The name of Italian director Sergio Leone is an iconic one in cinema. Whether it's the westerns he made with the Man-with-No-Name Trilogy of A Fistful of Dollars/For a Few Dollars More/The Good, the Bad, & the Ugly and the epic-western Once Upon a Time in the West. Leone has made a mark in not just re-inventing the western genre but the epic film itself for its study of characters and morals. After 1972's A Fistful of Dynamite (Duck, You Sucker!!!), a political revolutionary film set during the Mexican Revolution, Leone spent the better part of the 70s producing films and working on an ambitious gangster epic set in the early 1900s to the 1960s. Based on a novel The Hoods by Harry Grey, this gangster tale about young Jewish boys who get into a life of crime as men during the prohibition which leads to huge ambitions and betrayals while one of them reflects on all of those things. Ten years in the making in which Leone would reject several projects including The Godfather, it would ultimately become Leone's final artistic statement with Once Upon a Time in America.

With a script written by Leone and a team of writers including Last Tango in Paris co-writer Franco Arcalli, Franco Ferrini, Leonardo Benvenuti, Piero De Bernardi, Enrico Medioli, Ernesto Gastaldi, and additional dialogue and translation by Stuart Kaminsky. Once Upon a Time in America is an epic tale starting from the early 1900s about young Jewish boys in New York City who come of age to become top mob criminals through the flashbacks of an aging gangster. While the film has all the epic touches of Leone in its character study, graphic depiction of sex and violence, it is considered to be one of his most personal work to date as he revels on the sadness and regrets of the gangster life. With an all-star cast that included the likes of Robert de Niro, James Woods, Elizabeth McGovern, Tuesday Weld, Joe Pesci, Burt Young, Treat Williams, James Hayden, William Forsythe, Danny Aiello, Larry Rapp, James Russo, Scott Tiler, Amy Ryder, Brian Bloom, and in her film debut, Jennifer Connelly. Once Upon a Time in America is an amazing, harrowing masterpiece from one of cinema's great masters.

It's the night of the end of Prohibition in 1933 as David "Noodles" Aaronson (Robert de Niro) is in the back lot of a Chinese theater high on opium. Unaware of the bad news that's been going around including the death of his girlfriend Eve (Darlanne Fluegel) over his whereabouts. Also made news is that his crime buddies Patrick "Patsy" Goldberg (James Hayden), Phillip "Cockeye" Stein (William Forsythe), and Maximilian "Max" Bercovicz (James Woods) are found dead after a heist gone wrong. Fellow crime figures including Beefy (Frank Gio) try to find answers as they beat Noodles' loyal friend and barkeeper Fat Moe Gelly (Larry Rapp) as Noodles comes to save the day to find answers. He decides to leave town with a key to retrieve a suitcase. When he arrives at a train station, he finds the suitcase to be empty as he chooses to depart.

Now it's 35 years later as Noodle returns from hiding to find out answers on why he’s been called on as he visits his old friend Fat Moe. Things have changed where Noodle has received a letter just recently about the grave sites of his friends being moved a week ago. Moe had received the same letter but months earlier as Noodles decide to stay at Moe's place for a while as Noodles asks about Moe's sister Deborah (Elizabeth McGovern) who is now a famous actress. Noodles recalls the time as a young man (Scott Tiler) in the early 1920s as he falls for a young Deborah (Jennifer Connelly) who is practicing her ballet recital. He peeps through a hole in the Jewish restaurant ran by Deborah’s father where she and Moe (Mike Monetti) work. Living in the Jewish community in Brooklyn, Noodles with Patsy (Brian Bloom), Cockeye (Adrian Curran), and Dominic (Noah Moazezi) live in a life crime whether its vandalizing things or stealing from drunks. During one attempt to steal from a drunk, they almost get caught from a cop but the drunk is then stolen by a new kid from the Bronx named Max (Rusty Jacobs).

After another encounter with the corrupt cop named "Fartface" Whitey (Richard Foronjy), Noodles and Max befriend each other over theft and things. While Noodles and his gang are young, they hope to gain some sexual experience from the young, local underage hooker named Peggy (Julie Cohen) where Patsy attempts to score with her in exchange for a dessert. When Noodles, Max, and Patsy learn Fartface that has been trying to get some action from Peggy, they catch him and the result becomes blackmail. Noodles still has eyes for Deborah as she reads him some things as he is still tempted for a life of crime. Knowing that running the crime is a young criminal named Bugsy (James Russo), Noodles and Max get into trouble as they're beat up by his gang. Noodles and Max decide to go on their own with Patsy, Cockeye, and Dominic with help from the local, older mob gang the Capuano brothers with a proposition that helps both gangs score.

