As boys, they said they would die for each other. As men, they did.

Directed by:
Sergio Leone

Written by:
Harry Grey (book ‘The Hoods’)
Leonardo Benvenuti (screenplay)
Piero De Bernardi (screenplay)
Enrico Medioli (screenplay)
Franco Arcalli (screenplay)
Franco Ferrini (screenplay)
Sergio Leone (screenplay)

Cast:
Robert De Niro (David ‘Noodles’ Aaronson), James Woods (Maximilian ‘Max’ Bercovicz), Elizabeth McGovern (Deborah Gelly), James Hayden (Patrick ‘Patsy’ Goldberg), William Forsythe (Philip ‘Cockeye’ Stein), Tuesday Weld (Carol), Treat Williams (James Conway O’Donnell), Scott Tiler (Young Noodles), Rusty Jacobs (Young Max / David Bailey), Jennifer Connelly (Young Deborah)

In the late 1970s, master director Sergio Leone turned down the offer to direct The Godfather in order to make another gangster film, this one based on the novel ‘The Hoods’ by former mobster Harry Grey. When filming was completed, the total footage ran between eight and ten hours. Leone and editor Nino Baragli trimmed it down to around six hours, intending to release the film as two three-hour features. The producers, however, rejected this idea and cut the film down to just over two hours for the American market. In doing so, they also abandoned the film’s non-linear structure, rendering the story almost incomprehensible. Unsurprisingly, the film flopped in the U.S., and Leone was left devastated.

Fortunately, a 3-hour and 49-minute version was prepared for international release, with the original non-chronological storytelling restored. Audiences overseas responded more positively, and many critics recognized it as a cinematic masterpiece. With his spaghetti westerns, Leone revealed the gritty, opportunistic side of the Old West. Here, he does the same for the American city ruled by mobsters. He strikes exactly the right tone. His sprawling gangland epic shows a world that may sparkle with a thin coat of glamour, but beneath that lies grime and plenty of it.

The narrative jumps across time, following Jewish gangster Noodles (Robert De Niro) through three phases of his life. First, his youth in the Lower East Side, where he meets his lifelong friend, the cunning but volatile Max (James Woods). In their prime during the Prohibition era, the two – along with childhood friends – rise to control a lucrative bootlegging operation. But tensions rise, and their friendship deteriorates with devastating consequences. In the third act, Noodles returns to New York as an old man after 35 years, confronting the ghosts of his past.

The fragmented screenplay may not feel intuitive, but it doesn’t need to be. The film works on a dreamlike, emotional logic. Many interpret the second half as nothing more than an opium-induced fantasy – a fugue state in which Noodles imagines a resolution, a reckoning, and perhaps a redemption that never truly came. It’s an ambiguous, melancholic meditation on memory, regret, and American myth. This is not a typical rise-and-fall gangster story; it’s about life itself. The psychological depth is extraordinary. Few films give you such an encompassing sense of a person’s entire existence: memories, pain, joy, death and, of course, love.

As with Leone’s finest work, the film is packed with haunting, unforgettable moments: Max and Noodles beaten in the alley, Noodles’ opium haze in the Chinese theater, Little Dominic dying in Noodles’ arms (“Noodles, I slipped”), and Noodles peeking through the wall at Deborah’s dance rehearsal. The art direction and cinematography render every frame like a painting, each one worthy of being hung on a wall. In that sense, this is Leone’s The Godfather.

Together with composer Ennio Morricone, Leone achieves true cinematic synergy. The film’s pacing often mirrors the rhythm of Morricone’s hauntingly beautiful score, enhancing the emotional impact to mesmerizing effect. The casting is another strength: De Niro brings nuance and reluctant sympathy to a deeply flawed anti-hero, while Woods is chillingly effective as Max. Strong supporting roles are delivered by Jennifer Connelly, Joe Pesci, Tuesday Weld, and Burt Young.

Though it may have its imperfections, Once Upon a Time in America remains a towering, influential achievement. Leone spent over a decade bringing this vision to life and it shows. It’s a shame it turned out to be his final film, but few directors could hope to end their career with something so ambitious, haunting, and unforgettable.

Rating:

Quote:
NOODLES: “You can always tell the winners at the starting gate. You can always tell the winners and you can tell the losers.”

Trivia:
Robert De Niro suggested that James Woods wear a set of perfect, bright white teeth to demonstrate Secretary Bailey’s wealth and vanity. The producers balked at the cost, so De Niro paid for them himself.