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Once Upon a Time in America - Adults Only

Writer's picture: Bryce ChismireBryce Chismire

Updated: Jan 20

SPOILER ALERT


I’ll be frank and say that I became more familiar with gangster stories than I anticipated to be in my drive to read more books before seeing their cinematic adaptations. This habit started taking me down a rabbit hole that aroused an inner interest to look into whatever storytelling genres drew me in.


Regarding Mafia stories, I find it interesting how the characters lived their lives in the criminal underworld and tried to escape those who’d have gone after them by doing anything necessary to keep their lifestyles intact, whether it’s through murder, robbery, or any devious method they utilized to get their way.


What is your preference when it comes to gangster stories, whether it’s in literature or film? Many people may point to Scarface, Chinatown, LA Confidential, The Untouchables; the list goes on. Mine may have started when I first read The Godfather, and my love for it only amplified after being familiar with the film trilogy made by Francis Ford Coppola. I was so swept away by it because before then, I would generally have looked down upon gangsters and dismissed them as the scum of the world who deserve to live the rest of their lives behind bars, and it seemed like many people did before The Godfather came along. However, with stories like that and GoodFellas, when you look deep into the characters’ lifestyles and conflicted psyches, suddenly you’d observe different portraits of the gangsters than you would usually expect from them. This time, they feel more like real people except with more distinct, flawed life methods. They have friends, families, and aspirations, even if we disagree with them, and there’s no telling what they would have done to stay alive in the gangster business, depending on every participant’s life goals and loyalty to each other.


However, while I’m still on that subject, this review focuses on one such movie that dives headfirst into the more intimate issues regarding these life choices. Only the way it does so lets them sink in for those watching it. I am speaking, of course, about master Italian filmmaker Sergio Leone’s final film, Once Upon a Time in America, especially after it went through a lengthy and complicated formation process. I’ll elaborate more on that soon.



Adapted from Harry Grey’s semi-fictional memoir, The Hoods, this film focuses on David ’Noodles’ Aaronson, who grew up in the streets of New York City as a street urchin and tried to get by with what little he had until he formed a friendship with a boy named Maximilian ’Max’ Bercovicz, who dreamed of doing something more significant for himself. From there, these two, along with their friends, Philip ’Cockeye’ Stein, Patrick ‘Patsy’ Goldberg, and Dominic, made a promise to each other that as they grew up, they would dig their way out of poverty and rise together to make a name for themselves, beginning with a stolen briefcase full of cold hard cash. Among the various obstacles they encountered along the way, particularly for Noodles, were feelings he had for a young girl named Deborah, who aspired to be a professional dancer and lived in the neighborhood near where he usually did his business, and the romance that developed between them since then.


Plus, it wasn’t like scavenging for food was all these kids did as street urchins. Their actions have been generally unruly, which would’ve explained their eventual rise as gangsters. For one thing, they set a newsstand on fire because its owner wouldn’t have paid them their due. They also took a picture of a corrupt policeman they knew, Officer Whitey, having sex with a young girl, Peggy, and blackmailed him into working for them instead of one of the local mob bosses in town, Bugsy. 


However, during Noodles and Max’s ventures together, they had a run-in with Bugsy himself, who shot and murdered one of their friends. In a fit of rage, Noodles stealthily slaughtered Bugsy, along with a fellow policeman who tried to break up the fight, and it sent Noodles off to live the next twelve years of his life in prison.


After being released from prison in the early 1930s, Noodles reunited with Max and their friends, who have all grown up and established a more noticeable regime within the New York City streets. They had connections and maintained their grip with the union workforce, partially with the help of union worker James Conway ’Jimmy’ O’Donnell, and ran a speakeasy. Soon after, Noodles performed several jobs for Max as he got reacquainted with his friends and became familiar with gangster society. However, things took a shaky turn for them as Noodles not only had further run-ins with Deborah but also caught wind with the rest of his friends about the impending demise of the Prohibition, which would have rendered their alcoholic beverages worthless as illegally imported drinks. As any historian would recall, this was due to the forthcoming passing of the 21st Amendment. Even then, Max’s real ambitions unfolded when he had his eyes set on the New York Federal Reserve Bank, which he planned to hit not just because of the Prohibition nearing its end but also because the Great Depression left it to be easily susceptible to robberies. It caused Noodles and Max to butt heads as they and their friends all tried to maintain their grip within the gangster regime, even if it meant having to second-guess what and who they considered most valuable in their lives.



