Once Upon a Time in America (1984)

The Many Versions of Once Upon a Time in America

After going for more than a decade without making a movie, Sergio Leone finally completed Once Upon a Time in America in 1984.  As he was and still is my favorite director, it was with great expectations that I went to the theater to see it.  I was disappointed.  I couldn’t believe how flat and lackluster it was. That December, I watched Gene Siskel and Roger Ebert give their lists for the best movies of 1984 in their show At the Movies.  Siskel said his pick for the best movie of 1984 was Once Upon a Time in America.  I was stunned.  But he immediately explained himself.  He dismissed the theatrical release that I had seen as worthless, and said he was basing his pick on the version released in Europe. Ebert said he would have picked that movie to be the best as well, but he felt he was limited to movies as they were when they came to American theaters.

Soon thereafter, I saw the European cut on cable.  Unlike the theatrical release, which was 139 minutes long and told the story in chronological order, the European cut, which is 229 minutes, is filled with flashbacks and flashforwards, and includes the scenes in the opium den.  Furthermore, the European cut has a composition by Ennio Morricone, “Poverty,” that fills one with a feeling of loss, which is essential to the movie, but which was completely absent from the theatrical release. Suffice it to say that the European cut is every bit as good as Siskel and Ebert said it was.

After seeing the movie on cable, I decided it was time to buy a video cassette recorder so I could have my very own copy of the movie on video tape.  However, the version on video tape was in standard format, not widescreen.  Somewhat later, the movie was released in widescreen on laserdisc, which I bought.  In order to get the entire movie on that format, there were two discs, each of which had to be turned over to watch what was on the other side.  However, someone made a mistake in producing these discs, so that side one of the second disc, labeled Part 3, was the last part of the movie, which meant side two, labeled Part 4, needed to be watched first.  But the way this movie jumps around in time, you might not realize at first that you were watching the movie out of order.  If ever there was a movie where such a mistake should not have been made, this was it.

In any event, I knew from the credits that the movie had been based on the semi-autobiographical novel The Hoods by Harry Grey, a gangster who had written the novel while he was serving time in Sing Sing, so I looked for it in the bookstore.  Instead, I came across a paperback with the title Once Upon a Time in America.  It was my first experience with a novelization, a book that reverses the normal order of things and uses a movie as its source.  Someone decided to publish that instead of issuing a reprint of The Hoods.  In what follows, when I refer to the novel on which this movie is based, I am referring to The Hoods, not the novelization.

Recently, an “extended director’s cut” of 251 minutes became available on DVD.  In some cases, the additional material helps prepare us for stuff that comes later.  In others, it helps us to better understand what is going on.

According to Christopher Frayling, in his book Sergio Leone:  Something to Do With Death, Leone had ten hours of footage to start with, which he edited down to six hours, thinking about releasing the movie in two parts, but finally settled on a version close to four hours long [page 458].  There are rumors of a 270 minute cut that will probably never be seen, not even on DVD, because the actors never dubbed in their voices on the additional material [page 462].

And finally, there is the additional footage that existed only in Leone’s mind, as when he wanted the scene where Noodles (Robert De Niro) is making his way to an opium den in Chinatown to be filmed in Hong Kong [page 458].

The Basic Story

I have no wish to try the reader’s patience by presenting a complete synopsis, but only to mention what I think is absolutely essential for even a minimal discussion of this movie.  There are three time periods during which the action of this movie takes place. The movie is not explicit about the dates of the first two, and different sources vary slightly in this regard.  I have picked the dates that make the most sense.

1920.  Jewish teenagers in the Lower East Side of Manhattan are budding criminals in 1920.  They agree to put half the money they make in a suitcase, kept in a locker in a train station.  One of those young hoodlums, Noodles, is in love with Deborah, and his best friend is Max.  Noodles kills a rival gangster and then stabs a policeman, for which he is sent to prison.

1932-33.  Noodles gets out of prison in 1932.  He rejoins the gang, and they get into more serious crimes, such as the holdup of a wholesale jewelry establishment, where a woman named Carol (Tuesday Weld) is employed.  She is in on the heist, and during the excitement, she encourages Noodles to hit her.  He does that, and then he rapes her as well.  She eventually becomes the girlfriend of Max (James Woods).

