Once Upon a Time in America () is a 1984 epic crime film based on Harry Grey's semi-autobiographical 1952 novel The Hoods. Directed by Sergio Leone from a screenplay he co-wrote with Leonardo Benvenuti, Piero De Bernardi, Enrico Medioli, Franco Arcalli and Franco Ferrini, the film stars Robert De Niro, James Woods, Elizabeth McGovern, Joe Pesci, Burt Young, Tuesday Weld and Treat Williams. 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. 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 is the final film in the 'once upon a time' trilogy and also the last film directed by Leone before his death five years later, and the first feature film that he had directed in 13 years. It is 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 is 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 U.S. edit was a critical and commercial flop in the United States, and critics who had seen both versions harshly condemned the changes made. While sometimes considered one of Leone's most overlooked films, the original European cut of Once Upon a Time in America has remained a critical favorite 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 deaths 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 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 blackmail Whitey to 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 trusted friend, 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.
When he is released a decade later, Noodles rejoins his gang. During a diamond heist, they use jewelry employee Carol as their informant. She goads Noodles into hitting her to make it "look real", after which he rapes her; she soon 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, the latter seeking 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 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. On 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 that the locker money has disappeared.
In the 1960s, after receiving a letter indicating that his identity has been uncovered, Noodles returns to Manhattan for the first time since the 1930s, seeking to find 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 U.S. Secretary of Commerce 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.
In a memorial photograph, Noodles spots Deborah, who has become a major actress, and he 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 resembles Max when he was younger.
Noodles meets Bailey, who turns out to be Max. Noodles learns that Max faked his death, stole the gang's money, and reinvented himself as a self-made businessman. He also made Deborah his mistress, thus robbing Noodles of everything that 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 who appears to be 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.
In the 1930s, Noodles comes back to the opium den. He smokes a pipe and smiles.
Cast
Robert De Niro as David "Noodles" Aaronson Scott Tiler as young Noodles James Woods as Maximilian "Max" Bercovicz Rusty Jacobs as young Max and David Bailey Elizabeth McGovern as Deborah Gelly Jennifer Connelly as young Deborah 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 "Chicken Joe" James Hayden as Patrick "Patsy" Goldberg Brian Bloom as young "Patsy" William Forsythe as Philip "Cockeye" Stein Adrian Curran as young "Cockeye" Darlanne Fluegel as Eve Larry Rapp as Morris "Fat Moe" Gelly Mike Monetti as young "Fat Moe" 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's chauffeur, Marcia Jean Kurtz as Max's mother, Joey Faye as an "Adorable Old Man", Paul Herman as "Monkey", and Olga Karlatos as a puppet theatre patron.
Frank Gio, Ray Dittrich and Mario Brega (a Leone regular who had appeared in the 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 make uncredited appearances as Fat Moe's and Deborah's father, and as David Bailey's girlfriend, respectively. In the 2012 restoration, Louise Fletcher appears as the Director of Riverdale Cemetery, 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 to pursue his pet project.
At some point, Leone considered other colleagues including Miloš Forman and John Milius for the role of director, with Leone serving merely as producer. For some time, the project was linked to French producers André Génovès and Gérard Lebovici, and later to Gaumont, with Gérard Depardieu and Jean Gabin slated to be the 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 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 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 1975–1976, 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. 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-page shooting script was completed in late 1981. The final script, translated to English by Stuart M. Kaminsky, was approved by Leone in May 1982.
Casting