Director: Sergio Leone
Production: The Ladd Company, for Embassy International, Warner Bros.; Technicolour/Eastmancolour, 35 mm; running time: 229 minutes.
Producer: Arnon Milchan; screenplay: Leonardo Benvenuti, Piero De Bernardi, Enrico Medioli, Franco Arcalli, Franco Ferrini, and Sergio Leone, based on the novel The Hoods by Harry Grey (David Aaronson); photography: Tonino Delli Colli; editor: Nino Baragli; set designer: Giovanni Natalucci; art directors: Carlo Simi and James Singelis; music: Ennio Morricone.
Cast: Robert De Niro ( Noodles ); James Woods ( Max ); Elizabeth McGovern ( Deborah ); Treat Williams ( Jimmy O'Donnell ); Tuesday Weld ( Carol ); Burt Young ( Joe ); Joe Pesci ( Frankie ); Danny Aiello ( Police Chief Aiello ); William Forsythe ( Cockeye ); James Hayden ( Patsy ); Darlanne Fleugel ( Eve ); Larry Rapp ( Fat Moe ); Scott Tiler ( Young Noodles ); Rusty Jacobs ( Young Max ); Jennifer Connely ( Young Deborah ); James Russo ( Bugsy ); Brian Bloom ( Young Patsy ); Adrian Curran ( Young Cockeye ); Mike Monetti ( Young Fat Moe ).
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* * *
Sergio Leone's Once Upon a Time in America —a larger-than-life title which is a variation of his earlier Once Upon a Time in the West — is the story of the plight and fate of a group of Jewish immigrant sons and childhood friends. They come of age on New York's Lower East Side in the early 20th century and eventually become wealthy, powerful Depression-era gangsters. The film has all the atmosphere and scope of Francis Coppola's first two Godfather epics, with its complex scenario crammed with corrupt public officials and gangland rivalries, references to real-life individuals and events, raw sex and bloody killings. Its narrative spans decades, all the way through the late 1960s, with past and present events blended seamlessly.
Notwithstanding all of this, Once Upon a Time in America is merely masquerading as a gangster movie. Primarily, it is an allegory of the experience of being a first-generation American. The principal connections in the film are between Noodles (Robert De Niro), whose real name is David Aaronson, and Max (James Woods), his closest partner-in-crime; and Noodles and Deborah (Elizabeth McGovern), his childhood sweetheart. As a teenager, Deborah reads a poem to Noodles. One of the lines—"He'll always be a two-bit punk, so he'll never be my beloved. What a shame!"—reflects the manner in which their relationship evolves.
In America, all men are supposed to be equal. But, given their roots, these immigrant sons and daughters remain eternally outside of the national fabric. They are not of the culture of their parents. "My old man's praying and my old lady's crying," young Noodles observes. "What the hell should I go home for." Yet their ghetto world is a universe away from Uptown New York, where families have been rooted for generations. As Jews—let alone ghetto Jews— they will not be allowed Ivy League educations and jobs in society's upper echelons. They remain separated from the mainstream of America, and so they are disaffected, and become blindly ambitious. Consequently, they crave success and acceptance. Max may store away a $1-million nest egg, but he is not satisfied. He talks of making $20 million, $50 million—friendship and loyalty be damned as he plots the betrayal of his cronies for their money. Deborah, meanwhile, aspires to become a famous actress; the entertainment industry being one of the few "legitimate" professions in which a ghetto child can rise in class. She tells Noodles, "I've got to get where I'm going. . . . To the top."
Noodles, Max and their pals start out as uncouth, unwashed youngsters whose sense of identity develops as they roll drunks, torch newsstands, and blackmail a crooked cop. Eventually, during Prohibition, they become fabulously wealthy bootleggers. However, whatever power they achieve, and whatever high circles they come to travel in, their ghetto roots (and baser instincts) remain with them throughout their lives. They may wear fancy suits and have wads of money, but they are ruthless, brutal thugs. Noodles is a man of animalistic urges, who is unable to control his sexuality. As a youngster, he has sex in a bathroom with the local tramp-in-training; as an adult, he rapes a woman during a robbery. His low point comes when he transforms a tender moment with Deborah into an ugly one as he molests her in the back of a limousine: an act which forever ends their relationship.
In order to fit in the only way they know how, the characters in Once Upon a Time in America go about reinventing themselves. David Aaronson might be the name of a pious rabbi, but his identity changes when he becomes "Noodles": a thug who might be played by James Cagney in a 1930s gangster film. As a young ghetto girl, Deborah spouts poetry; she goes on to become a renowned actress, and enjoys the glitter and fame of movie star life. As an actress, she can play roles that are as far-removed from the ghetto as Saks Fifth Avenue is from the Lower East Side. In the film's major plot twist, it is revealed that Max, whom the elderly Noodles has thought dead for over thirty years, has become the rich, powerful "Secretary Bailey." Max, in fact, twice reinvents himself. He changes from ghetto kid to gangster, and from gangster to "Secretary Bailey." Despite these transformations, there remains a sense of sadness to their lives, if only because they can never really escape their roots. This is especially the case with Noodles. Despite the level of power he achieves during Prohibition, he spends many of his formative years in prison. After his cronies are killed—a symbolic act which occurs in 1933, at the tail end of Prohibition—he is marked for death. He escapes from New York and fades into obscurity, passing the decades in Buffalo where, as he explains, he has been "going to bed early" every night. Even if, like Max, he had been able to maintain his power, his background and the coarseness of his personality would never have allowed him to mingle confidently among the elite. This, in fact, is precisely the case with Max. He may have become "Secretary Bailey," and may live on a palatial Long Island estate, but he is an aged variation of a crude, crazy street kid. His wealth is not inherited, but has been earned via unsavory means. Not without irony, his past is coming to public light, as he is the focus of what has com to be known in the media as the "Bailey scandal."
On another level, Once Upon a Time in America serves as an account of the manner in which power is achieved in America. Its scenario covers the establishment of, and gangland influence in, the Teamsters Union, with Treat Williams appearing as a thinly-veiled version of James Hoffa. Leone's point is that, in America—the "land of opportunity"—power and riches can only be achieved by corruption and thuggery.
If Once Upon a Time in the West is Leone's masterwork, Once Upon a Time in America —the last feature he completed before his death in 1989—is his most challenging film. Unfortunately, both were severely edited when released in the United States; Once Upon a Time in America came to theaters in a muddled, truncated 139 minutes. The complete version runs 227 minutes, and is available on video.
—Rob Edelman and Audrey E. Kupferberg