Cinematographer Tonino Delli Colli, whose most recent work is the crisply photographed Roman Polanski film Bitter Moon , boasts collaboration with Passolini, Malle, and Fellini, Ennio Morricone's music is seductively nostalgic. It moves with the narrative flow in fluid notes floating in a sea of remembered images. Upon a Time in America is, however, is the inventive and elegant scene transitions. Some are used in standard fashion to go from one place to another, but others cleverly change the course of the action. A telephone's incessant rings moves the action in unexpected turns.
Photos move in time, sparking a sense memory in the characters.
Style imposes itself on story. The director is gifted by outstanding performances from Robert De Niro and James Woods. De Niro is at his laconic best portraying Noodles. He invests the character with an air of mystery. Woods' own forceful screen personality works well alongside De Niro.