Once Upon a Time in America

In 1933, three thugs search for a man named "Noodles", torturing people for information. They enter a wayang theater, where the proprietors slip into a hidden opium den within the building and warn Noodles. He is apathetic, drugged and grasping a newspaper featuring the demise of bootleggers Patrick Goldberg, Philip Stein and Maximilian Bercovicz. He recalls observing police removing their corpses, Max's burned beyond recognition. Noodles evades capture and leaves the city alone and penniless.

In 1918, David "Noodles" Aaronson and his friends "Patsy" Goldberg, "Cockeye" Stein and Dominic struggle as street kids in Manhattan's Lower East Side, committing petty crimes for local boss Bugsy. Max foils one of their robberies but has the booty stolen from him by a corrupt police officer, Whitey. Later, they blackmail the officer, catching him having sex with Peggy, a prostitute, and the five youngsters start a gang with the same level of police protection as Bugsy. Max and Noodles become best friends.

The group rises through the ranks after implementing Noodles' idea to hide bootleg liquor. They stash half their earnings in a railway station locker, giving the key to "Fat Moe", a friend not directly involved in their activities. Noodles is in love with Moe's sister, Deborah, who dreams of becoming a dancer and actress. Bugsy, now a rival, eventually ambushes the boys and shoots little Dominic, who dies in Noodles' arms. In a fit of rage, young Noodles kills Bugsy and injures a police officer, and is sentenced to prison.

Noodles is released in 1930 and rejoins his friends, now prosperous bootleggers during Prohibition. His first job with them is a diamond heist using a jewelry employee and occasional prostitute named Carol as their informant. During the robbery, Carol goads Noodles into hitting her, after which he rapes her; she later goes on to become Max's moll. That the job had been commissioned by a Syndicate figure to eliminate the competition sits badly with Noodles who, unlike Max, dislikes hierarchy and lacks political ambition. The gang provides protection for Teamsters' union boss Jimmy O'Donnell, but Noodles later rejects Max's plan to deepen those ties.

Seeking to form a genuine intimacy with Deborah, Noodles takes her on a lavish date, where she reveals her plans to pursue a career in Hollywood. On their drive back, a frustrated Noodles rapes her in the limousine. He is later met with Deborah's aloofness when he watches her board the train to California.

The gang's success ends with the 1933 repeal of Prohibition. Max suggests a New York Federal Reserve Bank heist, which Noodles and Carol deem a suicide mission. Carol convinces Noodles to inform the police about a lesser offense, hoping brief incarceration will cool off Max's ambition. After Noodles calls the police, Max knocks him out during a seemingly impromptu argument. This leads to the events shown in the prologue: upon regaining consciousness and learning that Max, Patsy, and Cockeye have been killed by the police, a guilt-ridden Noodles hides in the opium den. He saves Moe but finds out that his new girlfriend Eve has been murdered and the railway locker money has disappeared. With his gang killed and himself hunted by Syndicate thugs, Noodles settles in Buffalo under an alias.

In 1968, Noodles is belatedly informed that the Beth Israel Cemetery is being redeveloped, and asked to rebury any loved ones. Upon inquiry, the rabbi who had sent the letter informs him that the bodies of his three dead friends have since been relocated to Riverdale. Realizing that someone has deduced his identity, Noodles returns to Manhattan and stays with Moe. Inside the Riverdale mausoleum, Noodles finds a key to the railway locker. The caption on the commemorative plaque falsely states that the mausoleum was erected by Noodles himself.

The locker reveals a suitcase full of money, and a note stating this is a down payment on his next job. Noodles watches news of an assassination attempt on controversial U.S. Secretary of Commerce Christopher Bailey. The report shows Jimmy O'Donnell, still a Teamsters boss, distancing himself from the Bailey corruption scandal. Noodles finds Carol in a retirement home run by the Bailey Foundation. She tells him that Max manipulated them into tipping him off to the police and opened fire first, wishing to die young rather than in an insane asylum like his father.

