Some movies just feel heavy. Not "depressing" heavy, though there’s plenty of that here, but heavy like a literal weight on your chest. Sergio Leone’s 1984 epic, Once Upon a Time in America, is exactly that kind of film. It’s a sprawling, messy, beautiful, and deeply problematic masterpiece that basically ended Leone’s career—mostly because he spent over a decade obsessed with it and then died a few years after it finally hit theaters.
If you’ve only seen the "short" version that first circulated in the U.S., you haven't actually seen the movie. Honestly, that 139-minute hack job was a crime against art. To understand what’s going on with Noodles, Max, and the tragic decay of the American Dream, you have to sit through the full 229-minute (or the restored 251-minute) version. It’s a commitment. It’s a long time to spend with people who are, frankly, pretty terrible human beings.
But that’s the point.
Leone wasn't making a "cool" gangster flick like Goodfellas. He was making a memory play. It’s a dream—or maybe a nightmare—fueled by opium and regret. Robert De Niro plays David "Noodles" Aaronson, a Jewish gangster who returns to New York after decades in hiding. The film jumps between the 1920s, the 1930s, and 1968, and it doesn't hold your hand. One minute you're watching kids steal a watch, the next you're looking at a graying man staring into a mirror in a train station bathroom. It’s disorienting. It’s supposed to be.
The Brutal Reality Behind the Camera
Making this movie was a nightmare. Leone turned down The Godfather to make this. Let that sink in for a second. He had this vision of the Jewish East Side of New York that was so specific, so textured, that he spent years just trying to get the rights to the source material, a novel called The Hoods by Harry Grey. Grey was a real-life mobster who wrote the book while serving time in Sing Sing. Leone actually met with him, trying to peel back the layers of what was real and what was myth.
The production was legendary for its scale. They shot in Paris, Rome, Lake Como, Montreal, and, of course, New York. That iconic shot of the Manhattan Bridge framed by brick buildings on Washington Street in DUMBO? That’s because of this movie. Now, tourists block that street every single day for Instagram photos, probably half of them not even knowing they're standing in Noodles’ shadow.
The actors were put through the ringer. James Woods, who plays Max, delivered what is arguably the performance of his life. He’s the engine of the film—the ambitious, sociopathic counterweight to De Niro’s more internal, guilt-ridden Noodles. Their chemistry is built on a sort of desperate brotherhood that feels incredibly real, even when the plot gets surreal.
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Why Once Upon a Time in America Still Divides People
We have to talk about the "difficult" parts. There’s no way around it. Once Upon a Time in America contains scenes of sexual violence that are genuinely sickening. Specifically, the assault of Deborah (Elizabeth McGovern) in the back of a limousine. It’s a scene that stops the movie cold. Many critics, then and now, argue it’s gratuitous. Others argue it’s the moment the film strips away any romanticism of the gangster lifestyle. Noodles isn't a hero. He’s a monster who thinks he’s a romantic.
Leone doesn’t give you an out. He forces you to sit with the ugliness.
Then there’s the ending. The "Opium Dream" theory. Since the movie begins and ends in an opium den in 1933, many film scholars—and even James Woods himself—have suggested that the entire 1968 sequence is just a drug-induced hallucination. Noodles is hiding from the guys who want to kill him, he hits the pipe, and he imagines a future where he survives, even if that future is hollow.
Does it matter if it's "real"? Probably not. In the world of Sergio Leone, memory is more important than facts. The film uses Ennio Morricone’s score—maybe the greatest score ever written—to bridge these gaps in time. The pan flute, the haunting vocals, the "Deborah’s Theme" that feels like a physical ache. Morricone actually wrote most of the music before the scenes were even filmed. Leone would play the music on set to get the actors in the mood. You can feel that. The rhythm of the editing follows the music, not the other way around.
The Tragedy of the American Cut
When the film was finished, the Ladd Company (the distributors) panicked. They thought American audiences were too dumb for a non-linear, four-hour epic. So, they took the film away from Leone. They chopped it down to two hours and change. They put the scenes in chronological order.
They killed it.
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The version that hit U.S. theaters in 1984 was a disaster. Critics hated it. Audiences were confused. It bombed. It took years for the original vision to resurface on home video and at film festivals. When it finally did, the world realized what had been lost. We lost a decade of Leone’s life to a version of a movie that barely made sense.
Decoding the Symbolism of the Final Smile
That last shot. De Niro, young again, looking up at the camera in the opium den with a massive, goofy grin on his face. It’s one of the most debated endings in cinema history.
Why is he smiling?
