness. He's not sure whether he wants his friend to survive or not; he just knows he doesn't want to be the one to kill him.

Common Sense Media

Movie & TV reviews for parents

For Parents
For Educators
Our Work and Impact

Or browse by category:

Get the app
Movie Reviews
Best Movie Lists
Best Movies on Netflix, Disney+, and More

Common Sense Selections for Movies

50 Modern Movies All Kids Should Watch Before They're 12

Best TV Lists
Best TV Shows on Netflix, Disney+, and More
Common Sense Selections for TV
Video Reviews of TV Shows

Best Kids' Shows on Disney+

Best Kids' TV Shows on Netflix

Book Reviews
Best Book Lists
Common Sense Selections for Books

8 Tips for Getting Kids Hooked on Books

50 Books All Kids Should Read Before They're 12

Game Reviews
Best Game Lists

Common Sense Selections for Games

Video Reviews of Games

Nintendo Switch Games for Family Fun

Podcast Reviews
Best Podcast Lists

Common Sense Selections for Podcasts

Parents' Guide to Podcasts

App Reviews
Best App Lists

Social Networking for Teens

Gun-Free Action Game Apps

Reviews for AI Apps and Tools

YouTube Channel Reviews
YouTube Kids Channels by Topic

Parents' Ultimate Guide to YouTube Kids

Explaining the News to Our Kids

Family Tech Planners
Digital Skills
All Articles
Latino Culture
Black Voices
Asian Stories
Native Narratives
LGBTQ+ Pride
Best of Diverse Representation List

Celebrating Black History Month

Movies and TV Shows with Arab Leads

Celebrate Hip-Hop's 50th Anniversary

Once upon a time in america, common sense media reviewers.

Complex gangster epic has strong violence, sex.

Once Upon a Time in America Poster Image

A Lot or a Little?

What you will—and won't—find in this movie.

As with most gangster movies, there is the usual "

Characters are mostly on the wrong side of the law

Two scenes of a man raping two different women. Me

Full-frontal female nudity. Topless women. Woman's

Very strong language includes uses of "f--k," "s--

A character frequents opium dens; he's shown smoki

Positive Messages

As with most gangster movies, there is the usual "crime doesn't pay" theme. In the very end, one character learns forgiveness, walking away rather than exacting revenge.

Positive Role Models

Characters are mostly on the wrong side of the law, treating women poorly, etc.

Violence & Scariness

Two scenes of a man raping two different women. Men threatening women. Guns and shooting. Stabbing. Characters die, dead bodies. Bloody face, bloody wounds. Punching, fighting. Brass knuckles. Choking with chain. Kicking in private parts. Raging/yelling. Newsstand set on fire. Urinating.

Did you know you can flag iffy content? Adjust limits for Violence & Scariness in your kid's entertainment guide.

Sex, Romance & Nudity

Full-frontal female nudity. Topless women. Woman's naked bottom. An older man has sex with a teen girl; his naked bottom is shown thrusting. Teen sex; strong material regarding teens and sex (a boy rubs up against a girl, shows her his privates -- not seen -- and "pays" her with pastries in exchange for sex). Man kissing/rubbing his face in a woman's cleavage. A man and woman kissing, making moaning sounds. Sexual artwork on walls. Strong sex talk, strong sexual situations.

Did you know you can flag iffy content? Adjust limits for Sex, Romance & Nudity in your kid's entertainment guide.

Very strong language includes uses of "f--k," "s--t," "c--k," "p---y," "bitch," "bastard," "a--hole," "ass," "goddamn," "damn," "piss," "screwed," and "tush," plus "Jesus Christ" as an exclamation.

Did you know you can flag iffy content? Adjust limits for Language in your kid's entertainment guide.

Drinking, Drugs & Smoking

A character frequents opium dens; he's shown smoking and drifting off. Regular social drinking and smoking (cigars). Main character very drunk in one scene, passes out.

Did you know you can flag iffy content? Adjust limits for Drinking, Drugs & Smoking in your kid's entertainment guide.

Parents Need to Know

Parents need to know that Once Upon a Time in America is an epic gangster movie, considered a classic, and in a league with the Godfather movies and GoodFellas . It has a complex structure, and it's a slow burn, but for mature viewers, it's a great piece of filmmaking. It contains extremely strong violence, including two disturbing scenes of rape, as well as many scenes of guns and shooting, stabbing, fighting, blood and death, and more. Full-frontal female nudity is shown as well as other female toplessness. Teen sex is an issue; young characters trade pastries for sex with a teen girl. Some sex talk, and sexual situations are quite strong. Language is also strong, though not constant, with uses of "f--k," "s--t," "a--hole," "c--k," and most other words under the sun. The main character frequents opium dens, and gets very drunk (and passes out) in one scene. Characters drink and smoke socially throughout. This review pertains to the most up-to-date, restored version, running 251 minutes. To stay in the loop on more movies like this, you can sign up for weekly Family Movie Night emails .

Where to Watch

Videos and photos.

Community Reviews

Parents say (10)
Kids say (14)

Based on 10 parent reviews

Sergio Leone's epic gangster masterpiece.

A really really long well told story, what's the story.

In ONCE UPON A TIME IN AMERICA, David "Noodles" Aaronson ( Robert De Niro ) has to get out of town. He goes by a train station locker to retrieve what he thinks is a suitcase full of money, but the money is gone. In flashback, Noodles is a boy on the streets of New York. He falls in love with the pretty Deborah ( Jennifer Connelly ) and meets his lifelong friends, Max, Cockeye, and Patsy, with whom he embarks upon a life of crime. After a tragic death he goes to prison; when he gets out, his gang has reached adulthood, and prospered through illegal booze during Prohibition. Max ( James Woods ), Cockeye (William Forsythe), and Patsy (James Hayden) continue to do business while Noodles tries to win back the grown-up Deborah ( Elizabeth McGovern ). When Prohibition ends, Max begins to plan a big robbery. Noodles makes a hard choice, but years later, he receives a mysterious invitation. Who sent it, and wherever did the locker full of money go?

Is It Any Good?

Sergio Leone 's final movie, in the works for a decade or more, is a true epic, a great, sprawling folly, filled with big and small moments, rage and regret, noise and quiet, pugnaciousness and poetry. Based on a novel by Harry Grey, Once Upon a Time in America was infamously chopped to pieces upon its original 1984 American release, and, after a disastrous reception, was restored to a 229-minute version by year's end. In 2012, it was further restored to 251 minutes (just a tad shy of Leone's preferred 269-minute version). The complex structure includes many flashbacks and flash-forwards as well as an opium-fueled sequence or two, so it requires strict attention.

Although it's punctuated with scenes of brutal violence, including two hard-to-watch rape scenes, the movie is an overall slow burn with many sequences so quiet and reflective that they could be dreams. Many of Leone's touches, such as his use of silence to delay violence, are still here, but more refined for the urban landscape. Ennio Morricone contributes a beautiful, melancholy score, led by a flute that Forsythe's character plays on-screen. The cast, also including Joe Pesci , Burt Young , and Treat Williams , is uniformly excellent. ( Louise Fletcher appears exclusively in restored footage.) Once Upon a Time in America is an essential entry in the gangster genre, worthy of mention alongside the Godfather movies and GoodFellas .

Talk to Your Kids About ...

Families can talk about Once Upon a Time in America 's violence . How strong is it in relation to the story? Does it seem excessive? What effect does it have?

How is sex shown in the movie? Is it violent in nature, or loving?

How is alcohol important to the plot? What was Prohibition and how did gangsters profit from it? How are drugs used in the movie?

What's the appeal of the gangster genre? Are gangsters role models in any way? What lessons are learned?

Is it easy or hard to watch a very long movie like this one? How different is it from watching a season of a television show?

Movie Details

In theaters : June 1, 1984
On DVD or streaming : January 9, 2002
Cast : Robert De Niro , James Woods , Elizabeth McGovern
Director : Sergio Leone
Studio : Warner Bros.
Genre : Drama
Run time : 251 minutes
MPAA rating : R
MPAA explanation : strong violence including a scene of rape, sexual content, language and some drug use
Last updated : March 13, 2024

Did we miss something on diversity?

Research shows a connection between kids' healthy self-esteem and positive portrayals in media. That's why we've added a new "Diverse Representations" section to our reviews that will be rolling out on an ongoing basis. You can help us help kids by suggesting a diversity update.

Suggest an Update

Our editors recommend.

The Godfather

Road to Perdition

Drama tv for teens, courtroom dramas.

Common Sense Media's unbiased ratings are created by expert reviewers and aren't influenced by the product's creators or by any of our funders, affiliates, or partners.

Once Upon A Time In America Review

01 Jan 1984

139 minutes

Once Upon A Time In America

Let's get our heresies out of the way early on; the film that Once Upon A Time In America is often compared to is, of course, The Godfather. They share superficial similarities: both are epic in scope and exceedingly long. They both have at their heart a history of immigrants and the lure of criminality to the poor; they both traverse decades and they both paint a picture of the birth of 20th century urban America.

Leone's film is arguably the better of the two - if the less popular - eschewing, as it does, the soapy melodramatics of Coppola's family saga in favour of less audience-friendly, but more intriguing, ambiguity and symbolism.

Superficially, it is a gangster film. There are gangs and guns and drive-bys; speakeasies and Prohibition. But in the midst of the familiar trappings, Leone investigates the more resonant, enigmatic themes of time, identity and the reliability of memory. And he does it with incredible technical skill.

Leone is above all a master visualist and his movie is drenched in imagery pregnant with meaning. In the early portion of the film, we follow the adolescent Noodles and Max as they exuberantly roll drunks, torch newspaper stands and form the friendship that will become one of the film's central thematic pillars. Here the looming Manhattan Bridge seems to offer a way out of the poverty stricken ghetto, but nobody ever crosses it.

Later in the film, before the gruelling rape sequence, Noodles dines in a vacant ballroom - an infantile, sociopathic vision of loving gesture, and of course it reveals Noodles as a man who must own the object of his love completely. After it, he stands in a dishevelled tuxedo against a blue-grey seascape, a scene as drained of colour as Noodles now is of redeeming moral worth. But, to get to the point, what is it all about?

Since its release, the complex structure of the movie has left audiences and critics slightly baffled. It's a movie that seems to offer no real resolution. Or at least no easy one. Who took the money from the case at Grand Central Station? How does Max survive what appears to be his murder? And what happens to him in the end? Does he fling himself into the garbage truck after Noodles' final visit? If he does, then the film takes on an unambiguously judgemental tone. The man who came from trash, and reduced a culture to trash, finally reduces himself to trash. Or does any of it actually happen at all?

One fascinating reading of the film, suggested by Leone and investigated by Christopher Frayling in his biography Something About Death, is that the film takes place - in its entirety - in one moment in 1933. Noodles enters the opium den after his betrayal has left his friends dead. He lies on his cot and, in a single moment signified by the enigmatic smile that concludes the film, remembers his past and dreams a possible future.

