Director Report Card: Sergio Leone (1984)

7. Once Upon a Time in America

All throughout the sixties and seventies, Sergio Leone had been dreaming about an adaption of Harry Grey’s book, “The Hoods,” a quasi-autobiographical story of Jewish gangsters in the twenties and thirties. Leone was so determined to bring this story to the screen that he even turned down the chance to direct “The Godfather,” fearing the two projects were too similar. “Once Upon a Time in America,” the eventual movie, had a protracted pre-production. Production began as early as 1975, with Gerard Depardieu and Richard Dreyfus being considered for the lead roles. The movie went through many forms before finally being made in 1984. Though its release was troubled at the time, eventually the film would be recognized as Sergio Leone’s final masterpiece.

“Once Upon a Time in America” covers fifty years of history. It follows Noodles and Max, two Jewish kids growing up in 1920s New York. They desire to break into the local criminal scene. The rising empire is interrupted when Noodles ends up in jail. After being released, he and his friends resume their rise to power in the underworld. However, the good times only last so long. On the last day of Prohibition, Noodles betrays his friends and leaves the city. Thirty years later, now as an old man, Noodles receives a mysterious invitation back to New York. Haunted by guilt and his memories, he finds himself confronting his past.

Before discussing “Once Upon a Time in America,” you must discuss which version of the movie you saw. Leone’s original cut ran six hours long, with the intention of releasing the movie in two parts. The version that screened at Cannes in 1984, and received a fifteen minute standing ovation, ran 229 minutes, nearly four hours long. The American distributors founds this run time too daunting. The movie was re-edited and drastically cut down to 139 minutes when originally released in American theaters. (Thankfully, this butchered version is becoming increasingly difficult to find.) Just last year, a 269 minute cut was assembled by Leone’s children and released on Blu-Ray. But I’m a purist. Though the newest variation claims to be as close to the director’s original vision as possible, Leone isn’t around anymore to verify that. The director did approve the widely available four hour version. So that’s the one reviewed here.

Something the notorious 139 minute version discarded was the movie’s unconventional, nonlinear story construction. In its proper cut, “Once Upon a Time in America” crosses back and forth from Noodles’ exile in the thirties, his childhood in the twenties, and his sad return in the sixties. Leone’s use of flashbacks peaks here, as most of the movie is an extended flashback. By jumping back and forth through the eras, the film becomes a meditation on the nature of memory. In the opening scene, the ringing of a phone crosses over several hours and days, showing the malleability of recollection. Returning to New York, Noodles thinks about his past, about his childhood and when things went wrong. He reflects and the audience reflects with him, casting a nostalgic and melancholic mood over the entire story. The movie’s non-linear structure has it beginning and ending in an opium den, leading some to believe the entire movie is a memory fraught opium dream. This is as valid an interpretation as any. The movie intentionally creates a dream-like, moody tone of memories, lost friendships, and lifelong regrets.

Nearly all of Leone’s films deal with the bonds formed between tough men during hard times. “Once Upon a Time in America” is no different and indeed focuses on friendship over anything else. Growing up as Jews in 1920s New York, Noodles and his friends are outcasts from the start. Relying on each other, they form a bond that is impossible to break. The death of one of their own, and Noodles’ subsequent incarceration, does nothing but strengthen their brotherhood. The friendship between Noodles and Max is especially strong. Yet the wages of friendship is not always easy and Noodles and Max’s commitment to each other falters over time. That soured union is what drives the emotional heart of “Once Upon a Time in America.

As it focuses on the guys in their youth, “Once Upon a Time in America” is also a coming of age story of sorts. As teenagers, Noodles and his friends have their first, awkward encounters with sex. Polly, a local girl, is a budding prostitute. She sells her body in exchange for fancy deserts. Noodles runs into her in the bathroom and is so overcome with lust, he dry-humps her and paws her up then and there. With nothing to give her in exchange, she pushes him away. Patsy, the most sensitive member of the crew, buys a dessert to give her in exchange for sex. But he looses his composure and eats the dessert in the hallway. Not long afterwards, Noodles and Max take turns with Polly, loosing their virginity in rushed, awkward sessions. Though he fucks Polly, Noodles longs for Deborah, the pure, virginal sister of another friend. This impossible love stands in contrast with the ugly rutting he gives Polly. Yes, the movie embraces the Madonna/Whore complex without irony. Yet this is the mindset of a teenage boy in the twenties and influences his decision throughout his life.

