# Once Upon a Time in America

Once Upon a Time in America (Italian: C'era una volta in America) is a 1984 epic crime film co-written and directed by Italian filmmaker Sergio Leone, and starring Robert De Niro and James Woods. The film is an Italian–American venture produced by The Ladd Company, Embassy International Pictures, PSO Enterprises and Rafran Cinematografica, and distributed by Warner Bros. Based on Harry Grey's novel The Hoods, it chronicles the lives of best friends David "Noodles" Aaronson and Maximilian "Max" Bercovicz as they lead a group of Jewish ghetto youths who rise to prominence as Jewish gangsters in New York City's world of organized crime. The film explores themes of childhood friendships, love, lust, greed, betrayal, loss, and broken relationships, together with the rise of mobsters in American society.
It was the final film directed by Leone before his death five years later, and the first feature film he had directed in 13 years. It is also the third installment of Leone's Once Upon a Time Trilogy, which includes Once Upon a Time in the West (1968) and Duck, You Sucker! (1971). The cinematography was by Tonino Delli Colli, and the film score by Ennio Morricone. Leone originally envisaged two three-hour films, then a single 269-minute (4 hours and 29 minutes) version, but was convinced by distributors to shorten it to 229 minutes (3 hours and 49 minutes). The American distributors, The Ladd Company, further shortened it to 139 minutes (2 hours and 19 minutes), and rearranged the scenes into chronological order, without Leone's involvement.
The US edit was a critical and commercial flop in the United States, and critics who had seen both versions harshly condemned the changes made. The original "European cut" has remained a critical favourite and frequently appears in lists of the greatest films of all time, especially in the gangster genre.

## Plot

In the 1930s, three thugs search for a man named "Noodles". Noodles is drugging himself in an opium den with a newspaper next to him featuring the death of bootleggers Patrick Goldberg, Philip Stein, and Maximilian Bercovicz. He recalls the police removing their corpses, one burnt beyond recognition. Noodles evades capture and leaves the city.
In 1918, David "Noodles" Aaronson leads a gang of him and his three friends "Patsy" Goldberg, "Cockeye" Stein and Dominic, performing jobs for local gangster Bugsy. They meet Max as he foils one of their robberies but has the booty stolen from him by corrupt police officer Whitey. Max joins their gang and they later blackmail Whitey and get the same police protection as Bugsy.
The gang becomes successful liquor smugglers. They deposit their earnings in a locker, giving the key to a friend of theirs, Moe. Noodles is in love with Moe's sister, Deborah, who dreams of becoming a dancer. Due to his socialization as a gangster, Deborah sees no future for their love. Bugsy, now a rival, ambushes the gang and fatally shoots Dominic. Noodles kills Bugsy and is sentenced to prison.
Upon his release a decade later, Noodles rejoins his gang. During a diamond heist they use jewellery employee Carol as their informant. She goads Noodles into hitting her, after which he rapes her; she later becomes Max's girlfriend. Noodles realizes that the heist was commissioned by a syndicate figure to eliminate competition. This leads to tensions between Max and Noodles, who seeks independence. The gang provides protection for Teamsters' union boss O'Donnell, during the course of which they exchange newborns at a clinic, punishing the head of the police whose wife has just given birth to a boy at that clinic. This results in the police withdrawing their actions against striking workers.
Noodles takes Deborah on a lavish date. When she reveals her plans to pursue a career in Hollywood, he snaps and rapes her. As she departs the next day, he attempts to catch a glance of her sitting on the train, but she avoids eye contact.
The repeal of Prohibition forces the gang to look for alternative activities. Max suggests a New York Federal Reserve Bank heist, which Noodles and Carol deem too risky. Carol convinces Noodles to inform the police about a lesser offense, hoping brief incarceration will cool off Max's ambition. After Noodles calls the police, Max knocks him out. Upon regaining consciousness, Noodles learns that Max, Patsy, and Cockeye have been killed by the police during the heist, as established at the beginning of the film. A guilt-ridden Noodles hides in the opium den. During his subsequent escape, he realizes the locker money has disappeared.
In the 1960s, Noodles returns to Manhattan for the first time since the 1930s after receiving a letter indicating that his identity has been uncovered, seeking to find out who is responsible. He learns that the bodies of his three friends have been relocated to Riverdale. He visits their mausoleum in Riverdale and finds a key to a railway locker.
The locker reveals a suitcase full of money, stated to be the advance on his next job. Noodles learns of the corruption scandals around Senator Christopher Bailey and visits Carol in a retirement home run by the Bailey Foundation. She tells him that Max manipulated them into tipping him off to the police and that Max opened fire first, wishing to die young. Noodles spots Deborah in a memorial photograph, who has become a major actress, and starts to suspect a connection between Deborah and Bailey. He tracks down Deborah and visits her, telling her about his invitation to a party at Bailey's mansion and challenging her to tell him about the mysterious job as well as the identity of Bailey. Deborah admits to being Bailey's lover and begs Noodles to leave the city before facing hurtful revelations. Ignoring her advice, Noodles leaves her after seeing Bailey's son, who looks like the young Max.
Noodles meets Bailey, who turns out to be Max. Having faked his death, Max stole the gang's money and reinvented himself as a self-made business man. He also made Deborah his mistress, thus robbing Noodles of everything he had. Faced with ruin due to the corruption scandal, Max reveals that he is behind the mysterious job, which is for Noodles to kill him. Noodles refuses. As Noodles leaves the estate, a garbage truck passes and a man, presumably Max, walks toward Noodles until the truck passes between them. Noodles sees the truck's auger conveyor grinding garbage, but the man is nowhere to be seen.