In the end, Once Upon A Time In America, like all great art - and that is surely what it is - stubbornly resists a final, authoritative interpretation. It places us resolutely alongside the mystified Noodles, desperately searching for a coherence to his life which is probably unobtainable.

Movies | 20 03 2021

Movies | 11 05 2016

One of the Best Movies About America Was Made By an Outsider

Sergio Leone's crime epic Once Upon a Time in America gracefully depicts the brutality of our country, particularly for immigrants brave enough to enter its borders.

Architecture, Stage, Performance, Arch, Event, Performance art, Performing arts, Scene, Shadow, Musical,

American-born filmmakers have long devoted themselves to capturing the essence of our nation on film. Classics like On the Waterfront or The Last Picture Show are iconic for their honest, nuanced portrayal of a country that is as broken as it is proud. But sometimes it takes an outsider to expose the truth of a place, and no film has encapsulated the glorious, menacing tragedy of our country quite as ravishingly as Sergio Leone in Once Upon a Time in America .

A stratosphere-scraping citadel of cinema, nearly everything about Leone’s last film—and greatest masterwork—speaks to the grand illusion of the American Dream. Narratively, it is steeped in the rich, aggressively violent history of the early days of our immigrant-hating nation, depicting quite brutally the underpinnings of male-oriented corruption that render many of today’s power structures. Contextually, the film as a cultural moment speaks to the agony and ecstasy of Americana, a great movie that was infamously botched upon release in one of the most shameful studio mishaps of our time, shortly preceding the heartbreaking death of Leone—which raised many to believe that the intensity and tragedy of America itself is what brought the Italian auteur to heart failure.

Originally a nearly six-hour epic, the 229-minute film spans an entire lifetime of Jewish immigrants-turned-mob bosses. Led by Robert De Niro and James Woods, Leone charts their rise from the Jewish ghettos of turn-of-the-century New York City to a life of lavish excess, corruption, misogyny, and betrayal as stilted grown men. Told in a kaleidoscope of unchronological fragments, the film presents the emotional passage of these two men, Noodles and Max, as they recklessly tear their way through an unmerciful society of systemic oppression and cruelty. It is smarter, superiorly affecting, more artfully shot, edited, and scored than any film of its ilk—a bonafide champion of the form, tragically overlooked in our culture.

Hat, Headgear, Flat cap, Photography, Portrait, Fashion accessory, Cap, Suit, Fedora,

When the movie premiered out of competition at the Cannes Film Festival in 1984, it received a 15-minute standing ovation. But at its U.S. premiere later that year, it was discarded by critics and audiences alike, with some calling it the worst film of the year. After Leone had delivered his 229-minute cut, the American distributors at the Ladd Company shortened the film to a measly 139 minutes against the director’s will, which, according to the lore, was done by an assistant editor from Police Academy . It was an act so contentious and poorly executed that the unbelievable soundtrack by Ennio Morricone, without argument one of the best in all of cinema, was disqualified for Academy Award consideration because the producers failed to properly credit him in their new cut of the film. In fact, the film itself, after getting such exceptional praise in France, didn’t receive a single nomination here in the States at all.

It wasn’t until 2012 that American audiences got to see an approximation of Leone’s grand, nearly four-hour vision, when Martin Marin Scorsese managed to restore most of the film for a Cannes screening and DVD/Blu-Ray re-release.

.css-f6drgc:before{margin:-0.99rem auto 0 -1.33rem;left:50%;width:2.1875rem;border:0.3125rem solid #FF3A30;height:2.1875rem;content:'';display:block;position:absolute;border-radius:100%;} .css-1aglugu{font-family:Lausanne,Lausanne-fallback,Lausanne-roboto,Lausanne-local,Arial,sans-serif;font-size:1.625rem;line-height:1.2;margin:0rem;}@media(max-width: 48rem){.css-1aglugu{font-size:1.75rem;line-height:1.2;}}@media(min-width: 64rem){.css-1aglugu{font-size:2.375rem;line-height:1.2;}}.css-1aglugu b,.css-1aglugu strong{font-family:inherit;font-weight:bold;}.css-1aglugu em,.css-1aglugu i{font-style:italic;font-family:inherit;}.css-1aglugu:before{content:'＂';display:block;padding:0.3125rem 0.875rem 0 0;font-size:3.5rem;line-height:0.8;font-style:italic;font-family:Lausanne,Lausanne-fallback,Lausanne-styleitalic-roboto,Lausanne-styleitalic-local,Arial,sans-serif;} What distinguishes Leone’s epic from the other great American films is its startling dedication to the portraying reality of this country.

What distinguishes Leone’s epic from the other great American films is its startling dedication to the portraying reality of this country. Unlike the sympathetic, ever-glorifying quality of mob films like Goodfellas or The Godfather (the latter of which Leone actually rejected the offer to direct in favor of this film), the gangsters in Once Upon a Time in America are just downright appalling. Whereas The Godfather construes benevolent figures like Clemenza or Marlon Brando’s puppy dog-like Don Corleone, Leone envisions mobsters for who they truly are: chauvinistic, sociopathic, emotionally splintered plagues to society.

In this way, the film becomes surprisingly prescient again today, because Once Upon a Time in America is as much a crime epic as it is an intricate exploration of entitled young men who might today call themselves incels: aggressively masculine, dismissive of women, yet violently obsessed with achieving sexual dominance.

Face, Head, Nose, Forehead, Cheek, Eye, Human, Smile, Art,

Fitting in to the ever-burdensome history of American cinema’s fascination with sexual violence against women, Once Upon a Time in America features a vicious rape sequence that illustrates terrifyingly the wicked dangers of this form of male behavior. While I’d never advocate for films that indulge in this sort of tired rape narrative, it feels only natural that a movie immersed in American history and culture would have such a fascination with violence against women.

Face, Eyebrow, Forehead, Nose, Cheek, Chin, Head, Lip, Skin, Close-up,

There are three eras of our nation portrayed non-linearly in the film: the hard Jewish ghettos of Manhattan’s Lower East Side in the 1920s, the Great Gatsby -esque exuberance of the 1930s Prohibition, and then the dark, gang-ridden streets of 1968 New York, post-modernity. Leone seeks to capture each era of New York with poetic truth on camera and in spirit. The early days of De Niro’s Noodles are full of childlike wonder for the Big City that so many have used as a synecdoche for our country as a whole. The wide shot of Noodles’s gang walking in Lower Manhattan with the massive Manhattan Bridge looming in the background has become iconic, with the old bridge looking almost like a hulking giant of fairy tales. Later, when De Niro’s character is released from prison, the Prohibition era of New York is portrayed almost like a playground for men of power, with rich decor, gaudy costumes, and grandiosity spilling into every frame.

And then Leone’s vision for the New York of 1968 is foreign and strange, perhaps reflective of what his view of the country may have felt like, being an aging Italian native making films in an industry that had deeply shifted from its auteristic roots, with frisbees whizzing around the city like UFOs and Rockwell-esque bar scenes amidst darkened corridors appearing almost like dreams.

The deeply mysterious ending of Once Upon a Time in America has puzzled viewers for decades. The film, which begins on an image of De Niro as a young man in 1930s New York silencing the terror of his tormented criminal life by suckling on a long pipe in an opium den, also ends with the same scene—although this time, Noodles is lying with his face up, smiling at the camera. Was it all a dream? Or perhaps a nightmare?

Face, Head, Forehead, Skin, Nose, Lighting, Cheek, Sleep, Mouth, Ear,

One cannot help but wonder what this ending may have meant to Leone, a filmmaker who was as profoundly influential to American cinema and culture in general as he was indebted to it. His obsession with cowboys in the American west, and the lawlessness of a country that, from its earliest days, was relentless against the weak and uninitiated, may have imbued the director with this mystifying sense of narrative and moral ambiguity.

Leone died shortly after the film was released in its ruinous form by studio producers keen on presenting a more traditional movie for the multiplexes. His colleagues and collaborators have spoken at length in interviews about how the changes to Once Upon a Time in America deeply hurt the last great Italian auteur, with James Woods even going as far to say that Leone died of a broken heart. Today, in light of what the film tried to accomplish, and how it was treated upon release by a changing 1980s culture where the divide between the Raging Bulls and the Rocky IV s was ever-widening, the ending feels exceptionally haunting. Whatever the meaning, it feels only natural that a film about the American dream should end with something resembling a nightmare.

@media(max-width: 73.75rem){.css-1ktbcds:before{margin-right:0.4375rem;color:#FF3A30;content:'_';display:inline-block;}}@media(min-width: 64rem){.css-1ktbcds:before{margin-right:0.5625rem;color:#FF3A30;content:'_';display:inline-block;}} Movies

42 Questions I Have After ‘Challengers’

The 40 Best Movies About Sex

The 25 Greatest War Movies of All Time

kirsten dunst, civil war official trailer

The Ending of ‘Civil War’ Should Scare You

Wagner Moura Is Chasing the Truth

The 64 Best Documentaries of All Time

The 27 Greatest Western Films Ever Made

‘Civil War’ Is Almost Here to Fill You with Dread

Give Me ‘The Crow’ or Give Me Death

late night with the devil teaser trailer

The Best Horror Movies of 2024 (So Far)

daniel craig, glass onion a knives out mystery

The 50 Best Movies to Stream on Netflix Right Now

Why “Once Upon A Time In America” Is One Of The Greatest Films Ever Made

Released in 1984, “Once Upon A Time In America” proved to be director Sergio Leone’s final cinematic statement. Most famous for films like “The Good, The Bad & The Ugly” and “Once Upon A Time In The West”, he spent over ten years planning “America”. Loosely based on a novel called “The Hoods” by Harry Grey, which was purported to be based upon real events, “Once Upon A Time In America” is a film that truly surpasses and transcends its genre trappings, addressing issues and ideas that are at the fabric of life such as loyalty, friendship, betrayal , vengeance, survival and the concept of time.

This is the rarest of rare film where every single filmmaking element such as writing, direction, acting, score, cinematography, production design and the like fit together and complement each other in the most perfect way. It is still the yardstick to which all others must be measured.

“Once Upon A Time In America” is most definitely something of an acquired taste. Long, challenging and rambling, it can very well lose and alienate some viewers. It’s like heavy machinery-not for everyone. However, if one is patient and works with it, going where it takes them, it can be an incredibly rewarding and enriching experience.

For me, it’s the first film that taught me about subtext in cinema, and the way that a shot, a word, a look or a gesture, whether they be physical or spiritual, can say more than a million words ever could. It taught me to dive under the surface of a film, and is still one that resonates with me quite deeply thirty years since its initial release.