And that was all just one half of the movie.


The other half focuses on Noodles in the late 1960s as he tried to get settled with changing times and revisited plenty of familiar sites he remembered from when he was younger, including a Jewish restaurant named Fat Moe’s, which used to be a delicatessen but had since turned into a bar. One of the reasons for his visitations was that he was asked to do one last job, and the more he retraced his footsteps from when he was a gangster, the more that such familiar spots started to click within him as he gradually pieced the puzzle together concerning the identity of his target, Governor Christopher Bailey. It even concerned the whereabouts of Max, who he thought was killed along with their buddies in 1933.


This movie feels like a more poetic version of the gangster lifestyles in New York City, kind of like The Godfather. But what I find astonishing about this film is how it focused on the protagonists’ general wrongdoings and how their activities and what they did for and to each other were general business, only it was all expressed with more empathy and through a more tragic lens.


The movie was also different in that it showed how one man started with nothing and rose to the top, unlike The Godfather and GoodFellas, where the gangsters, in one way or another, had ties back to Italy as immigrants. The closest film that this film resembles was The Godfather Part II from Vito Corleone’s end of the story, and coincidentally enough, he was also played by Robert de Niro. Who knew? To add to that change of pace, unlike these films, which focused primarily on Italian culture, Once Upon a Time in America focuses on Jewish culture.


Noodles in the 1920s
Noodles in the 1920s

Of course, it’s not just Noodles who had to deal with all of the harmful influences that having a gangster life would’ve entailed. As Noodles grew up and became an established gangster with Max and their buddies, their actions dictated what went on regarding their alliances and allegiances. Noodles also had to wrap his head around some of the treacherous activities committed behind his back as far as his friends were concerned, especially by Max, whom he considered his best friend. Even Max’s fiancé, Carol, became legitimately shocked by Max’s actions throughout the movie and how much his drive to be a top-ranking gangster in his own right started alienating his closest allies, not just Noodles. In turn, this demonstrates a very tragic portrait of what happens when you commit your life to your ethics and roles as a gangster and that it can influence or inflame your deepest desires to reign supreme and maintain power at all costs, and how that kind of drive will only leave you feeling alone with no one on your side. 


That’s the same kind of struggle that Michael Corleone went through throughout The Godfather trilogy, and to see that reflected in the same measure, not just through Noodles but also Max and their comrades, shows a more engaging, multifaceted and complex picture of how corrupting such appetites for power in the gangster regime can be. 


But it’s not just from a personal scale. The film also highlighted what the government’s methods of action at that time did to Noodles and Max and their sense of gangster business. So, all the actions, intimate and on a broader scale, determined the gangsters’ future after they started with nothing, only to rise to the top. 


One of the biggest reasons that it worked so well might be the flip-flopping between the past and the ’60s. As I said, Noodles revisited the past locations he was familiar with when he was younger. More often than not, each new location triggered memories that took us, the audience, back to what he experienced in each designated area, and each memory triggered throughout the film, even his more subconscious ones, only added more exposition to what Noodles experienced as a street urchin, and then a gangster before it all came to an end. It is like watching someone’s biographical portrait of his life, starting from when he was just a little boy who had nothing until he started as a gangster and had everything. 


To put it another way, think of this movie as establishing The Godfather’s sense of tragedy with GoodFellas’ sense of biographical exposure.


Noodles in the 1960s
Noodles in the 1960s

However, let’s focus on what made this movie feel so mystical and beautiful. One of the biggest highlights that stuck with me is the music composed by Ennio Morricone.