The gang also makes a deal with Jimmy O’Donnell (Treat Williams), a union boss, helping him succeed in a strike.

When Noodles finds out that Deborah (Elizabeth McGovern) is leaving for Hollywood to pursue her acting career, instead of marrying him as he hoped, he becomes so angry that he rapes her.

Note 1:  The rape of Deborah is perhaps the most unpleasant, prolonged rape ever shown in a major motion picture, worse even than the rape of Carol, which was bad enough. Audiences and critics alike were scandalized.  Leone only made matters worse when he said the rape was “an act of love by a man who has lost the only thing he has ever wanted” [page 448].  And, indeed, such a remark would be regarded as outrageous by anyone that regards love as something beautiful, so that Noodles’ love for Deborah is being thought of as excusing what he did.  Instead, this remark is only intended to be an explanation, an explanation that also sees the ugly side of love.

Note 2:  The extended director’s cut introduces the character Eve as a woman Noodles picks up in a nightclub right after he rapes Deborah. He hires Eve to pretend to be Deborah and tell him that she loves him. In the European cut, she just seems to show up out of nowhere later on.  By “later,” I mean that in the chronological sense, not in the movie sense.  As far as the movie is concerned, she is the first person we see in the opening scene.

Max wants the gang to knock over the Federal Reserve Bank of New York, which would be suicide for all of them.  To keep that from happening, Carol tells Noodles to figure out some way to get them all arrested and put in jail, long enough for Max to forget about that crazy idea.  Noodles takes her advice.  He calls the police and tells them about a shipment of alcohol they will be transporting on the last night before the repeal of Prohibition.  Things go terribly wrong, and Max is apparently killed.

Note 3:  Lying in the street beside Patsy and Cockeye, two other members of the gang since boyhood, is a body, presumably Max, burned beyond recognition.  This is not meant to fool us.  We know that when someone in a movie is supposedly dead, but the corpse is disfigured beyond recognition, that person is probably not dead. This is only meant to deceive Noodles and anyone else in the movie who was not in on it.

Note 4:  The scene in Miami where Max announces that he has dreamed of robbing the Federal Reserve Bank of New York all his life is hard to accept because it is the first time anyone has heard about it. We should have been prepared for this, perhaps by having Max say something to that effect to Noodles when they were teenagers.  In fact, that is what happens in the novel.  This is also the scene where Eve shows up, seemingly out of nowhere in the European cut.  The extended director’s cut introduces us to Eve earlier on, but it does not include any earlier remark by Max about robbing the Federal Reserve Bank. One might suppose that such a remark was filmed, but never made it into the movie. However, in the scene where we first hear about Max’s lifelong dream to rob the Federal Reserve Bank, Noodles acts as though this is the first time he is hearing about it as well.

Noodles tries to ease his guilt by going to an opium den, which is part of a Chinese theater, where the audience watches a show consisting of shadow puppets.  An attendant fills an opium pipe for him, which Noodles puffs on and then goes to sleep. But he is awakened later by the attendant, who tells him a couple of gangsters are in the theater looking for him, because he ratted out his friends, and he needs to get away. He finds out from Fat Moe, Deborah’s brother, that the gangsters have already killed Eve.  Knowing he must leave town, Noodles goes to get the suitcase with the money the gang has accumulated over the years, but it is filled only with newspapers.

1968.  Thirty-five years later, Noodles returns to his old neighborhood, owing to a letter he received informing him that the bodies of his friends have been moved to another cemetery, but which really tells him that someone knows where he has been hiding all this time.  At the cemetery, inside a mausoleum, he finds a key to another locker at the train station.  It turns out to hold a suitcase full of money, with a note saying it is payment for his next job.

He finds out that Carol has been living in the Bailey Foundation, which is a rest home established by a Mr. Bailey, who is presently the Secretary of Commerce.  She tells him that Max wanted to die because there was insanity in his family, which he was afraid he had inherited and would go crazy himself some day.  So, he put the idea of informing on the gang in her head, so that he could commit suicide by cop.  While she and Noodles talk, he sees a picture of Deborah with a lot of other people at the Bailey Foundation on opening night, taken some fifteen years earlier. Carol says she is some famous actress, whom she does not know.  From there, Noodles locates Deborah, who is performing in Antony and Cleopatra.