From a narrative perspective, it charts the rise and fall of Jewish gangsters in New York over the course of fifty years. It concentrates on three time periods in the lives of its characters, primarily focusing upon David “Noodles” Aranson (Robert De Niro) and Maxamillian Berkowitz (James Woods). First of all, you have 1921 or thereabouts, where the characters are entering adolescence and working their way up the ladder or organised crime. The bulk of the film is set in and around 1933, during the Prohibition period. Finally, there is a latter narrative strand that picks up the story in 1968.

The film features a highly fractured, non-linear approach to tell its story. For the first half hour or so, it jumps continually back in time, confusing the absolute hell out of the viewer but at the same time drawing them in. We first meet Noodles in 1933, fleeing from something that has happened, something that has caused the deaths of those nearest and dearest to him. We also subsequently meet him again in 1968, returning to the neighbourhood in which he grew up, one he fled thirty-five years previously.

In an unhurried style and approach, “Once Upon A Time In America” begins to slowly reveal itself. There is a constant ringing sound of a telephone early in the film. We learn about that phone call and the subsequent reverberations it has on Noodles, further fueling his submergence into drug addiction. We first meet him in an opium den, well and truly in the throes of addiction.

Upon his return, we start to get an extended glimpse into the earlier life of Noodles, Max and their friends when they were children. We also encounter the undying love he holds for Deborah, beautifully played as a child by Jennifer Connolly (in her film debut) and the striking Elizabeth Mc Govern as an adult. It is here that the film really hits upon something in the way it depicts Noodles and his friends, Patsy and Cockeye, trying to rise up the ranks of the criminal world. It also displays how Max becomes part of this crew and something of a blood brother to Noodles.

Not only do you have the personal factor of these kids trying to find a way in a tough and unforgiving world where only the strong survive, it also serves as a commentary of America in its early years and the way it is trying to establish and make something of itself. That personal/world view parallel is something that Leone creates beautifully and never overdoes.

Even though it deals with organised crime, there is a lightness of touch to the scenes where we see the younger selves of the characters in regards to narrative structure and arc. Never has there been an actor matchup between younger versions of characters and their older selves, with another set of actors, that has been so perfectly tuned.

This, however, is corrupted and violated in an irreversible way when Noodles murders his rival, Bugsy, and a police officer in vengeance for Bugsy killing the youngest of the gang, Dominic. There is a stunning sequence where Noodles, in the back of a paddy wagon, waves goodbye to Max and the rest of the gang. It is the first step that takes us towards the lower depths to which Noodles will succumb to as the story progresses.

The story picks up when Noodles is released from jail as an adult. The gang have made good with the rise of Prohibition and their work as bootleggers. Noodles still holds a candle for Deborah, who has avoided the life of crime and become an actress. Conflict arises between Noodles, who is content with what they have, as opposed to Max, who is making connections on both a criminal and political level to further raise their profile and exposure, something Max, on several occasions, doesn’t agree on. This will reach a tipping point, which will cost the lives of those nearest and dearest to Noodles. Also, while an essentially decent man, Noodles is very much torn between this decency and his more base, ruthless side.

This is never more evident than in a remarkable sequence where he finally takes Deborah out on a date. It reaches a shocking, deeply disturbing and irreversible end. This is the first step that sends Noodles hurtling towards the opium dens and escape.

The latter sequences of “Once Upon A Time In America” see Noodles confront his part in the physical and spiritual sense. We also see his connection with one Senator Christopher Baily, who is involved in a scandal during that time.

What makes this film fly above all the others? Apart from the aforementioned combination of cinematic elements, it is the way the story is told that spellbinds the viewer. Leone creates a world that is incredibly easy and seductive to get lost in. This film was made in a day before CGI was a prevalent as it is now. The street scenes set in the early Twenties were done for real, created on studio backlots, an art form that is lost in modern movie making.

Also, composer Ennio Morricone, in perfect ‘simpatico’ with his director, had most of the score written and recorded before a single frame was shot. The soundtrack was played on set, really infusing the making of the film with a sense of character that fit brilliantly.

The ‘rise and fall’ element of the crime story is compelling in itself. However, the way it serves as a microcosm for the ‘growing up’ of America as a country is what really sets it apart. Lifted by some remarkable performances, particularly those of De Niro and Woods, it paints a pertinent and unforgiving portrait of a nation forming itself.

It is, at times, an incredibly ambiguous story. For years, the idea of the ‘dream theory’ has floated around in regards to how one interprets “Once Upon A Time In America”. Think of the first and last time we meet Noodles in this story, the exact location. We meet him in an opium den. This is a gorgeous illustration of the idea of the ‘unreliable narrator’ or the fact that we see the story from the perspective of a blown mind.

The ‘dream theory’ goes as thus. Everything until the death of Max, Patsy & Cockeye is real, as is the pursuit of gangsters from ‘The Combination’ looking for Noodles and slaying or beating anyone who dares to get in their way. However, the latter day scenes in the film, set in 1968, may not in actual fact be reality and could be nothing more than an opium dream Noodles is having.

The surprising scene, such as when Noodles meets Deborah’s son, David, manage to be both plausible and exaggerated at the same time. Ditto the story arc involving Senator Baily. However, at the same time, one notices details that are dead on to that part of the era, such as the cars, television and hippies in the background on one shot set in a train station. Personally, I can see evidence for both interpretations. However, I just like to let that train of thought and interpretation hang there and be ambiguous.

Why isn’t this masterpiece more well-known than it is? That all goes back to the studio on its initial release. In their infinite wisdom, they cut a near four hour film down to nearly two and a half and recut all the scenes into chronological order, thereby creating an incomprehensible mess, totally destroying Leone’s vision and intent.

Thankfully, the full 227 minute cut was the one that was finally seen by the majority of the world. It was a film that should have been up for multiple Oscars, but was handled in an incredibly negative way by its studio, totally unaware of what they had. The score, considered by many to be Morricone’s finest, didn’t even make it for an Oscar nomination because the proper paperwork wasn’t filed!

Now at a time when we’re past all that, thirty years down the track, one can appreciate the film for what it is; nothing short of a masterpiece. It continues to remain a noble, bold and challenging work, looking at some of the big themes and concepts that define life. Although blessed with an at times wicked sense of humour – check out the “Thieving Magpie” scene in the hospital, where the gang, disguised as doctors, change the babies around in the maternity ward in order to blackmail a policeman – there is a complete lack of the ironic, hip humour that defines other gangster films.

Instead, there is this sense of melancholy that permeates the frame, especially after the deaths of the majority of the gang and an older Noodles (a superior makeup job on De Niro) facing his past and all that it entails.

Some accuse the film of misogyny, particularly in relation to its graphic and disturbing rape scenes. While confronting in the extreme, I feel that Leone is simply depicting and describing the ‘world of men’, with his view on women reflecting those views of Max and Noodles. Namely, the extreme view of ‘the madonna or the whore’. To these men, there is no middle ground. They are one or the other, and is something they, as men, struggle with through their lives.

Author Bio: Neil is a journalist, labourer, forklift and truck driver. In a previous life, he was a projectionist for ten years. He is a lifelong student of cinema.

6 Replies to “Why “Once Upon A Time In America” Is One Of The Greatest Films Ever Made”

One of my all time favorites, I saw the edited version once when it first came out and thought it was pure garbage. Wasn’t until a year later that I saw the full length version on HBO and was blown away by it. What Warner Bros. did to it was a cinematic crime. Can’t wait until the 4 1/2 hour Leone cut is restored, it has a whole lengthy scene with Louise Fletcher.

That version was kinda restored last year. Warner Bros. released a 251-minute cut, whichis the closest match we’ll likely ever get to what was shown in Cannes in 1984.

God, I wish I could agree with you, since this is the thematic sequel to my favorite film Once Upon A Time In tHe West. But Leone veers into self-parody here, that phone ringing scene being a prime example. Not even shot in Leone’s widescreen canvas, lead performances are either underacted (DeNiro) or over James “Don’t call me Psycho!” Woods. This even makes Tuesday Weld look bad, and I didn’t think that was possible. The cast gets worse in the badly made-up old age sequences. Ultimately they’re out-acted by their kid couterparts. Have to agree with the critic who said Leone never should’ve left the West. The brilliant compositions he earlier achieved nullified by urban territories and twitchy Method actors, who seem to have forgotten their Jewish roots in adulthood.

Wow! Could not agree less with you! In fact, in its entire 251-minute cut that was finally released in Blu-ray last year, I consider Once Upon A Time In America not only one of the ten, if not five, greatest films EVER made, but simply one of the greatest works of Art – all disciplines confounded – ever! To each his own, I guess…

Brian likes telling people how wrong they are when it comes to film. Seriously check out his disqus comments. Its a freakin love letter to the self-important cinema hipster who thinks his opinion trumps everyone else.

Lol wow, your right.