## Interpretations

As the film begins and ends in 1933, with Noodles hiding in an opium den from syndicate hitmen, and the last shot of the film is of Noodles in a smiling, opium-soaked high, the film can be interpreted as having been a drug-induced dream, with Noodles remembering his past and envisioning the future. In an interview by Noël Simsolo published in 1987, Leone lent support to this interpretation, saying that the scenes set in the 1960s could be seen as an opium dream of Noodles'. In the DVD commentary for the film, 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.
The ending, in which Max disappears behind a truck as Noodles is leaving Bailey's mansion, only for Noodles to see the blades of the truck spinning, was reportedly left ambiguous on purpose. James Woods, who played Max, stated that he does not know if Max jumped in the truck or just disappeared. Critic Carlo Affatigato described this twist as a "paradox", postulating that the whole film is about how Noodles spends the second half of his life seeking out the truth of what happened, only to discover it, not accept it, and not investigate what happens to Max in the end. Noodles only wants to believe the reality he has created for himself, not an objective one. Affatigato also believes this could point to it all being the imagination of Noodles.
Many people (including Schickel) assume that the 1968 Frisbee scene, which has an immediate cut and gives no further resolution, was part of a longer sequence. Ebert stated that the purpose of the flying disc scene was to establish the 1960s time frame and nothing more.

