The Greatest films of all time: 11. Once upon a time in America (1984) (Italy)


The creator of Spaghetti Western and the dollar trilogy of “A fistful of Dollars”, “For a few Dollars more”, and “The Good, the Bad and the Ugly” who also brought Clint Eastwood to life as a popular actor, and made a masterpiece of western, “Once upon a time in the West”, created the master of all gangster films “Once upon a time in America”. The son of the cinema pioneer director Vincenzo Leone (known as Roberto Roberti or Leone Roberto Roberti) and the silent film actress Edvige Valcarenghi (Bice Valerian), and a classmate of his later musical collaborator Ennio Morricone, Sergio Leone grew into cinema. So absorbed into filmmaking, watching often his father work on the film sets that he dropped out of law school to start his film career at age 18. He started working in cinematography, and became an assistant to Vittorio de Sica in filming “The Bicycle Thief”.

Once upon a time Sergio Leone: The Last Great Filmmaker

Sergio Leone, a genius in filmmaking, even in his commercial spaghetti westerns, he was not void of cinematic techniques and innovations. Influenced from the early silent era of his parents’ works, his films are dominant with visual elements, slow camera moves, extreme close ups with emphasis on the looks mixed with long shots. These techniques within his action films either westerns or his gangster masterpiece, “Once upon a time in America”, leave the viewer sinking in the moment and absorb in the details, anticipating the creeping up actions and surprises. These camera techniques of frame freeze, slow movements, extreme close ups and moreover long sequences such as ringing the phone for ever in this film, emphasizes on the important of an event in the lives of the characters or the specific moment in the story of the film.


Starting well and early from age 18, Sergio was stalled when in 1959 was drawn into action films directing when the original director of the film “The Last days of Pompei” Mario Bonnard fell ill. Then came another sword action film of “The Colossus of Rhodes” in 1961 before his switch to making his popular and box office hits of the spaghetti westerns. To conclude his westerns in 1968, he created “Once upon a time in the West” that showed his talents beyond box office to the film critics as well. Then perhaps thinking of creating his masterpiece away from westerns, he ran into reading the autobiographical novel “The Hoods” by Harry Grey (Harry Goldberg or “Noodles”) a member of a Jewish gang that grew in the New York City ghetto, Sergio Leone decided to meet the author and make the film. Finally he met with Harry at a Manhattan bar in late 60’s, and thereafter a few times more in 1960’s and 1970’s to understand America through the author’s living experience. Turning down the offer to direct “The Godfather” by Paramount Pictures, he pursued his own project from then on until its completion in 1984, an endeavor of almost 20 years.

This time Sergio knew that a masterpiece takes a great deal of time and effort, so over about 20 years strenuously researching and preparing himself for making “Once upon a time in the America”. This long haul effort and determination alone is commendable. From 8 to 10 hours of film footage that Sergio shot, he concluded 6 hours with the plan to make it in two parts of three hours each. But by the force of the producers who wanted it only as one single film, he edited the film to a final single film of 269 minutes. This being about four and a half hours, was further cut to 229 minutes (3 hours and 49 minutes) that was released in Europe, but the US release was further cut into 139 minutes by the producers against the director’s wishes, that was a disaster.

“Once upon a time in America”: A Conclusion to Cinema

In “Once upon a time in America” Sergio Leone goes beyond his earlier works of westerns and his already well known technical trademarks noted above, and he shows his true genius of filmmaking and his seriousness about cinema as an art. His back and forth flashbacks between three points in time, the present, the middle and the past, is one of the best in cinema. The set, location designs and selections are perfect, never seen before, and look so unrealistically real. While before this film, dialogues were not much of his interest, in “Once upon a time in America” the dialogues are brief, artful and fit in with the visual works.