Once Upon a Time in America

A former Prohibition-era Jewish gangster returns to the Lower East Side of Manhattan 35 years later, where he must once again confront the ghosts and regrets of his old life.
With the vivid memory of his long-gone childhood friends Max, Patsy, and Cockeye etched in his mind, his ferociously loyal partners-in-crime during their rise to prominence in New York's Prohibition-era Lower East Side, the defeated, penniless, and guilt-ridden former gangster David "Noodles" Aaronson returns to Manhattan. Not knowing what to expect on his mission to shed light on his opaque past, grizzled Noodles reunites with his only living friend Fat Moe after 35 haunted years of self-exile. However, the relentless, piercing sound of culpability stands in the way of finding closure, as the inscrutable content of a well-worn leather suitcase further complicates matters. And now, against the backdrop of a torn conscience, the sad, bittersweet recollections of more than 50 years of love, death, and everything in-between become inextricably intertwined, leading to even more puzzling questions. But what are a man's options when he is left with nothing? — Nick Riganas
Epic, episodic tale of the lives of a small group of New York City Jewish gangsters spanning over 40 years. Told mostly in flashbacks and flash-forwards, the movie centers on small-time hood David 'Noodles' Aaronson and his lifelong partners in crime: Max, Cockeye, and Patsy, and their friends from growing up in the rough Jewish neighborhood of New York's Lower East Side in the 1920s to the last years of Prohibition in the early 1930s, through to the late 1960s, where an elderly Noodles returns to New York after many years in hiding to look into the past. — Matthew Patay
The film is divided into three distinct time periods: 1920, 1932-3, and 1968. The story frequently jumps back and forth between these times, and is summarized chronologically here. Scenes presented in square brackets [like this] appear only in the 2012 Extended Director's Cut. In 1968, a middle-aged David "Noodles" Aaronson ( Robert De Niro ), returns to the Lower East Side of Manhattan, New York City, following a prolonged absence. He has been called back under mysterious circumstances: he's received a notice from a local rabbi telling him that the cemetery in his old neighborhood is being closed and the remains of those buried there are being moved. He sets himself up in with a room in a bar owned by an old friend, "Fat" Moe Gelly ( Larry Rapp ), and begins to investigate the summons he received. Having lived for years under the assumed name of "Robert Williams", Noodles is suspicious of the letter, thinking that he's been called back to see to the reburial of his old friends, Patrick "Patsy" Goldberg ( James Hayden ), Philip "Cockeye" Stein ( William Forsythe ), and Max Bercovic ( James Woods ), who he used to be in a gang with. Noodles believes someone is seeking revenge against him. In flashbacks to 1920, the boys grow up in poverty in a Jewish neighborhood on the Lower East Side. They ostensibly work for a young local Irish gangster named Bugsy ( James Russo ); however, Noodles (now played by Scott Tiler ) and his friends Patsy ( Brian Bloom ), Cockeye ( Adrian Curran ) and Dominic ( Noah Moazezi ), have ambitions to strike out on their own. One day, while attempting to "roll" a drunkard ( Gerritt Debeer ), they are foiled in their plot by Max ( Rusty Jacobs ), who has just moved into the neighborhood with his mother ( Marcia Jean Kurtz ). He keeps the drunk's pocket watch and leaves the boys to be harassed by a local policeman, Whitey (whom the boys call "Fartface") ( Richard Foronjy ), who constantly bullies them. Noodles finds Max later and demands the watch back. Whitey happens by and takes the watch for himself. Noodles and Max come to admire each others' resolve and decide to be friends. Though Noodles and Max share leadership of the gang, it is Max who is the more charismatic and makes most of the decisions for them. One day Patsy spies Whitey walking along the rooftops of the neighborhood and follows him. Patsy immediately realizes that Whitey is going to see their pre-teen (albeit physically matured) friend, Peggy ( Julie Cohen ), who prostitutes herself. The boys catch Whitey in the act and photograph him; Patsy quickly disappears with the film plate. Whitey acquiesces to their demands that, as the new gang in the area, he pay them as much in tribute as he does Bugsy and that he do some enforcement work for them. They also get their watch back from him and make him pay for Noodles and Max to have sex with Peggy. Noodles has long desired to become romantically involved with Fat Moe's ( Mike Monetti ) sister, Deborah ( Jennifer Connelly ); their father, Mr. Gelly ( Chuck Low ), owns the local kosher restaurant. While using the men's room in the restaurant, Noodles often spies on her through a small hole in the wall while she practices her ballet steps and undresses afterward. Deborah, however, mostly ignores his advances, with the exception of an intimate moment they share when the restaurant is closed during Passover. The boys become something of a success in their neighborhood, thieving houses and stores and rolling more drunks and other weaker types for small earnings that are substantial for themselves. When Bugsy hears that there's another gang that isn't under his control, he and his thugs horribly beat Noodles and Max just outside Deborah's father's restaurant during Passover. Bugsy steals all of the money that Noodles and Max have on them and warns the boys, "you work for me, or you work for nobody!" When Noodles pleads with Deborah to let him inside after the vicious beating, Deborah refuses. Undaunted, the boys meet with a local Italian mobster, Al Capuano ( Clem Caserta ), and show him an invention of Noodles' that will allow Capuano to keep all the imported cargo he illegally deals even after his ships crews are forced to throw it overboard by harbor customs agents. The first time the boys use Noodles' invention, it works perfectly and the boys are overjoyed at the cargo that floats to the surface. Max falls overboard and doesn't surface for a seemingly long amount of time. Worried that his friend has drowned, Noodles looks for him and is perturbed when Max finally appears having just faked drowning. Noodles is not amused. The invention is a success and the boys become very wealthy, receiving 10% of Capuano's earnings. They rent a train station locker and stash their cash earnings in a leather briefcase, promising that they will only withdraw or deposit funds from the locker when they are all present, and that the key will be kept by Fat Moe. On their way back from the station, they are attacked by Bugsy, who this time carries a pistol. Dominic is the only member of the gang who is shot by Bugsy (being the smallest, he is unable to run for cover as fast as his companions) and dies in Noodles' arms. Noodles retaliates and stabs Bugsy to death with a switchblade several times before two mounted policemen try to stop him. Noodles, still in a fit of rage, stabs one of the policemen before he is arrested and sentenced to 12 years imprisonment. His friends turn out to see him delivered to the juvenile reformatory. In 1932, Noodles is released from prison, where he is picked up by Max. Max explains that he and the rest of the gang have set themselves up in an undertaking business. However, the mortician's parlor is a front for their real business: bootlegging liquor, which has made them rich. According to Max, they run the most popular speakeasy in the city; they hide the scotch they serve in the building's steam heating system. A party is held for Noodles on his return and Max introduces him to some new associates, Frankie Manoldi ( Joe Pesci ) and his partner Joe ( Burt Young ). Frankie and Joe want the gang to rob a diamond broker's they own in Detroit. During the heist, Noodles is goaded by the broker's masochist secretary, Carol ( Tuesday Weld ), into assaulting and "ravishing" her; Noodles does so despite a stern warning from Joe not to abuse her. The gang meets with Joe to give him the diamonds and kill him and his men on Frankie's orders. Noodles, unaware of the deal that Max made with Frankie to murder Joe, is quite angry with Max; his reasoning is that their gang should not be liable to anyone like Frankie and should operate independently. Also, Noodles is concerned that one day Frankie may want Noodles or Max to eliminate the other. Max assures Noodles it will never happen. As they drive away from the scene, Noodles foolhardily drives their car off a long pier into the bay. [Everyone except Noodles escapes the car and surfaces. After a few minutes, the guys worry that Noodles may have been killed by a nearby dredging machine, but he appears soon after - a mirroring of Max tricking him when they were teenagers.] Some time later, in 1933, the gang then begins to aid a local union leader, Jimmy "Clean Hands" O'Donnell ( Treat Williams ), who has made a career of standing up to corrupt labor leaders, particularly a man named Crowning ( Gerard Murphy ). After rescuing Jimmy from Crowning's thug, Chicken Joe ( Richard Bright ), who is about to burn him alive, the gang offers their assistance to Jimmy, who initially refuses their help, not wanting to deal with men who operate in bootlegging, drugs or prostitution. Next, the gang turns their attention to a local labor strike being engineered by a celebrity police captain, Vincent Aiello ( Danny Aiello ). Aiello is being manipulated by the factory owners into allowing his officers to protect the scab workers the owners have allowed into their factory. The gang concocts a brilliant and diabolical scheme to switch Aiello's newborn son (his family's only boy after four girls) at the hospital: Noodles calls him just after he discovers the switch (the gang switched his boy for a girl in the nursery) and tells him to call off his officers and let the workers and management work out the strike. However, when Patsy tries to remember which baby they switched Aiello's boy for, he can't; he's lost the switch list with the child's number on it. The mix-up doesn't faze the gang, however, and they agree to simply give Aiello the number of a random boy from the ward, coldly laughing over the fates of some of the children they'd mixed up. During the time that the gang is expanding their business dealings, Noodles rekindles his romance with Deborah (now played by Elizabeth McGovern ). He arranges for a lavish vacation for them both at a posh resort in the Hamptons that is closed for the season. Revealing that his desire to be reunited with her was what drove him to see through his prison term, Noodles admits his love for Deborah; however, she is still reluctant to get romantically involved with him, and reveals that she intends to leave for California to pursue her acting career. On their return trip back to the city in their limousine, Noodles rapes Deborah. Ashamed, he orders the driver (producer Arnon Milchan ) to take her home. [While drowning his sorrows in drink, Noodles meets a young prostitute named Eve ( Darlanne Fluegel ), who returns his affections and soon becomes his girlfriend; in his stupor, he spends their first night together calling her "Deborah".] Some time later that day, Deborah boards a train to California. Noodles (still dressed in his tuxedo from the night before), arrives and from a distance in the station, watches her leave. When the drunken Noodles calls out to Deborah, she closes the compartment blind when she sees him as the train pulls out of the station, leaving Noodles behind. After three weeks away, Noodles returns to the gang after Cockeye finds him in the opium dens of Chinatown smoking heroin and calling out for his lost love Deborah. Brought back to the gang's headquarters, Max fills in Noodles about what happened in his absence; the labor union paid off the gang and given Max a personal throne and made him full leader of the gang. While calling Max and Noodles for assistance, Jimmy is nearly killed on the street by Chicken Joe in a drive-by shooting. The gang retaliates, shooting at Crowning outside his club, killing his bodyguards, including Chicken Joe (but sparing Crowning who is unharmed, but shaken). With a wounded leg, Jimmy is crippled for the rest of his life but is able to continue his career. While they celebrate with Jimmy in the hospital, Jimmy's attorney, Sharkey ( Robert Harper ), tells the gang that Prohibition may soon end and they should think about entering legitimate business with their large fleet of bootlegging trucks, with Jimmy acting as their front. Max seems to like the idea, however, Noodles is unconvinced, still adhering to his old mantra of not working for anyone but themselves. Max suggests that Noodles' idea of business is too archaic and that they need to expand to make more money, but Noodles still adheres steadfastly to his street code. Also, Frankie Manoldi is seen arriving at the hospital and going to Jimmy's room. A few months later, Prohibition approaches its end, and the gang find themselves out of work. Noodles and Max take a vacation to Florida with their respective girlfriends, Eve and Carol. Not wanting to go into legitimate work, Max reveals an audacious plan to rob the Federal Reserve bank in Manhattan. Noodles thinks the plan is too outrageous, knowing that it almost certainly would get him and the rest of the gang killed. Carol - who by this time has joined the brothel that Peggy ( Amy Ryder ) runs in conjunction with the gang's speakeasy, and has become Max's girlfriend - tries to convince Noodles to get Max to abandon his plan, or tip the police to get Max arrested to give him time to think over the scheme's absurdity. Noodles plans to alert the police about a liquor exchange Max has planned with Cockeye and Patsy, which is set to take place a short time after the gang's party in celebration of the end of Prohibition. In the speakeasy office, Noodles makes an anonymous phone call to Police Sergeant Halloran to tip him off about the liquor exchange. Noodles hopes that with Prohibition near its end, Cockeye, Patsy and Max's arrest will lead to them serving short jail sentences and thus avoid the robbery. After Noodles makes the phone call, he sits alone for a while in the office. A few minutes later when Max joins him, Noodles again tries to advise him not to go through with the bank robbery. Max refuses and accuses Noodles of losing his courage. When Noodles tells Max that his idea and that Max himself is crazy, this suddenly provokes Max into viciously assaulting Noodles and beating him up. It is later revealed that just the word "crazy" is a sensitive topic and that it is a vulnerable fact of Max's life. It is revealed later that Max's father was mentally unbalanced and died in a sanatorium when he was a young child. Noodles shows up at the site of the liquor buy during a cold and rainy night and sees that Patsy and Cockeye have been killed, while Max appears to have been horribly burned beyond recognition. Noodles then goes to Chinatown with a newspaper detailing the police ambush and death of his friends to get "lost in the Chinks". Four mobsters show up at Noodles apartment looking for him (depicted in the first scenes of the film) and murder Eve after she refuses to tell them where Noodles is. Next, the mobsters go to Fat Moe's apartment and torture him to confess where Noodles is after they reveal that they know that Noodles tipped the police off which led to Cockeye, Patsy and Max being killed. When the mobsters arrive at the opium den (a run-down movie theater), Noodles is tipped off by the owners about the mobsters arrival and escapes. He goes to Fat Moe's and kills the thug left behind to watch Fat Moe. After learning from the bloodied Fat Moe that Eve is dead and that every gang member of the syndicate in the city is looking for him, Noodles (who cannot understand how the mobsters know all about it since he never told anyone about tipping off the police), retrieves the key to the locker at the train station. At the station, he finds that the money has been replaced with newspapers. Puzzled, Noodles buys a one-way bus ticket to Buffalo and leaves. During his sleuthing in 1968, Noodles finds out that his friends were moved to a different cemetery and an elaborate mausoleum was constructed for them. When the bronze doors to the mausoleum are opened, an automated recording plays the same Pan flute tune that Cockeye played when he was alive. He finds the key to the train station locker on a plaque inside that states Noodles himself put the plaque and key there to honor his friends. [Noodles then has a chance encounter with the cemetery's directress ( Louise Fletcher ); referring to himself by his "Robert Williams" identity, Noodles asks about "Mr. Aaronson"'s level of involvement in the mausoleum's construction, and whether she had any contact with him. She reveals that aside from his suggestion of the inscription above the bronze doors - "Your youngest and strongest will fall by the sword" - and providing a tape recording of Cockeye's song, he gave the architects free reign with regard to its building, and that the deal was finalized through his overseas bank account. During their conversation, Noodles notices that he's being tailed by the unseen driver of a Cadillac, which speeds away as he tries to approach it, although he manages to write down its license plate number.] He goes to the train station locker and finds the same leather case and more money inside totaling at least one million dollars. A note inside the case reads "Advance payment for your next job". [Noodles traces the Cadillac to the Long Island mansion of Christopher Bailey, the US Secretary of Commerce; the car suddenly explodes as he watches it leave via the front gate.] While at Fat Moe's bar, Noodles sees a TV news report that Bailey is under investigation for corruption; several witnesses set to testify against Bailey, including the passenger of the destroyed Cadillac (a District Attorney), have all died under mysterious circumstances. Noodles suspects a connection between Bailey and the money left to him. Before visiting Bailey's house under invitation to a party, he tracks down and talks to the elderly Carol (now living in a retirement home called the Bailey Foundation) who tells him that Deborah is once again living in the New York City area and is now a famous actress. [After seeing Deborah's Broadway performance of "Antony and Cleopatra"], Noodles visits her backstage; the two have a lengthy conversation, during which Noodles notes that the role of Cleopatra is perfect for her, since, unlike everyone else he knows from his past life, "Age (has) not wither(ed) her". Deborah's most important revelation is that she and Secretary Bailey are together, and have a grown-up son, also named David, who bears a striking resemblance to Max when he was younger. Secretary Bailey is, in fact, Max, and that night hosts the party, which is attended by many of New York's most influential people. [There, Bailey/Max is privately confronted by Jimmy, whose tenure as a union leader has become a front for criminal activities that are secretly supported by Max. However, their working relationship has turned sour, as Max has enough evidence with which to testify Jimmy and his colleagues' guilt before the corruption committee. He is responsible for the assassination of the District Attorney - an attempt on Max's life - and coerces him into signing documents transferring some of Max's power to him in exchange for David's financial stability and safety. As Jimmy leaves, he suggests that Max should avoid assassination altogether by committing suicide, which Max somewhat agrees with.] Noodles arrives at the party, and is brought before Max in his office, who reveals that - with the help of Jimmy and corrupt members of the police - he faked his own death during the liquor exchange where he was "killed" and has, for the past 30 years, created the Bailey persona as a disguise. With the threat of assassination looming over the upcoming investigation, Max tells Noodles that he is the only person that he will allow himself to be killed by (hence the money and the cryptic note in the suitcase), given that he took from Noodles what mattered most to him - the gang's money and Deborah. Noodles refuses the offer, and he continues to refuse to acknowledge that Max is alive, still referring to him as "Secretary Bailey" or "Mister Bailey". Noodles explains to Bailey/Max that he feels betrayed and has felt guilty for the entire span Max was gone, which is punishment enough. He leaves through a secret passage out of Bailey/Max's office. Out on the street outside Bailey's estate, Noodles catches a glimpse of Bailey/Max standing by the road. A garbage truck [which Noodles had noticed in his earlier scouting of the mansion] drives by, the augers in the back clearly visible. When the truck drives past, Bailey/Max is gone.... suggesting (but not concluding for certain) that Bailey/Max threw himself into the garbage truck blades to his death. As Noodles watches the red taillights of the garbage truck driving away down the road, the lights magically turn white, and they become the headlights of a convoy of cars from the 1930s driving by the Bailey mansion playing the Kate Smith song "God Bless America", akin to celebrations from the end of Prohibition. Noodles then walks away into the night, alone. The film ends back in 1933, with Noodles visiting a Chinese opium den in the immediate wake of his friends' death. Laying down after a few puffs from an opium pipe, he smiles as the closing credits roll. (It has been suggested by some fans, critics and film historians that the 1968 sequences were all part of an opium-induced dream experienced by Noodles, but this is all just speculation.)