It may be nothing like what Nino Rota or Carmen Coppola did in The Godfather films, where their music generally seeped deep into tradition. But if anything, Morricone’s musical score is more cultured and expresses a greater variety with its styles than I remember. It went forth with as much tenderness as possible to underscore the complicated and tragic turmoils that would’ve befallen Noodles or occurred between him and Max and their friends. In the more social aspects of the film, such as in Max’s speakeasy, the music conveyed a classy, lively essence, encapsulating the pure essences of early 20th-century Americana.


However, the most memorable parts of the music are the character portraits and the poverty themes. Some pieces of the music, like ‘Cockeye’s Theme’ and ‘Deborah’s Theme,’ touched upon some of the emotional baggage such characters carried. And there’s something about the flute music; it sounds so expertly performed and transcendent that it conveys a borderline Native feel. Everything else heightened the broad emotional ranges shared by all the characters in the film. Meanwhile, the poverty themes almost highlight what’s lost while somberly addressing the uncompromising facets of life that the protagonists dealt with either as street urchins scrounging for food or as gangsters vying for power. It almost makes it feel like the film’s central theme because it highlights the characters’ hopeless challenges throughout every aspect of their lives and what it cost them to maintain what they sought.


I also admire how the movie was shot. It carried a certain tenderness and attention to detail when it came to highlighting the characters’ insecurities, goals, and relationships, as well as the period details in the 1910s, 20s, 30s, and even the 60s. Whichever timeframe it hopped into, it lets us soak in all the atmosphere, actions, and consequences of whatever the characters have done. But most importantly, the film expresses a slight blurriness that hones the likelihood that everything we see in the movie as the audience may have occurred as Noodles experienced and remembered it. In addition, as Noodles fled from his buddies in 1933 – and fled under the fabricated identity of Robert Williams – he found sanctuary in an opium den on the upper floor of a Chinese theater, so the puffs he took in his relaxation may have contributed to the hallucinatory aspects of what was visually revisited before our eyes, and his, too. It helps add to the borderline dreaminess of what’s presented throughout the film and, thus, the inner turmoil Noodles carried with him all his life.



While I wouldn’t say all the characters have enough going for them to be memorable, four standouts struck a chord with me.


The first is Noodles. Having grown up as a street urchin, it’s obvious he had a lot on his mind in terms of his experiences, what his encounters with Max opened up inside of him that would’ve drawn him into the gangster lifestyle, and what ideas he had as he grew up and got settled in it, and all compared to what the next character I’m about to discuss had in mind. And because he was already a very conflicted figure since childhood, watching him thought-process both his decisions and those of his peers regarding their next moves as gangsters left me pondering more than once what the consequences would’ve been like once such actions were committed, just like Noodles would’ve. 


Max seemed like a very outgoing and ambitious type of guy. He began as the brains behind the operations necessary to climb their way into the gangster livelihood, brainstorming the gang’s ideas, plots, who to rob, when and how to rob them, and how to take advantage of certain circumstances that came their way, even if it started gradually becoming more morally questionable. It may have been this kind of moral decline that caused Noodles to sometimes think twice about their commitment to their causes as gangsters, whether he thought it was for the good of them as gangsters or not. By the time Max started acting more unscrupulously and unpredictably, this was one of the key factors in the movie, outside of the changing times, that would’ve tested his and Noodles’ friendship as they grew up and rose higher and higher into the gangster totem pole.



Deborah is one of the more sympathetic and tragic characters in the film. As the daughter of the head of a Jewish restaurant on the New York City streets, her livelihood was generally modest compared to how Noodles, Max, and their buddies lived together. She was determined to prove herself as a professional dancer as she grew up, but she also had some complications balancing out her aspirations with her feelings for Noodles. But there were times when Deborah caught on to Noodles’ more unethical activities as either a street urchin or a gangster and became more aloof regarding her allegiance with him. Things only took a turn for the worse when she and Noodles met again as adults after Noodles was released from prison. Their friendship and commitment to each other started to reach rockier terrain as they tried to reignite the flame they thought they had lost after Noodles’ imprisonment, only for some unthinkable activities from Noodles to test their relationship. 


