Once Upon a Time in America is a 1984 epic crime drama film co-written and directed by Italian filmmaker Sergio Leone and starring Robert De Niro and James Woods. The film is an Italian-American venture produced by The Ladd Company, Embassy International Pictures, PSO Enterprises, and Rafran Cinematografica, and distributed by Warner Bros. Based on Harry Grey's novel The Hoods, it chronicles the lives of best friends David "Noodles" Aaronson and Maximilian "Max" Bercovicz as they lead a group of Jewish ghetto youths who rise to prominence as Jewish gangsters in New York City's world of organized crime. The film explores themes of childhood friendships, love, lust, greed, betrayal, loss, broken relationships, together with the rise of mobsters in American society.
It was the final film directed by Leone before his death five years later, and the first feature film he had directed in 13 years. The cinematography was by Tonino Delli Colli, and the film score by Ennio Morricone. Leone originally envisaged two three-hour films, then a single 269-minute (4 hours and 29 minutes) version, but was convinced by distributors to shorten it to 229 minutes (3 hours and 49 minutes). The American distributors, The Ladd Company, further shortened it to 139 minutes, and rearranged the scenes into chronological order, without Leone's involvement. The shortened version was a critical and commercial flop in the United States, and critics who had seen both versions harshly condemned the changes that were made. The original "European cut" has remained a critical favorite and frequently appears in lists of the greatest gangster films of all time.
Three thugs enter a Chinese wayang theatre, looking for a marked man. The proprietors slip into a hidden opium den and warn a man named "Noodles", but he pays no attention. In a flashback, Noodles observes police removing three disfigured corpses from a street. Although he kills one of the thugs pursuing him, Noodles learns they have murdered his girlfriend and that his money has been stolen, so he leaves the city.
David "Noodles" Aaronson struggles as a street kid in Brooklyn's [Williamsburg] neighborhood in 1920. He and his friends Patrick "Patsy" Goldberg, Philip "Cockeye" Stein and Dominic commit petty crimes under the supervision of local boss, Bugsy. Planning to rob a drunk as a truck hides them from a policeman, they're foiled by the older Max Bercovicz, who jumps off the truck to rob the man himself. Noodles confronts Max, but a crooked policeman steals the watch they are fighting over. Later, Max blackmails the policeman, who is having sex with a teenage girl. Max, Noodles, Patsy and Cockeye start their own gang, independent of Bugsy, who had previously enjoyed the policeman's protection.
The boys establish a suitcase money fund, which they hide in a locker at the railway station, giving the key to Fat Moe, a reliable friend who is not part of the operation. Noodles is in love with Fat Moe's sister, Deborah, who aspires to be a dancer and actress. After the gang has some success, Bugsy ambushes the boys and shoots Dominic, who dies in Noodles' arms. In a rage, Noodles stabs Bugsy and severely injures a police officer. He is arrested and sentenced to 12 years in prison.
Adult Noodles is released from jail in 1932 and is reunited with his old gang, who are now major players in the bootlegging industry during Prohibition. Noodles also reunites with Deborah, seeking to rekindle their relationship. Meanwhile, during a robbery, the gang meet Carol, who later on becomes Max's girlfriend. The gang prospers from bootlegging, providing muscle for union boss Jimmy Conway O'Donnell. Noodles tries to impress Deborah on an extravagant date, but then rapes her on their way home in a limousine after she declines his proposal. Later Noodles is seen at the train station looking for Deborah. When she too spots him from her train seat, she simply closes the blind, as the train heads off.
The gang's financial success ends with the repeal of Prohibition. Max suggests joining the Teamsters' union, as muscle, but Noodles refuses and leaves. Max penitently runs after Noodles and they go to Florida together. While there, Max suggests robbing the New York Federal Reserve Bank, but Noodles regards it as a suicide mission.
Carol, who also fears for Max's life, convinces Noodles to inform the police about him for a lesser offence, just to keep him in jail briefly. Shortly after, Max, who follows Noodles to the office, knocks him unconscious for calling him "crazy". Regaining consciousness, Noodles finds out that Max, Patsy, and Cockeye have been killed by the police, and is consumed with guilt over making the phone call. Noodles then boards the first bus to leave New York, going to Buffalo, to live in hiding under a false identity.