An agreement over the funds for the gang is made as the five young boys become their own gang where the briefcase of money is put into a locker in a train station. Things are great only until Bugsy gets angry as he kills Dominic where in retaliation, Noodles kills Bugsy and accidentally kills a cop where he’s sent away to prison. Back in 1968, Noodle goes to the new cemetery where Max, Patsy, and Cockeye are buried where he finds a key. The key leads to the same train station but a different locker where Noodles is given advance money for a job as he learns why he's been called after all these years. Looking back at the time he was released as an adult, he learns that Max and the gang have been doing very well while they never forgot about him. With Moe running a speakeasy, Peggy (Amy Ryder) is running a highly successful brothel. During the return party, Noodles is amazed to find Deborah who is now a dancer trying to work her way up.

Upon Noodles' return, he learns that he and the gang must steal diamonds for Joe (Burt Young) and Frankie Minaldi (Joe Pesci) with a tip from someone that the diamonds are very high priced and in return, the gang of four would be paid highly. The theft goes well until they turn the diamonds to Joe only to kill him and his goons for more. Noodles didn't know about the plan to kill Joe Minaldi as he continues on with his business. Even as it involved union workers where a local spokesman named Jimmy O'Donnell (Treat Williams) is taken hostage by Chicken Joe (Richard Bright) only to be saved when Max has Chicken Joe's boss Crowning (Gerard Murphy). It is O'Donnell where the old Noodles reflects about him after seeing a news report over a scandal involving deaths which links to a commerce secretary named Bailey. Turning to his memory, Noodles remembers that involved in this game between the union workers and government was the police chief (Danny Aiello) whom they blackmail after making a switch over the baby. Joining the ranks is Carol (Tuesday Weld) who becomes Max's new girlfriend and assistant.

Noodle decides to have a dinner with Deborah as he talks about his time in jail as she tells him she's leaving for Hollywood to become an actress. The news only troubles Noodle as he becomes confused with his feelings. Troubling him even more is how the business is run with Max leading everything as an assassination attempt on O'Donnell fails as Crowning gets scared in retaliation. O'Donnell's friend Sharkey (Robert Harper) makes a deal with Max and the gang about some investments made when the Prohibition era ends as Noodles becomes unsure of being involved with politicians. With Max, Carol, and his new girlfriend Eve, the four go to Florida for a vacation where the news that Prohibition has ended where Max has a plan to make the largest scheme of his life as Carol and Noodles begin to have doubts. On that night in that Prohibition party, Noodles makes a decision that will lead him with guilt for the next 35-years. After meeting Carol in a foundation building, Noodles learns more about Bailey where he finds the key to getting the answer in the last person he expects. What he finds will shock him.

What this film has in common with The Godfather series and Goodfellas is the mythology of the gangster/mob world. Unlike those two films, Leone goes for a study of ambition and morality through the viewpoint of one man consumed with guilt. Since Leone and his writers aimed for that approach of study, the result isn't just this absorbing epic of young boys who are entranced by a world of crime but how far they're willing to go to become successful. Now a near, 4-hour running time might seem long but Leone and his approach to narrative structure makes the experience to be amazing in how Noodles sees things and how he reacts to them. Especially in the end when he is summoned for a job where he realizes what he has to do. In the end, he becomes powerless but content to the point where for anyone wondering where has he been hiding what he's doing for those 35 years. It doesn't matter what he did, in fact that is an entirely different story. What matters is why he’s been contacted.

It's in Leone's script with his writers that the film's non-linear structure is unique. The first act being Noodles' reflection of his childhood, his first meeting with Max, and the death of Dominic. The second act is Noodles seeing how his own crime operation has changed and his own ideas of how things should be done where he wanted to keep a low profile and remain in the streets. The third act is Noodles and Max's disagreement over ambitions and how it all fell apart when Noodles tries to save Max. Also in that third act is when Noodle is in 1968, he searches for all the clues to why he's been contacted only to learn some horrible truths. Then there's a strange sense of completion in how the film began and end in the Chinese theaters with Noodles, high on opium, is at. The result only leaves an open interpretation where he could be dreaming of all of these things.

