Seeking out the

5000 greatest films

in a century of cinema

Once Upon a Time in America


Directed by Sergio Leone
Produced by Arnon Milchan
Written by Leonardo Benvenuti, Piero De Bernardi, Enrico Medioli, Franco Arcalli, Franco Ferrini, and Sergio Leone Based on the novel The Hoods by Harry Grey
With: Robert De Niro, James Woods, Elizabeth McGovern, Joe Pesci, Burt Young, Tuesday Weld, Treat Williams, Danny Aiello, Richard Bright, James Hayden, William Forsythe, Darlanne Fluegel, Larry Rapp, Richard Foronjy, Robert Harper, Mario Brega, James Russo, Arnon Milchan, Estelle Harris, Scott ] Tile, Rusty Jacob, Brian Bloom, Adrian Curran, Mike Monetti, Jennifer Connelly, and Louise Fletcher
Cinematography: Tonino Delli Colli
Editing: Nino Baragli
Music: Ennio Morricone
Runtime: 229 min
Release Date: 01 June 1984
Aspect Ratio: 1.85 : 1
Color: Color

This epic period crime picture was the final film of legendary Italian director Sergio Leone (A Fistful of Dollars, The Good, The Bad and the Ugly, Once Upon a Time in The West). The story of Jewish gangsters who start out as scrappy street kids and rise to prominence as Prohibition-Era Kings of New York City's rough-and-tumble organized crime world was a decade in the making and had a very troubled release. It premiered in America on June 1st, 1984, but in a severely truncated version that was a critical and commercial bomb. When American critics saw the full European cut of the movie, they went ballistic, launching a campaign to elevate the film into the realm of "greatest gangster picture of all time," on par with or better than The Godfather. Gene Siskel called the European version the best film of 1984 and the American version the worst film of 1984. A couple things I can state unequivocally—no version of Once Upon a Time in America is the best film of 1984, and this movie is not as good as The Godfather. It is, however, a fascinating picture; a true operatic epic in all senses of the term, and it features an incredible cast, amazing production design and cinematography, and an indelible score by Ennio Morricone.

Robert DeNiro stars as David "Noodles" Aaronson (played by Scott Tiler in the lengthy childhood segments). Noodles lives in the Jewish ghetto of Manhattan's Lower East Side under the the shadow of the magnificent Manhattan Bridge. He teams up with his friend and sometimes rival Max, played by James Woods (and Rusty Jacobs as a kid), and three other pals from the gang. The film's intricate and leisurely flashback structure tells the full story of the lives of these brutally violent men. The story explores themes of lust, greed, betrayal, and the building and breaking of childhood friendships. 

Leone originally envisaged Once Upon a Time in America as two three-hour films, then as one four-and-a-half-hour epic, but was finally convinced by both his US and Italian distributors to shorten the picture to three hours and forty-nine minutes. However, the American distributor, The Ladd Company, suffering from a string of underperforming releases like Looker, Blade Runner, Five Days One Summer, Lovesick, Twice Upon a Time, and The Right Stuff, decided to shorten the film to 139 minutes and rearrange the narrative into a chronological story, all without Leone's involvement. (If only Police Academy had come out earlier, the folks at Ladd might have been a bit less risk-averse.) The re-editing only made a difficult picture all the more baffling to American movie-goers. There is as much unpleasantness in this film as there is lush, sweeping grander, so taking out that magnificent sweep of the flashback structure only concentrated the film's most unpleasant aspects. This is a movie that famously starts with a telephone ringing loudly and shrilly for what seems like an eternity. In the American version, the phone rings once. That single change sums up pretty much everything about what the US distributor tried to do: take out many of the things that were off-putting (by '80s standards, so the extreme violence and abuse of women could stay), leaving something that didn't feel very special.

I've seen all of the existing cuts of the film, and the American version (which I saw on VHS in 1989) is by far the worst. In the early Aughts, I got to see a "restored" 251-minute cut at the Walter Reed Cinema at Lincoln Center. Much of what they put back in that restoration was from the work print and of inferior quality, and it still wasn't the complete 269-minute "first-cut" version. For my money, the European theatrical cut of the film is the best, but all these various lengths say as much about late-career Leone as they do about US distribution in the 1980s. By age 50, Leone had become a filmmaker whose ideas and ambitions were so unwieldy that he couldn’t contain them within his chosen medium. His prior picture, 1971’s Duck, You Sucker! (AKA A Fistful of Dynamite or Once Upon a Time ... the Revolution) also suffered from its unwieldy running time and too many ideas trying to coexist. The projects he contemplated but never got to due to his death of a heart attack at age 60 were no less ambitious—an epic war film based on Harrison Salisbury's non-fiction book The 900 Days: The Siege of Leningrad and a long-dreamed-of contemporary adaptation of Don Quixote with Clint Eastwood in the title role and Eli Wallach as Sancho Panza.

