Once Upon a Time in America (1984): Leone's Last Film

 After an absence of over a decade, Italian director Sergio Leone returned to the screen with “Once Upon a Time in America,” a striking, melancholy, self-reflexive epic about the crime-gangster genre and recurrent issues in his work as male camaraderie, honor and betrayal (all evident in his Spaghetti Westerns with Clint Eastwood).

Featuring an all-star cast, headed by Robert De Niro, James Woods, Tuesday, Elizabeth McGovern, “Once Upon a Time” became Leone’s final film (he died in 1989 of sudden heart attack).

It was a stunning swansong to a major talent that, among other distinctions, invented the Spaghetti Western and made Clint Eastwood an international star with the trilogy, “A Fistful of Dollars” (1964), “For a Few Dollars More” (1965), and best of all, “”The Good the Bad and the Ugly” (1966).

Unfortunately, the initial U.S. release was of an abbreviated (butchered is the right word) version, reduced this haunting meditation from 227 minutes to an incomprehensible two hours plus. 

Unfairly dismissed by most critics at the time, the film has been later restored to its original glory, and is now considered one of Leone’s very best, an honorable companion to his almost equally impressive “Once Upon a Time in the West” (1968), starring the iconic Henry Fonda as a villain.

At his most handsome and at the prime of the career, having won two Oscars (for “The Godfather: Part II,” in 1974, and for “Raging Bull,” in 1980), De Niro plays the lead with undeniable authority, serving as the glue to the fractured, and occasionally too fragmented text, told in flashbacks, and set in two historical eras.

It’s 1933, and Jewish gangster David “Noodles” Aronson (De Niro) escapes New York after being betrayed and the death of his close friends.  He stops at an Asian-run den to smoke opium and get a soothing massage, which puts him in a dreamlike state of mind.

Cut to 1968, when Noodles receives a letter warning him that the bodies of several dead friends are going to be moved as a new cemetery is being built.  Noodles returns to New York, where he reconnects with his childhood friend, Fat Moe. 

Noodles then begins to reminisce about his childhood at the turn of the century, in Brooklyn, growing up in a heavily dominated Jewish neighborhood. Growing up in the Depression brings poverty, boredom and desperation, leading the boys into a life of petty crime. We witness as he is sent down to murder a local criminal, who had killed another of his boyhood’s pals.

Emerging from prison unchanged (we are led to believe), Noodles becomes, alongside his friend Max (James Woods), a player in the bootlegging business during the Prohibition era. 

In the last reel, set at the present narrative time, Noodles pays a visit Secretary Bailey, now a “respectable” member of the government, who turns out to be Max himself; Max had faked his own death on the night Noodles ran away.

On one level, “Once Upon a Time” is a triangular tale of the temperamental, borderline psychotic Max, the seemingly quiet Noodles, and the girl/woman they both love for decades, Deborah (Elizabeth McGovern), ever since they were children (the young Deborah is played by Jennifer Connelly).

As noted, the gang is destroyed in 1933, but Noodles escapes, forced into hiding for 35 years, before returning to New York in 1968, after receiving a mysterious letter and an invitation to a glitzy party of the rich and famous, hosted by Max and Carol (Tuesday Weld).

A resonant, complex movie that, “Once Upon a Time” is more like an elegiac poem about the price paid or succumbing completely and uncritically to the tenets of the American Dream.  As a male-camaraderie story, the film presents Noodles and Max as polar opposites, who are nonetheless inextricably bound to one another by shared dreams and fantasies of power, fame, monetary success, and conspicuous consumption.

The film follows the elderly Noodles after he’s mysteriously called back to New York. In Noodles’ lengthy odyssey, illusions become delusions, and dreams are shattered, as a result of greed, treachery, and unbridled individualism.  This is especially clear after Noodles realizes discovers that what he thought was real was just a fraud, a carefully-planned deceit.

Quite impressively, the film’s theme, structure, mood, and visual style are congruent, each element dependant in and reinforcing the other.  Indeed, the deliberate pacing and elaborate style evoke Noodles’ own dreamlike state of mind.  Noodles is increasingly lost in his own milieu, never really achieving full control. The final image of a stoned Noodles smiling at the camera in an opium den (same as when the film began) is ambiguous and open to interpretation.  