In 1968, Noodles receives a letter informing him that the cemetery where his friends are buried has been sold. The letter also asks him to make arrangements for their reburial.
Realizing that someone has deduced his identity, Noodles returns to Manhattan, and stays with Fat Moe above his still-open restaurant. While visiting the cemetery, Noodles finds a key to the railway locker once kept by the gang, and notes the license plate of a car following him. Opening the locker, he finds a suitcase full of money but with a note stating that the cash is a down-payment on his next job. Noodles hears about a corruption scandal and assassination attempt on U.S. Secretary of Commerce Christopher Bailey, an embattled political figure, mentioned in a news report.
Noodles visits Carol, who lives at a retirement home run by the Bailey Foundation. She tells him that Max planted the idea of Carol and Noodles tipping him off to the police, because he wanted to die rather than go insane like his father, who died in an asylum. Max opened fire on the police to ensure his own death.
While at the retirement home, Noodles sees a photo of Deborah at the institution's dedication. Noodles tracks down Deborah, still an actress. He questions her about Secretary Bailey, telling her about his invitation to a party at Bailey's house. Deborah claims not to know who Bailey is and begs Noodles to leave via the back exit, as Secretary Bailey’s son, David, is waiting for her at the main door. Ignoring Deborah's advice, Noodles sees David, who bears a strong resemblance to Max as a young man (and is played by the same actor), meaning that Secretary Bailey is Max.
Noodles meets with Max in his private room at the party. Max explains that corrupt policemen helped him fake his own death, so that he could steal the gang's money and Noodles' love interest, Deborah, in order to begin a new life as Mr. Bailey, a man with contacts to the Teamsters' union.
Now faced with ruin and the specter of a Teamster assassination, Max asks Noodles to kill him, having tracked him down and sent the invitation for the action. Noodles, obstinately referring to him by his Secretary Bailey identity, refuses because, in his eyes, Max died with the gang. As Noodles leaves Max's estate, he hears a garbage truck start up and looks back to see a man resembling Max standing at the driveway's gated entrance. As he begins to walk towards Noodles, the truck passes between them. Noodles sees the truck's auger grinding down rubbish, but the man is nowhere to be seen.
In a flashback, a young adult Noodles enters the opium den after his gang's murder, taking the drug and broadly grinning.
The cast also includes Robert Harper as Sharkey, Mario Brega as Mandy, Paul Herman as Monkey, Marcia Jean Kurtz as Max's Mother, Estelle Harris as Peggy's Mother, and Richard Foronji as Whitey. Louise Fletcher appears in the 2012 restoration as the director of the cemetery Noodles visits in 1968.
During the mid-1960s, Sergio Leone read the novel The Hoods by Harry Grey, a pseudonym for the former gangster-turned-informant whose real name was Harry Goldberg. In 1968, after shooting Once Upon a Time in the West, Leone made many efforts to talk to Grey. Having enjoyed Leone's Dollars Trilogy, Grey finally responded and agreed to meet with Leone at a Manhattan bar. Following that initial meeting, Leone met with Grey several times throughout the remainder of the 1960s and 1970s to understand America through Grey's point of view. Intent on making another trilogy about America consisting of Once Upon a Time in the West, Duck, You Sucker! and Once Upon a Time in America, Leone turned down an offer from Paramount Pictures to direct The Godfather in order to pursue his pet project.
Leone considered many actors for the film during the long development process. Originally, in 1975, Gérard Depardieu, who was determined to learn English with a Brooklyn accent for the role, was cast as Max, with Jean Gabin playing the older Max. Richard Dreyfuss was cast as Noodles, with James Cagney playing the older Noodles. In 1980, Leone spoke of casting Tom Berenger as Noodles, with Paul Newman playing the older Noodles. Among actors considered for the role of Max were Dustin Hoffman, Jon Voight, Harvey Keitel, John Malkovich, and John Belushi.
Early in 1981, Brooke Shields was offered the role of Deborah Gelly, after Leone had seen The Blue Lagoon, claiming that "she had the potential to play a mature character." A writers' strike delayed the project, and Shields withdrew before auditions began. Elizabeth McGovern was cast as Deborah and Jennifer Connelly as her younger self.