And finally, I cannot stop thinking about Carol, the lady with whom Max became acquainted and who gradually got settled into the criminal lifestyle with everyone else. She seemed like a pretty unusual lady who always seemed to be in on the act, even if it was to the point of her playing a supposed rape victim during one of her colleagues’ robberies. But despite Carol’s supposed prostitution under Max’s thumb, it seems more than likely that she also plotted specific scenarios that she believed would’ve helped herself and her colleagues in their criminal schemes. I admire just what her settlement in the criminal lifestyle ignited inside of her in terms of her contributions to the cause and what she had in mind and would have done for her colleagues, whether it was to teach some people a lesson or for her colleagues’ advancement as gangsters, starting with Max.



In retrospect, I also recall there being one lady, Peggy, who was treated into prostitution by Noodles and his friends, only to grow up and be settled in the gangster lifestyle, just like Carol and everyone else. Only I know that she was portrayed as a more modest type of lady with a dignified sense of character when she was younger. But when she grew up, she expressed a much wilder side and a general faithfulness to what Noodles and Max set out to achieve. I guess it highlights some of the more toxic effects that the criminal lifestyle can have on those who get too close or too involved.


The acting? I don’t know what to say about this, man. The acting throughout the film was just in a class of its own. However, I do know where to start.


The child actors, not just the adults, brought their A-game to this film. They all expressed a transcendence and innocence that conveyed their characters as establishing whatever youth they expressed before succumbing to the reality of their world. Again, some standouts among this bunch left a deep impression on me.


Scott Tiler displayed a sense of cunning in his antics and mannerisms, even if most of it went with his boyish instincts kicking in, such as when he peeped in on Deborah’s dancing lessons and even as she changed. Nonetheless, his clever tactics to get whatever he wanted played an innermost part in his development as a gangster when he grew up. It was even perfect that he had the mole on his face when he played Noodles at that age; it resembled the mole that would’ve been kept with Noodles by Robert de Niro, too.


Rusty Jacobs conveyed more of a gentlemanly vibe with Max whenever he did his thing or met up with Noodles. Outside of it being a slight act, this was his way of weaseling into other people’s business to get what he wanted, similar to what Noodles started with. As for Max’s dream, what was perceived as seemingly childlike fantasies only demonstrated where Max’s commitments and loyalties lay and that he meant what he said about what he planned to do. Once Max became the brains behind his and his eventual gang’s new venture into the gangster business, it highlighted how he was a man of his word.



Jennifer Connelly conveyed a most respectable and pretty figure to Deborah as she waltzed around, in a manner of speaking, between her dance lessons, helping her brother, Fat Moe, at their family restaurant, and meeting up with Noodles when no one was watching. Her mannerisms highlighted her position in New York City society, in the family business, and where she stood compared to Noodles and his friends. Her graceful exposition was such that it made me understand what Noddles found so entrancing about her the moment he laid eyes on her.


Mike Monetti may not have done much as Fat Moe, but just like Jennifer Connelly, he also displayed a much more distinguished, posh stature to his character as he had to uphold the family business, especially, among other things, as a waiter. Before his character conveyed more connections with Noodles, Max, and the rest of their gang, he expressed as much commitment to his duties as Deborah did, if only out of allegiance to what their family carried with them.


Amy Ryder flip-flopped between conveying Peggy’s childlike innocence and expressing a more off-putting sense of sensual craving that set her apart. She played her character as if she knew where to put her foot down if things got too out of hand, and yet, part of her felt a little rascally with what she desired from others.


Moving on to the adult actors, their contributions to the film carried the same dignity, composure, and savviness as what’s expected in any gangster picture. Only in this case, some of them expressed a twinge of sympathetic qualities to go with their characters’ reputations as gangsters.


I sensed a bit of modesty in Robert de Niro every time he played Noodles, as he not only rose into power with Max but also revisited some of the sources of his childhood and legacy as a gangster out of interest and self-caution. That may have been a given, considering his then-budding acting methods concerning his more morally gray roles, including as young Vito Corleone in The Godfather Part II and the infamous Jake LaMotta in Raging Bull. De Niro conveyed Noodles with the right amount of aggression to highlight his dangerous nature as a gangster. But he also expressed enough inner conflict and insecurities to his character to convey more nuances and make him interesting enough to be worth following, even at his nastiest.


