100 Greatest Gangster Films: Once Upon a Time in America, #12

There are three versions of Once Upon a Time in America. There’s the original six-hour movie conceived and directed by Sergio Leone. The famous Italian pioneer of spaghetti westerns envisioned releasing his coming-of-age saga in two parts; this version never made it to theaters.

Instead, Warner Brothers, the U.S. distributor, hacked America down to just over two hours and jerked around the chronology to make it all fit. And the result? No one understood the plot. “They took the essence out,” protested Leone.

That version of America bombed. And then, sometime after it disappeared from theaters, Leone got back the rights to the film that would turn out to be his last. He restored more than 90 minutes, re-edited scenes so that the story revolves around flashbacks and released it on VHS. The film’s beauty and sweeping drama finally became evident. “This was a murdered movie now brought back to life on home video,” wrote Chicago Sun-Times critic Roger Ebert, who lauded the restored version as “an epic poem of violence and greed.”

This third version by Leone—which runs 229 minutes—is the one you’ll usually see on cable or available for rental or purchase today (we’re assuming you’ve replaced your VCR with a DVD player by now). And while it still has flaws and gets convoluted at times, it ranks behind only the first two Godfather films as the most brilliantly stylistic gangster movie ever made.

Once Upon a Time in America tells the lifelong tale of a clan of Jewish mobsters. It has two main chapters—set in 1920 and 1933—plus a third chapter, set in 1968. Each chapter deals with power and sex and treachery.

Without giving away too much, we can tell you the central personality is David “Noodles” Aaronson (Robert De Niro), a gang member who goes into hiding in 1933 after a caper goes bad. He then leads a quiet existence for decades, until he suddenly receives a message aiming to pull him back toward his former life. He doesn’t know who is seeking him or why.

That mystery provides the starting point for a tapestry of episodes that meander over the years. They tell the tale of childhood friends who grow up tightly bound by loyalty—at least until one double-crosses the gang. Only later do we learn that he was not the betrayer, but rather the betrayed.

The best scenes are those showing the urban jungle of Brooklyn’s Williamsburg section, circa 1920. Five young friends, led by Noodles and Max Bercovicz, work the streets by rolling drunks and stealing watches. They’re heartless from the start—torching the newspaper kiosk of a schlepper who has fallen behind on his payments to the local shyster.

But these are not just dumb thugs. They show their brains by devising a system to help bootleggers retrieve whiskey bottles that must be thrown overboard to avoid the Coast Guard. Now our kids are making serious money. They graduate to become genuine gangsters—even opening their own pension program.

Leone does a great job recreating the city of that era. Neighborhoods teem with diverse immigrants. Horse buggies jockey for position with backfiring cars. There’s a rich texture here, created by elaborate sets, beautiful music and colorful faces.

By 1933, our boys are princes of New York’s underworld. Noodles spends some years in prison and while he’s gone, Max (James Woods) emerges as the gang’s leader. But Max is too hot-tempered for the job (he’s a lot more like Sonny Corleone than Michael Corleone). Some of his brainstorms are downright irrational, like the suicidal notion of robbing a federal reserve bank.

America is a series of subplots and sequences. Some work better than others. There’s a vicious diamond heist in which the victim’s wife (Tuesday Weld) gets turned on by sexual brutality. There’s a scene showing mob infiltration of unions, with Treat Williams playing an idealistic labor leader who learns he must make a deal with the devil. To pressure the local police chief (Danny Aiello) in that episode, the boys sneak into the neonatal ward housing his newborn son and switch the nametags on dozens of babies. Then they blackmail the chief—demanding his compliance before they’ll correct the nametags. Of course, they end up losing the master list.

There’s also Noodles’ unrequited lifelong crush on neighborhood beauty Deborah (played as a child by 13-year-old Jennifer Connelly and as an adult by Elizabeth McGovern). In the movie’s most disturbing scene, the grownup Noodles realizes he cannot possess Deborah and so he forcibly violates her.

The section of the film set in 1968 is its weakest, largely because it’s downright implausible. Without giving away too much of the plot, lets just say that Noodles and Max—after splitting 35 years ago—come together. Except that Max is now a Rockefeller-like tycoon who serves in the White House cabinet and is caught up in a political scandal. Meanwhile, Deborah is a big-time Hollywood actress who miraculously hasn’t added one wrinkle while everyone else has grown old.

It all leads to an illogical ending that film geeks have debated for nearly three decades. We won’t spill it. Just watch out for that garbage truck.

There’s a theory, hinted at by Leone himself, that all of the 1968 sequences are actually a dream. Be sure to notice that they begin after we see the 1933 Noodles escaping his fear and guilt at the neighborhood opium den. And, at the film’s end, the camera cuts back to Noodles at the same spot, taking another deep puff and falling back onto a cot with a smile across his face.