Note 5:  In the extended director’s cut, we see Deborah’s performance as Cleopatra when she commits suicide, which in turn is a premonition of Max’s real suicide.

Noodles talks to Deborah after her performance.  He knows she has been living with Secretary Bailey for years.  Bailey has a teenage son, supposedly by a woman he married, but who later died. However, we can’t be sure this is true, and we wonder if he is Deborah’s son as well.  When Noodles sees Bailey’s son, played by the same actor who played Max when they were young, he realizes that Secretary Bailey is actually Max.

Having been sent an invitation to attend a party at Secretary Bailey’s mansion, Noodles decides to accept, even though Deborah pleads with him not to.  At that party, Max tells Noodles that he, Max, will be assassinated before he can testify in front of a Senate committee, so he says he wants Noodles to kill him instead, as a way of letting him have the revenge he deserves.  Noodles refuses even to acknowledge that he is talking to Max, calling him “Mr. Bailey,” indicating that he prefers to continue believing that he was the one that betrayed Max rather than the other way around. Noodles leaves, and as he walks down the street, he sees what appears to be Max walking behind a garbage truck that can grind up stuff. The grinder suddenly starts making a lot of noise, after which the man is nowhere to be seen.

Note 6:  In the theatrical release, there is no garbage truck.  Instead, Noodles hears the sound of a gunshot, from which we are to suppose that Max shot himself in the head.  As for the European cut, it is not certain that Max did get himself ground up in the garbage truck.  Twice before, Max pretended to be dead but really was not:  the first time, when he pretended to have drowned in 1920; the second time, when he pretended he had been killed by the police in 1933.  And now, in 1968, it may be that Max is only pretending to be dead for a third time.

Note 7:  The Hoods was published in 1952, and it ends with Noodles telling us how he got away, but can’t say where he has been hiding out all these years.  Consequently, the part of the movie where Noodles comes back in 1968 is not based on the novel.  And yet, according to Frayling, Grey told Leone that one of the liberties he had taken with the truth was in having Max be killed in the novel.  In actuality, he admitted, “Max” was still alive.  In fact, “Max” had recently wanted to pull off a holdup with Grey, but Grey’s wife threatened to leave him if he went along with it.  A few weeks later, Grey saw “Max” being arrested on television.  So, the idea that Max is really still alive, if not based on the novel, was the nevertheless inspired by Grey in a conversation he had with Leone.  [page 401]

Note 8:  Halfway through the movie, in the extended director’s cut, we see Noodles looking at the garbage truck.  Right after that, he sees a car that has been following him around suddenly explode, a car belonging to Secretary Bailey, but who was not in it at the time. This prepares us for the idea that there are people who want to kill Secretary Bailey before he can testify in front of a Senate committee, fearing he will confess to the various forms of corruption he has been involved in over the years, thereby implicating others.  The man behind this determined effort to kill Bailey/Max is Jimmy O’Donnell.  He indicates that Max’s son will also be killed if Max doesn’t cooperate by signing over most of his wealth, with twelve percent being left for his son if he does sign.  Max signs the papers.  Before Jimmy leaves Max’s office, he lets Max know that it would be for the best if he committed suicide.  He tells Max that he is going to join the party, and it will please him if he hears a gunshot before the party is over.


According to Frayling, the passage of time is the central theme of this movie [page 392].  This is not time understood as an abstraction, as merely that in which events may or may not occur.  Rather, time is to be understood existentially, in it’s significance for the person whose life at first is naively experienced, and then comes to be colored by memories, with regrets about the past and with a sense that the future is slipping away, with a feeling of time that has been lost.  This is why the flashbacks and flashforwards are essential to the movie, so that the significance of the present is bound up in things that happened in the past and will happen in the future.

When Noodles and his gang are just boys, but before they meet Max, they try to roll a drunk for his watch. However, Max manages to get to the drunk first and take that watch.  Then Whitey, a corrupt cop, whose beat is the gang’s neighborhood, takes the watch from both of them.  They get the watch back from Whitey when they take a picture of him having sex with Peggy, an underage prostitute. Max still has that watch when Noodles finds him again in 1968.  Needless to say, the watch is a physical representation of time.