Contribute to this page

Robert De Niro, James Woods, William Forsythe, Brian Bloom, Adrian Curran, James Hayden, Rusty Jacobs, and Scott Tiler in Once Upon a Time in America (1984)

See more gaps
Learn more about contributing

More from this title

More to explore.

Once Upon a Time in America (1984) – Review by Pauline Kael

October 17, 2016

Once upon a time in America - Noodles (Robert De Niro) in the Chinese opium den

by Pauline Kael

When Sergio Leone ’s epic Once Upon a Time in America opened here in June, 1984, in a studio-hacked-down version (cut from three hours and forty-seven minutes to two hours and fifteen minutes), it seemed so incoherently bad that I didn’t see how the full-length film could be anything but longer. A few weeks later, though, the studio people let me look at it, and I was amazed at the difference. I don’t believe I’ve ever seen a worse case of mutilation. In the full version, the plot, which spans almost a half century, was still somewhat shaky, but Robert De Niro’s performance as the Jewish gangster, Noodles, took hold, and the picture had a dreamy obsessiveness. I was excited about it and expected to review it a few weeks later, when it was to be released. But the opening was postponed, the weeks stretched into months, and by the time the full (or reasonably complete) epic showed at the New York Film Festival and began slipping into a few theatres, other films were making a more urgent claim.

There’s a special reason it lacked urgency: like the rest of Sergio Leone’s work, Once Upon a Time in America has no immediacy, no present tense. And being in many ways a culmination of his career it’s probably the least anchored of his films. Leone, who grew up in the Italian studio world (his father, Vincenzo Leone, was a pioneer director), isn’t interested in observing the actual world—it probably seems too small and confining. He’s involved in his childhood fixations about movies—stories enlarged, simplified, mythicized. (He only makes epics.) There’s no irony in the title: he uproots American Westerns and gangster pictures and turns them into fairy tales and fantasies. In this movie, a Jewish deli on the Lower East Side in 1921 is on a street as broad as Park Avenue and has a storeroom the size of a football field. Leone doesn’t care about the fact that it was the crowded, constricting buildings that drove the kids into the streets. He directs as if he had all the time in the world, and he has no interest in making his characters lifelike; he inflates their gestures and slows down their actions—every lick of the lips is important.

After we’ve seen conventional gangster pictures, the characters may become enlarged in our memories because of what they do and how the actors look as they’re doing it. Leone doesn’t bother to develop the characters—to him, they’re mythic as soon as he puts them on the screen. And in this movie, though he gives almost an hour to the childhood years of his gang of six Jewish boys (and a couple of girls), the camera solemnizes and celebrates these kids of ten and twelve and fourteen from the start. It’s like watching the flamboyant childhood of the gods. In a sense, what Leone gives us is predigested reveries; it’s escapism at a further remove—a dream-begotten dream, but a feverish one, intensified by sadism, irrational passions, vengeance, and operatic savagery. (In the genre he created, the spaghetti Western, the protagonist didn’t wait for his enemies to draw; he shot first.) Leone has found the right metaphor here: the movie begins and ends in an opium den, where Noodles puffs on a pipe while episodes of his life of killings and rapes and massacres drift by and a telephone rings somewhere in the past. The action is set in 1921, 1933, and 1968—but not in that order.

In its full length, the movie has a tidal pull back toward the earliest memories, and an elegiac tone. Partly, I think, this is the result of De Niro’s measured performance. He makes you feel the weight of Noodles’ early experiences and his disappointment in himself. He makes you feel that Noodles never forgets the past, and it’s his all-encompassing guilt that holds the film’s different sections together. De Niro was offered his choice of the two leading roles—Max, the go-getter, the tricky, hothead boss of the group, and the watchful, indecisive Noodles, the loser, who spends the years from 1921 to 1933 in prison. I respect De Niro’s decision, because he may have thought that the passive Noodles, whose urges explode in bursts of aggression against women, would be a reach, would test him. But I think he made a mistake in terms of what was best for the movie, which, despite its hypnotic bravura, lacks the force at its center that a somewhere-between-twenty-one-and-forty-five-million-dollar epic (depending on who is asked) needs. James Woods, who plays Max, dominated the short version; he actually provided its brighter moments, and it’s a sad thing when you go to a movie and look forward to seeing James Woods, whose specialty is acting feral. In the full version, De Niro gives the film its dimensions. He keeps a tiny flame alive in his eyes, and his performance builds, but Leone doesn’t provide what seems essential: a collision between Noodles and Max—or, at least, some development of the psychosexual tensions that are hinted at. (When Noodles and Max are young teen-agers and are murderously beaten by a rival gang, Noodles lies writhing and Max crawls toward him—it’s like Jennifer Jones and Gregory Peck at the end of Duel in the Sun .) The film’s theme is the betrayal of the immigrants’ dream of America; Max —ever greedy for more money, more power—represents the betrayer. By leaving the two men’s competition and love-hate as just an undercurrent, the film chokes off its dramatic core. And Noodles often seems to be contemplating his life instead of living it. He’s at his most assured— he comes into his own—when Noodles is about sixty; there’s something old about him from the start. (No one is less likely to be called Noodles.)

