Leone turned down The Godfather to make this. It was the right decision.

Rating: 10/10 (20 June 2006)

Don't get me wrong, I love The Godfather and all, but the story does not suit Sergio Leone's unique and distinctly European style of direction. Once Upon A Time In America, on the other hand, was a story practically made for the man. Running at over three and a half hours in the most complete cut known to exist today, its pace might be leisurely and its action incidental, but one other thing it has in common with other Leone films is that it is never slow or boring. As a film about gangsters, it is a fine example. As a film about looking back upon the twists and turns life can take, it is a masterpiece. Although there are moments when its sets or props reveal the time the film was shot in, OUATIA is a timeless exploration of how the bonds between boys stretch, alter, and even break as they become men. The tagline ("As boys, they said they would die for each other. As men, they did.") is surprisingly accurate in summarising the film in spite of the fact that it gives very little away. It was Leone's last film, and a more fitting memorial simply does not exist in the medium.
Ironically, for a film directed by a man who has yet to be equalled for using the 2.35:1 frame in a dynamic fashion, Once Upon A Time In America is the first film Leone shot in the 1.85:1 ratio. I have to confess the cinematography disappointed me somewhat, with this narrower composition clearly allowing fewer opportunities for creative crowd shots. However, there still are fine examples abound of why a film should never be pared down to fit the box-like television that is now thankfully on its way into the kind of nostalgic past that this film spends a lot of its time depicting. Complementing the visuals is a score by Ennio Morricone that, while recalling shades of C'era Una Volta Il West, also provides a more subtle, emotional undercurrent for the visuals. The strings and choir heard when a rather young Jennifer Connelly is visible remind one of the haunting soloist heard when Jill McBain steps out into the train station being built at the end of the aforementioned C'era Una Volta Il West, only it is just as good and far more restrained.
Of course, no film can be what it is without actors, and Once Upon A Time In America has some of the best. The featurette included with the DVD-Video edition features James Woods describing how privileged he feels to have worked with Leone, and his performance in the film indicates he felt that way from the first. De Niro is also impeccable as the adult Noodles, portraying a young man, a middle-aged man, and an elderly man filled with regret using equal levels of skill and artistry. But in a contrast to Leone's other films, the surprise here is in the bit parts, where even the small walk-ons are portrayed with aplomb. Also surprising are the performances of the youngsters who portray our heroes during the earlier stages of the story. The aforementioned Connelly is a delight to watch, but Scott Tiler and Rusty Jacobs excel as youthful versions of De Niro and Woods. Even if you dispute Leone's composition and writing skills, one thing this film erases all doubts about is his ability to choose the right actors for the roles. Or perhaps he just brought out the very best in people.
Roger Ebert has said that editing is the soul of the cinema. He also said it was The Brown Bunny's salvation. In the case of Once Upon A Time In America, excessive editing was its damnation. For some reason too illogical to contemplate, the distributors chose to cut OUATIA from its intended length down to a little more than two hours. As Ebert has also mentioned, this decision, as well as that to arrange the scenes in a chronological fashion, made the film seem far longer than the more complete 229-minute cut, and also deprived it of that critical ability to make sense. If you hear someone telling you that this film is lousy or not well-paced, make sure to ask them which version they have seen. Leone has said that he would have liked the film to be anywhere from 250 to 265 minutes. One can only wonder what this other footage would have revealed, but alas, it is in a raw and possibly unusable state. Leone reportedly wished to finish these scenes for a future release, but we all know what happened next, sadly.
The use of transitions is also nothing short of brilliant. Early in the film, we hear a telephone ringing quite persistently, and the first twenty or so minutes feel quite disjointed. It is a testament to how well the film comes together that not only do all the pieces fit together like a sports car, the sound of a telephone ringing later in the film feels quite ominous. It is also a testament to the makeup artists' skill that Robert De Niro and James Woods appear at the chronological end of the film looking so old and ragged. About the only slip-up is that several of the main characters change eye-colour when they switch from their adult to child incarnations, and vice versa. For a younger cinemaphile seeing the film for the first time, it can be fun simply to see actors we have been taught to revere in the roles they played before they made portraying mobsters seem routine. After seeing OUATIA, I have developed a whole new appreciation for James Woods as an actor.
Out of ten, OUATIA is an unqualfied ten. Were I asked to choose a hundred films to send to an alien planet to demonstrate the creativity of mankind, at least two of them would be Leone's work, and OUATIA is certainly one of them.