As noted above, when Noodles and Max were young, he and the other members of the gang agreed to save half the money they made in suitcase, stored in a locker in the train station.  The key to the locker was given to Fat Moe.  He attached it to the key to his clock.  When Noodles realizes he needs to go into hiding, he takes both keys with him.  When he returns thirty-five years later, he hands Fat Moe the key to his clock, which he then uses to wind the clock for the first time in all those years. The idea, of course, is that it is as if time has stood still, in the sense that nothing of significance in their lives has happened during those years.  This is confirmed when Moe asks Noodles what he has been doing all these years, and he says, “I’ve been going to bed early.” Perhaps this is an allusion to Swann’s Way, the first volume of Marcel Proust’s In Search of Lost Time, in which the opening line is, “For a long time I used to go to bed early.”

This theme is reinforced by various pieces of music in the 1968 section that have something to do with time:  “Summertime,” “Night and Day,” and “Yesterday.”


Early in the movie, Noodles remembers how he used to stand on a toilet and peek through a crack in the wall to watch Deborah (Jennifer Connelly, playing her as a teenager) dancing in the storeroom of her father’s kosher restaurant. There are stacks of flour in the storeroom, and the dust from the flour creates a haze, giving the scene a dreamlike quality.  At other points in the movie, Noodles looks at her through rising steam, creating a similar effect.  She dances to “Amapola,” a song comparing a pretty girl to a poppy, the flower from which opium is derived. Together these elements form a constellation of themes running through this movie: Deborah/dream/love/opium.


Deborah knows that Noodles is watching her, and so, on another occasion, she surprises him by opening the door of the restroom, saying, “That record’s just like Ex-Lax. Every time I put it on, you have to go to the bathroom.” It is important that she does not enter the restroom. Previously in the movie, in a scene that, quite frankly, grosses me out whenever I watch it, Noodles goes into the communal restroom for the floor of the tenement his family lives in. He sits down on the toilet. Peggy also lives with her family on that floor. When Noodles realizes Peggy is coming to use the restroom too, he unlocks the door so that he can expose himself to her.  Unlike Deborah, Peggy walks right in, and Noodles spreads his legs. He gets up from the toilet and starts making sexual advances. She says she is about poop in her pants, after which she plops down on the toilet he just got up from, telling him to get out. Throughout the movie there are innumerable references to garbage, excrement, and anal sex. Taken together, all this leads to an opposing constellation of themes: Noodles/reality/sex/filth.

The Beginning and End of Prohibition

As the movie jumps back and forth in time, it always seems to heading toward the end of Prohibition. When Noodles and Max first become friends, Prohibition has only recently become the law of the land. Their friendship comes to an end just before the repeal of Prohibition becomes effective, when Noodles believes he has caused the death of Max.

Furthermore, Noodles’ love for Deborah begins around the same time, in the early days of Prohibition, and his dream of marrying her comes to an end when he rapes her.  Elizabeth McGovern, who plays Deborah when she is grown up, said she understood that “the point of the part is that she is an imaginary woman” [page 446]. In brutally raping her, Noodles drags her out of the dream/love/opium constellation into his own world of reality/sex/filth.  The next day, he sees her sitting by a window of the train that will take her away, and when she sees him, she pulls down the shade, shutting him out of her life forever.  Just before she got on the train, we saw her picking up the December 5, 1933 copy of the New York Times, announcing the repeal of Prohibition, ending at 5:32 PM that day.  The beginning of Prohibition is the beginning of Noodles’ friendship with Max and his love for Deborah; the end of Prohibition is the end of that friendship and the end of that love.

The newspaper Deborah buys at the station is regarded by some critics as a goof, because in subsequent scenes, reference is made to the fact that Prohibition has not ended yet, though it soon will.  And then, when Max, Carol, Noodles, and Eve go to Miami, we see them reading the November 24, 1933 copy of the Miami Herald, which says that Prohibition will end in December.

However, a scene occurring many years later, in 1968, makes it clear that this connection to the end of Prohibition is not intended to be understood realistically. After Noodles leaves Max’s mansion, and we have seen the garbage truck move on down the street, this is followed by a bunch of revelers coming down the street in a car that appears to be from the days of Prohibition, as we hear the song “God Bless America,” sung by Kate Smith. The sounds they make and the background music are identical to what we heard at the beginning of the movie, as Eve prepared to enter the apartment she shared with Noodles. They are the sounds of people celebrating the end of Prohibition. In other words, even in 1968, it seems we are still approaching the end of Prohibition.