If the script that Leone concocted is filled with amazing character study and a non-linear structure, his direction is just as potent and involving in every scene that he shoots. For the first act, especially with the young cast, Leone aims for an innocence in the idea of sex and crime where the boys are hoping to make something of themselves. Even Noodle's attraction to Deborah has this unique presence of first love. Then when comes the death of Dominic, that innocence ends where Leone definitely aims for this area of confusion in terms of sex and violence in its most graphic depiction. Particularly in the way Noodles treats women to the point that he doesn't know. Leone doesn't condemn or sympathize for his actions but only to reveal Noodles' major flaw. Especially in Leone's approach of rape where he reveals Noodles' action in graphic detail to the point that he aims for a level to make the audience uncomfortable.

Leone's epic-scope of direction where he uses wide, far away shots to cover the area and time of where his character in is absorbing to watch. Especially with the close-up of the characters where the audience sees how emotionally involved Leone is in with all of his characters. The close-ups he does comes from an emotional point for the characters of whatever reaction they're in. While it's an old technique that Leone has used in his great films, it's a technique that still works and imitated for many years. Another great technique Leone does with the structure of his script is how he moves from time period to time period, especially that first shift of time changing where the Noodle of 1933 is in a train station walking into a Coney Island attraction and then walking out as an old man in 1968. Overall, Leone's direction is a potent as ever in the way he creates and cares for the situations and characters around him.

Helping Leone in his epic, visual scope is cinematographer Tonino Delli Colli whose camera work creates the large canvas Leone wanted. Colli's cinematography is filled with enormous lighting schemes to convey the sense of loss and change throughout the characters. From the lush, interior settings where everything feels intimate to the evocative look in many of the film's exterior scenes as Colli does great work in the photography. Production designer Walter Massi and art directors Carlo Simi and James T. Singelis also do amazing work in the detail the contrast look of the drab 1920s look of the community the young boys in to the rich world they live by of the 1930s. Even the place of Fat Moe's has a change where early, it's a family restaurant filled with all of these old things that later becomes an underground speakeasy with all the works. Then when the film shifts to 1968, it becomes a former shell of itself as a regular old tavern with little of what was from the past to convey that loss.

Helping out in the costume design is Gabriella Pescucci whose design of the suits for the young characters and their older counterparts work well with time and how they shift, especially the look of the women. Doing some great work for the film's structure and leisurely pacing style is editor Nino Baragli whose use of long cuts and shifts from time to time really makes the audience aware of what’s happening and not lose its pace. For a film as epic like this, Baragli does amazing work with the editing and tightening up scenes that could've been too slow but slow enough for the audience to be aware of what's happening. The sound work of Jean-Pierre Ruh is also great for the sound effects, especially early on in the film with the constant ringing of the telephone that is heard to the point of deliberate annoyance that conveys the action of what's happening.

Then there is the music which features additional compositions used from the likes of Irving Berlin's God Bless America that is played early on in the film and towards the end along with an orchestral version of the Beatles' Yesterday as well as orchestral cuts of Joseph M. LaCalle and Gioacchino Rossini. The main music that is played throughout the entire film whether its hummed, whistled through a pipe or a mouth is the music of Ennio Morricone, a longtime collaborator of Leone. Morricone’s lush arrangements and dreamy textures conveys the loss of innocence and sense of fantasy that is shown through the mind of Noodles and Max. Morricone's score is distinct in its arrangements and use of windpipes that are played throughout to its connection with China where Noodles seems to escape to in their theater. It's probably one of the best musical scores ever done by the great Ennio Morricone.

Finally, we have the film's large ensemble cast that features great small performances from Richard Bright, Robert Harper, Frank Gio, Gerard Murphy, James Russo, Darlanne Fluegel, plus Clem Caserta, Frank Sisto, and Jerry Strivelli as the Capuano brothers who help the boys early on, and cameos from Sergio Leone as a ticket man, his daughter Francesca in a party scene late in the film, and producer Arnon Milchan as Noodles' chauffeur. In small yet memorable supporting roles, Burt Young, Joe Pesci, and Treat Williams all do excellent work in their performances while Amy Ryder does a good performance as the older Peggy while Julie Cohen does excellent work as the young Peggy. Richard Foronjy does hilarious work as the corrupt cop the boys get to mess with while Danny Aiello also plays a foil in a wonderful performance as a police chief who loses his cool. One of the best supporting performances goes to Tuesday Weld as Carol, a rare woman of sorts in Leone's films who has enough power and independence to do whatever she wants though later on, she sees trouble and in the aftermath, is filled with regret as she and Noodles make peace over what happen in a great performance.

