Once Upon a Time in America

Once Upon a Time in America (Italian title C'era una volta in America) is a 1984 crime film directed by Sergio Leone, starring Robert De Niro and James Woods. The story chronicles the lives of Jewish ghetto youths who rise to prominence in New York City'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 at the 1984 Cannes Film Festival in its original running time of 229 minutes (3 hours 49 minutes). However, it was released in the United States in a heavily edited and truncated version almost ninety minutes shorter than the original version released in Europe, against Leone's wishes. The short version eliminates the elaborate flashback structure of the film, instead placing all of the scenes in chronological order.

It is the third part of a loose trilogy of epic called Once Upon a Time Trilogy, follows 1968's Once Upon a Time in the West and 1971's A Fistful of Dynamite (known alternatively as Once Upon a Time... the Revolution or Duck, You Sucker).



Scenes set in 1920s

David "Noodles" Aaronson (Scott Tiler) struggled to survive as a poor street kid in the Jewish ghetto of Brooklyn in the early 1920s. His gang consists of Patrick "Patsy" Goldberg, Phillip "Cockeye" Stein, and little Dominic. They nominally work for local hood Bugsy, who runs the town. The scenes deal with Noodles and his gang as they first meet Max Bercovitz and become an independent operation under his and Noodles' leadership, the establishment of the gang funds (a suitcase in a train station locker which becomes a crucial plot piece), and Noodles' fruitless flirtation with Deborah Gelly, a local girl who aspires to be a dancer and actress. Their adventures ultimately end in tragedy as Bugsy, furious over the boys' becoming independent of him, shoots Dominic fatally. Furious, Noodles retaliates by stabbing Bugsy to death with a switchblade, along with a police officer who intervenes, and he is sent to jail for nine years. Max, in charge with Noodles' absence, is left alone on the outside with the group.

Scenes set in 1930s

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 the beautiful teen Deborah (Elizabeth McGovern), Deborah's brother Fat Moe (Rapp), who runs the speakeasy, and Peggy (Ryder) - Patsy's girlfriend - the gang is recruited by the Minaldi brothers to steal a shipment of diamonds from an insurance dealer and deliver them to Joe Minaldi.

During the robbery, we are introduced to Carol (Weld), the jeweler's secretary. Noodles rapes her in this scene, which establishes her as a sexual masochist. During an exchange at an abandoned dockyard, Joe Minaldi (Young) and his henchmen are gunned down in a surprise hit by the gang; Frankie Minaldi (Pesci) has arranged the hit to eliminate Joe. Noodles initially expresses his misgivings at working for the mob, but he ultimately drops the subject.

The gang quickly becomes involved in Mafia matters, including getting into a steel workers' strike on the side of unionist Jimmy Conway O'Donnell (Treat Williams), protecting him against a steel tycoon and his thugs. The crew also deals with the corrupt Police Chief Aiello, who is being paid off by the steel company, by switching the Chief's newborn son in the hospital with several others. Not long after, Carol becomes reacquainted with the gang and falls for Max. Determined to show Deborah he is more than the poor kid he once was, Noodles goes with her on a extravagant date, but he is left feeling rejected after she informs him she is leaving for Hollywood. Enraged, he rapes her in the backseat of a limousine in the presence of the chauffeur, which he soon regrets.

Meanwhile, though Max is very eager to advance his gang's position, Noodles still expresses misgivings about what they are doing. After Prohibition is repealed, Noodles balks when Max suggests that they rob the Federal Reserve Bank, realizing that it would be suicidal. He is convinced by Carol to tip off the police about a planned liquor run. After Noodles places an anonymous call, Max, Patsy, and Cockeye are all killed in a gunfight with the police after Max starts shooting. Noodles' new girlfriend Eve 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 from his abuser. Having retrieved the key to the locker, he makes his way to the gang's money hoard. However, Noodles is shocked to discover that the money is missing, and he flees to Buffalo, where he lives as Robert Williams.

Scenes set in 1968

In the 1968 scenes, Noodles returns to New York and reunites with Fat Moe, who is still running his restaurant. When visiting the mausoleum where his friends were moved, he discovers a plaque dedicated to them by him (which he has not done) and a key to the same money locker. Upon arriving, he discovers money with a note stating it is payment for a killing.

Later, he learns from Carol that Max wanted to die and Deborah has become a famous actress. While meeting with Deborah after a performance of Antony and Cleopatra, he reconciles with her over the rape, and she confesses to him that she has forgiven him, stating that all they have left are memories. Noodles then discovers that 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 waiting outside (named after him) bears a striking resemblance to Max.

