Once Upon a Time in America

Once Upon a Time in America Information

Once Upon a Time in America is a 1984 Italian epic crime drama film co-written and directed by Sergio Leone and starring Robert De Niro and James Woods. It 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, 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 changes 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, 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. 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 251 minutes. 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 3, 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.


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, 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.'"

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. Noodles 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 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."

Noodles' final visit is his attendance at Secretary Bailey's party where Secretary Bailey turns out to be none other than Max himself. 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 Federal Reserve Bank heist was a Syndicate operation, but he politely refuses to kill "Bailey" despite Max's confession that he betrayed him, stole the money and even "stole" his woman. Before leaving, he tells Max that his betrayal was meant to save his life. 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 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.


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


During the filming of Once Upon a Time in the West, Sergio Leone read the novel The Hoods, written by Harry Grey, a pseudonym for a former gangster-turned-informant whose real name was Harry Goldberg. Leone became intent on making another trilogy about America. He turned down an offer from Paramount Pictures to direct The Godfather in order to pursue his pet project. Grey finally met 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 film 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 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 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 style, 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).

Most of the exteriors were shot on location in New York City (such as in Williamsburg along South 6th Street, where Fat Moe's restaurant was based, and South 8th Street), but several key scenes were shot elsewhere. Most of the interiors were shot in Cinecittà in Rome. The beach scene where Max unveils his plan to rob the Federal Reserve was shot in St. Petersburg, Florida. The New York's railway "Grand Central Station" scene in the thirties flashbacks was shot in the Gare du Nord in Paris. The interiors of the lavish restaurant where Noodles takes Deborah on their date were shot in the Hotel Excelsior in Venice, Italy. The gang's hit on Joe was filmed in Quebec. The famous view of the Manhattan Bridge shown in the movie's official poster can 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 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) 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.

Film versions


There are three abridged versions of the film, two of which are currently available:

  • The 229 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 prepared in the early-to-mid-1990s, which retained the film's non-chronological order but still left out several key scenes.
  • The 139 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, saying that works of art that are meant to be long should be given the respect they deserve.
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.

A 256 minute restored version adding 26 minutes to the currently available 229 minute version screened at the 2012 Cannes Film Festival. This brings the film back the closest it has ever been to the original run time Leone first crafted.

DVD releases

The film was released on DVD in the late '90s. A two-disc special edition was released on DVD in June 2003.

Blu-ray Disc releases

The film was released on Blu-ray Disc in February 2011. The Blu-ray Disc contains a high definition, re-mastered 229 minute cut of the film.


The music was composed by Leone's long-time collaborator, Ennio Morricone. Due to the film's unusually long production, 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 Lennon"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.
  • "Summertime" (written by George Gershwin " 1935) An instrumental version of the aria from the opera Porgy and Bess is playing softly in the background as Noodles explains to "Secretary Bailey" why he could never kill his friend, just before leaving.
  • "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 hearing 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.
  • "St. James Infirmary Blues" is used during the prohibition 'funeral' at the gang's speakeasy.
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 Film Critics Association

  • Best Music " Ennio Morricone
American Film Institute Lists

  • AFI's 100 Years of Film Scores " Ennio Morricone (Nominated)
  • AFI's 10 Top 10 " Gangster Film (Nominated)

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 States. 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". Ebert's television movie critic partner Gene Siskel considered the uncut version to be the best movie of 1984.

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. 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

  • List of films cut over the director's opposition

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