Noodles and Max Span Half a Century in Leone’s Gangster Epic

Once Upon a Time in America runs four hours and twenty-three minutes, and it earns nearly every second of that length. Sergio Leone’s epic crime saga follows a gangster named Noodles (Robert De Niro) through half a century of friendship, betrayal, and ruin. It is a movie about time itself, and it treats that idea with genuine weight.

The film opens with Noodles as an old man, living alone and drifting through New York City. Then it cuts back to 1928, when he is a teenager and falls in love with a girl named Lucy (Elizabeth McGovern). He meets Max (James Woods), a small-time hood who becomes his closest friend. Together they join a Jewish gang, led by a man named Luciano (Francesco Quinn), and rise through the ranks of organized crime.

The relationship between Noodles and Max drives the entire picture. De Niro plays Noodles as a loyal, instinctive fighter, while Woods plays Max as a schemer with a sharp tongue. Their scenes together crackle with tension and affection in equal measure.

The middle stretch of the film slows down considerably. Leone cuts between three timelines — the present day, the early years of the gang, and the late 1960s — and the editing can feel fragmented. Some viewers will find themselves lost in the shuffle. But the patience pays off in the final hour, when the timelines converge and the stakes snap into focus.

Ennio Morricone’s score is a character unto itself. It swells during the tense scenes and pulls back during the quiet ones. The music tells you what the dialogue often cannot.

Lucy disappears from Noodles’ life after the gang goes into hiding. Her absence hangs over the film for decades, and Noodles spends the rest of the picture trying to find her again. This thread gives the story a personal anchor amid all the violence and politics.

The last hour of Once Upon a Time in America is where the film truly comes alive. Leone lets the timelines collide in a way that feels both chaotic and inevitable. The characters face each other across decades, and the film asks what a lifetime of loyalty actually means.

The supporting cast is strong throughout. James Hayden plays a young gangster named Cohen, and he brings a sneer that fits perfectly with Woods’ Max. Diahann Carroll plays Deborah, a woman who tries to help Noodles escape his past. And Elizabeth McGovern’s Lucy remains a presence even when she is not on screen.

What works:

• The performances by De Niro and Woods
• Morricone’s score
• The final hour of convergence
• The handling of Lucy’s disappearance

What does not:

• The fragmented middle sections
• Some of the flashbacks that lose their thread
• The pacing during the midsection

Once Upon a Time in America is a heavy film, both literally and figuratively. It weighs on the viewer with its length and its subject matter. But the weight is not a flaw. It is the point.

This is a flawed masterpiece. Leone’s ambition outstrips his control at times, but the best stretches of Once Upon a Time in America rank among the finest work of his career. The film demands patience, and it rewards it.

Score: 7.5 of 10.

Trailer, via Warner Bros. Rewind.

crime drama · Ennio Morricone · gangster film · Robert De Niro · Sergio Leone