- Maybe he’s happy because he thinks he’s escaped his fate.
- Maybe he’s smiling because he knows his friend Max is still alive in the future he just "saw."
- Maybe it’s just the drugs hitting.
- Or maybe Leone is smiling at us, knowing he’s created a puzzle we’ll never quite solve.
There’s a deep melancholy in the way Leone treats time. In the 1968 scenes, everything is sterile. The New York of Noodles' youth—the grit, the smells, the crowded tenements—has been replaced by sleek cars and silence. The "Once Upon a Time" in the title isn't a fairy tale opening; it’s a eulogy. It’s a movie about how America grows up and loses its soul in the process.
The film handles the transition of power from the street-level thuggery of the Prohibition era to the "cleaner" but more corrupt world of unions and politics. Max’s transformation into "Secretary Bailey" is the ultimate cynical punchline. To survive in America, the gangster doesn't have to die; he just has to put on a suit and join the government.
A Masterclass in Visual Storytelling
Leone was a master of the close-up. He learned that in his Spaghetti Westerns with Clint Eastwood. In Once Upon a Time in America, he uses those close-ups to show the passage of time in ways dialogue never could. Look at De Niro’s eyes. In the 1920s, they’re full of a sort of predatory curiosity. In 1968, they’re just tired.
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The cinematography by Tonino Delli Colli is unmatched. The lighting in the 1930s sequences has this sepia, amber glow—it feels like an old photograph coming to life. Contrast that with the 1968 scenes, which are cold, blue, and sharp. The visual language tells you exactly how Noodles feels about the world he’s returned to. It’s a world that doesn't want him anymore.
Getting the Most Out of Your Rewatch
If you’re going to dive back into this (or see it for the first time), you have to do it right. Don't watch it in 30-minute chunks on your phone. This is a "turn off the lights, put away the phone, and commit" situation.
- Find the Extended Director’s Cut. It’s usually labeled as the 251-minute version. Some of the restored footage is lower quality because the original negatives were lost, but it adds vital context to the relationship between Noodles and Eve, as well as the political subplot.
- Listen to the silence. Leone uses sound as a weapon. The ringing telephone in the 1930s that carries over into the 1960s is one of the most famous sound edits in history. It’s meant to be annoying. It’s meant to haunt you.
- Watch the background characters. The world feels lived-in. The Jewish community in the 1920s isn't just a backdrop; it’s a character. The way the kids interact with the shopkeepers and the corrupt cops tells you everything you need to know about the social hierarchy of the time.
Why It Matters Now
In an era of 90-minute "content" designed for short attention spans, Once Upon a Time in America is a middle finger to brevity. It’s a reminder that some stories need space to breathe. They need the boring moments—the long walks, the quiet dinners, the staring out of windows—to make the violent outbursts and the emotional betrayals land with impact.
It’s a flawed movie. It’s arguably sexist, it’s definitely over-long, and it’s occasionally indulgent. But it’s also one of the most singular visions ever put on film. It’s the sound of a director saying everything he ever wanted to say about cinema, history, and the way time destroys everything we love.
If you want to truly understand the evolution of the gangster genre, you have to look at this as the bridge between the operatic violence of The Godfather and the cynical, deconstructionist approach of The Sopranos. Leone took the myth of the American gangster and buried it under four hours of dirt and dreams.
To really appreciate the depth here, pay attention to the recurring motifs. The pocket watch. The cake that the kid eats instead of using it to buy a sexual favor. These tiny details are the "memory triggers" of the film. They represent the innocence that was traded for power, a trade that Noodles realizes—far too late—was a losing bet.
Actionable Steps for the Cinephile
If you've finished the movie and your head is spinning, don't just move on to the next thing on your watchlist.
- Read "The Hoods" by Harry Grey. It's fascinating to see what Leone kept and what he threw away. The book is much more of a straightforward crime novel, whereas the movie is a poem.
- Track the Score. Find the soundtrack on vinyl or high-quality digital. Listen to "Cockeye's Song" on its own. It changes the way you view the character.
- Check out the "Cannes 2012 Restoration." This was the project spearheaded by Martin Scorsese’s Film Foundation. It’s the definitive way to see the movie.
- Compare the "Fat Moe" scenes. Watch how the interaction between Noodles and Fat Moe changes from the beginning to the end. It’s a masterclass in how friendship is eroded by time and secrets.
This movie isn't just about gangsters. It’s about the fact that we all, eventually, become ghosts in our own lives. We all look back and wonder where it went wrong. Noodles just happens to do it with a tommy gun and a pipe full of opium.