It is revealed that Max survived the shootout, faked his death with help from the Syndicate, stole the money and became Bailey. Throughout the film, he is said to be under investigation for corruption, and he has hired Noodles to assassinate him - allowing Noodles to obtain his revenge on Max as well as let Max, as "Bailey," die in dignity. Not wanting to kill again, Noodles refuses on the grounds of not wanting to take his life. In this way, although he has ended up with nothing, he is ultimately the happier person, and despite his wealth and power, Max / Bailey is really unhappy and miserable. Furious that this is Noodles' way of getting revenge, Max (or at least someone like him) steps into the back of a garbage truck and kills himself.

The closing scene involves a flashback to young Noodles in an opium den in 1933, repressing horrible memories and the feeling of being alone - symbolised by a smile.

Plot changes

Adapting novel

The film was inspired by an autobiographical novel called The Hoods, written by Harry Grey (a pseudonym), a former gangster-turned informant whose real name was Harry Goldberg. The novel itself depicts only the first two-thirds of the movie's chronology. The "contemporary" scenes (which many believe to be a prolonged dream/fantasy sequence) were entirely the work of Leone. The plot is otherwise faithful to the original book, though the rape scenes were not present in the novel, and several character names were very different.

Another major difference is that the original novel featured several historical mob figures (mostly in cameos), including Frank Costello, Meyer Lansky, and Bugsy Siegel, to name a few. Leone edited out these characters because he felt they distracted from the overall storyline. The Mafia (or "Combination" as it is referred to in the book and movie) is represented in the final cut of the film by a brief appearance by the fictional Minaldi Brothers, Frank and Joe, played by Joe Pesci and Burt Young, respectively, and their henchmen. There were also a few references to various real gangster anecdotes sown liberally throughout the film. The character of Noodles is based loosely on Meyer Lansky, and Max on Bugsy Siegel. This is because Max's reactions to Noodles's calling him "crazy" is taken directly from Siegel's real-life reactions to his nickname, and several of the hits and acts of violence were based on photographs of real incidents, such as the hit on Joe Minaldi, which was based on Siegel's death.

Leone's vision

Leone had wanted to make the film since before The Good, the Bad and the Ugly but he had great difficulty in securing the rights to the novel, and in arranging a meeting with its reclusive author. 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.

Leone considered many actors for the film's various parts. He was particularly enthusiastic about Gérard Depardieu, who offered to learn English with a New York accent if cast as Noodles in the film. Richard Dreyfuss was also an early consideration for Max, and Tom Berenger and Dustin Hoffman were also considered for Max and Noodles. 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).

"Opium Theory"

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, some (as mentioned above) interpret the film to have been a drug-induced fantasy or dream, with Noodles remembering his past and envisioning the future. In his commentary for the DVD, 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. On the documentary "A Fistful of Sergio Leone", it is reported that Leone himself hinted at this theory as a possibility to a cinemagoer who had just seen the movie.

It is believed that the final scene with Noodles leaving the mansion supports the dream hypothesis. The movie begins with a rendition of 'God Bless America' and in the corresponding end scene has people riding in 1930s-era cars singing the same song. Max / Bailey's betrayal in the future can be interpreted as a transference of guilt. Noodles subconsciously blames Max for his entry into organized crime and his failed relationship with Deborah, and, in a way, he feels betrayed by Max's burgeoning ambition.

Also, the fact that Deborah still seems beautiful and not aged much by time strengthens the dream theory, because she is the love of his life and therefore stays some sort of ageless beauty.

Also — consistent with Leone's greater project of capturing America's spirit — the inclusion of historical references could mean that in the film's fictional universe, such a history of America is indeed a 1930s mobster's solipsist pipe dream; this is a way to make a point that modern America is like some 1930s mobster's pipe dream.

However, the 1968 sequences include several anachronisms - music from The Beatles (see below), television, and references to the Vietnam War - that did not exist in 1933, and that Noodles would not have been able to envision such things even while smoking opium. It can be also argued that to deem the later scenes a dream sequence would remove the entire thematic and psychological point of the film that Leone had intended.

Deleted scenes

The original shooting-script, completed in October 1981, 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.

Leone has said that ideally, he would have liked the film to be "between four hours ten minutes and four hours twenty-five minutes" (250 minutes to 265 minutes), and that such a cut would mainly have served to restore scenes developing Noodles' relationships with women.

