Once Upon A Time In America poster.jpg

Once Upon a Time in America is a 1984 epic crime film co-written and directed by Sergio Leone and starring Robert De Niro and James Woods. It chronicles the lives of best friends David "Noodles" Aaronson and Maximilian "Max" Bercovicz as they lead a group 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, lust, greed, betrayal, loss, broken relationships, and the rise of mobsters in American society.

Leone adapted the story from the novel The Hoods, written by Harry Grey, while filming Once Upon a Time in the West. The film went through various casting developments and production issues before filming began in 1982.

The original version by the director was 269 minutes (4 hours and 29 minutes) long, but when the film premièred out of competition at the 1984 Cannes Film Festival,[1] Leone had cut it down to 229 minutes (3 hours and 49 minutes) to appease the distributors. This was the version that was to be shown in European cinemas. However, for the US release on June 1, 1984, Once Upon a Time in America was edited down even further to 139 minutes (2 hours and 19 minutes) by the studio and against the director's wishes. In this short version, the flashback narrative was also changed, by re-editing the scenes in chronological order. Leone was reportedly heartbroken by the American cut, and never made another film before his death in 1989.

In March 2011, it was announced that the original 269 minutes version was to be re-created by a film lab in Italy under the supervision of Leone's children, who have 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 the Venice Film Festival.[2][3] The new restoration of the film premiered at the 2012 Cannes Film Festival, but due to unforeseen rights issues for the deleted scenes, the film's new restoration actually ended up being 245 minutes.[4][5] However, Martin Scorsese (whose Film Foundation helped with the film's restoration), stated that he is helping Leone's children get the rights to the final 24 minutes of deleted scenes to make a complete version of Leone's original 269 minute version.

On August 3rd, 2012, it was reported that the restored version of the film that premiered at the 2012 Cannes film festival has been pulled from circulation pending further restoration work. It is unknown whether the new restoration will include the remaining 24 minutes of deleted scenes. The new restoration is expected to debut sometime between winter 2012 to spring 2013.[6]


Template:Plot The film is presented in non-chronological order. While this plot states the film from the 1920s to the '60s the film is largely told through flashbacks from the 1960s.


David "Noodles" Aaronson struggles to survive as a poor street kid in the Jewish ghetto on the Lower East Side of Manhattan,[7] in 1920. His gang consists of Patrick "Patsy" Goldberg, Phillip "Cockeye" Stein, and little Dominic. They work for Bugsy, a local hood, until they meet Max Bercovicz and become an independent operation under his and Noodles' leadership. Noodles has a fruitless flirtation with Deborah Gelly (Jennifer Connelly), who aspires to be a dancer and actress. Bugsy attacks the boys 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.


Twelve years later, Noodles (now played by Robert De Niro) is released from jail in 1932 and becomes reacquainted with his old gang: Max (James Woods), Patsy (James Hayden) and Cockeye (William Forsythe), who are now major players in the bootlegging industry during Prohibition. After briefly reuniting with other acquaintances such as Deborah (now played by Elizabeth McGovern), her brother Fat Moe (Larry Rapp), who runs the speakeasy, and Peggy (Amy Ryder), the gang is recruited by a Detroit mobster, Joe (Burt Young), through the auspices of a local mobster, Frankie Manoldi (Joe Pesci) to steal a shipment of diamonds from an insurance dealer. Carol (Tuesday Weld), the jeweler's secretary, is in on the job and goads Noodles into raping her during the robbery. During an exchange at an abandoned dockyard, Joe and his henchmen are gunned down in a surprise hit by the gang; Frankie Manoldi had arranged the hit to eliminate the competition from Detroit. Leaving the scene, Noodles argues that Max said nothing to him about killing the mobsters, reminding him that they never planned to work for anybody. This is the first sign of the rift between Noodles and Max, which is one of two central themes of the story: the second being Noodles' doomed relationship with Deborah.

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 (Danny 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 when she tells him she is leaving the following night for the West Coast where she plans to further her acting career. 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 New York 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 is beaten by Max after calling his plans "crazy." Later, Noodles learns that Max, Patsy, and Cockeye are all killed in a gunfight after getting cornered by the police. He is consumed with guilt for having made the phone call.

Noodles' new girlfriend Eve (Darlanne 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. 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 Buffalo, where he lives for decades under an assumed name.


In 1968, a gray-haired and world-weary Noodles returns to New York City where he goes to stay with Fat Moe at his restaurant. Noodles shows Moe a letter he received from the local rabbi notifying him that the cemetery where his three friends were buried has been sold for development. The letter offers relatives and friends of the deceased the opportunity to have their remains interred elsewhere. Moe tells Noodles that he got a similar letter on account of his father some eight months previously. Noodles explains that the late delivery of the letter, coupled with the fact that the bodies of Max, Patsy and Cockeye have long since been removed to an exclusive private cemetery, is the reason why he has come back out of hiding. Fat Moe asks: "What's this all mean?" Noodles answers: "It means, 'Noodles, though you've been hiding in the asshole of the world, we found you. We know where you are.' It means, 'Get ready.'"

He also tells him about the disappearance of the gang money and implicitly also about the fact that nothing is what it seems about what happened tot heir friends so many years ago. Moe agrees in finding out, now that the risk in this matter has become smaller and lets Noodles stay in his house for that. There Noodles also begins to reflect about his past life in New York.