The film opens with the middle time that is central to the story of the film. “Noodles” (Robert De Niro) is in the state of stupor in a Chinese opium hideout situated behind a theatre. Three gangsters enter the theatre searching the place for him, but leave in despair not finding him who’s lying in his numbed state of mind in the back. Then the flashbacks in his mind shows moments ago when he had just witnessed his three pals’ murdered with their disfigured bodies lying down on the street surrounded by the police, ambulance and a crowed. He manages to kill one of the gangsters who had tortured and killed another of his friends and learns that his girlfriend has also been murdered by the gang as well. While still in his opium stupor state, a phone rings continuously for almost ever in his mind and takes the viewers back to another flashback, when “Noodles” decided to report his close pal, Max’s (James Woods) heist plan to save his life. That’s the central point of the film between the present, the middle and the past times in the film, when two close friends who established the Jewish crime part from each other.    

The film then flashbacks to the past when Noodles and his friends, all youths meet Max and their petit criminal activities evolve into major and organized crimes from 1920’s and extending into the end of prohibition era of 1930’s. A unique true life story of evolution of a gang from their childhood into maturity and their demise needed a genius, dedicated and perfect direction to portray their friendships, lust, love, greed, betrayal and losses. The scenes of the childhood of the gang in the early 20th century of New York City with excellent choice of locations and shots, such as the picturesque view of Manhattan bridge is so classic not to missed. The involvement of children in gangster/crime films rare until then was performed well by all the young bunch including Jennifer Connelly as the young Deborah is amazing.

Bugsy (James Russo) who bossed and ran the youth gang before Max joining them in retaliation kills the youngest of them, Dominic that instigates Noodles to stab and kill Bugsy and injures a police officer fatally, so end up in jail for 12 years. When he was released, the group are already all adults and flourished well in their illegal activities under the leadership of Max. Already into prohibition era and a heaven for the illegal organized activities, the mature gang have grown wealthy. Max picks up Noodle from the prison after his term in a funeral vehicle carrying a seemingly dead naked body of a young female who when is shown to Noodles what a tragedy is such a heavenly body dies, she jumps on him and giving him a welcome time.

Now in the middle time of the story, Max takes his old time partner who sacrificed 12 years of his life spending behind bars, to his new establishments including an upscale bar where he meets once again all his old friends who are all now grown ups. He also meets his childhood love, Deborah, the sister of fat Moe who is now a mature young lady seriously pursuing her dance and acting career. Back again to the group, Noodles starts co-leading the gang in their mob activities, with a hint of more suspicions than Max to partnership with any other gangs or taking orders from any one else. This leads to the killing and taking over the operation of a more mature organized gang who send this still young group for a robbery. During the robbery, Noodles rapes the girlfriend of the boss of the establishment, Carol (Tuesday Weld) who later on will become Max’s girlfriend despite Noodle’s disagreement. From now to the end of the middle time there would be animosity and dislike between the two, mostly Noodles’ until when both agree to save Max’s life.

Noodles still in love with Deborah, now rich from the gang illegal businesses, takes her out to an extravagant dinner in a private setting in an upscale restaurant by the sea just for the two. The couple spend all night long together and talk after dinner by the beach and happy until Deborah breaks the news of her moving to Hollywood pursuing her theatre dream career. In a limousine taking Deborah back home, Noodles disappointed and angry with her departure, rapes her in the backseat of the car.

The end of prohibition era brings the idea of other profitable illegal businesses that creates conflict and disagreements between Max and Noodles, until Max comes up with the plan of robbing the Federal Reserve Bank. Noodles and this time Carol both agree of the danger of the task and since they cannot change Max’s stubborn intention, they decide to save him from being killed or put in jail for long, so Noodles report his heist plan to the police. This brings us to the opening of the film when the phone keeps ringing incessantly when Noodles calls the police and the ring as a flashback remains in his mind for reporting his old time friend and partner that finally led to the mass murder of all his partners except him as the lone survivor. After escaping from the chase by the rival gang who massacred his friends and he witnessed their disfigured bodies on the street, Noodles leaves the city for good on a one way bus ticket.