James Woods also helped sell his character as Noodle’s best friend, Max, while also expressing just a quick undercurrent of trickery to his character to highlight what he planned to do as a rising gangster in New York City, whether it would’ve required his friends’ assistance or if it would’ve required them doing something unthinkable for them to make it there. His liveliness was such that he felt like the more idealistic type of guy who wanted to make a name for himself in the gangster world, only for his actions to put him on a much longer, steeper road that took him into pitch blackness and made a monster out of him.



I’m utterly astounded by Elizabeth McGovern’s performance as Deborah. Befitting how the classic quote from Shakespeare’s Antony and Cleopatra went…


Age cannot wither her nor custom stale her infinite variety


…Elizabeth McGovern captured some of the likenesses not just of Jennifer Connelly but also that Noodles recognized of Deborah when he saw her again while also expressing more of an icy stare and cold disposition to highlight how distant she became from Noodles and his pursuits regarding the gangster tendencies he and his buddies have chosen. Yet, even in certain scenes where she was not as aloof or distant as her maturity made her out to be, there were still times when she expressed enough subdued concern and tenderness for Noodles to highlight how she still carried the same feelings for Noodles as she did when they were kids. Of course, part of her new attitude stemmed from how Deborah wanted to achieve her big break as a dancer or a movie star. So it does highlight just what kind of an attitude such aspirations for fame would ignite out of other people.


It was with Deborah that I believed whoever did the casting in this film was dead on. The younger and older actresses playing Deborah, and not just the actors who played Noodles, matched just what the casting director was looking for in terms of who expressed what made them symbols of everlasting youth, whether that was true of Deborah or what Noodles saw in her.


Tuesday Weld felt terrific as Carol, especially when she expressed greater concerns than her exterior posture suggested. Something about her conveyed a sneaky and crafty essence to her character, like she was concocting some inner plots to either make her own way within the criminal lifestyle or play a large part in Max’s and their allies’ progression in the criminal empire. However, Weld excelled in conveying her uncertainties, noticeably concerning Max when his commitment to his unscrupulous causes began to take hold.


Once Peggy showed up again after Noodles was released from prison, the performance Amy Ryder unleashed with her character honed a showgirl-like flair that she acquired as she grew up. Whenever Noodles, Max, and their friends performed some stunts for the benefit of their business, she collaborated with them on such acts, once again highlighting the dangers of intermingling with the Mafia business too much.


Even Joe Pesci…I don’t know if it was because of his youth during then or if this was a different type of gangster film, but I admire how grounded he was as he portrayed his character, Francis ’Frankie’ Monaldi. It seemed to highlight his character’s more calculated, observant, and controlling tendencies, a far cry from what I’m used to from the much wilder roles Pesci would later have mastered in Home Alone and GoodFellas.



And because the rest of the actors gave it their all in the movie, I recalled no one being out of place with their performance. Everybody excelled in the roles they were given, including Burt Young as Frankie’s brother, Joe, Treat Williams as Jimmy O’Donnell, and the rest.


One of the more intriguing relationships explored in this film was the one Noodles and Deborah shared. Deborah wanted to be a dancer, but she was Fat Moe’s sister, and she helped him run a local restaurant with their Jewish family. Even then, as Fat Moe grew up, he was prone to collaborate with Noodles, Max, and their buddies on several of their criminal organizations and engagements, just like Peggy. At the same time, Deborah still upheld her end of the family business and also pursued her dreams of being a dancer. In fact, the next time she and Noodles met, she wanted to be a Hollywood actress. In which case, of course, she didn’t tell Noodles this until he took her out on a lovely night out. And it seemed lovely when they made out on the ride home, too, until Noodles made his moves on her next.


It got ugly fast.