## Cast

* Robert De Niro as David "Noodles" Aaronson
** Scott Tiler as Young David "Noodles" Aaronson
* James Woods as Maximilian "Max" Bercovicz
** Rusty Jacobs as Young Maximillian "Max" Bercovicz and David Bailey
* Elizabeth McGovern as Deborah Gelly
** Jennifer Connelly as Young Deborah Gelly
* Joe Pesci as Frankie Minaldi
* Burt Young as Joe Minaldi
* Tuesday Weld as Carol
* Treat Williams as Jimmy Conway O'Donnell
* Danny Aiello as Police Chief Vincent Aiello
* Richard Bright as Joe "Chicken Joe"
* James Hayden as Patrick "Patsy" Goldberg
** Brian Bloom as Young Patrick "Patsy" Goldberg
* William Forsythe as Philip "Cockeye" Stein
** Adrian Curran as Young Philip "Cockeye" Stein
* Darlanne Fluegel as Eve
* Larry Rapp as Morris "Fat Moe" Gelly
** Mike Monetti as Young Morris "Fat Moe" Gelly
* Richard Foronjy as Officer "Fartface" Whitey
* Robert Harper as Sharkey
* Dutch Miller as Van Linden
* Gerard Murphy as Crowning
* Amy Ryder as Peggy
** Julie Cohen as Young Peggy
* Estelle Harris as Peggy's Mother
The cast also includes Noah Moazezi as Dominic, James Russo as "Bugsy", producer Arnon Milchan as Noodles' Chauffeur, Marcia Jean Kurtz as Max's Mother, Joey Faye as an "Adorable Old Man", and Olga Karlatos as Wayang Patron. Frank Gio, Ray Dittrich, and Mario Brega (a Leone regular who had appeared in Dollars Trilogy) respectively appear as "Beefy", "Trigger" and "Mandy", a trio of gangsters who search for Noodles. Frequent De Niro collaborator Chuck Low and Leone's daughter Francesca respectively make uncredited appearances as Fat Moe (and Deborah's Father), and as David Bailey's Girlfriend. In the 2012 restoration, Louise Fletcher appears as The Cemetery Director of Riverdale, where Noodles visits his friends' tomb in 1968.

## Production
### Development

During the mid-1960s, Sergio Leone had read the novel The Hoods by Harry Grey, a pseudonym for the former gangster-turned-informant whose real name was Harry Goldberg. In 1968, after shooting Once Upon a Time in the West, Leone made many efforts to talk to Grey. Having enjoyed Leone's Dollars Trilogy, Grey finally responded and agreed to meet with Leone at a Manhattan bar. Following that initial meeting, Leone met with Grey several times throughout the remainder of the 1960s and 1970s, having discussions with him to understand America through Grey's point of view.
Intent on making another trilogy about America consisting of Once Upon a Time in the West, Duck, You Sucker! and Once Upon a Time in America, Leone turned down an offer from Paramount Pictures to direct The Godfather in order to pursue his pet project.
At some point Leone considered other colleagues including Miloš Forman and John Milius for the role of director, with him just serving as producer. For some time the project was linked to French producters André Génovès and Gérard Lebovici and later to Gaumont, with Gérard Depardieu and Jean Gabin supposed to be main actors.
Acquiring the rights to the novel proved to be complicated, as they had been bought by Dan Curtis, who intended to shoot the film and refused various offers by Leone and by his backers to sell the rights. Curtis eventually transferred the rights to Alberto Grimaldi, in exchange for Grimaldi's production of his $2 million film Burnt Offerings.
Initially, only a draft for the film's opening scene was made, penned by Ernesto Gastaldi and developed by Robert Dillon, which Dillon eventually used in John Frankenheimer's film 99 and 44/100% Dead, much to Leone's dismay. After Grimaldi bought the rights, he felt that he needed an American scriptwriter to faithfully capture the spirit of the novel; he eventually made a deal with Norman Mailer, whose draft greatly disappointed both Grimaldi and Leone, who later described Mailer's draft as 'a Mickey Mouse version [of the novel]' that lacked in structure and 'made no sense at all'. A few elements of Norman Mailer's first two drafts would eventually appear in the film.
After Mailer's fiasco, Leone opted for an all-Italian team of scriptwriters: Leonardo Benvenuti and Piero De Bernardi would focus on the 1920s section, Enrico Medioli on the 1930s section, and Franco "Kim" Arcalli on the time shifts, with Leone supervising and Franco Ferrini polishing the script. As of 1975-6 Leone's casting ideas still included Depardieu and Gabin, as well as Richard Dreyfuss as Max, James Cagney, Robert Charlebois, and appearances by Henry Fonda, James Stewart, George Raft and Glenn Ford. In 1976, Ennio Morricone had already composed all the main themes for the film. In the meanwhile relations between Grimaldi and Leone soured, with Grimaldi unconvinced of the film's commercial viability and eventually exiting the project, being replaced in 1980 by Arnon Milchan. At this stage, Leone's casting ideas included Tom Berenger, Dustin Hoffman, Paul Newman and Liza Minnelli. A 317 pages shooting script was completed in late 1981. The final script, translated in English by Stuart M. Kaminsky, was approved by Leone in May 1982.