At the mausoleum where his friends have been reburied, Noodles discovers a key hanging on a plaque dedicating the monument to them in his name. It is similar to the one he and his childhood friends shared for the train station locker they used as an informal bank throughout their career as mobsters. When he goes to the station, he finds the locker contains a suitcase full of cash and a note to the effect that it is advance payment on his next job and an invitation to a party of Secretary Bailey.. Noodles then goes to see an elderly Carol who is living or working at an institution run by the Bailey Foundation. The establishment looks like a hospital or a home for the aged. Carol tells Noodles that Max triggered his own death as well as the killing of Patsy and Cockeye by opening fire at the police that night. As they talk, Noodles inspects a group photograph from the opening day of the institution where an older Deborah can be seen very clearly sitting, pride of place, in the center of the front row. Carol is not sure who she is, referring to her as a famous actress and the patron saint of the institution.

Noodles visits Deborah in her dressing room where she is taking off her make-up following a performance of Antony and Cleopatra. Deborah becomes agitated as Noodles begins to question her about the politically embattled Secretary Bailey who featured, obliquely, in a sequence of televised news reports earlier. Noodles is impatient as Deborah recites a few details known to just about anyone who reads the papers, challenging her that she has been living with him for years. Noodles mentions he has an invitation to "a party on Long Island" on Saturday night, although it is never clear exactly where or when that invitation was issued. Deborah advises him not to go, becoming frantic when they are interrupted by a knock on the dressing room door. The voice of a young man calls her by name. She asks him to wait, begging Noodles to leave by the back door, to go and not look back. Noodles leaves the way he came in and is shocked to be confronted by a young man bearing a striking resemblance to Max at the same age. Deborah introduces him as Secretary Bailey's son: "His name is David, just like yours." Knowing the shocking truth that Bailey is Max, he breaks with Deborah and Deborah cannot look at herself anymore.

Noodles' final visit is his attendance at Secretary Bailey's party where Secretary Bailey, as expected, turns out to be none other than Max himself. He is now under investigation for corruption and the Syndicate, who is now under the leadership of Jimmy Conway, want him dead to save themselves, because they are also involved in the corruption. They force him under threat of death to him and his son to make his last will under their orders, in which he must give up everything except a part for his son´s sake to maintain appearances in front of the public and have also given him an ultimatum to kill himself the same day in order to stop the investigation and save his son´s life.

Knowing he has no choice but to give in, he decided 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" despite Max's confession that he betrayed him killing his other friends on the way, stole the money and even "stole" his woman. He implicitly tells Max that his betrayal was meant to save his life, but also tells him that, in his eyes, he died 35 years ago, when he did that and goes away not giving him what he wanted. Max follows him to the road, and as an industrial garbage disposal truck parked there starts up and begins to slowly move down the road, Max appears to follow it and as his feet disappear behind the tires, we hear additional noises coming from the truck (the feet then reappear briefly running with the truck). As the truck passes, Max has disappeared, and in the back of the truck are sharp radius augers designed to move trash or debris into the top of the truck, leaving Max's fate somewhat ambiguous, but implying that he threw himself into the truck to be torn apart by the screws. Noodles reflects after that.


He remembers, how he goes to an opium den following the loss of his friends. As he settles into his dream, his expression appears to shift from glazed relaxation through a faint glimmer of realisation before cracking into a final, broad grin which is frozen for the end titles.

It is implied that Noodles has finally found happiness in real life replacing it with the fake one back then and has also found peace with his past life immersed in suffering, which means he is now able to move on with his own life without having to look back anymore. It is also implied, he also does in better conditions thanks to the money he received from Bailey..


Character Actor (adult) Actor (adolescent)
David "Noodles" Aaronson Robert De Niro Scott Tiler
Maximilian "Max" Bercovicz / Christopher Bailey James Woods Rusty Jacobs
Deborah Gelly Elizabeth McGovern Jennifer Connelly
Patrick "Patsy" Goldberg James Hayden Brian Bloom
Philip "Cockeye" Stein William Forsythe Adrian Curran
Carol Tuesday Weld
Moe "Fats" Gelly Larry Rapp Mike Monetti
Frankie Manoldi Joe Pesci
James Conway O'Donnell Treat Williams
Bugsy James Russo
Peggy Amy Ryder Julie Cohen
Joe Minaldi Burt Young
Chief Vincent Aiello Danny Aiello
Eve Darlanne Fluegel
Dominic Noah Moazezi
Woman in the Puppet Theatre Olga Karlatos
Cemetery Director (2012 Restoration only) Louise Fletcher

Critical Reception

Reception and legacy

The film premiered at the 1984 Cannes Film Festival in April[8] and, according to Howard Hughes´ book Crimewave: A Filmgoer's Guide to Great Crime Movies, received a "15 minute standing ovation".[9] 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 States.[10] 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".[11] Ebert's television movie critic partner Gene Siskel considered the uncut version to be the best movie of 1984.[12]

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 De Palma's The Untouchables, called the original uncut version of Once Upon a Time in America the best film depicting the Prohibition era.[13] 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,[14] Once Upon a Time in America was placed number 10.[15]


  • Hughes, Howard (2002). Crime Wave: The Filmgoers' guide to the great crime movies


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