An epic crime film starring Robert De Niro and James Woods, Once Upon a Time in America was written and directed by Sergio Leone in 1984. The Ladd Company, Embassy International Pictures, PSO Enterprises, Safran Cinematografica produced the film and Warner Bros.
was responsible for its distribution. The story follows best friends David “Noodles” Aaronson and Maximilian “Max” Bercovicz as they rise to fame as Jewish criminals in New York City’s underworld.
It’s based on Harry Grey’s novel The Hoods. The film deals with the rise of American mobsters alongside themes of childhood friendships, love, desire, money, betrayal, loss, and broken relationships.
It was Leone’s first feature film in 13 years and his last until his death five years later. Along with Once Upon a Time in the West 1968 and Duck, You Sucker! 1971, it completes Leone’s Once Upon a Time Trilogy.
Tonino Delli Colli directed the camerawork, while Ennio Morricone composed the score. Leone planned on making two three-hour films, then one that ran for 269 minutes 4 hours, 29 minutes, but he was persuaded by distributors to cut it down to 229 minutes 3 hours, 49 minutes.
Without his knowledge or consent, American distributors The Ladd Company cut the running time down to 139 minutes 2 hours, and 19 minutes and rearranged the sequences in chronological order.
Critics who saw both versions were extremely critical of the adjustments that were made, and the abridged version was a commercial and critical failure in the United States.
The original “European edit” is still highly regarded by critics and regularly appears on best-of lists, especially those devoted to gangster movies.
Three criminals in the year 1933 are on the lookout for a man they call “Noodles,” and they’re willing to resort to whatever means necessary to learn more about him.
Upon entering a wayang theater, the proprietors sneak into an underground opium den to forewarn Noodles.
Drugged and uninterested, he holds a newspaper with the stories of the deaths of bootleggers Patrick Goldberg, Philip Stein, and Maximilian Bercovicz in his numb hands. He saw the police take their bodies away; Max’s was too badly charred for identification.
Noodles manage to escape from the city without being caught, leaving behind just loneliness and poverty. David “Noodles” Aaronson and his pals Patsy Goldberg, Cockeye Stein, and Dominic are Lower East Side hoodlums in 1918.
They do odd jobs for local boss Bugsy. One of the robberies Max prevents is stolen from him by a crooked police officer. The five kids use the cop’s sex with the prostitute as leverage to form a gang that enjoys the same level of protection from the law as Bugsy.
Max and Noodles hit it off and become fast pals. After adopting Noodles’ plan to conceal bootleg liquor, the crew quickly moves up the ranks.
They give a friend who is not directly involved with their activities the key to a locker at the train station where they hide half of their proceeds. Noodles have feelings for Moe’s sister Deborah, a want to be a dancer and actress.
The boys are ambushed by Bugsy, who has become a rival, and Dominic is shot; he later dies in Noodles’ arms. After killing Bugsy and injuring a police officer, Noodles is thrown in jail.
In 1930, after doing his time, Noodles is released and reunites with his former inmates, who are now successful bootleggers.
His first assignment involves a diamond robbery in which they use an informant named Carol, who works in the jewelry industry and occasionally works as a prostitute.
Carol provokes Noodles to strike her during the robbery, and he then rapes her; she eventually becomes Max’s moll.
Noodles, unlike Max, dislikes authority and is uninterested in rising through the ranks, therefore the fact that the job was ordered by a Syndicate figure to remove rivals grates on his nerves.
Noodles first agree to Max’s plan to strengthen the gang’s ties to the Teamsters’ union boss Jimmy O’Donnell, but subsequently rejects the idea.
Noodles take Deborah out on an expensive date in an effort to get to know her better, and it is during this date that Deborah confesses her ambitions to become a Hollywood actress.
On the way home, Noodles assaults her in the limo. When he sees Deborah getting on the train to California, he is met with her cold disinterest. The success of the gang comes to an end when Prohibition is repealed in 1933.
Max proposes a theft from the New York Federal Reserve Bank, which Noodles and Carol consider a death mission. Carol persuades Noodles to report a minor crime in the hopes that Max’s ambition will be dampened by a stint in jail.
Max knocks Noodles out following an apparent spontaneous argument after Noodles contacts the cops.
After Noodles regains consciousness and learns that Max, Patsy, and Cockeye were murdered by the police, he feels guilty and seeks refuge in the opium den, as seen in the prologue.
After he rescues Moe, he learns that his new lover Eve has been slain and that the money from his train locker has vanished. After being betrayed by a member of his gang and murdered by Syndicate hitmen, Noodles takes up a new identity and moves to Buffalo.
In 1968, Noodles is belatedly notified that the Beth Israel Cemetery is being renovated, and asked to rebury any loved ones. After inquiring about the whereabouts of his friends’ bodies, the rabbi who wrote the letter revealed that they had been transferred to Riverdale.
Noodles go back to New York to be with Moe after realizing that his true identity has been discovered. Noodles discover the key to the railroad locker within the Riverdale tomb. Incorrectly attributed to Noodles in the caption of the memorial plaque is the fact that he built his own tomb.
The locker exposes a bag full of money, plus a note claiming this is a downpayment on his next job. Noodles hear on the news that controversial U.S. Secretary of Commerce Christopher Bailey has been the target of an attempted assassination.
The report depicts Jimmy O’Donnell, still a Teamsters head, distancing himself from the Bailey corruption incident. Carol is living in a retirement facility operated by the Bailey Foundation when Noodles is set.
She informs him that Max lied to them to get them to call the police on him and that he fired first because he preferred an early death to life in an asylum as his father did. Noodles find Deborah, who is still acting, in a dedication photo for a retirement home.
He informs her that he has been invited to a party at Bailey’s estate. Deborah tells Noodles that she is Bailey’s lover and begs him to leave before Bailey finds out the truth.
Noodles, despite Deborah’s warnings, decides to go outside and talk to Bailey’s son, who he thinks looks like a younger Max.
After meeting Bailey at the party, Noodles learns that Bailey is actually Max, who faked his murder with the help of the police and Syndicate, stole the gang’s money, and rebuilt himself as a self-made, Teamsters-connected politician.
Years ago, he admits, he took Deborah as his mistress. Max admits to Noodles that the assignment he has for him is to kill him, putting them both in jeopardy of financial collapse and the possibility of a Teamster assassination.
Noodles stubbornly refuse, calling him by his Bailey alias and stating that, in his opinion, Max died along with the rest of the group.
A garbage truck pulls up as Noodles departs the estate, and a man who looks like Max walks toward him from the front gate. Noodles can hear the auger conveyor at the back of the truck pulverizing trash, but he can’t find Max anywhere.