Not long after their first encounters with sex, the boys have their earliest experiences with violence. As they ply their trade, attempting to get in good with the local mob, they face the wrath of Bugsy, the tough guy who formerly employed them. The boys are brutally beaten in the streets, heads and legs battered with clubs and a wagon wheel rolled over Max’s throat. Not long afterwards, the youngest kid in the group, Dominic, is killed by Bugsy. As he dies in Noodles arms, plaintively mumbling that “he slipped,” Noodles is driven into a rage, brutally stabbing Bugsy and a police officer to death. Leone doesn’t soften the violence even when dealing with children. The bright red squibs flow freely. The impact is immediate and strongly felt.

After his twelve year sentence in prison is up, Noodles returns to his friends, now played by Robert DeNiro. Leone highly respected DeNiro, calling him a real actor. DeNiro seems haunted throughout the whole film. During the sequences set in the 1960s, he wears convincing old age make-up, playing up the lifetime of regrets he has. However, even in the earlier scenes, Noodles’ past hangs over him. DeNiro’s great subtlety as an actor is well employed in the part. It’s not just the character’s pain that simmers beneath the surface. His anger, lust, and quiet humor shine through without breaking the man’s stoic exterior.

James Woods plays Max, Noodles’ closest friend. The fiery rage Woods displays, and overplays for camp in many other movies, is kept in-check here. Max is a man of reckless ambition, always pushing for more power. His companionship with his friends keep him grounded and, when he looses them, he looses part of his soul. Woods’ imbues the character’s anger and outrage with a sensitive humanity. Also among the supporting cast is Elizabeth McGovern as the adult Deborah, who gives an amazingly emotional performance. Jennifer Connolly, in her first screen role, plays the character as a teenager. I also really like Burt Young as Fat Joe.

The romance between Noodles and Deborah is the most important subplot in the film. As a boy, he spies on her dancing through a hole in a wall. He thinks of her as an angel, untouchable, perfect, and pure. She waits for him when he’s in prison, seemingly confirming her feelings for him. But when Noodles discovers she plans to leave him, he is consumed by rage, lost, and lust. The rape scene that follows is horrible, extended, and lingered upon. It’s the ultimate betrayal and destroys their relationship. It’s another example of the film’s unflinching portrayal of violence and the effects it has on people’s psyche. It’s also, arguably, not the only romance in the film. Max’s eyes stare soulfully at Noodles. When he has his first visit with Polly, he can’t maintain an erection… Until he looks over at his friend. During a back robbery, Noodles forces himself on a female bank patron, a move that baffles Max. Though he has relationships with women, Max is indifferent to them, preferring the company of his male friends. Is Max a repressed homosexual? Maybe. If he is, it seemingly confirms the homoerotic subtext beneath many of Leone’s films.

In the opening scenes of “Once Upon a Time in America,” Fat Joe is beaten to a bright red, bloody pulp. DeNiro blows the attacker’s brains out, splattering blood over the front of his face. The violence in the film is brutal, sudden, and uncompromising. A head shot later in the film comes out of nowhere, the body jerking back violently. A drive-by shooting tears through a phone booth, peppering a man’s legs with countless, tiny red holes. A similar scene later on reduces a car to a hole-filled piece of metal. There’s little of the style Leone brought to his earlier westerns here. This is not “fun” or “cool” violence. It’s direct and resolute. Leone is making a point, about the loss of life, suddenness of death, and the wastefulness of murder.

As a historical epic, “Once Upon a Time in America’ shows the rise of organized crime in America and its’ frequently unmentioned effects on politics. Throughout their adventures, Noodles’ gang begins working with the budding union movement. They intimidate police officers and business owners in order to push union boss Jimmy O’Donnell’s plan through. Their most elaborate method has them reorganizing a nursery, misplacing Police Chief Aiello’s only son. Max smartly realizes that power and money is intertwined. The movie draws a direct parallel between the greed of the gangsters and the greed of the politicians. By the last act, in a rather literal move, the gangsters and the politicians become one and the same.