An Opium Dream

It still seems to be the end of Prohibition because what happens in 1968 is actually just a dream, a dream that is taking place at the end of Prohibition. As Frayling points out, one problem with this theory is that Noodles would not know about 1968 technology, like television [page 424].  But that can be justified as dramatic license:  1968 as we know it to be must stand in for 1968 as Noodles might have imagined it in 1933.

After Noodles rapes Deborah, he tries to forget what he did by spending time in an opium den. This is referred to, but not seen. We do see two scenes of him in the opium den, however, both of them being after he thinks he has killed Max. The first time is at the beginning of the movie, where we see him leaving; the second time is at the end of the movie, where we see him entering. Bookending the movie in this way, with the leaving being seen in the beginning and the arriving at the end, we are encouraged to see the movie as Noodles’ opium dream, an obsessive dream that could be starting all over again. The shadow puppets Noodles looks at after he enters the Chinese theater, while waiting to get into the opium den, reinforce the idea of a dream, of an illusion. As his dream takes place at the end of Prohibition, the scenes set in the future are not real, but only part of his wish-fulfilling dream. In that dream, he denies the reality of Max’s death, and imagines that it was really Max who betrayed him, stealing all the money the gang had accumulated. Furthermore, by having Deborah be Max’s lover, and possibly be the mother of Max’s child, his dream makes it appear that she betrayed Noodles, in a way that would make sense only to Noodles’ way of thinking, thereby alleviating his guilt over having raped her.

Note 9:  It is natural enough to suppose that the scenes that take place before Noodles goes to the opium den, right after thinking he has caused Max’s death, are veridical. However, his opium dream may even be encompassing earlier events, even those in 1920, memories distorted by the opium and his desire to understand the past in a way that absolves him of any guilt.  After all, the flashback to Noodles’ childhood days begins in 1968, when he stands on that toilet, remembering how he used to spy on Deborah.  If the 1968 portion of the movie is a dream, then the flashback in 1968, representing his memory, would have to be part of that dream.  A scene that was filmed, but not included in the movie, Frayling characterizes as “Noodles’ opium-rich flashback to himself, Max and the gang as children” [page 459].

When Max offers Noodles the chance to get his revenge for stealing all the money, taking his girl, and ruining his life, Noodles magnanimously refuses to accept this reality, saying that he prefers the delusion he has lived with all these years, the one in which he betrayed Max.  But this too is just part of the dream.  Having convinced himself that it was really Max who betrayed him, he gets the benefit of seeing Max ground up like garbage, while at the same time casting himself as the true friend after all.

Note 10:  Noodles never minded making a deal with the Italians when he was young, helping them save shipments of alcohol that had to be thrown overboard, but he never wanted to get involved with them in a big way, with Frankie (Joe Pesci) in particular.  And he didn’t mind assisting Jimmy O’Donnell and his union to win a strike, but once again he didn’t want to get involved with the unions in a big way, especially with “party leaders” like Sharkey, presumably communists, who were behind the labor movement.

Max, on the other hand, wanted to get involved with both Frankie and Sharkey, believing that more money and power could be acquired by being a part of the organizations these men represented. When Noodles said he didn’t want anything to do with these organizations, Max said, “You still think like some street schmuck.”

In the extended director’s cut, Jimmy O’Donnell, speaking on behalf of those very organizations that now want Max out of the way, puts pressure on Max to give up his wealth and his own life as well.  This is another aspect of the wish-fulfilling dream that Noodles is having, one that vindicates him, proving that he was right all along to avoid entanglements with politicians and the syndicate.

In the final scene, which is in the opium den, we see Noodles take a puff on the opium pipe. The expression that suddenly appears on his face is one of happiness, but it is only the false kind of happiness that opium provides, a temporary illusion in a world of filth.

Cinematic Influences

In Once Upon a Time in the West (1968), a previous movie by Sergio Leone, there are quotations of old movies, especially Westerns.  According to Frayling, there are many such connections for Once Upon a Time in America as well.