Leone wants the characters to be as big as the characters he saw on the screen when he was a child, and he tries to produce that effect with looming closeups and heroic gestures; the key thing for his actors is to have the right look. Yet, despite his having breathed and talked this movie for almost ten years before he started production, he made some flagrant mistakes when he got down to the casting. After you’ve seen his Once Upon a Time in the West , you can’t get the iconographic faces (Henry Fonda, Charles Bronson, Jason Robards, Woody Strode, Claudia Cardinale, Jack Elam, and all the others) out of your mind. But it’s almost impossible to visualize all of the five adult gang members in America, even right after you’ve seen the movie. Worse, they don’t have the basic movie-gangster characteristic: they don’t emanate danger. And although Deborah, the dancer-actress that Noodles loves all his life, is marvellously vivid in her young girlhood, when she’s played by Jennifer Connelly (who’s so clear-eyed she walks away with the twenties passages), the role of the adult Deborah is taken over by Elizabeth McGovern, who’s classically miscast. McGovern’s hairstyle is ferocious, she’s unflatteringly photographed, and she moves like a woman who has never got used to being tall. She looks dispirited, and the flair she shows in her comedy roles isn’t visible— she’s so bad you feel sorry for her. (She’s also the victim of a glitch in the film’s time scheme: Deborah goes off to Hollywood in 1933, and then we learn in 1968 that she’s now a big star.) McGovern’s inability to live up to the idea that she’s De Niro’s great love weakens the film’s showpiece romantic sequence, set in a vast Art Deco oceanfront restaurant on Long Island—a restaurant that is closed for the season but that Noodles has rented for the evening, with a full staff and a dance orchestra. The scene is meant to reveal Noodles’ yearning nature; it’s clear that Leone was thinking about Gatsby and lost dreams.

The other actresses fare much better. Tuesday Weld is in peak form as a nympho moll who becomes Max’s girl. She isn’t doing that anomic acting that made her tedious in films like Play It As It Lays and Who’ll Stop the Rain ; she looks great, and she has a gleam of perversity. She brings the film some snap and humor, and Woods has his best scene when he’s elated at showing the other guys how little she means to him —it may be the best scene he has ever played. And, as a young woman that Noodles takes up with, Darlanne Fleugel is Art Deco incarnate; streamlined and blond, she wears her sleek thirties gowns with spectacular ease. Her performance is simple and in beautiful control, and De Niro has a relaxed elegance around her. The film could have used much more of her; she sets off its architectural motifs—its arches and scallop shapes.

Unlike Westerns, where everything is even literally out in the open, gangster movies have a special appeal: we want to know more about the concealed lives of these hidden outlaws, and how they work. (That was part of the excitement of the Godfather pictures—the fullness of the crime-family details.) Leone doesn’t have enough interest in the real world to make the gang’s dealings with bigger mobs and its union tie-ins even halfway intelligible. That’s a real disappointment. You can’t figure out the logistics of the crimes; you don’t know what’s going on. What’s probably going on is that Leone, with his dislocated myths, is like Noodles amid the poppy fumes—he’s running old movies in his head. There’s nothing in the movie to differentiate Jewish crime from Italian crime or any other kind. Leone’s vision of Jewish gangsters is a joke. As a friend of mine put it, “it wasn’t just that you never had the feeling that they were Jewish—you never had the feeling that they were anything.” The movie isn’t really about America or about Jewish gangsters. But you can see why Leone was drawn to the subject: it was to create his widescreen dreamland view of the Lower East Side. That setting, filmed partly on a Brooklyn street near the waterfront, with the Williamsburg Bridge in the background, partly in Montreal, and partly on constructed sets in Rome, made it possible for him to transmute the Lower East Side settings of American gangster films—to give the genre a richer, more luxuriant visual texture. It’s typical of Leone’s grandiloquent style that the opium den, in the back room of a Chinese theatre, is sumptuous and large. And the Long Island restaurant that we see is impossibly lyrical and grand (the building is actually the Excelsior Hotel in Venice); it has to be archetypal for Leone, and it has to have an aura. Even though some of what he shows you defies common sense, visually he justifies his lust for the largest scale imaginable. He uses deep focus to draw details from the backgrounds into your awareness. The film is drenched in atmosphere, and you see more and more in the wide frames. You see howlers, too. One of my favorites is the gang’s storing its booty of a million dollars in a locker in Grand Central in the twenties and Noodles’ going to retrieve it in the thirties. But I imagine that if anybody had explained to Leone that those lockers were cleared every seventy- two hours he’d have brushed the fact aside as mere realism.

Just about all the incidents (including the palatial rented restaurant and the loot in the locker) echo scenes in Hollywood’s gangster movies. There’s the heart-tugger: the youngest and littlest member of the gang is the first to be killed. There’s the black-humor gag: Max drives a hearse to pick up Noodles at the penitentiary gates, with a hooker who’s ready and waiting stowed in a coffin. About all that’s missing is that Noodles, being Jewish, doesn’t have a boyhood friend who becomes a priest. Leone reworks the old scenes and embroiders on them. Our group of gangsters meet Tuesday Weld (and Noodles rapes her) in the course of an out-of-town robbery, when they’re wearing hankies over their faces; when they encounter her again in New York, they reintroduce themselves by tying their hankies on their faces. (The fellows ask her to guess which one raped her, and they unzip.)

The New Yorker , November 12, 1984

More: Movie reviews , Once upon a time in America , Pauline Kael , Sergio Leone , The New Yorker

SHARE THIS ARTICLE

The Garfield Movie (2024) | Review

Adventure, slapstick, and sentiment blend in the sixth big-screen outing of the voracious cat: Dindal and Reynolds (The Emperor’s New Groove) are a reliable duo.

Just the Two of Us (2023) | Review

MOVIE REVIEWS Just the Two of Us (2023) French: L’Amour et les Forêts Directed by Valérie Donzelli When Blanche crosses paths with Grégoire, she believes

Anselm (2023) | Review

The portrait of the German painter and sculptor Anselm Kiefer, one of the most innovative and significant artists of our time, captures his life, vision, revolutionary style, and immense body of work exploring human existence and the cyclical nature of history.

Explanation for Everything (2023) | Review

Abel is a high school student struggling to focus on his final exams, while being hopelessly in love with his best friend Janka.

Weekly Magazine

Get the best articles once a week directly to your inbox!

Share full article

Supported by

FILM: 'ONCE UPON A TIME INAMERICA'

By Vincent Canby

June 1, 1984

SERGIO LEONE, the Italian director who gave class to the term ''spaghetti western,'' has made some weird movies in his day but nothing to match ''Once Upon a Time in America,'' a lazily haullucinatory epic that means to encapsulate approximately 50 years of American social history into a single film.

Although it's set almost entirely in New York, and although it's about a group of tough, Brooklyn Jewish boys who speak American argot as they grow up to become legendary mob figures, the movie looks and sounds more authentically Italian than your average San Gennaro festival.

We've come to expect this sort of thing from Mr. Leone, whose best westerns, including ''The Good, the Bad and the Ugly'' and ''A Fistful of Dollars,'' are very personal, very Italian meditations on American movies that impressed him as a child. What is not expected is that his name should be attached to a film that makes so little narrative sense.

''Once Upon a Time in America'' is not a disaster on the order of ''Heaven's Gate.'' Having been cut from 3 hours and 47 minutes, which was its running time at this year's Cannes Festival, to its present time of 2 hours and 15 minutes, it plays like a long, inscrutable trailer for what might have been an entertaining movie. It is, I suppose, theoretically possible to remove that much footage from such a lengthy film and still have something coherent at the end, but this version seems to have been edited with a roulette wheel.

Like most films that have been so clumsily abbreviated, this shorter version of ''Once Upon a Time in America'' seems endless, possibly because whatever internal structure it might have had no longer exists. It's a collection of occasionally vivid but mostly unfathomable incidents in which people are introduced and then disappear with the unexplained suddenness of victims of mob murders.

The screenplay, by Mr. Leone and five others, cannot be easily synopsized. It begins in the 1920's in a long prologue set in the Williamsburg section of Brooklyn, the jungle where the five young friends, including Max and Noodles, learn their trade as petty thieves and arsonists. Though this is the most coherent portion of the film, the audience is inclined to become restless waiting for Noodles to grow up to be played by Robert De Niro, Max to be played by James Woods and Deborah, the girl Noodles loves, to be played by Elizabeth McGovern.

When, at last, the film does more or less leap to the early 1930's, Max has become the gang boss, Noodles his possibly psychotic lieutenant and Deborah a rising young Broadway dancer. Other characters who turn up in the course of the next 36 years of the story are a Jimmy Hoffalike union boss (Treat Williams), a Detroit housewife (Tuesday Weld), who makes something more than pocket money as a part-time prostitute, and a couple of hoods played by Joe Pesci and Burt Young.

Mr. De Niro and Mr. Woods might well be giving good performances, but it's impossible to tell from the evidence being shown here. At one point, the story appears to require that each assumes the other's character.

Mr. Williams is on screen such a short time that the role can be understood only if one knows something about the rise and fall of the real Jimmy Hoffa. It's just another example of the perverse ways in which this movie works that Deborah, as played by Miss McGovern, is far less appealing than she is as a mysterious, wide- eyed little girl played by Jennifer Connelly in the prologue. Only Miss Weld's performance seems to survive the chaos of the editing.

Nothing in the movie looks quite the way it should. Hilarious anachronisms abound, as might be expected in a production that was shot in Rome, Montreal and New York. When Deborah leaves for Hollywood from Grand Central, the terminal looks like Rome's and the 20th Century Limited like the Orient Express.

''Once Upon a Time in America,'' which is not to be confused with Mr. Leone's far wiser ''Once Upon a Time in the West'' (1969), opens today at the Beekman and other theaters.

Lives of Crime ONCE UPON A TIME IN AMERICA, directed by Sergio Leone; screenplay by Mr. Leone and Leonardo Benvenuti, Piero de Bernardi, Enrico Medioli, Franco Arcalli and Franco Ferrini, based on the novel ''The Hoods'' by Harry Grey; director of photography, Tonino Delli Colli; film editor, Nino Baragli; music by Ennio Morricone; produced by Arnon Milchan; released by Warner Bros. At Criterion, Broadway and 45th Street; Beekman, Second Avenue and 65th Street; Murray Hill, 34th Street, east of Lexington Avenue, and other theaters. Running time: 135 minutes. This film is rated R. NoodlesRobert De Niro MaxJames Woods DeborahElizabeth McGovern Jimmy O'DonnellTreat Williams CarolTuesday Weld JoeBurt Young FrankieJoe Pesci CockeyeWilliam Forsythe PatsyJames Hayden

Turn autoplay off

Turn autoplay on

Please activate cookies in order to turn autoplay off

Jump to content [s]
Jump to site navigation [0]
Jump to search [4]
Terms and conditions [8]
Your activity
Email subscriptions
Account details
Linked services
Press office
Guardian Print Centre
Guardian readers' editor
Observer readers' editor
Terms of service
Privacy policy
Advertising guide
Digital archive
Digital edition
Guardian Weekly
Buy Guardian and Observer photos

Today's paper

Main section
G2 features
Comment and debate
Editorials, letters and corrections
Other lives
SocietyGuardian
Life & style
Environment

Once Upon A Time In America

This week's films

Reviews in chronological order (Total 2 reviews)

Unknownusers, submitted on 21/09/2002 20:06.

