I noticed several compared this to "The Godfather"....though I think this is a bit of hyperbole.

Rating: 7/10 (29 August 2011)

Before I get to talking about the film overall, I think I should point out to anyone who wants to see "Once Upon a Time in America" that it is a very graphic movie. While it's rated R, it's a 'hard R'--and I could almost see it getting an NC-17 if shown today--especially when much more benign films like "A Dirty Shame" was recently given the NC-17 distinction. In the film, you'll see closeups of a guy peeing, lots of blood, a kid on toilet, lots of teen sex, a very, very explicit rape, and a closeup of a guy getting shot in the eye. This is not necessarily meant as a criticism (after all, this is a gangster film) but you cannot ignore this when you discuss the film.
This film is a long and VERY deliberately paced epic film about a small group of men in the Jewish mob. I say deliberately paced, as the famed director, Sergio Leone, took a very, very slow approach to the film. To me, this was a good and bad thing. On one hand, it was beautiful-- the camera-work was great and the look of the film was striking. On the other, the film was nearly four hours long YET most of the characters seemed underdeveloped and vague. In many ways, this makes it reminiscent of Leone's "Once Upon a Time in the West"--but I think "West" had a tighter story and more clearly understood characters. The film also was much like this earlier Leone film due to its musical score by Ennio Morricone--though the extensive use of Zamfir's panpipes did set the film apart. For me, I loved and disliked the film at the same time. I sure can respect it--but also was depressed that the film never seemed to completely gel.
One aspect of the film I would like to talk about and that is the rape scene. If you see the film, you'll know exactly which scene I am talking about. Part of me liked it because it tended to say that although DiNero's character seemed nice compared to the other thugs, he STILL was a vile thug down deep. And, making the rape so intensely realistic further clarified that this was NOT a sex act or sexy--it was violent and vile. On the other hand, I sure felt uneasy seeing such a super-violent scene begin portrayed THIS vividly--it could easily shake you up or cause strong reactions in rape victims viewing the film.
By the way, early in the film, Jennifer Connelly says 'Pesach'. This is the Jewish word for 'Passover'.
Also by the way, the makeup was often brilliant. DiNero was aged magnificently by the makeup artists. On the other hand, Elizabeth McGovern's makeup late in the film was pathetic--especially when they slapped on harlequin-like makeup to try to hide the fact that she STILL looked very young. This was sad--especially because in this same scene, DiNero looked 30 years older than her.
Overall, I think there's a lot to like and a bit not to like about the film. I think that it is a bit overrated--and reviewers that say it's just as good or better than "The Godfather" should maybe back off a bit on the hyperbole. It is NOT another "Godfather"....and the only film that MIGHT get away with that claim is "The Godfather II". "Once Upon a Time in America" is worth seeing but is also very flawed--and a bit confusing, most likely due to the studio hacking out major portions of the film.