Back to the present time, Noodles coming back to the city after 30 years when receiving a letter informing him that the cemetery that his friends have been buried in, has been sold and he needs to arrange for their reburial. Noodles goes to fat Moe (Larry Rapp), the only one of them still alive and stays with him in the upstairs of his restaurant. Visiting the cemetery, he finds the key to the locker in the train station where the gang left their shared saved money, that Noodles before his departure from the city found it empty. This time he finds the suitcase full of money with a note offering him another job for the cash by Mr. Bailey who has also invited him to a party in his estate for detailing. Visiting Carol in a retirement home, Noodles is told that Max tricked them both to report his bank robbery to the police so he will be shot dead in the action and not like his father dying in an asylum.


Then Noodles goes visiting Deborah at her work in a theatre when he finds out by surprise that Max is alive and he is in fact the secretary Bailey and a young man who was waiting to take her home behind the door is their son. Meeting Max or Mr. Bailey in his private office at his estate, Max confesses that he was pulled into faking his death by the corrupt police and the Teamster’s union so him to steal all their money and start a new wealthy life with Noodle’s love, Deborah. Max or Mr. Bailey now asks Noodles to take his revenge and kill him as he is already a dead man since they are after him soon as his time is out. Noodles to the surprise of Max and the viewers have changed over years to a clam man who holds no revenge and is already living in peace with the past behind him.

Noodles leaves Max and his estate and as he walks out, he notices a garbage truck parking outside that as soon as starts to move, Max who comes out of his estate’s gate, jumps in the truck and commits suicide to be chopped off like a garbage that he thought of himself to have been for betrayal of his closest friend who just tried to save his life.

“Once upon a time in America” that Sergio Leone spent almost 20 years of his life on and perhaps caused him so much stress that led to his heart attack and sudden death five years later at still a young age of 60, is more than an ultimate gangster film that has been hailed as such by many. This great film, a classic on its own that has been unfortunately cut short for the box office reasons and had not been released in its original 269 minutes until in recent years is beyond an ultimate gangster film. The film is multilayered in content that was depicted very well beyond the original autobiographical novel, addressing several common life issues of friendship, lust, love and hate, sacrifice, greed, betrayal, corruption, loss. It also at the end concludes the meaningless of life from a nihilistic perspective in Max’s mind and an existential positive perspective of reaching peace at the end of one’s life in Noodle’s mind. These issues will be discussed briefly in the following:

1-Friendship: The film is about friendship from the beginning to the end. This is rare in a gangster film that starts from youth to the old age. The gang members hold their friendship and trust as the single most important cohesive element in their group and activities. Even Fat Moe who is only on the side and not an active member or a gangster, and Peggy (Amy Ryder) who satisfied the boys’ lust in their youth, and Carol who joined them later on, enter into this circle of friendship and trust. The betrayal of the friendship by Max is only revealed as a surprise to Noodles and the viewers at the end of the film, and even then filled with guilt he is asking for redemption and Noodles to take revenge on his life.

2-Lust: The lust of the gang in their youth either with the neighbor prostitute or with Peggy adds to the realism and honesty of the film for a group of delinquent youth growing together. The waiting of the child Dominic with a cupcake for bribing Peggy for a moment of lust and eating it up all as not able to resist his immediate gratification of the delicious cupcake is another manifestation of oral lust.

3-Love and Hate: This is shown beautifully through the attraction and love of Noodles to Deborah that endured even into his adulthood and after 12 years of absence in jail. The pure unfulfilled love of youth is messed up with the force of life’s realities, so ending in disappointment and hatred when Noodles in anger raping Deborah for leaving him.

4-Sacrifice: This is shown in Noodles when a teen to sacrifice 12 years of his life when in revenge for Dominic’s life kills Bugsy and wounds a police officer. Carol and Noodles also sacrifice themselves for reporting Max to the police of his great bank heist to save his life.

5-Greed and betrayal: The greed and rivalry between the gangs, workers union, and the corrupt police that is often seen in other similar films is shown here in betrayal of a life-long friend for greed beyond monetary also possession of one’s love as well.           


6-Corruption: Here Sergio Leone makes his film to some degree political as he did in his masterpiece western “Once upon a time in the West”, when he shows the corruptions from an ordinary police officer to the police and unions at large and the promotion of a gangster to the secretary of commerce.