There were important scenes which failed to appear in the 144 minute cut. These scenes allegedly were shot, but it is unknown if they still exist:

  • A brief scene in the 1922 sequences, showing local ganglord Bugsy (James Russo) and his gang being arrested by the police for bootlegging while Noodles and his gang looked on. This would occur right before the gang's meeting with the bootlegging Capuano brothers at the harbor. The main importance of this scene would be to establish why Noodles' gang is working with the Capuanos. Dialogue from that scene indicates that Bugsy had been working with them, but since he and his thugs have now been jailed, Noodles and Co. have taken over his old job.
  • Max, as "Secretary Bailey," arguing with an older Jimmy O'Donnell about a pension scam, just before Noodle's climactic meeting with the former.
  • An opium-induced flashback of Noodles and the gang as children.
  • Noodles' first meeting with Eve (Darlanne Fluegel), and many other minor scenes with Eve. In the original shooting script, this occurs after his rape of Deborah (which happens at night, rather than early morning). A very drunk Noodles meets Eve in a speakeasy and goes to bed with her, calling her 'Deborah'.
  • Scenes of Noodles watching Deborah performing a Busby Berkely musical scene at a nightclub, just before their date, as well as scenes from Shakespeare's Antony and Cleopatra. (The DVD's picture gallery feature includes an image of Elizabeth McGovern onstage dressed as Cleopatra and holding a snake in one of the play's final scenes.)
  • A scene of Noodles talking to the limousine driver before the date with Deborah. There is clear enmity between the two characters, highlighting the way in which Jewish gangsters are perceived by fellow Jews. The reason that this scene was cut was because producer Arnon Milchan, who played the chauffeur, felt that he should not have had such a noticeable role in the movie, and he did not want people to make a big deal out of his cameo.
  • A long scene involving Police Chief Aiello (Danny Aiello) and his involvement with the strike breakers. (Some of the scene's dialogue was reworked into the brief interview with Aiello on the steps of the police station in the final version.) As a follow-up to this, a scene where the gang plans the famous baby-snatching scene with crooked politician Sharkey (Robert Harper) was also shot. Noodles wants to kill Aiello, but is convinced not to by Max and Sharkey.
  • A brief scene during Noodles, Max, Carol, and Eve's vacation to Florida, where a lifeguard, having heard of the repeal of Prohibition, digs up a bottle of liquor from the beach and drinks it thirstily.
  • An older Carol revealing to Noodles that Max had inherited syphilis from his deceased father, who went mad and died in a mental asylum. This was to explain his somewhat crazy plans of robbery and his violent, unpredictable outbursts of rage, as well as his supposed idea to engage in the suicidal shootout. In the original shooting script, this scene (set between the beach scene described above, and Carol and Noodles' scene outside the Federal Reserve) also has Carol revealing the details of Eve's death to Noodles: "Oh, how she waited, but you never showed up... She shut the windows and locked the door, and nobody bothered to check. She was in there all the time, with her little capsules...there was nobody at the funeral but me." (The latter part of this scene may never have even been filmed, since Eve's death, which consists of her getting murdered in the film's opening, is depicted very differently in the final film.)

While the first shooting script placed much more emphasis on the union subplot, this was very heavily trimmed in the revised version. Thus, there are not nearly as many union-related deleted scenes as many people believe. Note: PAL editions of the DVD have a running time of 219 minutes (and 48 seconds). This is due entirely to PAL speed-up.

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 14 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.
  • 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 cut by the Ladd Company against Leone's wishes, the film's story was rearranged in chronological order, which made no sense and had the effect of making it even more difficult to follow. 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 Schnickel 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.

According to a 2007 interview with Raffaella Leone, Leone's daughter, she and producer Arnon Milchan are planning to release her father's original four and a half hour director's cut of the film sometime in late 2008/2009.


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", considered by many to be the best piece of this soundtrack, 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][#]

Besides the original music, the movie also used several pieces of "found" 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.
  • "The Thieving Magpie (Overture)" (Gioacchino Rossini - 1817) - Used during the famous baby-switching scene in the hospital.
  • "Summertime" (George Gershwin - 1935) - Played by a jazz band during the beach scene after the beachgoers receive word of Prohibition's repeal. This song post-dates the events of the film by two/three years, so like the version of "God Bless America" used in the film's opening, it's a slight but understandable anachronism.
  • "Night and Day" (written and sung by Cole Porter - 1932) - Plays 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 left off of the opening credits by the producers.

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's premiere at the Cannes Film Festival received a standing ovation from critics. However, several sneak premieres in Canada and the US gained a mixed reception at best (some suspect due to studio tampering). The film was drastically edited, as mentioned above, more for commercial reasons than anything else. Leone, who had turned down an offer to make The Godfather twelve years earlier, was indignant when several American critics compared the butchered version of his film to "a Jewish Godfather". The 144-minute version was a huge flop and American critics destroyed it. 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 superior to the severely-edited version show 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. Sight and Sound magazine placed it among the ten best films of the last 25 years when it attempted to do a poll on recent films.

See also


External links

Search another word or see cinemagoeron Dictionary | Thesaurus |Spanish
Copyright © 2015, LLC. All rights reserved.
  • Please Login or Sign Up to use the Recent Searches feature