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Once Upon a Time in America is a 1984 epic crime film directed and co-written by Sergio Leone and starring Robert De Niro and James Woods. The story chronicles the lives of Jewish ghetto youths who rise to prominence in New York Citymarker's world of organized crime. The film explores themes of childhood friendships, love, loss, greed, violence, the passage of time, broken relationships, and the appearance of mobsters in American society.

The film premiered out of competition at the 1984 Cannes Film Festival in its original running time of 229 minutes (3 hours 49 minutes). However, against Leone's wishes, it was released in the United Statesmarker in a heavily edited and truncated version (almost ninety minutes shorter than the original version released in Europe). The short version eliminates the elaborate flashback structure of the film, instead placing all of the scenes in chronological order.



David "Noodles" Aaronson (Tiler) struggles to survive as a poor street kid in the Jewish ghetto of the Lower East Sidemarker of Manhattanmarker in the early 1920s. His gang consists of Patrick "Patsy" Goldberg, Phillip "Cockeye" Stein, and little Dominic. They work for Bugsy, a local hood, until they meet Max Bercovitz (Jacobs) and become an independent operation under his and Noodles' leadership. Noodles has a fruitless flirtation with Deborah Gelly (Connelly), who aspires to be a dancer and actress. Bugsy's gang attacks and Dominic is shot fatally. Noodles retaliates by stabbing Bugsy to death with a switchblade. Police officers intervene, and Noodles stabs one of them. He is sent to prison, and Max is left in charge on the outside.


Eleven years later, Noodles (now played by De Niro) is released from jail in 1932 and becomes reacquainted with his old gang: Max (Woods), Patsy (Hayden) and Cockeye (Forsythe), who are major players in the bootlegging industry during Prohibition. After briefly reuniting with other acquaintances such as Deborah (now played by McGovern), her brother Fat Moe (Rapp), who runs the speakeasy, and Peggy (Ryder), the gang is recruited by the Minaldi brothers (Young and Pesci) to steal a shipment of diamonds from an insurance dealer and deliver them to Joe Minaldi. Carol (Weld), the jeweler's secretary, is in on the job. Noodles has violent sex with her during the robbery. During an exchange at an abandoned dockyard, Joe Minaldi and his henchmen are gunned down in a surprise hit by the gang; Frankie Minaldi had arranged the hit to eliminate his brother. Noodles initially expresses his misgivings at working for the mob, but he ultimately drops the subject.

The gang becomes involved in Mafia matters, getting into a steel workers' strike on the side of unionist Jimmy Conway O'Donnell (Treat Williams), protecting him against a steel tycoon's thugs. The crew also deals with the corrupt Police Chief (Aiello) by switching the identity of the Chief's newborn son in the maternity ward. Carol becomes reacquainted with the gang and falls for Max. Noodles tries to impress Deborah on an extravagant date, but he is left feeling rejected because she is leaving for Hollywoodmarker. He rapes her in the back seat of a limousine, and after Deborah leaves, he is left regretting what he has done.

Max is eager to advance his gang's position, despite Noodles' objections. After Prohibition is repealed, Max suggests that they rob the Federal Reserve Bank, but Noodles sees it as suicidal. He is convinced by Carol to tip off the police about a planned liquor run to keep Max from pulling the bank heist. During a farewell party for Fat Moe's speakeasy, he makes an anonymous phone call to the authorities, and he ends up getting beaten up by Max after calling his plans "crazy." Later, Max, Patsy, and Cockeye are all killed in a gunfight after getting cornered by the police. Noodles is consumed with guilt for having made the phone call.

Noodles' new girlfriend Eve (Fluegel) is murdered by the Syndicate, and Fat Moe is beaten nearly to death before revealing the traitor's whereabouts. After hiding out in an opium den, Noodles escapes his pursuers and saves Moe's life. Having retrieved the key to the locker, he makes his way to the gang's money hoard. Noodles is shocked to discover that the money is missing, and he flees to Buffalomarker, where he lives for decades under an assumed name.


