Once Upon a Time in America (1984)

Starring: Robert De Niro, James Woods, Elizabeth McGovern, Joe Pesci, Burt Young, Danny Aiello, Larry Rapp, William Forsythe, James Hayden, Tuesday Weld, and Darlanne Fluegel with small roles from Jennifer Connelly and Estelle Harris
Grade: Classic

This is one of those films that will have you reevaluating it over and over again, as you pick up on new things every time you watch it.

Very rarely do I say this, but Once Upon a Time in America is a remarkable cinematic experience.

Summary

In 1933 New York, Eve (Fluegel) enters some room and looks at a bed with the outline of a dead body on it. Three thugs bust in demanding to know where David “Noodles” Aaronson (De Niro) is. She denies knowing and is immediately shot, with the main guy telling one of his cohorts to stay behind in case he shows up. The gangsters go somewhere else and beat the hell out of Fat Moe (Rapp) to continue their quest, with Moe finally admitting Noodles is at Chun Lo’s Chinese Theater, a place that also contains a hidden opium den. Once again, one of the gangsters stays behind and waits. At the opium den, we find Noodles high as a kite. After one of the workers gives him some water, he takes a look at the newspaper and sees the headline “Bootleggers Trapped by Feds; Three Slain” with the names Max Bercovicz (Woods), Philip Stein (Forsythe), and Patrick Goldberg (Hayden) under it. He’s disturbed by the sound of a phone ringing in his head, so a worker immediately gives him a pipe to smoke, and he’s relaxed once again.

We jump back to see when Noodles walked into the crime scene to see his slain friends, with Max’s body in particular being burnt beyond recognition.

Sometime before this, we go to a time where all the friends are alive and at a party to celebrate the end of Prohibition. Noodles goes to a room to make a phone call to a Sgt. P. Halloran.

Just then, Noodles wakes right back up in the opium den. The two gangsters looking for him show up and start searching through the theater. Noodles is alerted by one of the workers who lets him escape out the back entrance. Noodles goes to the place where Fat Moe was beaten up, and the other gangster is waiting for him. He sends up an elevator to distract the thug, comes up from behind, and shoots the guy dead. He checks on Moe and talks about how he’s going to try to get Eve. However, Moe tells Noodles they already got her. Noodles grabs a key for a railway station locker, and Moe tells Noodles it’s all his now. Noodles goes to the locker, pulls out the briefcase inside, and opens it to find no cash inside, only newspapers. Disappointed, he leaves the briefcase open and walks away. He goes to a train station and takes the first one-way ticket available.

It’s off to Buffalo.

Next, we move forward in time to when a much older Noodles rents a car to go into town, seeing a construction site dig up a graveyard. That night, we see Fat Moe’s bar, with an older Moe having to kick some people out at the end of the night. Noodles calls the bar from the phone booth across the street and is let in. A pissed off Noodles gives Moe the key to the railway station locker, thinking Moe had something to do with the money. After having Moe lock the door behind him, Noodles tells him about how some guys got in touch with him, thinking Moe might know something about it. He gives him a letter for “Robert Williams” (Noodles’ new name) notifying him of the sale of a cemetery, giving him the option of relocating loved ones. Moe got the same letter on account of his father. Noodles insists the synagogue didn’t send it because he talked to them. The synagogue released these letters about eight months ago, but Noodles got the letter last week. Since it’s referring to him being responsible for the bodies of Max, Philip, and Patrick, he sees it as a warning from the mob coming to get him now that they know who he is and where he’s at. They discuss the suitcase but seeing how Moe is living out of his bar, Noodles knows he didn’t take the money. As he wonders who did, he looks at pictures on the wall of when they were kids and sees one of star actress and Moe’s sister Deborah (McGovern). Moe goes to bed, so Noodles walks around in his home/bar for a bit and goes to the bathroom to find the old hole in the wall where he used to spy on Deborah when they were both kids. In the room, she would practice her dancing and Noodles couldn’t help but watch through the peephole.