21 September 2002 8:06PM

Recommend? ( 0 )
Report abuse

Link to this comment:

Submitted by liam de niro on 09/01/2004 14:19

1 September 2004 2:19PM

Today's best video

The week in tv, 'get your arse out, mate', spanish football player's stunning solo goal, whitewater kayaking: 'i wanted to spend every day on the river'.

Most viewed

Last 24 hours

2. The Amazing Spider-Man 2 review: 'so savvy, punchy and dashing that it won't be denied'
3. Quiz: Can you match each of these Bond villains with their own evil plot?
4. After Gremlins and The Goonies, what other 80s films need a remake?
5. Brendan Gleeson: sins of the fathers
More most viewed
3. My guilty pleasure: Kindergarten Cop
4. Mickey Rooney cuts family out of will
All today's stories

Film search

Latest reviews.

The Amazing Spider-Man 2 review: 'so savvy, punchy and dashing that it won't be denied'

Marc Webb's superhero sequel is savvy, punchy and dashing enough to stir the blood of even the most jaded adult, writes Xan Brooks

Noah review â 'a preposterous but endearingly unhinged epic'

The Double review â Richard Ayoade's dark doppelganger drama

Divergent review â lacks lustre and grit

A Story of Children and Film review â Mark Cousins's 'spine-tingling' visual essay

Martin Scorsese Saved Sergio Leone's Last Film After the Studio Butchered It

This crime movie was given a new lease on life by one of the world's top filmmakers.

The Big Picture

Sergio Leone's Once Upon a Time in America was heavily edited for its U.S. release, resulting in a loss of the film's nonlinear storytelling and spirit.
Martin Scorsese played a crucial role in restoring the film to its original vision, working with Leone's family, and finding lost footage.
The restoration of this cinematic masterpiece is significant not only as a tribute to Leone's legacy but also to highlight the importance of film preservation and restoration in the industry.

Sergio Leone 's final film Once Upon a Time in America is a poetic portrait of conflict, love, and meaning through the lens of a prohibition-era gangster film . Despite being lauded as one of, if not the finest work the filmmaker has ever put out, it was at the receiving end of mixed reviews upon its release. It wasn't because Leone's film was polarizing around whether it was a "good" or "bad" picture. Rather, it was because two different versions of the film were distributed in different parts of the world . What was supposed to be the brilliant farewell of one of the greatest filmmakers in history became a box-office disaster in the U.S. The hands of time have since turned Once Upon a Time in America into an undeservedly overlooked picture. Thankfully, another auteur who had looked up to Leone had a hand in rescuing it. Martin Scorsese worked with Leone's family to provide a restoration that got as close as possible to the master of Spaghetti Western s' original vision.

Once Upon a Time in America

A former Prohibition-era Jewish gangster returns to the Lower East Side of Manhattan 35 years later, where he must once again confront the ghosts and regrets of his old life.

The U.S. Release of 'Once Upon a Time in America' Was Heavily Edited

The release of Once Upon a Time in America was 15 years in the making, as Michael Carlson notes in Sergio Leone: Pocket Essentials . Leone first encountered the story when his brother-in-law read him Harry Grey 's novel The Hoods, which he saw as a fascinating peek into the world of gangsters. In 1968, Leone met Grey, and eventually got the rights to adapt it into a feature film. Leone famously rejected an offer to direct The Godfather around this time, mainly because of his connection to Grey's novel, and his desire to create something of his own mythology. After several re-writes, personnel changes, and several studios' wishes to be involved, principal photography began in June 1982 . Howard Hughes notes in Crime Wave: The Filmgoers' Guide to the Great Crime Movies that Leone's initial cut was six hours long, just as the filmmaker intended it to be. Eventually, through conversations with the studio, the film was eventually shortened to the official director's cut of 229 minutes.

Upon its off-competition screening in Cannes in 1984, Once Upon a Time in America received rave reviews and a lengthy standing ovation. It was not without its critics, however, with records from the American Film Institute Catalogs detailing how some reviewers called it "confusing" and "lacking in clarity and purpose." However, when distributing the film in the United States, the movie encountered bigger problems. Based on a test screening in Boston which garnered negative reactions, The Ladd Company suggested Leone employ drastic cuts, stating that the gangster epic was too long for audiences. Leone outright refused this, which led the production company to hire its own editor. Almost an hour of footage was removed from Leone's cut , and the story rearranged in chronological order, losing the spirit of the film which was nested in its non-linear storytelling.

Time Forgot Martin Scorsese’s Underrated Film Starring Andrew Garfield as a Priest

Rafaella Leone , Sergio's daughter, states that her father never really considered it as a version of his film , and it looked like a sour ending to the filmmaker's legendary career. Despite several screenings of the European cut being released in the U.S. within the same year, the damage was already done. Sergio Leone died five years later, presumably still with the heartbreaking thought that Once Upon a Time in America was a blemish on his near-perfect filmography, at least for the United States audience.

How Is Martin Scorsese's 'Once Upon a Time in America' Restoration Different?

While a four-hour version with commentary was released by Warner Bros. for home video in 2003, an interesting development came in 2011 when Sergio's daughters, Andrea and Raffaella Leone, acquired the rights to Once Upon a Time in America . Martin Scorsese's entry into the mix officially gave Once Upon a Time in America a new lease on life. Scorsese's The Film Foundation, together with Gucci, funded the endeavor and worked with Leone's children, Cineteca di Bologna, and Regency Enterprises to reconstitute a new 251-minute cut of the film. The LA Times reports that some footage from Leone's initial six-hour cut was found by his family , albeit in terrible condition. They were in the form of small reels, rather than complete prints, with the negatives believed to have been fully lost.

These include a sequence where Noodles ( Robert De Niro ) encounters a mysterious cemetery director played by Louise Fletcher , as well as a stage-play performance by Deborah ( Elizabeth McGovern ) as Cleopatra. Scorsese's personal print, conserved at the Museum of Modern Art, was used as a basis for the color correction for the restored version. Despite a few issues with rights which were eventually resolved, the restored picture was shown at the 2012 Cannes Film Festival, and was released on Warner Home Video in 2014 as Once Upon a Time in America: Extended Director's Cut .

Why Is 'Once Upon a Time in America's Restoration Important?

The restoration of Sergio Leone's swan song is significant for many reasons. For one, it is a fitting testament to one of the pillars of the industry. Once Upon a Time in America is a cinematic spectacle, and is perhaps the most complex and layered of all of Leone's films . Restoring it with today's technology provides movie lovers the opportunity to appreciate a piece of art that grows on viewers each time they watch it. James Woods , who plays Max in the picture, went as far as claiming that Leone died of a broken heart , particularly due to the reception of the film in the United States.

Having a filmmaker's work be significantly changed without his consent is nothing short of a travesty, and it is only right that his final work be given the reverence it truly deserves . More than a tribute, it is also a significant event for movies in general. Film restoration is perhaps one of the noblest endeavors in cinema , a mission that Martin Scorsese has continued to pursue since the establishment of The Film Foundation in 1990 . Restoring a classic like this and releasing it on home video could bring more eyes to the importance of keeping film history intact. As Scorsese mentions in an impassioned letter to filmmakers, if we cannot realize how essential film restoration is, everything that they are doing right now means absolutely nothing.

Once Upon a Time in America is available to stream on Paramount+ in the U.S.

Watch on Paramount+

Once Upon a Time in America review: a fistful of misogyny

Sergio leone’s 1984 gangster epic is offensively sexist and a bit of a narrative mess. but the lush imagery still boggles the eye, and ennio morricone’s seductive score could be his most beautiful.

It doesn't need to be said that Sergio Leone had a problem with women. Some, like Claudia Cardinale in Once Upon a Time in the West , get away with sex work and injunctions to allow fondling from passing railway workers. More appalling is the rape that seems to become consensual sex in For a Few Dollars More .

It says something about changing times that, of the two rapes (count them), in Leone's chaotic Once Upon a Time in America , it was the one treated more seriously and explicitly – Robert De Niro's assault on Elizabeth McGovern – that attracted smatterings of unease on the film's release in 1984.

There is certainly a horrid aestheticisation going on during that scene, but it is surely the "comic" gang rape of Tuesday Weld (who, yet again, rather enjoys the experience) that adds near- fatal toxicity to Once Upon a Time in America . Look elsewhere in the picture for further commodification of female bodies and idealisation of teenage Madonnas.

Like Once Upon a Time in the West , Leone's gangster epic has been shuffled around in various versions of hugely differing lengths. The cut first screened at Cannes ran to 269 minutes. A US release clocked in at 139 minutes. This new restoration, which premiered in 2012, lumbers its way to 251 minutes.

Even the shortest version swelled with luscious images from Tonino Delli Colli and seductive chords from Ennio Morricone. We could, perhaps, have done without the cheesy allusions to Yesterday (as clumsy as the "Sean, Sean, Sean" refrain in Morricone's score for Duck, You Sucker ), but this might still be the composer's most beautiful soundtrack.

For all that, the film remains something of a mess. Skipping between various episodes in the lives of (disconcertingly Sicilian) Jewish hoodlums from the 1920s to the 1960s, Once Upon a Time in America is more interested in the bravura image than in telling a lucid story. Leone could get away with that in the wide-open spaces of the American west.

Here, the streets of New York press in upon the characters and demand greater narrative cohesion. We can’t just cut to Monument Valley (or its non-union Spanish equivalent) when the tales get tangled.

All of which is to say that Once Upon a Time in America remains the most "problematic" of Leone's major pictures. It is enveloping, operatic and slightly mad. We can forgive the confusion and the non- synchronised dialogue. But to this day the misogyny remains indigestible.

Donald Clarke

Donald Clarke, a contributor to The Irish Times, is Chief Film Correspondent and a regular columnist

IN THIS SECTION

Made in england: the films of powell and pressburger review – martin scorsese front and centre in a wonderful chronicle of influential duo, the movie quiz: how many scream films have a number in the title, big banana feet: ‘lost’ film of billy connolly’s 1973 tour of ireland is a fine tribute to the fearless comedian, much ado about dying: a vital film about an extraordinary, infuriating human being, kingdom of the planet of the apes review: a gripping story that rattles along towards an intriguing coda, bruce springsteen’s first irish gig of 2024: the boss kicks off in belfast with no surrender, then builds a momentous set, the dublin portal: when a new yorker gave them the finger, dubliners returned the gesture, number of asylum seekers being accommodated by state exceeds 30,000 for the first time, emergency landing at dublin airport due to hydraulics issue with plane, closure orders: rodent droppings and grime found in kitchens at fitzpatrick’s castle hotel, killiney, latest stories, aer lingus reports operating loss of €82m for first quarter, your top stories on friday: asylum seekers exceed 30,000; dead man’s body may have lain undiscovered since christmas, ires seeing ‘exceptional demand’ as review continues, crh reports solid start to year on back of ‘positive pricing’, apple apologises over ipad advert showing musical instruments being crushed.