In 1968, a gray-haired and world-weary Noodles returns to New York City after receiving a mysterious invitation to a party. He reunites with Fat Moe, who is still running his restaurant. When visiting a mausoleum where his friends were moved, he is surprised to discover a plaque dedicated in his name, plus a key to the same locker. This time, he discovers money with a note requesting a job to be done. He tracks down Carol, who is now living in a retirement home, and she tells him that Max triggered the deaths of his friends after firing at the police. Noodles then discovers that Deborah (who has since become a famous actress) is the patron saint of the nursing home. After seeing her act in a performance of Antony and Cleopatra, he reconciles with her over the rape; she has since forgiven him. Noodles discovers that politically embattled Secretary Christopher Bailey had a son whose mother died in childbirth, and that Deborah has been living with him. He is shocked to learn that the son David (named after him) bears a striking resemblance to Max.

It is revealed that Max faked his death with help from the Syndicate, betrayed his friends, stole the money and became Bailey. He is now under investigation for corruption and decides to settle an old debt by hiring Noodles to assassinate him. Upon meeting his old friend after more than thirty years, Noodles learns that the planned liquor raid was a Syndicate operation, but he politely refuses to kill "Bailey." Before leaving, he tells Max that his betrayal was meant to save his life. Max, consumed with guilt, presumably commits suicide by throwing himself into the rear end of a passing garbage truck.

The closing scene involves a flashback to young Noodles in an opium den in 1933, repressing horrible memories and the feeling of being alone after learning of the deaths of his friends. As the film ends, his face freezes in a smile, recalling perhaps the last time in his life that he had been happy.



During the filming of Once Upon a Time in the West, Sergio Leone read the novel The Hoods, written by Harry Grey (a pseudonym), a former gangster-turned informant whose real name was Harry Goldberg. Leone became intent to make another trilogy about Americamarker. He turned down an offer from Paramount Pictures to direct The Godfather in order to pursue his pet project. Grey finally met with Leone several times in the '60s and '70s, and was a fan of Leone's Westerns; before his death in 1982, he ultimately agreed to the adaptation. Part of the reason why the production took so long was that another producer had the rights to the novel and refused to relinquish them until the late 1970s.

The movie begins and ends in 1933, with Noodles hiding out in an opium den from Syndicate hitmen. Since the last shot of the movie is of Noodles in a smiling, opium-soaked high, the film can be interpreted to have been a drug-induced fantasy or dream, with Noodles remembering his past and envisioning the future. In an interview by Noël Simsolo published in 1987, Leone himself confirms the validity of this interpretation, saying that the scenes set in the 1960s could be seen as an opium dream of Noodles. In his commentary for a DVD of the movie, film historian and critic Richard Schickel states that opium users often report vivid dreams and that these visions have a tendency to explore the user's past and future.


Leone considered many actors for the film during its long development process. Originally in 1975, Gérard Depardieu, who was determined to learn English with a Brooklyn accent for the role, was cast as Max with Jean Gabin playing the older Max. Richard Dreyfuss was cast as Noodles with James Cagney playing the older Noodles. In 1980, Leone spoke of casting Tom Berenger as Noodles with Paul Newman playing the older Noodles. Among the actors considered for the role of Max were Dustin Hoffman, Jon Voight, Harvey Keitel, John Malkovich and even, reportedly, John Belushi.

Early in 1981, Brooke Shields was offered the role of Deborah Gelly, after Leone had seen The Blue Lagoon, claiming that "she had the potential to play a mature character." A writers' strike delayed the project, so Shields withdrew before auditions began. Elizabeth McGovern was cast as Deborah and Jennifer Connelly as her younger self.

Joe Pesci was among many to audition for Max. He did get the smaller role of Frankie, partly as a favor to his friend De Niro. Danny Aiello also auditioned for several roles and was ultimately cast as the police chief who (coincidentally) shares his surname. Claudia Cardinale (who had appeared in Leone's Once Upon a Time in the West) wanted to play Carol, but Leone was afraid she would not be convincing as a New Yorker and turned her down.


The film was shot between June 14, 1982 and April 22, 1983. Leone also tried, as he had with A Fistful of Dynamite, to produce the film with a younger director under him. In the early days of the project he courted John Milius, a fan of his who was enthusiastic about the idea; but Milius was working on The Wind and the Lion and the script for Apocalypse Now, and could not commit to the project. For the film's visual appearance, Leone used as references the paintings of such artists as Reginald Marsh, Edward Hopper, and Norman Rockwell, as well as (for the 1922 sequences) the photographs of Jacob Riis. F. Scott Fitzgerald's famous novel The Great Gatsby also influenced the characterization of Noodles (or at least his relationship with Deborah). The street view of Manhattan Bridge as depicted in the movie's official poster can see be seen from Washington Street in Brooklyn.