After spotting her in the retirement home's dedication photo, Noodles tracks down Deborah, still an actress.[lower-alpha 1] He tells her about his invitation to a party at Bailey's mansion. Deborah admits to being Bailey's lover and begs Noodles to leave before he is confronted with hurtful revelations. Ignoring Deborah's advice, Noodles sees Bailey's son just outside, who evidently looks like a younger Max.

At the party, Noodles meets Bailey, who reveals he is actually Max and that he faked his death with the help of the police and Syndicate, stole the gang's money and reinvented himself as a self-made, Teamsters-connected politician. He confirms that he made Deborah his mistress years earlier. Faced with ruin and the specter of a Teamster assassination, Max reveals the job he has for Noodles is to kill him. Noodles, obstinately referring to him by his Bailey identity, refuses, explaining that in his eyes, Max died with the gang. As Noodles leaves the estate, a garbage truck starts up and a man, presumably Max, walks from the entrance toward Noodles until the truck passes between them. Noodles sees the truck's auger conveyor grinding garbage, but the man is nowhere to be seen.

In 1933, Noodles enters the opium den after his friends' deaths, taking the drug and broadly grinning.

The cast also includes Noah Moazezi as Dominic, James Russo as Bugsy, producer Arnon Milchan as Noodles' chauffeur, Marcia Jean Kurtz as Max's mother, Joey Faye as an "Adorable Old Man", and Olga Karlatos as a wayang patron. Frank Gio, Ray Dittrich and Mario Brega (a regular supporting actor in Leone's Dollars Trilogy) respectively appear as Beefy, Trigger and Mandy, a trio of gangsters who search for Noodles. Frequent De Niro collaborator Chuck Low and Leone's daughter Francesca respectively make uncredited appearances as Fat Moe and Deborah's father, and David Bailey's girlfriend.[2] In the 2012 restoration, Louise Fletcher appears as the Cemetery Directress of Riverdale, where Noodles visits his friends' tomb in 1968.[7]

Once Upon a Time in America premiered at the 1984 Cannes Film Festival on May 20, 1984.[23] It received a raucous, record-breaking ovation of nearly 20 minutes after the screening (reportedly heard by diners at restaurants across the street from the Palais), at a time in Cannes's history before marathon applause became a regular occurrence.[24] In the United States, a heavily edited version of the film received a wide release in 894 theaters on 1 June 1984, and grossed $2.4 million during its opening weekend.[25] It ended its box office run with a gross of just over $5.3 million on a $30 million budget,[26] and became a box office bomb.[27]

Numerous women at the film's premiere reacted furiously, mostly due to the two rape sequences. One among them later confronted Robert De Niro in a press conference and made harsh comments to the film's depiction, describing it as "blatant, gratuitous violence."[28] In general, the rape scenes specifically were controversial.[29] Richard Godden defended Leone's representation of rape that it "articulates the dysfunction between bodies in images and bodies themselves." Elizabeth McGovern supported Godden's claim and said that Leone didn't intend to glamorize any "violent sex".[28] In his book, Leone scholar Christopher Frayling argues that the movie's central gang are all emotionally stunted: "... like small boys obsessed with their equipment who have no idea how to relate to flesh-and-blood women."[30]

Restored original

Robert De Niro and Elizabeth McGovern at the screening of the film's restored version, during the 2012 Cannes Film Festival

In March 2011, it was announced that Leone's original 269-minute version was to be re-created by a film lab in Italy under the supervision of Leone's children, who had acquired the Italian distribution rights, and the film's original sound editor, Fausto Ancillai, for a premiere in 2012 at either the Cannes Film Festival or Venice Film Festival.[34][35]

The restored film premiered at the 2012 Cannes Film Festival, but because of unforeseen rights issues for the deleted scenes, the restoration had a runtime of only 251 minutes.[36][37][38] However, Martin Scorsese (whose Film Foundation helped with the restoration) stated that he was helping Leone's children gain the rights to the final 24 minutes of deleted scenes to create a complete restoration of Leone's envisaged 269-minute version. On 3 August 2012, it was reported that after the premiere at Cannes, the restored film was pulled from circulation, pending further restoration work.[39]

The initial critical response to Once Upon a Time in America was mixed, because of the different versions released worldwide. While internationally the film was well received in its original form, American critics were much more dissatisfied with the 139-minute version released in North America. This condensed version was a critical and financial disaster,[45] and many American critics who knew of Leone's original cut attacked the short version.