Elegiac, sprawling, and visually stunning, “Once Upon a Time in America” is a self-conscious work, both a good crime-gangster tale, and at the same time commentary (both wry and ironic) on that genre and its evolution by focusing on four characters and their evolution/devolution over time. 

The movie blend successfully codes of realism, surrealism and magic realism: Leon immerses the viewer in the dark, dreary world of the characters, ill-educated, brutal and even primitive men.

Some critics (not me) have found the film’s structure too complex and too convoluted for its own good, flashing back and forth from the 1920s to the 1930s to the 1960s.  But the theme justifies the structure: It’s an epic saga that follows a group of Jewish boys on Manhattan’s Lower East Side.

In the 1980s, when first released, the movie sparked heated debate about its excessive violence and graphic sexuality.  In the first very scene, a woman is briefly interrogated, then smacked brutally and shot cold dead in the chest. Noodles’ casual yet violent misogyny is shocking, his inability to comprehend or confront women as human beings, falling victim to the Madonna/whore complex (which continues to characterize the sexual politics of most of Scorsese’s films).

The initially charming innocence of Deborah, Fat Moe’s sister, is juxtaposed with that of Peggy, a whore, and Carol, a savvy woman who had slept with most of the men. In one scene, a row of men unzip their flies and expose their penises so that Carol could recall who she had slept with and then choose her one new and unfamiliar partner.  But Noodles is forever stuck in his adolescent world, despite his protest that, “I am not that kind of guy,” when Carol suggests that he, Max and she indulge in a threesome.

When Deborah makes clear she’s unobtainable and tells Noodles she plans to leave for a career in Hollywood (which she does), he drags her down to his level, just when she expresses sexual interest in him by caressing and kissing him tenderly. Instead of responding, he turns violent and assaults her sexually in the back of a limo, stripping her clothes and humiliating her, while she is sobbing and screaming—clear case of rape. 

Noodles, like most screen gangster heroes, proves that he’s incapable of coping with women as real human beings and sexual creatures. Noodle is a double rapist; he assaults Carol earlier in the film. 

The violence and sex raise questions of voyeurism, exploitation and titillation.  Some people see the whole film as “opium” driven dream, especially in terms of the subplot involving Secretary Bailey.  Max/Secretary Bailey wants Noodles to kill him, because only Noodles has the right to do so. Max/Bailey would accept death rather than the dishonor of having his political career collapse and destroyed in public. Max could no longer bear being Max, partly because he was afraid of dying in an insane asylum (as his father had).  Noodles refuses to do it, when Max places the gun on his desk, and walks out.  Does he fully recognize Max, or has he lost his sight.

If the dialogue is occasionally stilted and conventional, with too many pauses, the mise-en-scene and visuals are not. End result is an enduring work, a vivid portrait that’s decidedly devoid of nostalgia or sentimentality.  

“Once Upon a Time” is epic moviemaking in every way, length, scope, depth, and it’s extremely elegantly shot, offering numerable visual pleasures.  Leone’s last fuses his stylistic flourishes with interesting characters and evocative atmosphere that stresses wasted time, fateful and fatal mistakes, misunderstandings and regrets. 

But it also feels like a personal work, never losing the more intimate dimensions of the saga.  It’s the kind of a film about America that could not have been by an American director that only an outsider could execute with such vision.

In strategy, Leone has opted for a surreal, dream-like strategy, which features all of his signature flourishes, the mega close-ups, the subjective POVs, long shots of ominous exteriors that dwarf the characters, both physically and figuratively.

Leone is interested in creating and sustaining the right atmosphere, the manners and gestures of petty gangsters, their big dreams and unrealistic desires, regardless of what factors motivate them.

Noodles is the protagonist and the audience is expected to empathize with him, even though he is decidedly not a likable character, which may explain the still-divided reaction by critics and viewers to what is in my opinion an undisputable masterpiece.


Noodles (Robert De Niro)

Max (James Woods)

Deborah (Elizabeth McGovern)

Jimmy O’Connell (Treat Williams)

Carol (Tuesday Weld)

Joe (Burt Young)

Frankie (Joe Pesci)

Police Chief Aiello (Danny Aiello)

Cockete (Bill Forsythe)

Patsy (James Hayden)