### Casting

In 1981, at Milchan's suggestion, Leone met Robert De Niro and eventually offered him a role of his choice between Noodles and Max. De Niro's commitment turned out to be crucial for Milchan's securing the financial backing for the film.
For the role of Max, eventually played by James Woods, about 200 actors were auditioned. Elizabeth McGovern was chosen for the role of Deborah against De Niro's request for having a New York native with a Brooklyn accent, due to Leone's appreciation of her performance in Ragtime. Joe Pesci was chosen by Arnon Milchan because of his role in Raging Bull, and was offered a supporting role of his choice. Tuesday Weld was cast as Carol, a role that Leone had previously envisioned for Claudia Cardinale, at De Niro's recommendation.
For the children's roles, Leone entrusted the task to Cis Corman and asked him not to have child stars and instead to have actors who had lived in New York's Jewish neighborhood and had no previous acting experience; in the end, Corman provided mostly actors without film credits but with experiences on stage and on television.

### Filming

The filming of Once Upon a Time in America started in June 1982 and eventually ended in April the next year. The locations where the shooting took place were in and around US, Canada, Italy, and France, with a focal point in New York City. Interior scenes were mostly filmed at the Cinecittà Studios in Rome.
The beach scene, where Max unveils his plan to rob the Federal Reserve, was shot at The Don CeSar in St. Pete Beach, Florida. The New York's railway "Grand Central Station" scene in the thirties flashbacks was filmed 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 [it] in Venice, Italy. Shooting in New York proved to be difficult, as the IATSE labor union raised a strong controversy over Leone's use of a foreign crew, and launched such a massive public protest campaign that President Ronald Reagan called for a Department of Labor investigation into the matter.
De Niro shot his scenes in chronological continuity. His make-up as an old man required four to six hours of preparation. After a few weeks Nilo Jacoponi, Manlio Rocchetti and Gino Zamprioli replaced Christopher Tucker, whose make-up was considered excessive and unrealistic by Leone.

### Editing

By the end of filming, Leone had ten hours worth of footage. With his editor, Nino Baragli, Leone trimmed this to almost six hours, and he originally wanted to release the film in two parts. The producers refused, partly because of the commercial and critical failure of Bernardo Bertolucci's two-part 1900, and Leone was forced to further shorten it. The film was originally 269 minutes (4 hours and 29 minutes), but when the film premiered out of competition at the 1984 Cannes Film Festival, Leone had cut it to 229 minutes (3 hours and 49 minutes) to appease the distributors, which was the version shown in European cinemas.

### Music

The musical score was composed by Leone's longtime collaborator Ennio Morricone. "Deborah's Theme" was written for a Franco Zeffirelli film but was rejected. The score is also notable for Morricone's incorporation of the music of Gheorghe Zamfir, who plays a pan flute. Zamfir's flute music was used to similar effect in Peter Weir's Picnic at Hanging Rock (1975). Morricone also collaborated with vocalist Edda Dell'Orso on the score.
Besides the original music, the film used 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.
* "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, just before leaving, explains to "Secretary Bailey" why he could never kill his friend.
* "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 was played on the gramophone danced to by young Deborah in 1918; a similar version played by Fat Moe's jazz band in the speakeasy in 1930; and a string version, during Noodles' date with Deborah. Both versions are available on the soundtrack.
* Part of the third theme from the overture to La gazza ladra (Gioachino Rossini – 1817) – Used during the 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 the party at the house of "Secretary Bailey" in 1968.
* "St. James Infirmary Blues" is used during the Prohibition "funeral" at the gang's speakeasy.
A soundtrack album was released in 1984 by Mercury Records. This was followed by a special-edition release in 1995, featuring four additional tracks.