Some critics compared shortening the film to shortening Richard Wagner's operas, saying that works of art that are meant to be long should be given the respect they deserve. In his 1984 review, Roger Ebert gave the uncut version four stars out of four and wrote that it was "an epic poem of violence and greed", but described the American theatrical version as a "travesty".[46] Furthermore, he gave the American theatrical version one star out of four, calling it "an incomprehensible mess without texture, timing, mood, or sense."[47] Ebert's television film critic partner Gene Siskel considered the uncut version to be the best film of 1984 and the shortened, linear studio version to be the worst film of 1984.[48] Vincent Canby of The New York Times criticized the nonlinear narrative that is structured throughout the film.[49]

It was only after Leone's death and the subsequent restoration of the original version that critics began to give it the kind of praise displayed at its original Cannes showing. The uncut original film is considered to be far superior to the edited version released in the U.S. in 1984.[50] Ebert, in his review of Brian De Palma's The Untouchables, called the original uncut version of Once Upon a Time in America the best film depicting the Prohibition era.[51] James Woods, who considers it to be Leone's finest film, mentioned 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.[33] Some were critical towards the movie's graphic violence and cruelty, with Donald Clarke of The Irish Times condemning it as a "fistful of misogyny" and "offensively sexist".[52]

On the review aggregator website Rotten Tomatoes, Once Upon a Time in America has an approval rating of 87% based on 55 reviews, with an average score of 8.50/10. The website's critic consensus reads, "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."[53] On Metacritic, the film has a weighted average score of 75 out of 100 based on reviews from 20 critics, indicating "generally favorable reviews".[54]

The film has since been ranked as one of the best films of the gangster genre. When Sight & Sound asked several UK critics in 2002 what their favorite films of the last 25 years were, Once Upon a Time in America placed at number 10.[55] In 2015, the film was ranked at number nine on Time Out's list of the 50 best gangster films of all time,[56] while in 2021, The Guardian cited it as the fourth greatest mobster film ever made.[57]

As the film begins and ends in 1933, with Noodles hiding in an opium den from syndicate hitmen, and the last shot of the film is of Noodles in a smiling, opium-soaked high, the film can be interpreted as having been a drug-induced dream, with Noodles remembering his past and envisioning the future. In an interview by Noël Simsolo published in 1987, Leone lent support to this interpretation, saying that the scenes set in the 1960s could be seen as an opium dream of Noodles'.[64] In the DVD commentary for the film, 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.[65]

The ending in which Max appears as Noodles is leaving Bailey's mansion and then suddenly disappears behind a truck only for Noodles to see the blades of the truck spinning, was reportedly left ambiguous on purpose. James Woods, who played Max, stated that he does not know if Max jumped in the truck or just disappeared. Critic Carlo Affatigato described this twist as a "paradox," postulating that the whole film is about how Noodles spends the second half of his life seeking out the truth of what happened, only to discover it, not accept it, and not investigate what happens to Max in the end. Noodles only wants to believe the reality he has created for himself, not an objective one. Affatigato also believes this could point to it all being the imagination of Noodles.[66]

Many people (including Schickel) assume that the 1968 Frisbee scene, which has an immediate cut and gives no further resolution, was part of a longer sequence.[67] Ebert stated that the purpose of the flying disc scene was to establish the 1960s time frame and nothing more.[46]

• List of films cut over the director's opposition

• Once Upon a Time in America at IMDb
• Once Upon a Time in America at Rotten Tomatoes
• Once Upon a Time in America at Box Office Mojo
• Once Upon a Time in America at AllMovie