Terms & Conditions
Privacy Policy
Cookie Information
Cookie Settings
Community Standards

IMAGES

Movie Review: Once Upon A Time In America (1984)
Once Upon a Time in America Movie (1984)
CLASSIC FILM REVIEW: ONCE UPON A TIME IN AMERICA (1984)
Once Upon a Time in America 1983, directed by Sergio Leone
Complete Classic Movie: Once Upon a Time in America (1984
CLASSIC FILM REVIEW: ONCE UPON A TIME IN AMERICA (1984)

VIDEO

Once Upon a Time in America: Top 8 Soundtracks
Once Upon A Time In Hollywood
Review of: Once Upon A Time In America (1984). My Favourite Gangster Film
Once Upon a Time in Hollywood
Once Upon a Time in America,
Once Upon A Time In America (1984) Cast THEN and NOW 2023, Thanks For The Memories

COMMENTS

Once Upon a Time in America
Rated: 3/4 • Feb 16, 2021. Rated: 3/4 • Sep 10, 2020. In 1968, the elderly David "Noodles" Aaronson (Robert De Niro) returns to New York, where he had a career in the criminal underground in ...
The Ending Of Once Upon A Time In America Explained
When he comes to, he learns that his friends have all died in a shootout with the cops. He escapes, numbs his pain in the opium den the audience first saw in the film's opening scene, and flees to ...
Once Upon a Time in America (1984)
The movie is one of those that should be studied and analyzed over and over by those who really want to get to the root of cinematic history and development. Much like its running time, the excellence of "Once Upon a Time in America" is nearly immeasurable. 5 stars out of 5. 8/10.
'Once Upon a Time in America' Review: A Narrative Too Good for its
Leone spent more than a decade chasing the project, which would become Once Upon a Time in America. The movie he had passed over, as directed by Coppola, rewrote the script of mobster films, and ...
Once Upon a Time in America
One thing for certain, Once Upon a Time in America is more than good. It is amazing, a true milestone in the crime drama genre. The cinematography, images, scenery and locations are all superb and quite sweeping, while Ennio Morricone's score ranks up there with his very best. While the film clocks in at nearly four hours long, it never feels ...
Once Upon a Time in America Movie Review
Based on 10 parent reviews. moviefan1980s Adult. July 27, 2018. age 17+. Sergio Leone's epic gangster masterpiece. "Once Upon a Time in America" is one of those films that is hard work, but ultimately a very rewarding experience. Loosely based on the novel called "The Hoods" by Harry Grey, the film follows themes of regret, guilt, friendship ...
Once Upon A Time In America Review
31 Dec 1983. Running Time: 139 minutes. Certificate: 18. Original Title: Once Upon A Time In America. Let's get our heresies out of the way early on; the film that Once Upon A Time In America is ...
Review: Once Upon a Time in America
As a magnum opus, Once Upon a Time in America falls just a few point tragically shy of greatness. Several jobs and three decades later, Noodles (now played by De Niro) revisits New York. He stops at the mausoleum housing his fallen partners. Noodles being the audience's vessel for contemplation, his introspective scenes—the movie's ...
Once Upon a Time in America critic reviews
Empire. While The Godfather delivers certainty and a comforting dramatic resolution, Once Upon A Time In America delivers a profound kind of mystery. While Coppola's film delivers answers, Leone's asks questions. It lingers and plays on the mind; its meanings shift and change like a faded memory or a half-remembered dream.
Once Upon a Time in America: Review and Interpretation
Once Upon A Time In America is a beautifully crafted film with a captivating story that is the pinnacle of escapism. This film didn't only glue my eyes to the screen, it also managed to transport me into a whole different world and time period... a different story. The story and plot are one of the most captivating I've ever seen in a film ...
One of the Best Movies About America Was Made By an Outsider
Originally a nearly six-hour epic, the 229-minute film spans an entire lifetime of Jewish immigrants-turned-mob bosses. Led by Robert De Niro and James Woods, Leone charts their rise from the ...
Once Upon a Time in America (1984) Movie Review
Robert De Niro's leading performance helps sell Sergio Leone's message about the consequences of crime and the system that perpetuates it, making Once Upon a Time in America a film worthy of its place among the Greatest Films of All Time.
Why "Once Upon A Time In America" Is One Of The Greatest Films Ever
Loosely based on a novel called "The Hoods" by Harry Grey, which was purported to be based upon real events, "Once Upon A Time In America" is a film that truly surpasses and transcends its genre trappings, addressing issues and ideas that are at the fabric of life such as loyalty, friendship, betrayal , vengeance, survival and the ...
Once Upon a Time in America (1984)
Summaries. A former Prohibition-era Jewish gangster returns to the Lower East Side of Manhattan 35 years later, where he must once again confront the ghosts and regrets of his old life. With the vivid memory of his long-gone childhood friends Max, Patsy, and Cockeye etched in his mind, his ferociously loyal partners-in-crime during their rise ...
Once Upon a Time in America (1984)
When Sergio Leone 's epic Once Upon a Time in America opened here in June, 1984, in a studio-hacked-down version (cut from three hours and forty-seven minutes to two hours and fifteen minutes), it seemed so incoherently bad that I didn't see how the full-length film could be anything but longer. A few weeks later, though, the studio people ...
FILM: 'ONCE UPON A TIME INAMERICA'
FILM: 'ONCE UPON A TIME INAMERICA'. Once Upon a Time in America. Directed by Sergio Leone. Crime, Drama. R. 3h 49m. By Vincent Canby. June 1, 1984. The New York Times Archives.
Once Upon A Time In America
This rambling account of a gangster's life takes on the myth of the American dream and exposes it as the corruption of all human values and social norms - ie as the capitalist ideological myth of ...
Once Upon a Time in America: Extended Director's
The Movie: One of Roger Ebert's most famous quotes is "No good movie is too long and no bad movie is short enough". When I found out that Sergio Leone's swan song masterpiece Once Upon a Time in America was going to be re-released in a restored and extended edition that added 22 minutes of previously lost footage to an epic that was already pushing four hours, I was ecstatic.
Once Upon a Time in America Blu-ray Review
Once Upon a Time in America Film Review. Over three decades after its original release Sergio Leone's masterpiece remains a perfect classic, one of the best gangster movies ever made. An epic crime saga that spans half a century and traverses some of the most eventful periods of American history. It was a 15 year labour of love for Leone, and ...
Once upon a time in America
Once upon a time in America (1984) is Sergio Leone's last movie. I consider it as the best movie of all time (and was surprised by the numbers off people who dislike it on this sub). I know this sentence means all and nothing, but I'll try explain. I first want to explain to you I see 3 different things : -The best movie -The greatest
Martin Scorsese Saved Sergio Leone's Last Film After the Studio
Martin Scorsese's entry into the mix officially gave Once Upon a Time in America a new lease on life. Scorsese's The Film Foundation, together with Gucci, funded the endeavor and worked with Leone ...
Once Upon a Time in America review: a fistful of misogyny
Once Upon a Time in America review: a fistful of misogyny. Sergio Leone's 1984 gangster epic is offensively sexist and a bit of a narrative mess. But the lush imagery still boggles the eye, and ...

Log in or sign up for Rotten Tomatoes

Email not verified

Sign up for the Rotten Tomatoes newsletter to get weekly updates on:

Movies / TV

Once Upon a Time in America

What to Know

Critics Reviews

More Like This

The Ending Of Once Upon A Time In America Explained

What's the setup for Once Upon a Time in America's ending?

Does Max die at the end of Once Upon a Time in America?

How much of Once Upon a Time in America might have been Noodles dream?

Or browse by category:

Common Sense Selections for Movies

50 Modern Movies All Kids Should Watch Before They're 12

Best Kids' Shows on Disney+

Best Kids' TV Shows on Netflix

8 Tips for Getting Kids Hooked on Books

50 Books All Kids Should Read Before They're 12

Common Sense Selections for Games

Nintendo Switch Games for Family Fun

Common Sense Selections for Podcasts

Parents' Guide to Podcasts

Social Networking for Teens

Gun-Free Action Game Apps

Reviews for AI Apps and Tools

Parents' Ultimate Guide to YouTube Kids

YouTube Kids Channels for Gamers

Explaining the News to Our Kids

Celebrating Black History Month

Movies and TV Shows with Arab Leads

Celebrate Hip-Hop's 50th Anniversary

A Lot or a Little?

Positive Messages

Positive Role Models

Violence & Scariness

Sex, Romance & Nudity

Drinking, Drugs & Smoking

Parents Need to Know

Where to Watch

Community Reviews

Sergio Leone's epic gangster masterpiece.

Is It Any Good?

Talk to Your Kids About ...

Movie Details

Did we miss something on diversity?

Suggest an Update

The Godfather

Road to Perdition

Once Upon A Time In America Review

Related Articles

One of the Best Movies About America Was Made By an Outsider

@media(max-width: 73.75rem){.css-1ktbcds:before{margin-right:0.4375rem;color:#FF3A30;content:'_';display:inline-block;}}@media(min-width: 64rem){.css-1ktbcds:before{margin-right:0.5625rem;color:#FF3A30;content:'_';display:inline-block;}} Movies

Why “Once Upon A Time In America” Is One Of The Greatest Films Ever Made

6 Replies to “Why “Once Upon A Time In America” Is One Of The Greatest Films Ever Made”

Leave a Reply Cancel reply

Once Upon a Time in America

Contribute to this page

More from this title

Recently viewed

Once Upon a Time in America (1984) – Review by Pauline Kael

SHARE THIS ARTICLE

The Garfield Movie (2024) | Review

Just the Two of Us (2023) | Review

Anselm (2023) | Review

Explanation for Everything (2023) | Review

Weekly Magazine

FILM: 'ONCE UPON A TIME INAMERICA'

Today's paper

Once Upon A Time In America

Reviews in chronological order (Total 2 reviews)

Submitted by liam de niro on 09/01/2004 14:19

Today's best video

Film search

Sponsored feature

Martin Scorsese Saved Sergio Leone's Last Film After the Studio Butchered It

The Big Picture

Once Upon a Time in America

The U.S. Release of 'Once Upon a Time in America' Was Heavily Edited

Time Forgot Martin Scorsese’s Underrated Film Starring Andrew Garfield as a Priest