Sergio Leone waited 13 years between features, and Once Upon a Time in America is the last film he directed. It is the third in his “once upon a time” trilogy, after Once Upon a Time in the West and Duck, You Sucker!. It is based on Harry Grey’s semi-autobiographical 1952 novel The Hoods, and it runs on regret the way his westerns ran on dust.
Trailer, via Warner Bros. Rewind.
Noodles, Max, and the Locker Key
The film follows David “Noodles” Aaronson and Maximilian “Max” Bercovicz, best friends who lead a group of Jewish ghetto youths into organized crime in New York City. Robert De Niro plays Noodles; James Woods plays Max. The story opens in the 1930s, with three thugs hunting Noodles while he drugs himself in an opium den, a newspaper beside him reporting the deaths of bootleggers Patrick Goldberg, Philip Stein and Maximilian Bercovicz. Then it moves back to 1918, when the gang runs jobs for local gangster Bugsy, and forward through smuggling, prison, and betrayal.
The structure is the point. Leone cuts between decades without warning, and the film’s themes — childhood friendship, love, lust, greed, betrayal, loss, broken relationships — arrive out of order, the way memory actually works.
A Cast Built Against Type
Leone auditioned roughly 200 actors for Max. He cast Elizabeth McGovern as Deborah over De Niro’s request for a New York native with a Brooklyn accent, because he admired her work 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 played Carol, a role Leone had once imagined for Claudia Cardinale. For the children’s roles, Leone entrusted the task to Cis Corman, asking her not to have child stars but instead actors who had lived in New York’s Jewish neighborhood and had no previous acting experience.
| Production fact | Detail |
|---|---|
| Director | Sergio Leone |
| Runtime | 139 minutes |
| Original plan | Two three-hour films, then a single 269-minute cut |
| Cinematography | Tonino Delli Colli |
| Score | Ennio Morricone |
| Release | 1984 |
What the Scale Costs
The Italian–American production, from The Ladd Company, Embassy International Pictures, PSO Enterprises and Rafran Cinematografica and distributed by Warner Bros., is enormous in every sense. Leone originally envisaged two three-hour films, then a 269-minute version. The released film is 139 minutes. That gap is the story of this movie’s reputation.
What survives is still formidable. Tonino Delli Colli’s cinematography and Ennio Morricone’s score do work the script cannot always manage, and De Niro holds the center through a character who is mostly passive, mostly remembering.
Where It Sits in the Trilogy
| Film | Year | Place in trilogy |
|---|---|---|
| Once Upon a Time in the West | 1968 | First |
| Duck, You Sucker! | 1971 | Second |
| Once Upon a Time in America | 1984 | Third, and Leone’s last |
Leone died five years after this film. It is the first feature he had directed in 13 years, and it plays like a man settling accounts.
Our verdict: the ambition outruns the cut. Once Upon a Time in America is a great film’s worth of material compressed into a good one. The opium den, the locker key given to Moe, the ambush that kills Dominic — these are images that hold. But the film asks you to feel the weight of thirty years it has largely skipped, and no score can carry that alone.
7.5 of 10.
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