Once Upon a Time in America

In 1969 Sergio Leone released the epic Once Upon a Time in the West, a commentary on his own bloody spaghetti Westerns that examined what brought men to violence and introduced the first genuinely three-dimensional characters in the genres (John Wayne's revelation at the end of The Searchers always felt tacked on). For once characters moved outside of the archetypes and actually came off the screen, giving the Old West a three-dimensionality it always lacked. But as a commentary on American life, Once Upon a Time in the West feels like a mere warm-up for Leone's final film, the epic tone poem Once Upon a Time in America.

As much a deconstruction of the gangster genre as his previous epic was for the Western, Once Upon a Time in America looks at the gangster as an individual, rather than as an outgrowth of familial bonds and strife à la The Godfather, yet it is as much an examination of what America has to offer, both good and bad, and how people can twist their own dreams into nightmares. As a matter of fact, we can not be altogether sure that at least a portion of the film does not occur with the opium dreams of our protagonist.


David "Noodles" Aaronson comes of age in the Jewish ghettos of Brooklyn in the 1920s, struggling to get by with a small gang consisting of his friends Patsy, Cockeye and Dominic. The four toil for local hood Bugsy, but that all changes when they meet young Max Bercovitz. Soon the youth strike out on their own under Noodles and Max's leadership, trying to assert themselves in the neighborhood. Eventually Bugsy catches wind of these boys trying to muscle in on his turf and assaults the gang. Dominic gets shot, Noodles kills Bugsy, then he stabs a cop in his madness and goes to jail for 9 years.

Noodles emerges from prison in the middle of the Prohibition era, only to find that, after Bugsy's death, Max and the gang took over the place and have become lucrative bootleggers. Suddenly Noodles can live in the lap of luxury after a lifetime of hardship. This new found affluence allows him the shot to pursue Deborah, the fancy girl he for whom he always had a thing. Deborah, an aspiring dancer, was far out of Noodles' class. Now she's an actress, and Noodles still can't attain her.

Leone structures these sequences perfectly; he rests on these characters in a way that will make The Godfather seem like GoodFellas. His camera lingers on conversations, pauses, evens stretches of seeming nothingness as he looks around the towns. That brings me to my next point: the art direction. Leone creates vast, beautiful sets, then sprinkles a fine layer of soot and dirt all over it, giving the film the beauty we expect from a period piece but with a realistic grime. So many period films look like gaudy musicals, but this is one of the few that feels as real as our current buildings.

Just look at how he crammed this beautiful room full of dusty old junk.

Also of note is the incredible acting across the board. De Niro, coming off some daring and timeless performances, is at his most understated as Noodles. He has to carry most of this 4-hour epic, and he succeeds magnificently, showing us a man forever haunted: haunted by his past, haunted by the decisions of the present that leave him with increasingly fewer choices and, finally, utterly broken and weary as an old man. Just look at De Niro's depiction in his later years and at De Niro himself now. De Niro is still full of life, but Noodles, who physically just looks like the younger version with gray hair, seems infinitely older.

De Niro isn't the only one who owns his role. James Woods, who cannot help but be interesting, imbibes Max with a slickness that makes him impossible not to like, even though he leads Noodles to his eventual self-destruction. What makes their acting even better is that Leone found kids that were actually right for the part. Scott Tiler, Rusty Jacobs, and Jennifer Connelly not only resemble their older counterparts, but capture their mannerisms; Connelly in particular makes even more of an impression than McGovern.

Eventually Noodles' life crashes down around him; Max's plans get more audacious, Prohibition gets repealed and, in a dark turn of events, Noodles rapes Deborah when she rejects him. When Max plans a suicidal robbery on the Federal Reserve, Noodles realizes what will happen and warns the police. When the police show, a shootout ensues that forces Noodles into exile for 30 years.

The final moments of the film, set long after the terrible shootout, elevate the movie from brilliant to masterful. Noodles returns as the old, broken man, and makes peace with Deborah, only to find that Max is still alive. The two reconcile and each apologizes for wronging the other, and it seems if, at long last, Noodles has found some semblance of happiness.

We then flashback to the 30s, in the wake of the botched robbery. Noodles visits an opium den, and Leone watches his face as the attendant slowly fixes his pipe. In those moments we see indescribable pain cross De Niro's face, then he at last takes a puff from the pipe and the film freeze frames and ends as he breaks out into a smile. What is the significance of this scene? The predominant theory is that the film itself is Noodles' opium dream: in it, he relives his past and then hallucinates a future. I prefer to think of the film this way as well; after his life finally crumbles, Noodles' future gives him some sliver of hope of redemption, yet in the back of my mind I know it cannot happen.


I know I need to see this more times just to absorb the awesome scope of it all, but for a four-hour film, Leone crafts an incredibly personal and captivating film. If The Godfather used the gangster genre and the perversion of the American Dream to delve into the generational gap, Once Upon a Time in America uses them simply to paint a portrait of a man's life. Most gangster films end in the defeat of the bad guys because the law (whether within the film or, in the case of old Hollywood Production Code, the real world) deemed they must, but Noodles here has defeated himself, more so than even Michael Corleone at the end of the second part of The Godfather. The law never catches up with him, but his own consequences consume and haunt him more than prison time ever could. Death itself would be a release for this man.

Though I am inexplicably given to making arbitrary lists and rankings (in fairness, I am very bored very often), I don't know how I'd place Once Upon a Time in America in Leone's oeuvre. It's certainly his most ambitious, his greatest in scope and scale, but I may actually prefer his previous epic, and maybe even The Good, The Bad & The Ugly. Of course, these are personal preferences, and ranking masterpieces is a maddening effort and should never be dwelled upon. Quite simply, this is one of the greatest films ever made: the acting is superb (particularly De Niro and Woods), the sets teem with that scuffed and dirtied beauty that made Scorsese's New York so tangible and its meticulous examination of one man's life and how the people around him shape him make this a must-see. Supposedly Leone's estate is preparing a new 4 1/2 hour director's cut for release in the near future. I'm always uneasy about extended cuts, but hopefully it gets an opulent DVD release worthy of its grandeur, or at least to replace the crappy DVD they have out now.