The result was a considerably controversial portrayal of rape, and it was a harrowing scene to watch, especially since Deborah had her own goals to pursue. And the way things went down between her and Noodles, it looked as if their chances of a relationship came crashing down once he raped her. Even when Noodles met up with Deborah later, her complexion made me look at her like she still harbored a grudge against Noodles for what he did to her while feeling intimate enough to seem still compatible with him.


But that’s to say nothing about Noodles and Max’s friendship, especially when it became clear what was to become of it.


Because Noodles started in the streets while Max worked his way around them, the friendship they each developed was what set them off on their journey to becoming gangsters, despite Noodles’ murder of Bugsy sending him off to prison for twelve years. After that, they still shared a slight contentedness as they made their way in the gangster regime and attempted to make their way with what they deemed suitable directions to take for themselves as gangsters. At least, they tended to stay that way until the end of the Prohibition and Max’s aspirations to rob the Federal Reserve Bank were on the horizon.


The plot point where Noodles went ahead and tipped the police about Max and his buddies’ whereabouts behind their back clued me into where his allegiance to the criminal lifestyle lay. And it makes me wonder if perhaps his relationship with Deborah played any part in it or if he had his reservations and ideas as to what counts as adept moves to make in that lifestyle compared to the more ambitious and potentially reckless ideals Max may have had.



All those interpersonal relationships and conflicts, especially between Noodles and Deborah or Noodles and Max, drove the story forward and made the movie for me. I was also pretty taken aback by how Max faked his death and used a decoy to act as his corpse. This move, coupled with Noodle’s raping of Deborah, is enough to clue me into exactly how morally reprehensible Noodles and Max would’ve been and how ruthless they could’ve been when they were at the top of their game.


The only thing that could be a slight turnoff to some people outside of its lengthy runtime is its generally slow-paced progression. I don’t mind it since it helps let each moment in the movie sink in and let the audience take in all that the movie has to offer with its story, characters, themes and how the constant dwelling on them is enough to arouse sympathy for some of the more innocent or ruthless characters in the film. But whenever the movie takes it slow with the character’s thought-processing or what they’ve done, sometimes it can leave the audience feeling a little impatient and have it where it would all add up. Nonetheless, there’s a lot to appreciate from Once Upon a Time in America if you are patient enough to go with the flow.


Now, let’s move on to one of the other central aspects of the movie that gave it its fame: the many different versions it underwent.


Originally, Sergio Leone wanted to film it as a six-hour film split into two three-hour parts. However, after debating with the European distributors over how to present the movie, he ultimately had it trimmed down to between three-and-a-half hours and four hours, before he eventually screened the film at the Cannes Film Festival in 1984. But while it was more than warmly embraced when it came out, it had a much less fortunate outcome when it reached American soil. The film’s American distributor, The Ladd Company, was hesitant to release the movie at its regular runtime and did the unthinkable by trimming a lot of the film and its story to a little over two hours, all of it without Sergio Leone’s consent. In addition to that, The Ladd Company decided to rearrange all of the scenes in chronological order. So instead of seeing the adult Noodles remember fragments of his childhood and life as a gangster as he retraced his steps and revisited familiar locales, the film introduced Noodles as a young boy before he grew up to become a gangster with his buddies, all while it demonstrated how the pursuits they established put them at odds against each other. By the time Noodles’ gangster days were behind them, that was when the film finally focused on him retracing his steps in the late 60s.



Needless to say, this cut became a laughing stock to many audiences and critics. Many of those fortunate enough to have seen the original European cut mauled the American release for doing the film such a disservice by cutting out crucial scenes that revealed details that would’ve played a more prominent part throughout the movie. 


How bad was it? When they reviewed Once Upon a Time in America, it was terrible enough for Siskel and Ebert to give a ‘two thumbs down’ response, but only to its American cut. In contrast, they gave what is equivalent to a ‘two thumbs up’ rating for its European cut in the same review. Many other critics shared similar sentiments toward the film. Everyone ripped the American cut to shreds so often that when Once Upon a Time in America came out on home video shortly after, Warner Bros. smartly went with only the European cut. With that in mind, I suppose that the less we talk about or acknowledge, let alone see the American theatrical cut, the better. 