The original shooting-script, completed in October 1981 after many delays and a writers' strike that happened between April and July of that year, was 317 pages in length. At the end of filming, Leone had about 8 to 10 hours worth of footage. With his editor, Nino Baragli, Leone trimmed this down to about almost 6 hours, and he originally wanted to release the film in two movies with three-hour parts. The producers refused (partly due to the commercial and critical failure of Bertolucci's two-part Novecento) and Leone was forced to further shorten the length of his film, resulting in a completed (i.e. scored, dubbed, edited, etc.) film of 229 minutes.

Many people (including film critic Richard Schickel, who records the film's DVD commentary) assume that the flying disc scene was part of a longer sequence. Roger Ebert stated that the purpose of the Frisbee scene is to establish the 1960s timeframe.

One persistent change involved the young Noodles spying on a nude young Deborah, given that Jennifer Connelly was 12 years old at the time of filming. However, a woman named Margherita Pace was credited as young Connelly's body double.

Film versions


There are three abridged versions of the film, none of which are currently available:

  • The 227 minute version - When the 'complete' film was shown in America, it still had to be trimmed slightly to secure an 'R' rating. Cuts were made to the two rape scenes, and some of the violence at the beginning. Noodles' childhood flashback during his meeting with Bailey in 1968 was also excised.
  • A network television version of three hours (without commercials) was briefly available in the early-to-mid-1990s, which retained the film's non-chronological order but still left out several key scenes. This version has recently turned up in viewings of the film for the AMC TV channel.
  • The infamous 144 minute American version was the version given wide release in America. Heavily edited by the Ladd Company against Leone's wishes, the film's story was rearranged in chronological order. Most of the major cuts involved the childhood sequences, making the 1933 sections the most prominent part of the film. Noodles' 1968 meeting with Deborah was excised, and the scene with "Secretary Bailey" ended with him shooting himself (albeit offscreen), rather than the famous garbage truck conclusion of the 229-minute version. This version flopped in the US and many American critics, who knew about Leone's original cut, attacked the short version viciously. Some critics compared shortening the film to shortening Richard Wagner's operas (some of which run over 5 hours), saying that works of art that are meant to be long should be given the respect they deserve. However, the original 229-minute cut has been restored and the shortened version, while briefly on VHS in the 1980s, is in little demand and almost impossible to find.

In the Soviet Union, the film was theatrically shown in the late 1980s, along with other Hollywood blockbusters such as the two King Kong movies. The story was rearranged in chronological order and the movie was split in two parts, one containing all childhood scenes and the other for adulthood scenes. The parts were run as two separate movies. Except the rearrangement, no major deletions were made, and the film was rated as "16+" by the Goskino. This version has never made it on the Russian TV; the full PAL version was shown and is available on DVD.

DVD releases

The film was released in the late '90s on a poor quality, pan and scan release with no special features aside from the original trailer and brief cast listing. The two-disc special edition was released on DVD in June 2003 and was a bestseller on for several weeks. The result has been hailed as having excellent image quality, partly due to the high bitrate, which places the release on a level with most superbit DVDs. However, it has been criticized for its limited extras (a Richard Schickel commentary, photo gallery and a twenty-minute excerpt from a Leone documentary) and the fact that, being spread out on two double-layer disks, disc one ends very abruptly, during an action sequence. More importantly, it has also been strongly criticized for not including the original mono soundtrack. According to those who were in attendance , this is how the film ran at its Cannes premiere; the first half of the film ended as it does on DVD. The VHS two-tape edition of the film cuts after Noodles drove the car into the river. After this, an end of part 1 title card appeared on screen. The film’s 'Intermission' does not occur until 40 minutes into disc two, so it is argued that placing the break later would have meant compressing disc one far more heavily.


The music was composed by Leone's long-time collaborator, Ennio Morricone. Due to the film's unusually long gestation, Morricone had finished composing most of the soundtrack before many scenes had even been filmed. Some of Morricone's pieces were actually played on set as filming took place (a technique that Leone had used for Once Upon a Time in the West). "Deborah's Theme" was in fact originally written for another film in the 1970s but rejected; Morricone presented the piece to Leone, who was initially reluctant, considering it too similar to Morricone's main title for Once Upon a Time in the West.

