‘Once Upon a Time in America’

Widely and justly heralded for his trendsetting Spaghetti Westerns, Sergio Leone’s final and arguably most ambitious work was in another staple American genre. Like these Westerns though, this film was as much of its respective variety as it was about it. Once Upon a Time in America, with its name obviously derived from Leone’s previous Once Upon a Time in the West, is a gangster film of the highest order, and, at the same time, it recalls so many of its predecessors, from the Warner Brothers classics of the 1930s to The Godfather. This was by design. As Leone himself notes, “My film was to be an homage to the American films I love, and to America itself.”

Out now on a newly restored and extended director’s cut Blu-ray, America stars Robert De Niro as David “Noodles” Aaronson. Probably the quintessential gangster movie actor of the modern era, De Niro was by this point firmly established as one of the preeminent performers of his generation, with two Oscar wins already to his credit. He is joined here by James Woods, fresh off his excellent turn in Videodrome but still a few years away from his first Oscar nomination and about a decade from becoming a household name, as partner in crime Maximilian “Max” Bercovicz. Rounding out their gang are Patrick “Patsy” Goldberg (James Hayden) and Philip “Cockeye” Stein (William Forsythe). There is also “Fat” Moe Gelly (Larry Rapp), their loyal friend, and his sister, Deborah Gelly (Elizabeth McGovern), Noodles’ perpetual love interest. As the names of these characters indicate, America is somewhat distinct as far as contemporary gangster films are concerned in that it is primarily populated with Jews rather than Italians. This doesn’t so much add or take away anything from the plot, but it does give the characters and the film in general a distinctively illustrated cultural background.

In smaller roles are Joe Pesci (just his eighth credited feature film) as Frankie Manoldi, and Jennifer Connelly in her big screen debut as the young Deborah. Key Leone collaborators Ennio Morricone (music), Tonino Delli Colli (cinematography), and Nino Baragli (editing) were also involved, and as with most of their work for Leone or elsewhere, America is all the better for their exceptional contributions.

Part of what gives America its ambitious quality is its scope. Post-Goodfellas, it’s perhaps not that uncommon to have such a life-spanning chronicle of one man’s venture in gangsterdom, but even that pillar of the gangster picture doesn’t touch America as far its lingering on minute details and crucial moments. Of course, America‘s now restored four-plus hour runtime allows for considerable temporal luxury as well.



Based on Harry Grey’s novel “The Hoods,” America follows the journey of four young men as they ascend the ranks of New York’s ruling criminal class, with all the loves and losses and friendships and fights in between. The story is indeed a sprawling one (little wonder there are six screenwriters credited) and it has the familiar rise and fall structure that befits the gangster film so well, for while it is always enjoyable to see the young hood make good, we know that peak success is short lived, and the downfall must soon come. As the film begins and we see Noodles in his older age, we are aware that he obviously survives, so the question then becomes what exactly is it he has survived? After leaving the city 35 years earlier, Noodles is called back, but by whom, and why?

As part of the film’s complex flashback structure, we instantly see that a younger Noodles is on the lam, to the ultimate detriment of his friends, and it’s made clear that the million dollars he has presumably stashed away is missing, but these various loose ends of narrative have yet to be tied together. It’s about 39 minutes into the film before Leone takes us to the very beginning of these young men, where the then adolescent crew does odd street jobs and shows off some criminally enterprising ingenuity. Friendships are forged, sexuality is explored, and while a grand drama unfolds when the boys are older, for now, in their youth, we witness a series of vignettes that shape the men they would become.



It is about half way into America‘s second hour when we leave their childhood and with them enter a more dangerous, amusing, and dramatic adult existence. When Noodles is released from prison (to keep this spoiler free, I’ll skip over the actions that put him there), things have changed. He was absent through the group’s more substantial formation and its emergence in stature and respectability, and thus he returns and remains something of an outsider, even though the others have done everything they could to maintain his involvement, going so far as to retain his cut of their profits. But now, conflicts of business and pleasure develop (Noodles has been away from both) and there are struggles between the individual—Noodles attempting to recapture a portion of life he was denied—and the group. It doesn’t help that Noodles is fairly antagonistic, continually provoking those around him, especially Max, with whom he has always had a complicated relationship.