The film's young cast features some wonderful performances from the likes of Brian Bloom, Adrian Curran, and Noah Moazezi as Dominic with standout scenes and performances. Bloom and Curran's respective counterparts in the late James Hayden (who died of a drug overdose months before the film’s release at the Cannes Film Festival) and great character actor William Forsythe have hilarious, memorable performances throughout the entire film. Mike Monetti is also excellent as the young Fat Moe whose friendship and loyalty is counted on as his older counterpart by Larry Rapp is also amazing for his companionship and sense of comfort to those around him, even with Noodles in the 1968 scenes. Rusty Jacobs does a great job in playing the young Max with his confident swagger and street-wise ambition as he does a great job living up to playing a young James Woods. Scott Tiler also is excellent in playing the young Noodles with his wide-eyed innocence and penchant for trouble as he does a great job in living up to playing the same stature in the character for de Niro.

In the role of Deborah, Elizabeth McGovern does a fine job in playing the older version whose sense of disappointment towards Noodles is conveyed well but doesn't carry a presence that was set early on through the film where McGovern doesn't really live up to her own flaws for the character. Jennifer Connelly though, does amazing work in playing the young Deborah where she ends up overshadowing McGovern despite being in the film for a short time early on. Connelly's performance is filled with a natural vibe where her presence is exhilarating to watch with her wide-eyed innocence and street smart knowing that she wants to get out but in the most honest way she can think of. While McGovern had to do more of the challenging stuff, her performance is weak in comparison to Connelly who just lights up the screen.

In a performance that can be described as one of the most overlooked of the 1980s, James Woods does great work in the role of Max. Playing an ambitious, confident man with big plans, Woods personifies the character with great wit and charm throughout the entire film. Doing great work, side-by-side with de Niro, Woods plays the perfect counterpart in a role Woods often says his one of his favorite and a performance he's most proud of. It's certainly one of his greatest performances of his great career.

Finally, there's Robert de Niro in one of his finest performances to date in a very complex, layered role as Noodles. Throughout the entire film, de Niro displays ranges of emotions by doing little as he acts throughout half the film in a silent manner revealing his sense of loss, regret, and wasted opportunity. In the 1930s scenes, de Niro reveals that he's a guy who wants to be in the streets and remain low key while being unsure of the things around him while refusing the idea of change around him. In those sequences, de Niro has great scenes with Weld, McGovern, and most of all, Woods. When de Niro plays the old version of Noodles in the 1968, de Niro sells all in his performance by not doing much and revealing the layered sense of melancholia in probably one of his finest and overlooked performances of his career.

In the Region 1, 2-disc DVD set released in 2003 by Warner Brothers comes the full 229-minute version that was presented at the 1984 Cannes Film Festival, uncut and uncensored. Presented in widescreen in a dual-layer format, the new digital transfer of the film with a remastered soundtrack in 5.1 Dolby Digital looks and sounds great overall for a film like this. The only problem with this restoration and remastering is that because the film is nearly four hours, it had to be split in two which is annoying and abrupt where discs had to be changed. Still, the quality of the movies in its original presentation with restored scenes that didn't make it to the American version (in its 2 1/2 hour botched studio cut and Leone's 3 hour, 49 minute cut).

The special features in the film that mostly appear in the second disc includes a wonderful photo gallery of the film on set with Leone directing all of his actors in several scenes while looking relaxed and having fun. Also shown are a cast/crew list of the people involved and the film's original theatrical trailer which doesn't have that kind of excitement or anticipation that is felt in today's trailers but an example of what they were at the time. One little feature is shown in the second disc of the DVD is an excerpt from the Turner Classic Movies documentary of Sergio Leone entitled Once Upon a Time: Sergio Leone where the focus is on Once Upon a Time in America. The documentary that features interviews with several of the writers involved with the film, Leone's wife Carla (who died shortly before the doc was finished in 2001), and his daughters Francesca and Raffaella plus composer Ennio Morricone and actors James Coburn, James Woods, Scott Tiler, and director Quentin Tarantino.

The discussion in the doc is focused on the film where Tarantino described his love for Leone's close-up and the years it took to develop the script which took nearly 10 before they went into production in 1982. James Woods talked about his own experience which he claimed was the greatest one he's ever lived and loved this film more than anything he's done. There was also the discussion of what happened when the film got released in America in its 2 1/2 hour cut in chronological sequence that got horrific reviews in the U.S. in 1984. James Coburn talked about how heartbreaking it was for Sergio who remained heartbroken till his death in 1989 when he was planning to do a film about the Russian Revolution. Woods also talked about how a critic from the L.A. times called the film the worst movie of 1984 until she saw Leone's uncensored, uncut version in which she voted it as one of the best films of the 1980s. It's a wonderful excerpt about the film and the people involved.