First of all, the Noodles of the novel was influenced negatively by gangster movies:

Noodles was at pains to distance himself throughout the book from phoney ‘moving picture holdupnicks,’ ‘loused-up stories of hoodlums’ and the fast-talking heroics of Hollywood professional criminals.  [page 383]

Leone didn’t care for the novel as literature, but in his conversation with Harry Grey, he became aware of cinematic influences on the author himself:

And yet, as Sergio Leone was quick to notice, the book seemed to have been written by the screenwriter of a low-grade ‘B’ movie.  The first-person narrator even reminded him of a Hollywood voice-over:  ‘The grotesque realism of this elderly gangster who, at the end of his life, couldn’t stop himself using a repertoire of cinematic citations, of gestures and words seen and heard thousands of times on the big screen, stimulated my curiosity and amused me.  I was struck by the vanity of this attempt and by the grandeur of its bankruptcy.’  When the fable takes over from the actual life of the author, ‘that could be a great subject for a film.’  [page 384]

Frayling then goes on to point out connections between events in the book and classic gangster movies produced in the 1930s and 1940s.

The novel in turn had some influence on Leone’s previous films, the harmonica in Once Upon a Time in the West stemming from Cockeye’s harmonica in the novel, though that became a pan flute in Once Upon a Time in America.  The conflict between Noodles and his brother regarding their sick mother is reflected in the conflict between Tuco and his brother, Father Ramirez, in The Good, the Bad, and the Ugly (1966), regarding their parents.  Juan’s dream of robbing the bank at Mesa Verde in Duck, You Sucker (1971) corresponds to Max’s dream of robbing the Federal Reserve Bank. [pages 387-88]

Just as the basic structure of Once Upon a Time in the West was based on Johnny Guitar (1954), the basic structure of Once Upon a Time in America, according to Frayling, is Citizen Kane (1941):  Noodles corresponds to the investigative reporter trying to get to the bottom of a mystery; Carol, who is a resident in the Bailey Foundation, a rest home for old people, corresponds to Jed Leland; Fat Moe corresponds to Bernstein; Deborah to Susan Alexander; and Max, as Secretary Bailey, corresponds to Charles Foster Kane [page 421].

Within that basic framework, quotations from gangster movies abound, as noted by Frayling:

In some sense, the trappings of the genre were a ruse, as Leone was at pains to point out:  ‘It is not a film about gangsters.  It is a film about nostalgia for a certain period and a certain type of cinema and a certain type of literature.’

Nevertheless, the ‘citations’ were certainly there:  from the Chinese theater (The Lady from Shanghai, 1948) to the contract killing (The Killers, 1946) to the gangster revisiting his childhood neighborhood (Angels with Dirty Faces, 1938; Dead End, 1937); with one protagonist feeling nostalgic about the anarchic early days (High Sierra, 1941), the other becoming increasingly megalomaniac (White Heat, 1949), and both having to confront a complicated new world of unions and politics (Bullets or Ballots, 1936).  The suitcase at the train station recalled Cry of the City (1948) and The Killing (1956); Noodles’ relationship with Deborah resembled Eddie Bartlett’s with Jean Sherman in The Roaring Twenties (1939), and the elderly Noodles’ arrival at Senator [sic] Bailey’s Long Island party mirrored Police Sergeant Bannion’s arrival at the affluent mansion of Mike Lagana, head of the crime syndicate, in The Big Heat (1953).  [page 422]

One connection that Frayling fails to mention is Cody Jarret’s fear of inherited insanity in White Heat, which may be why Cody preferred literally going out in a blaze of glory, just as Max feared going insane and brought about his own end, in which he too was burnt to a crisp.

The opium dream itself has its citation, “reminiscent of John Boorman’s Point Blank (1967), where Walker’s (Lee Marvin) tale of revenge may be just wish fulfillment as he is left for dead on a deserted Alcatraz.” Leone preferred the ambiguity of a double reading, as what actually happens, and as opium dream [page 424].

The citations listed above are mostly conceptual, as opposed to those of Once Upon a Time in the West, which are in some cases conceptual, but in many cases visual, so that if you have seen the movies being quoted, the images alone will establish the connections.

Frayling provides even more connections, too numerous to go into here.  Suffice it to say that in this movie, art reflects life, life reflects art, and then art reflects life reflecting art.


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