Still, like Duck, You Sucker!, though nowhere near as much fun, Once Upon a Time in America is a pretty fascinating and engaging movie. DeNiro plays his most heartless and cold-blooded character, and Woods is his usual slick, slimy, pockmarked bastard. The supporting cast is a whose-who of some of the greatest New York character actors ever assembled, along with stars like Treat Williams, Tuesday Weld, Darlanne Fluegel, Elizabeth McGovern, and fourteen-year-old Jennifer Connelly. Watching this movie after seeing The Irishman, one can only marvel at how much better it was when filmmakers had to find great young actors to play younger versions of characters rather than replaying on de-aging technology or other forms of CGI trickery. McGovern and Connelly represent one of the best examples ever of two actors portraying the same role at different ages. They play the adult and teenage versions of Deborah Gelly, the smart, elegant neighborhood girl DeNiro is in love with and treats despicably. Film critic Donald Clarke called this film "a fistful of misogyny," and he's not inaccurate. This movie is one of the most unique examples of how cinema can be simultaneously beautiful and ugly, majestic and repugnant. Unlike The Godfather, there is very little to admire about the characters in this picture, which presents the rough world of these first-generation Jewish immigrants in a far less romantic way than Coppola's masterpiece about first and second-generation Italian-Americans.

Unfortunately, none of the actors in Once Upon a Time in America look or sound very much like first-generation Jews from the Lower East Side. I know this is an Italian movie, and the tradition of films from that country up to this period has never concerned itself with authenticity in ethnic depictions. But all the period details in this movie are so exquisitely researched and rendered that it seems odd for none of these characters to have any Yiddishness to them. They all appear and speak like Italian-Americans and people of Irish or English extraction. Only Larry Rapp as "Fat" Moe Gelly (and, even more, his teenage counterpart Mike Monetti) feels authentic to the time and place. Still, these are magnificent actors giving exceptional performances. And when the film calls for Italian-American stars to play actual Italian-American characters that come across as distinctly Italian-American in comparison to the leads, Joe Pesci, Burt Young, and Danny Aiello fully answer that call—especially Aiello playing the hilarious, glad-handing Police Chief Vincent Aiello.

The picture was photographed by Tonino Delli Colli, who shot all of Leone's pictures from The Good, the Bad, and the Ugly through this film, as well as Jean-Jacques Annaud's The Name of the Rose, Roman Polanski's Bitter Moon, Federico Fellini's Intervista, and many films by Pier Paolo Pasolini. Many key sequences were filmed in New York's Lower East Side, but the film was also shot all around the US, Canada, France, and Italy, with the interiors all done at Rome's legendary Cinecittà Studios. The film is based on the novel The Hoods by Harry Grey, a pseudonym for the former gangster-turned-informant whose real name was Harry Goldberg. The story is presented as something remembered through an opium dream, with the visuals, score, and editing conveying that sense of heavy, disjointed recollection. It all works masterfully up until the climax. The events that occur late in these characters' lives, which enable the film's mystery structure, are deliberately kept off-screen. Unfortunately, this choice makes the final section of the picture underwhelming. Regardless of what version of the movie we see, the final act feels both curtailed and drawn out. We're left too much in the dark as to how things got to the place the DeNiro character discovers them when he returns to New York as an old man. He spends the entire film revisiting old haunts, reliving old memories, and trying to understand why he's been summoned back to the city of his past after decades in hiding. The answers he finds feel unsatisfying. That might be the reality of a hood surviving to old age, but it's a little underwhelming for an epic, operatic, historical crime drama.

Twitter Capsule:

Sergio Leone's final film is an epic, operatic, period crime drama about Jewish gangsters who start as scrappy street kids and rise to prominence as Prohibition-era kings. The cast, settings, cinematography, and editing (in all versions save the truncated US release) are magnificent, though none of these folks look or sound even remotely like 1st gen Jewish immigrants in NYC.