Another special feature that is in both discs is a commentary from Times magazine film critic Richard Schickel. Schickel's commentary is filled with some insightful trivia on the film and Leone while he gives his own thoughts on several scenes including the ending. He also talks about the botched cut it got and the version that he's commenting in the film which he says is the definitive version. He does wonderful critique in praising the actors and technical detail, particularly on Leone's direction. He also interprets the film as not just a fantasy film of sorts but a heterosexual love story between Noodles and Max (get ready for another Brokeback Mountain spoof with Noodles as Jack Twist and Max as Ennis del Mar). Schickel also talks about Leone's original plan to make the film a 2-part, 6-hour cut which had several deleted scenes involving Noodles' last meeting with Carol and more of Noodles' relationship with Eve. Schickel said Leone decided not to and instead went for the near 4-hour cut which he was happy about.

While the DVD's lack of feature is a bit disappointing on some parts, probably some time in the future where the DVD will evolve to the point of getting this entire film into one disc without interruptions. It would be a great DVD release with the botched cut to give insight on what not to do and maybe some of those famous deleted scenes. Though it would be interesting to see the unseen 6-hour cut Leone had originally wanted but this original presentation in its 4-hour running time is probably and will always be the definitive version. In the end, this DVD is an excellent purchase for those who love the work of Sergio Leone.

When the film was released in 1984 at the Cannes Film Festival, the response to the film both critically and from its audience was enormously praised. In Europe, the film was a hit but when it came time for an American release, troubles were starting to emerge. Since the late 1970s blockbuster era, the focus towards marketing was something troubling for artistic-driven films and its auteur filmmakers. Four years earlier in 1980, the industry was going through a mess with the release of Michael Cimino's 3-hour, 45-minute epic western Heaven's Gate. The film bombed in its original cut after a few days of release where months later after a re-cut for 2 1/2 hours, the film did worse business where it costed around $40 million to make. In the case of Once Upon a Time of America, a test screening was made and in the words of James Woods from the Z Channel documentary by Xan Cassavettes, "because of one lousy test screening in Chicago, they had to recut the film by the editor from Police Academy".

American studio heads and that editor, Zach Staenberg re-cut the film into chronological order through a running time of 2 1/2 hours where in its initial release, poor reviews and bad box office made the film a flop. Yet, news about the original cut which were seen by a few American critics including Roger Ebert, at the Cannes Film Festival hated the shortened, studio cut and had praise for the original, 3 hour, 49-minute version that was shown at Cannes. Still, the film didn't get anything including what some said, an Oscar nomination for Ennio Morricone which didn't happen due to the failure of filing the right paperwork. L.A. Times critic Sheila Benson picked the movie as her worst film of 1984. Then a year later, the L.A. based movie-cable channel Z Channel led by its late programmer Jerry Harvey released both the short and long cut of the film where the critical re-evaluation came. For her end of the decade best of films, Benson put the uncut version of the film as one of her best picks of the decade. Now, the full, uncut version is available for everyone as a definitive, gangster classic.

Overall, Once Upon a Time in America is an amazing, intelligent, and heartbreaking gangster drama helmed by one of cinema's finest masters, Sergio Leone. With a great cast led by Robert de Niro and James Woods with a great supporting cast including Tuesday Weld, Jennifer Connelly, Rusty Jacobs, Scott Tiler, Larry Rapp, William Forsythe, Elizabeth McGovern, Treat Williams, and Joe Pesci. Fans of gangster films will indeed find this film to be definitive of the genre while it also has something to bring for epic film fans. While it's hard to tell if it'll top any of Leone's other films, it's clear that he can do more than just a western while the best thing now for him is that his classic has now found an audience. In the end, Once Upon a Time in America is a true cinema classic and a fond farewell from the great Sergio Leone.

Sergio Leone Films: A Fistful of Dollars - For a Few Dollars More - The Good, the Bad, & the Ugly - Once Upon a Time in the West - Duck, You Sucker!

Recommended:
Yes

Viewing Format: DVD
Video Occasion: Good for Groups
Suitability For Children: Not suitable for Children of any age