Fortunately, in the mid-2010s, Martin Scorsese struck a deal with the Leone estate, specifically Sergio Leone’s children, to add more of Sergio Leone’s intended footage that would’ve exposed more details to the movie and given it more of a cohesive narrative. The result is an Extended Director’s Cut that added 22 extra minutes of footage back in, with the film now clocking in at a whopping 251 minutes. The only other movie I can think of that has such an overwhelming runtime is the extended cut of The Lord of the Rings: The Return of the King. Imagine how much of a burden it would be to have to sit for four hours straight just to see how Noodles’ experiences with the gangster lifestyle mounted up and left him a broken man with a conflicted sense of conscience. Granted, this film comes with an intermission in either cut, but still.


There’s one scene that I found as genuinely entrancing as its subject ever since I saw it. In this scene, we see Elizabeth McGovern as Deborah as she performed her role as Cleopatra in a production of Antony and Cleopatra with Noodles watching in the audience. It was before he visited her and asked her what she knew about ‘Governor Bailey’ and whether he was still alive. It may not sound like much, but the performance was fittingly theatrical, and it felt nice to see Deborah immersing herself in full display with what she sought to achieve in her life.



One scene that helped add to the movie what was unseen before was a couple of minutes of Noodle talking with the Cemetery Director, played by Louise Fletcher. Because Noodles feared being hunted down again, he told her his name was William and that he knew the three men buried in the Jewish mausoleum he had just visited: Max, Patsy, and Cockeye. Fletcher’s role was short and sweet, it lent a hint of modesty to this picture, and with her scenes resurfacing in this cut, it finally gave credit where credit was due.


The extra scenes that followed added a lot to Noodles’ investigation of Bailey, too, because, among other things, he wrote down the license plate number of an unseemly car that he believed was tracking him. Later, he tracked the car down to the driver’s estate and saw it driving down the road before it blew up. It would then have transitioned into when Noodles saw the report of that explosion on the news before it went into more detail about his target, Governor Bailey, which only added to his suspicions of the driver’s connections and what motivated this in the first place.


On top of that, before the film focused on Noodles and his reaction to the explosion of the car, it also had a scene of Max and his gang flopping about in the water after Noodles drove them into the pond. It felt like the reverse of what they went through when they were children because, the first time it happened, they had fun in the water while trying to prove themselves as worthy gangsters by demonstrating the salt dissolving in the water. Here, they were fully-grown gangsters who re-experienced their childhood while in the water, which adds to the collective poignancy lurking throughout the film.


There’s even one scene where Noodles conversed with a chauffeur about Jewish gangsters before Deborah showed up. In the original cut, when the ‘you-know-what’ happened, I looked at the driver’s long delay in responding as quite alarming and baffling, as if to say, “What’s taking you so long?” However, in this cut, with this extra scene added in, it helped hone in on the notion that Noodles and the driver knew each other, which means that the driver may have been slightly in on it. So in this cut, when he finally responded and had Noodles come out, it felt more like an ‘enough is enough’ moment, like there was only so long he would’ve voluntarily gone along with it for Noodles’ benefit until he thought he went too far. And this led to the next new scene I’m about to discuss.


In the original cut, Noodles was dropped off by the chauffeur before it cut to him seeing Deborah off as she closed the blinds on him on her way out. The transition between such scenes made sense, considering how Deborah felt about what Noodles did to her. But in the extended cut? Let me tell you about one character it benefited, and it concerned a woman named Eve, who would’ve been Noodles’ next girlfriend after Deborah.


After Noodles was kicked out of the taxi cab, and before he went out to meet with Deborah, Noodles felt remorseful for mistreating Deborah the way he did until he was approached by Eve, who was a prostitute. At that moment, Noodles felt compelled to sexually engage with her, knowing that, unlike Deborah, she would’ve enjoyed it. He even called her as such when they were in bed together. After that, it transitioned to the bedroom I already recognized at the beginning of the movie, since this was where Eve would have been shot later. Lying next to Noodles was a letter signed by ‘Deborah,’ as she requested more work from him next time, not money.