Track listing

  1. "Once Upon a Time in America"
  2. "Poverty"
  3. "Deborah's Theme"
  4. "Childhood Memories"
  5. "Amapola"
  6. "Friends"
  7. "Prohibition Dirge"
  8. "Cockeye's Song"
  9. "Amapola, Pt. 2"
  10. "Childhood Poverty"
  11. "Photographic Memories"
  12. "Friends"
  13. "Friendship & Love"
  14. "Speakeasy"
  15. "Deborah's Theme-Amapola"
  16. "Suite from Once Upon a Time in America (Includes Amapola)"
  17. "Poverty [Temp. Version]"
  18. "Unused Theme"
  19. "Unused Theme [Version 2]"

Other information

Besides the original music, the movie also used several pieces of "found" (source) music, including:

  • "God Bless America" (written by Irving Berlin, performed by Kate Smith - 1943) - Plays over the opening credits from a radio in Eve's bedroom and briefly at the film's ending. Incidentally, the recording of the song used was not sung until 1943, for the film This is the Army, so its use is a slight anachronism on Leone's part.
  • "Yesterday" (written by John Lennon and Paul McCartney - 1965) - A muzak version of this piece plays when Noodles first returns to New York in 1968, examining himself in a train station mirror. An instrumental version of the song also plays briefly during the dialogue scene between Noodles and "Bailey" towards the end of the film.
  • "Amapola" (written by Joseph LaCalle (American lyrics by Albert Gamse) - 1923) - Originally an opera piece, several instrumental versions of this song were played during the film; a jazzy version which played on the gramophone danced to by young Deborah in 1922; a similar version played by Fat Moe's jazz band in the speakeasy in 1932; and a string version, during Noodles' date with Deborah. It has been suggested that Leone used this piece after seeing a version of it in the film Carnal Knowledge, though this has not been confirmed. Both versions are available on the soundtrack.
  • "La gazza ladra" overture (Gioachino Rossini - 1817) - Used during the famous baby-switching scene in the hospital.
  • "Night and Day" (written and sung by Cole Porter - 1932) Played by a jazz band during the beach scene before the beachgoers receive word of Prohibition's repeal and during Secretary Bailey's party in 1968.

Once Upon a Time in America is widely regarded as Morricone's best work, but was disqualified, on a technicality, from Oscar consideration. In the original American print, Morricone's name was accidentally omitted from the opening credits by the producers.

One of the unique aspects of this score is Ennio’s incorporation of Gheorghe Zamfir, who plays a pan flute. At times this music is used to convey remembrance, at other times terror. Zamfir’s flute playing was also used to haunting effect in Peter Weir’s Picnic at Hanging Rock.

Critical reception

Awards and nominations

British Academy of Film and Television Arts
  • Best Costume Design- Gabriella Pescucci "Won"
  • Best Score- Ennio Morricone "Won"
  • Best Director- Sergio Leone
  • Best Supporting Actress- Tuesday Weld

Golden Globes
  • Best Director- Sergio Leone
  • Best Original Score- Ennio Morricone
Los Angeles Films Critics Association
  • Best Music- Ennio Morricone

Reception and legacy

The film premiered at the 1984 Cannes Film Festival in April and, according to Howard Hughes´ book Crimewave: A Filmgoer's Guide to Great Crime Movies, received a "15 minute standing ovation". Several sneak premieres in Canada and the US gained a mixed reception at best (some suspect due to studio tampering). The film was then cut again - without the supervision of Sergio Leone - to 139 minutes for cinema distribution in the United Statesmarker. Roger Ebert wrote in his 1984 review that the uncut version was "an epic poem of violence and greed" but described the American theatrical version as a "travesty".

The uncut version of the film is considered to be far superior to the severely-edited version shown in America. James Woods, who considers Once Upon a Time in America Leone's finest work, mentions in the DVD documentary that one critic dubbed the film the worst of 1984, only to see the original cut years later and call it the best of the 1980s. Ebert, in his review of Brian DePalma's The Untouchables, called the original uncut version of Once Upon a Time in America the best film depicting the Prohibition era. When Sight & Sound asked several UK critics what their favorite films of the last 25 years were in 2002 as a reaction to its earlier poll, Once Upon a Time in America was placed number 10.

See also



External links

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