The street kids have grown up and away from their low-level escapades and are now fully entrenched in the professions of bootlegging and prostitution, and they’re very successful at both. They are now also associated with crooks of a different color, namely politicians. Add to this their involvement with union leaders and their hostility toward corrupt law enforcement and you have most of the key ingredients to any great gangster film.

There is no denying America‘s indebtedness to gangster pictures of years past, and as shown in many of the genre’s archetypal titles, the gangster has always been the preeminent cinematic antihero. These men are lawbreakers and wrongdoers, but more often than not, we’re in their corner, frequently cheering them on along the way. America takes this tendency, intensifies it, and aggressively confronts it. Yes, Noodles, Max and the others are for all intents and purposes our heroes, and there’s no question they can be charming and quite appealing, darkly funny even (the baby-swapping), but they can be dastardly. They are, after all, murderers and rapists. “We have enough enemies without being gangsters,” says Noodles’ Jewish driver in a newly added scene, and this is something of an implied reoccurring theme throughout the film. These men, Noodles especially, have the ways and means to live an honorable life, but they are constantly reverting to their criminal ways. “Why go looking for trouble?” you can almost hear his Jewish mother ask. Even after Noodles finally has his romantic evening with Deborah, which is preceded by the heartfelt line when she asks if he has been waiting long and he responds, “All my life,” the beautiful sequence culminates with arguably his most barbaric action.



As a coming of age fable, America is very much about myth making, not unlike Leone’s Western film preoccupations (once upon a time…). He depicts moments as if in a memory, a dream, or as if captured via a Polaroid picture that has long since been tucked away in some forgotten and suddenly discovered shoebox. This gives the film a touching poignancy, an appreciable atmosphere of nostalgia, and a rendering of a very specific time and place. There are the loves had and those lost, the schemes and feuds, the sex and violence, the rites of petty crime and surprisingly harsh consequences. Leone’s color and lighting choices reflect this subdued wistful tone. He trades in his previous penchant for expressive and exaggerated imagery and sound for a more classically subtle and melancholic style (though we do get moments of lasting amplified noise for dramatic effect, such as the opening phone ringing—recalling the creaking windmill that begins Once Upon a Time in the West—or Noodles provocatively stirring his coffee).

This is also a wholly unusual landscape for Leone. Gone are the scorching, open western vistas; the sands of the desert have blown away and been replaced by cold, wet asphalt. Towering skyscrapers and bridges now surround this new breed of outlaw. Yet even in this foreign territory, Leone’s early 20th century Manhattan streets, with all of their bustling liveliness, have clearly been crafted by one who has a fondness for the era, or at least an exceptional knowledge of it. The art direction by Carlo Simi (also known for great work on numerous Spaghetti Westerns) contributes to an authentic recreation down to the smallest facet. By the end of the film, one truly feels as if having been through something and having experienced a world. Sure, a lot of this has to do with the film’s length, allowing for ample time to take it all in, but more than that, it’s this level of detail and the subsequent absorption into the milieu.

Where Once Upon a Time in America stands apart from nearly every other gangster film is in its strongly emotional conveyance of regret, of missed opportunities, opportunities lost, and of a somber reflection. And this isn’t only noticeable at the film’s conclusion. Throughout the entire picture, the characters appear to live as if they can see their own demise right before their eyes. “You can always tell the winners at the starting gate,” says Noodles, adding, “and the losers.” They seem to be aware that there is likely no permanence to what they’re doing, that their end, probably tragic, is in some ways inevitable.

Once Upon a Time in America is not a perfect film. No question it has more than enough greatness, but the “big reveal” conclusion in particular has never been totally satisfying. The reasons for Noodles’ return, the intricate revenge plot behind it, and the incorporation of political intrigue feel like they belong in another film. Nevertheless, the film was a true passion project for the 55-year-old Sergio Leone. (He supposedly turned down a chance to direct The Godfather in order to work on this picture.) Tragically, though, he would pass away a mere six years later. While it is undeniably sad to see such a great director die so early, and to think of what else he could have accomplished, as final films go, this is about as good as it gets.

REVIEW  from SOUND ON SIGHT