This scene was beyond crucial because, in the original cut, I barely remembered Eve outside of her being among the casualties by the mob bosses when they were searching for Noodles after he ratted Max and the others out. I also remembered seeing her coddling Noodles on the beach when she, Noodles, Max, and Carol talked about what to do next since the Prohibition neared its end. I just remembered Noodles, Max, and their friends hitting on so many women, not just Carol, that I dismissed Eve as another woman Noodles would’ve hung out with on a whim. But this cut went into greater detail about how they met, what spurred the moment, why Noodles mattered so much to Eve, and… Man, this cut is just a godsend!


The 22 minutes of extra footage may not sound like much for such a monolithic movie like Once Upon a Time in America, but believe me, the additional footage recovered for this movie as of this writing adds so much to the film that only makes it meatier and more narratively rich and fulfilling than we ever anticipated it to be in its final cut. That’s another reason why I feel it’s a miracle that such footage made its way back into the movie after so many years. The extra footage plays out in the long run as thoroughly as a life-giving force injected and coursing through one’s bloodstream. It has done so many wonders for Once Upon a Time in America, and I applaud Martin Scorsese and the others for compiling such footage however they could have and implementing it back in the film until it was made just right and as Sergio Leone would have wanted it.


Of course, I think one other reason that Once Upon a Time in America may not have been as remembered as the other classic gangster movies is that it did not leave as much of an impression among Mafia films as the others did. The Godfather was a revelation because of how much cursing, nudity, and graphic violence the film carried at a time when more Hollywood movies started breaking the mold regarding what should or should not be allowed in films. Bonnie and Clyde got the ball rolling with its graphic violence, and it was only cemented once The Godfather got in on the act next. GoodFellas was famous for its uncompromising look into the Mafia life, not to mention the hearty amount of f-bombs dropped throughout the picture, with a good chunk of them provided by Joe Pesci as Tommy DeVito. And I don’t believe Casino did as well as the other films because its story threads were arguably in the same vein as GoodFellas, down to the cast and crew, and people just shrugged it off in a ‘been there, done that’ tone.



It was also impressive because Sergio Leone was previously famous for having crafted several classic Western films under his name, including A Fistful of Dollars, Once Upon a Time in the West, and The Good, The Bad, and the Ugly. This movie was an entirely different beast from the others, focusing on the Mafia lifestyles instead of those of the Wild West. But it still honed in enough long exposures and psychological peeks into the characters to grasp how the circumstances and environment shaped them into being the people they’ve become. That was all brought about thanks to the marvelous acting, in-depth character studies, fitting musical and period-oriented details, and narratives that expose a lot about the characters in their relationships with each other and the environment. Even if this film was the odd one out as far as Sergio Leone’s films go, it still expressed no less of what Leone mastered throughout his previous films. In so doing, it became a film that’s epic, spectacular, sometimes tender and sometimes brutalizing, almost meditative, and easily on par with The Godfather films, in my opinion.


When all is said and done, though, and regardless of which version it’s presented in, Once Upon a Time in America is a powerful gangster film that’s overlooked compared to those that broke the mold in terms of what they’re capable of. And it doesn’t deserve to be sidelined like this; it deserves more attention and should be seen more for the true work of art that it is. The characters are flawed yet fascinating, the acting is sublime, the directing is captivating, the music is exquisite, the framework is spellbindingly crafted, and…yeah, the gargantuan runtime may make this film a chore to watch, but I say, stick with it because once you do, you’ll find yourself handsomely rewarded for it. In a way, it does not shy away from the abhorrent tendencies people live up to as gangsters. Yet, it also expressed enough empathy with some of the main characters involved to draw us into their dilemmas and see what it is about the actions that would have either condemned them or set them off on a journey of self-discovery if not the discoveries of the flaws in their designated businesses altogether.


Prepare for a long journey ahead of you because even if this film wouldn’t give you the time of your life, it’d still give you the time of Noodle’s life.


My Rating (European Cut)

A low A+

My Rating (Extended Director’s Cut)

A+


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