## Release

Once Upon a Time in America premiered at the 1984 Cannes Film Festival on May 20, 1984. It received a 15-minute standing ovation after the screening. In the United States, a heavily edited version of the film received a wide release in 894 theaters on June 1, 1984, and grossed $2.4 million during its opening weekend. It ended its box office run with a gross of just over $5.3 million on a $30 million budget, and became a box office bomb.
Numerous women at the film's premiere reacted furiously, mostly due to the two rape sequences. One among them later confronted Robert De Niro in a press conference and made harsh comments to the film's depiction, describing it as "blatant, gratuitous violence". In general, the rape scenes specifically were controversial. Richard Godden defended Leone's representation of rape, saying that it "articulates the dysfunction between bodies in images and bodies themselves". Of the scene in which De Niro's character rapes her character, Elizabeth McGovern said it "didn't glamorize violent sex: it is extremely uncomfortable to watch and it is meant to be". She went on to state:
   And if you say, "this violence is wrong", you'd have to enlarge that to say, "all violence in movies in wrong", and then you'd have to say, "you can only make movies about good people who obey the law and do right things" which a) excludes a lot of what life is and b) makes for some very boring movies.
In his book, Leone scholar Christopher Frayling argues that the movie's central gang are all emotionally stunted: "like small boys obsessed with their equipment who have no idea how to relate to flesh-and-blood women".

### Versions
#### US version

The film was shown in limited release and for film critics in North America, where it was slightly trimmed to secure an "R" rating. Cuts were made to two rape scenes and some of the more graphic violence at the beginning. Noodles' meeting with Bailey in 1968 was also excised. The film gained a mediocre reception at several sneak premieres in North America. Because of this early audience reaction, the fear of its length, its graphic violence, and the inability of theaters to have multiple showings in one day, The Ladd Company cut entire scenes and removed approximately 90 minutes of the film, without the supervision of Sergio Leone.
This American wide release (1984, 139 minutes) was drastically different from the European release, as the non-chronological story was rearranged into chronological order. Other major cuts involved many of the childhood sequences, making the adult 1933 sections more prominent. Noodles' 1968 meeting with Deborah was excised, and the scene with Bailey ends with him shooting himself (with the sound of a gunshot off screen) rather than the garbage truck conclusion of the 229-minute version. Sergio Leone's daughter, Raffaella Leone, said that Leone had dismissed the US version as not his own movie.

#### USSR

In the Soviet Union, the film was shown theatrically in the late 1980s, with other Hollywood blockbusters such as the two King Kong films. The story was rearranged in chronological order and the film was split in two, with the two parts shown as separate movies, one containing the childhood scenes and the other comprising the adulthood scenes. Despite the rearranging, no major scene deletions were made.

#### Restored original

In March 2011, it was announced that Leone's original 269-minute version was to be re-created by a film lab in Italy under the supervision of Leone's children, who had 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 Venice Film Festival.
The restored film premiered at the 2012 Cannes Film Festival, but because of unforeseen rights issues for the deleted scenes, the restoration had a runtime of only 251 minutes. However, Martin Scorsese (whose Film Foundation helped with the restoration) stated that he was helping Leone's children gain the rights to the final 24 minutes of deleted scenes to create a complete restoration of Leone's envisaged 269-minute version. On August 3, 2012, it was reported that after the premiere at Cannes, the restored film was pulled from circulation, pending further restoration work.

#### Home media

In North America, a two-tape VHS was released by Warner Home Video with a runtime of 226 minutes in February 1985 and 1991. The U.S. theatrical cut was also released at the same time in February 1985. A two-disc special edition was released on June 10, 2003, featuring the 229-minute version of the film. This special edition was re-released on January 11, 2011, on both DVD and Blu-ray. On September 30, 2014, Warner Bros. released a two-disc Blu-ray and DVD set of the 251-minute restoration shown at the 2012 Cannes Film Festival, dubbed the Extended Director's Cut. This version was previously released in Italy, on September 4, 2012.