We can only imagine what he’s thinking in this pipe dream. But if one-third of the movie really is a fantasy that takes place in 1933, we’ll give Noodles credit for envisioning late-model cars, television news reports and Vietnam-era protests. The guy is Nostradamus.

One fan of the movie who embraces the dream theory is Martin Scorsese, who knows a bit about the genre. He summed up Once Upon a Time in America this way: “It’s a gangster picture, but extremely different from any of the films I was making or from Francis Coppola’s Godfather pictures. Once Upon a Time in America is grand, operatic, and structured as a meditation on the passing of time and history—personal history, social history and economic history. There was no one else like Sergio Leone. This is one of his greatest films.”

HIT: Ennio Morricone’s score ranks among the best in film history. The great arranger combines styles (from classical to Dixieland) and instruments (from horns to banjo to pan flute) to pull together the movie’s three eras.

Morricone so precisely knew the sound he wanted that he finished most of the score before production began. His music was recorded early and played on the set to help create the mood for the actors. Despite universal applause, this score was not nominated for an Academy Award in 1984 because Warner Brothers neglected to put Morricone’s name on the movie’s credits.

MISS: Even in the restored 229-minute version, there are questions of context and moments of confusion. When did Noodles acquire this girlfriend? What’s with the outline of the corpse in her bed? And how come Deborah never ages?

GOOF: The scene at Miami Beach shows the sun setting over the Atlantic Ocean. Last time we checked, the sun sets in the west.

WHAT THEY WROTE AT THE TIME: “To stupendous effect Sergio Leone, the Italian director who gave rise to the spaghetti western, uses what he remembers of Hollywood gangster movies of the Thirties to evoke a grandiose spectacle of a corrupt American dream.”—Alexander Walker, London Evening Standard

REALITY CHECK: We’ll buy that Max goes underground and starts a new life with a new identity. But are we really supposed to believe that a notorious murderer can wind up as the U.S. Secretary of Commerce? What, the White House and Senate didn’t conduct any background checks in the 1960s?

REPEATED WATCHING QUOTIENT: There are enough great scenes here that it’s worth going back to once a decade. Just make sure you have no other plans for the weekend.

VIOLENCE LEVEL: Very high. There are beatings and close-range shootings and two rape scenes. The second rape ranks among the most unsettling movie moments we’ve ever seen.

DON’T FAIL TO NOTICE: The actor in the garbage truck scene at the end is not James Woods, but another man made up to look like Woods. “We used a body double because Sergio wanted it to be confusing,” Woods says in the DVD commentary. “Sergio said he wanted the audience to think, ‘It could be you, it could not be you. We know, but we don’t know.’ “

CASTING CALL: Many names came up when this project was in development. Leone originally hoped to cast Gérard Dépardieu as Noodles, Richard Dreyfuss as Max and James Cagney as the older Noodles. Jodie Foster and Daryl Hannah turned down the role of Deborah. And somebody thought it a good idea to cast the virginal Julie Andrews as Carol, the Detroit woman turned on by her own rape. Andrews politely declined.

BET YOU DIDN’T KNOW: Joe Pesci auditioned to play Max, but Leone didn’t think Pesci could convince an audience he was Jewish. Leone offered Pesci his choice of any of the uncast roles. The actor picked mob associate Frankie, a meaty character in the original script. By the time the movie was edited to its final length, however, Pesci’s screen time was cut to less than five minutes.

BEST LINE: Labor leader Jimmy Conway O’Donnell (Treat Williams) trying (unsuccessfully) to keep his union away from the mob:

Conway: “Our fight’s got nothing to do with liquor and prostitution and dope.”

Max: “You’d better get used to the idea, pal. The country is still growing up. Certain diseases it’s still good to have when you’re young.”

Conway: “Well, you boys ain’t a mild case of the measles. You’re the plague.”

“I KNOW THAT GAL”: The frantic Jewish mother of teenaged trollop Peggy? Why, that’s Estelle Harris, who eight years later began playing the frantic Jewish mother of George Costanza on Seinfeld.

IF YOU LIKED THIS, YOU’LL LIKE: King of the Roaring 20s: The Story of Arnold Rothstein. TV’s Fugitive, David Janssen, stars as the Jewish bootlegger and gambler who fixed the 1919 World Series.

BODY COUNT: Eleven. One little kid, one woman and nine guys who probably deserved it.

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[Reprinted from The Ultimate Book of Gangster Movies by George Anastasia and Glen Macnow. Available from Running Press, a member of The Perseus Books Group. Copyright © 2011.]

George Anastasia, Glen Macnow

George Anastasia is a crime reporter for the “Philadelphia Inquirer” and author of several books, including “Blood and Honor” which Jimmy Breslin called “the best gangster book ever written.”

Glen Macnow was a writer for the “Philadelphia Inquirer” and “Detroit Free Press.” He is currently a talk-radio host on 610-WIP in Philadelphia.

George and Glen have co-authored “The Ultimate Book of Gangster Movies.”