7-Loss: This element is the philosophical aspect of the film that all ends in loss. The good friends were lost, the friendship between the two survivors of the gang, Max and Noodles, the love between Noodles and Deborah was lost, and finally the whole life of the group were all lost at the end. This brings the film to a nihilistic conclusion of the meaningless of life, at least for such lives of gangsterism, or the lives of greed.

8-Resolution: Despite all the sufferings, losses and betrayal, Noodles reaches a peace and resolution in his life so not seeking revenge for seeing life from a different perspective.

Despite the film starts in the opium den with Noodles being numb and in an altered state of mind and stupor and ends in the same scene that was interpreted by some to have all been a dream, the story of the film has happened and happens all the time in one way or the other in real life. The subjects of friendship, lust, love and hatred, sacrifice, greed and betrayal, loss, nihilistic perspective on life and resolution at the end are all not dry philosophical matters, but happens in our sweet short lives.      


The gripping chronological story of the film depicted in flashbacks in three cross sections of time became a cinematic masterpiece with hard strive of Sergio Leone over almost 20 years through his genius and hard work that could not flourish much before and did not last much after. Starting from the script that he had to meet the real Noodles in life, harry Grey to its completion and employing the best Italian screen writers, Leonard Benveuti (with 135 scripts), Piero De Bernardi (with 119 scripts), Enrico Medioli (who wrote the scripts for Rocco and his brothers, The Leopard, and the Damned among many others), Franco Arcalli (film editor and screen writer who worked with Antonioni and Bertolucci and died of cancer at age 48 in 1978 while in the writing process of this film), Franco Ferrini, and of course Sergio Leone himself who contributed to the script greatly.

The film could not have such great and visually stunning power without the artful cinematographic work of Tonino Delli Colli who started his career from age 16 at Rome’s Cinecitta studio in 1938. Other than working with Leone in “The Good, the Bad and the Ugly” and “Once upon a time in the West”, he worked with Roman Polanski, Louis Malle, Pasolini, Federico Fellini, and in his last work with Roberto Benigni in “Life is Beautiful”. Cutting 8 to10 hours of the film into a final 229 minutes was only possible by the great Italian film editor, Nino Baragli who has more than 200 films in his credit. Lastly but not the least the music score by Ennio Morricone has no need of commentary. For over 400 scores for films and television and over 100 classical compositions, Morricone has influenced so many other score and music artists and composers from Hans Zimmer to Radiohead and Metallica. He holds over 70 award-winning film scores in all genres across the globe.  


“Once upon a time in America” that received 15 minutes standing ovation after the screening at the Cannes Film Festival in 1984 could be well considered a conclusion to the true cinematic art. The film at the years of growing digitalism and commercialism brought the true art of filmmaking back to the screen. Although not original piece by piece in technicality, the film has put together so many original and classic techniques at the service of a true story is depicted in the best way it could with multilayers facts of life. Starting with his wild spaghetti westerns, Sergio Leone realized the wilderness of life that he saw it the most in America so he felt obliged to show in his final masterpiece, the same wild wild west in modern era.  


In closing remarks “Once upon a time in America” one more time will be redefined based on the following criteria:  

  1. Originality: “Once upon a time in America” though not original in piece by piece or innovation of new cinematic method, but comprehensively the film is original in putting so many original and classic techniques to depict a multi-layered life-long story of friendship, love, hatred, greed, betrayal, redemption and more.
  2. Technicality: “Once upon a time in America” is a summary of many cinematic techniques from its script taking a long time to write, to camera works, editing, music score, cinematography and performance at three cross sections of life. The film is easily a learning tool for the students of cinema and also a conclusion to the true cinematic art, that is rare nowadays.
  3. Impact Factor: The influence of “Once upon a time in America” has been on many future films and filmmakers in a variety of film genres not limited to gangster films.
  4. Survival: “Once upon a time in America” has survived well to this very day for its freshness in the subject of story and its cinematic techniques. The film has been already released in its extended director’s cut o 251 minutes in a screening at the Cannes Film Festival in 2012 in Europe and in 2014 in US.


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