## Critical reception

The initial critical response to Once Upon a Time in America was mixed, because of the different versions released worldwide. While internationally the film was well received in its original form, American critics were much more dissatisfied with the 139-minute version released in North America. This condensed version was a critical and financial disaster, and many American critics who knew of Leone's original cut attacked the short version.
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 his 1984 review, Roger Ebert gave the uncut version four stars out of four and wrote that it was "an epic poem of violence and greed", but described the American theatrical version as a "travesty". Furthermore, he gave the American theatrical version one star out of four, calling it "an incomprehensible mess without texture, timing, mood, or sense". Ebert's television film critic partner Gene Siskel considered the uncut version to be the best film of 1984 and the shortened, linear studio version to be the worst film of 1984. Vincent Canby of The New York Times criticized the nonlinear narrative that is structured throughout the film.
It was only after Leone's death and the subsequent restoration of the original version that critics began to give it the kind of praise displayed at its original Cannes showing. The uncut original film is considered to be far superior to the edited version released in the U.S. in 1984. 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. James Woods, who considers it to be Leone's finest film, mentioned 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. Some were critical towards the movie's graphic violence and cruelty, with Donald Clarke of The Irish Times condemning it as a "fistful of misogyny" and "offensively sexist".
On the review aggregator website Rotten Tomatoes, Once Upon a Time in America has an approval rating of 86% based on 56 reviews, with an average score of 8.60/10. The website's critic consensus reads: "Sergio Leone's epic crime drama is visually stunning, stylistically bold, and emotionally haunting, and filled with great performances from the likes of Robert De Niro and James Woods." On Metacritic, the film has a weighted average score of 75 out of 100 based on reviews from 20 critics, indicating "generally favorable reviews".
The film has since been ranked as one of the best films of the gangster genre. In Empire magazine, critic Adam Smith compared the film favourably to The Godfather, saying: "Leone's film is arguably the better of the two – if the less popular – eschewing, as it does, the soapy melodramatics of Coppola's family saga in favour of less audience-friendly, but more intriguing, ambiguity and symbolism."
When Sight & Sound asked several UK critics in 2002 what their favorite films of the last 25 years were, Once Upon a Time in America placed at number 10. In 2015, the film was ranked at number nine on Time Out's list of the 50 best gangster films of all time, while in 2021, The Guardian cited it as the fourth greatest mobster film ever made. In 2023, The A.V. Club ranked it seventh in its list of the greatest gangster movies of all time.

### Accolades

Unlike its modern critical success, the initial American release did not fare well with critics and received no Academy Award nominations. The film's music was disqualified from Oscar consideration for a technicality, as the studio accidentally omitted the composer's name from the opening credits when trimming its running time for the American release.
| Award | Category | Nominee | Result |
| 38th British Academy Film Awards | Best Costume Design | Gabriella Pescucci | Won |
| 38th British Academy Film Awards | Best Film Music | Ennio Morricone | Won |
| 38th British Academy Film Awards | Best Direction | Sergio Leone | Nominated |
| 38th British Academy Film Awards | Best Actress in a Supporting Role | Tuesday Weld | Nominated |
| 38th British Academy Film Awards | Best Cinematography | Tonino Delli Colli | Nominated |
| 42nd Golden Globe Awards | Best Director | Sergio Leone | Nominated |
| 42nd Golden Globe Awards | Best Original Score | Ennio Morricone | Nominated |
| 8th Japan Academy Film Prize | Outstanding Foreign Language Film | – | Won |
| 10th Los Angeles Film Critics Association Awards | Best Film | – | Nominated |
| 10th Los Angeles Film Critics Association Awards | Best Director | Sergio Leone | Nominated |
| 10th Los Angeles Film Critics Association Awards | Best Music Score | Ennio Morricone | Won |