Cannot recommend the movie too highly!

Rating: Null/10 (9 March 2004)

Once Upon A Time In America is a violent gangster film without being brutish. It is at once full of action and reflective. Leone's masterpiece carries an air of mystery about itself and ends without giving that mystery away...at least not openly.
Yet, this movie is never trite. What Leone created so wonderfully is a rich tapestry of the classic immigrant story. His characters struggle to carve a place for themselves in a new world (the world is always new to a kid; and in the 1910's and 1920's it was new to almost everyone else, as well). All of the characters, even the minor ones, seem to be in constant strife, fighting first to survive and then to thrive in the rich land of America. On one level, this movie is definitely a rags to incredible riches and power story. However, once survival is assured, one cannot always turn off the drive to succeed.
Of course, the avenue to success taken by the young lads is one of crime. Yet, their loyalty to each other is almost honorable. One would swear it was truly born of brotherhood, even to the point each sacrificing themeselves for the other.
But, no, these are not good people struggling with a bad lot in life. These are criminals who are willing to do whatever it takes to get ahead, including killing people. These are bad people who are very real, only they are not heartless. The violence in their lives is cast more as necessity and part of what has to be done, rather than a goal in itself.
What Leone succeeds at doing is making them interesting, truly interesting. The photography, the music and the pacing of the film all work to highlight the dance of friendship between Noodles and Max. For good or bad, when they agree and when they fall out in opposition, they are friends to the core. And, if there is any lesson to learn, it is that friendship, or the absence of it, means more to how one defines one's own life than disagreements and betrayals of that friendship.
And so, friendship is in fact the ultimate theme of Once Upon A Time In America and is what makes it more than a mere ganster film. De Niro and Woods are, indeed, two of the best gansters you will ever find. They are real and gritty and good and bad, all rolled up in one. But friendship and its counterpart, betrayal, are the stars.