The last act of “Once Upon a Time in America” is the most haunting part of the film. Noodles is reunited with Deborah. Despite thirty years having passed, her appearances remains unchanged. This is further evidence for those who support the opium dream theory. However, you can also interpret this as how Noodles sees Deborah as the perfect, unaging, ideal woman. She introduces him to the man who is heavily implied to her son. The man is named for Noodles, after his birth name of David, and seems to partially resemble DeNiro. Did Noodles’ act of rape impregnate Deborah? Is this his long-lost child? In the final minutes of the film, Noodles and Max confront one another. A convoluted turn of events explains how and why but it’s mostly unimportant. What’s important is the old friends, each burdened with regrets, resolving years of bitterness and pain. What follows still raises questions to this day. Noodles leaves, passing a trash truck. A man that might be Max walks out to the truck. As the trash truck drives off, the camera lingers on the spinning augers in the back. What does this mean? Was the truck filled with hitmen Max had sent for Noodles? Does, as I’ve always assumed, Max throw himself into the back of the truck in an elaborate suicide? The film provides no easy answers. Instead, it creates a dreamy tone of uncertainty and mystery, like a half-forgotten memory.

“Once Upon a Time in America” has Sergio Leone’s direction evolving in some interesting ways. The long-takes are maintained but in far fewer numbers. The lingering close-ups on his men’s faces is down-played. Instead, he captures as much of the scenery as possible. The streets of New York are painted in broad, bright colors, like a painting. Frequently, the characters seem small among the big city. One iconic, poster-lending moment focuses on the boys, looking tiny, running across the streets, a bridge overpass in the distance. My favorite shot is from Noodles’ eyes as he’s carted off to jail, his friends looking small against a huge, stone wall. This cuts suddenly, dramatically to the tomb where their bodies are kept, thirty years later. Another notable moment is when Leone’s camera spins above the nursery, as the guys switch out the babies. Leone’s direction is more muted, to go with the lower-key material, yet no less classical and stylish.

Ennio Morricone’s score is typically excellent. He incorporates a lot of music from the period, creating a frequently jazzy, exciting feel. A rather on-the-nose cut has the Beatles’ “Yesterday” playing as DeNiro considers his past. However, the best music in the film fits the story’s quiet, introspective tone. The main theme is both sweeping and nostalgic, backed-up by quivering instruments and rising vocals. The chirping piano is solitary and sad, aligning itself with the men’s childhoods in poverty. The most beautiful piece of music is Deborah’s Theme, which trembles and ques with the angelic beauty Noodles associates with his childhood crush, arriving to a full, gorgeous sung melody.

“Once Upon a Time in America” is a singular achievement in cinema, a massive, impressive masterpiece that has rarely been matched before and after. Leone spent most of his career as a genre specialist, putting clever variations on well-worn formulas. As his career evolved, his films maintains their unique style while becoming more emotional, powerful, and lyrical. “Once Upon a Time in America” is the peak of this. It’s a movie the director spent a decade making and the skill and detail is evident in the final product. Leone later regretted turning down “The Godfather” to make this movie instead. I think he made the right decision. [Grade: A]

The mishandling of "Once Upon a Time in America" broke Sergio Leone's heart. He died five years later. While the gangster epic was destined to be his final film, it was not the last movie he attempted to make. He wrote the screenplay for an American-style western called "A Place Only Mary Knows" that might have starred Mickey Rourke and Richard Gere. In the years leading up to his death, he had begun work on a war epic about the siege of Leningrad, which would have been called "The 900 Days." Two days before officially signing on to the projects, Leone had a massive heart attack, dying suddenly. Though its tempting to fantasize about these unrealized project, Leone left behind a staggering legacy. The man created five genuine masterpieces in a row, that continue to influence and enhance films today. He was truly one of the masters of cinema.