Joe Pesci was among many to audition for Max. He got the smaller role of Frankie, partly as a favor to his friend De Niro. Danny Aiello auditioned for several roles and was ultimately cast as the police chief who (coincidentally) shares his surname. Claudia Cardinale (who appeared in Once Upon a Time in the West) wanted to play Carol, but Leone was afraid she would not be convincing as a New Yorker and turned her down.
The film was shot between June 14, 1982, and April 22, 1983. Leone tried, as he had with A Fistful of Dynamite, to produce the film with a young director under him. In the early days of the project he courted John Milius, a fan of his who was enthusiastic about the idea; but Milius was working on The Wind and the Lion and the script for Apocalypse Now and could not commit to the project. For the film's visual style, Leone used as references the paintings of such artists as Reginald Marsh, Edward Hopper, and Norman Rockwell, as well as (for the 1922 sequences) the photographs of Jacob Riis. F. Scott Fitzgerald's novel The Great Gatsby influenced Noodles' relationship with Deborah.
Most exteriors were shot in New York City (such as in Williamsburg along South 6th Street, where Fat Moe's restaurant was based, and South 8th Street), but several key scenes were shot elsewhere. Most interiors were shot in Cinecittà in Rome. The beach scene, where Max unveils his plan to rob the Federal Reserve, was shot at the Don CeSar in St. Petersburg, Florida. The New York's railway "Grand Central Station" scene in the thirties flashbacks was filmed in the Gare du Nord in Paris. The interiors of the lavish restaurant where Noodles takes Deborah on their date were shot in the Hotel Excelsior in Venice, Italy. The gang's hit on Joe was filmed in Quebec. The view of the Manhattan Bridge shown in the film's poster can be seen from Washington Street in Brooklyn.
The shooting script, completed in October 1981 after many delays and a writers' strike between April and July of that year, was 317 pages in length.
By the end of filming, Leone had eight to ten hours worth of footage. With his editor, Nino Baragli, Leone trimmed this to almost six hours, and he originally wanted to release the film in two parts, each three hours. The producers refused, partly because of the commercial and critical failure of Bernardo Bertolucci's two-part 1900, and Leone was forced to further shorten it. The film was originally 269 minutes (4 hours and 29 minutes), but when the film premiered out of competition at the 1984 Cannes Film Festival, Leone had cut it to 229 minutes (3 hours and 49 minutes) to appease the distributors, which was the version shown in European cinemas. However, the American wide release was edited further to 139 minutes (2 hours and 19 minutes) by the studio, against the director's wishes.
The musical score was composed by Leone's longtime collaborator Ennio Morricone. The film's long production resulted in Morricone's finishing the composition of most of the soundtrack before many scenes had been filmed. Some of Morricone's pieces were played on set as filming took place, a technique that Leone had used for Once Upon a Time in the West. "Deborah's Theme" was written for another film in the 1970s but was rejected; Morricone presented the piece to Leone, who was initially reluctant to include it, considering it too similar to Morricone's main title music for Once Upon a Time in the West. The score is also notable for Morricone’s incorporation of the music of Gheorghe Zamfir, who plays a pan flute. At times this music is used to convey remembrance, at other times terror. Zamfir’s flute music was used to similarly haunting effect in Peter Weir’s Picnic at Hanging Rock (1975). Morricone also collaborated with vocalist Edda Dell'Orso on the score.
A soundtrack album was released in 1984 by Mercury Records. This was followed by a special-edition release in 1995, featuring four additional tracks.
Besides the original music, the film used source music, including:
Once Upon a Time in America premiered at the 1984 Cannes Film Festival on 23 May and received a "15-minute standing ovation". In the United States, the film received a wide release in 894 theaters on June 1, 1984 and grossed $2.4 million during its opening weekend. It ended its box office run with a gross of just over $5.3 million on a $30 million budget, and became labeled as a box office flop. The financial and critical disaster of the American release almost bankrupted The Ladd Company. Eventually, the film premiered in Leone's native Italy out of competition at the 41st Venice International Film Festival in September 1984. That same month, the film was released wide in Italy on September 28, 1984 in its 229-minute version.