We then transition back in time to 1919, when Noodles (Scott Tiler), Deborah (Connelly) and everyone else were all kids, with Noodles staring once again through the peephole to see the young Deborah dancing. They make eye contact several times, despite Noodles trying to hide. A young Moe comes to ask for her help in their father’s restaurant, but she refuses on account of her elocution lessons. Once Moe leaves the room in a huff, Deborah undresses and Noodles stares. Before she leaves the place, she tells Moe there’s a “cockroach” in the bathroom, prompting Noodles to run out and accidentally fall on a customer in the bathroom as he does. Noodles’s friends, Philip “Cockeye” Stein (Adrian Curran), Patrick “Patsy” Goldberg (Brian Bloom), and the diminutive Dominic (Noah Moazezi), all come to tell him Bugsy (James Russo) has a job for them. Before he goes anywhere though, he catches up to Deborah to talk to her. She knows he spies on her, but Noodles tries to change the subject to light flirting even though it doesn’t go anywhere. Once she leaves, Noodles and his friends, on account of Bugsy, go and destroy a newsstand of some guy’s because the guy didn’t pay him. They set the place on fire and laugh from a distance as the guy tries to stop it.

They go to get paid, but Bugsy gave them an option of a dollar or “rolling” one of the drunks. They accept the latter on Noodles insistence and plan on ambushing a drunk who got kicked out on the sidewalk, but before they do, a cop who targets them all the time is seen across the street. Noodles sees a wagon coming up the street, so they plan on using it to shield them from the cop. However, a young Max Bercovicz (Rusty Jacobs) is riding in the wagon. He stops, grabs the drunk, and feigns taking care of him so he can rob him, smiling at Noodles as he gets away. The cop shows up right after and yells at Noodles and his crew to leave the area. Noodles and his friends have clearly always been hoodlums, but the story between him and Max has just begun. Soon after another meeting between the two, Max joins up with Noodles and the boys, and they become partners and best friends in crime.

This partnership will forever change the trajectories of all their lives and will affect Noodles and Max specifically until their very last days.

My Thoughts:

Once Upon a Time in America is a gangster film like no other. We’ve seen gangster movies, we’ve seen Robert De Niro do similar roles, but what Sergio Leone did with this grandiose tale of four Jewish immigrant hoods through a fifty-year time span was simply breathtaking. The industry may not have realized it at the time, nor gave the film it’s flowers when they should have, but this film is a certified masterpiece.

A lot of movies in this genre have glamorized the gangster lifestyle, showcasing the highs of fine living, the sex, the drinking, the cool shootouts and the inevitable violence. Many more have shown the “blaze of glory” deaths that usually follow. Usually, it’s a way to show this lifestyle can’t last, though the main character ostensibly comes off as a martyr for being an alpha male representation of “coolness” because of the lead’s antihero portrayal. Once Upon a Time in America is a movie that moves past all of that to show the dark and realistic depiction of a gangster’s life during the Prohibition Era. It’s not a popularity contest of how cool our gangsters are here, it’s a gritty tale of how lifelong hoods grow up, the monsters they turn into, and the repercussions of everyone’s actions. These kids were born in the ghetto in Manhattan. They had nothing, so when they saw they could make money helping out a local gangster, they would. It’s about survival and taking whatever is there, hoping to get more each time they look. Noodles and his three closest friends have always been bad people. They grew up in a bad area and reacted accordingly. The moral compass is, was, and (as we see in the adult sequences) will forever be gone. They are reprehensible people and have no qualms about it. The crazy part is that the twisted narrative structure of complex flashbacks, memories, and dreams combined with these vile and morally corrupt characters going through an entire lifespan of screentime, makes us forget about the weight of what they’re doing. We’re completely engrossed in the picture, despite the dark avenue we go down to see the lack of values, virtues, and unbridled violence that helped build this early America.

Noodles murders Bugsy as a kid and comes out of prison as an adult. By the time he’s out, Max, Patsy, and Cockeye’s operation taking over Bugy’s territory has worked, and they’ve flourished as their own mob. This is the first interesting choice. We miss out on the glamorization of the gang’s success because we’re following Noodles’ story. He was there for the beginning but missed out on the rise. This is because this story isn’t about this “side” of the gangster life. It’s about greed to the highest degree and how it affects the lives around us. It’s about how violence is used to get whatever is needed at all costs, how corruption is used to see how far you can get to expand your empire, and how so much treachery can make you question everything you’ve ever known to the point where you can’t change who you are, no matter how hard you try. These are the “values” that are at the heart of Once Upon a Time in America, and we see it in the most cold-blooded ways possible.

Noodles doesn’t experience the same celebratory part of the earlier gangster life. He was a part of the grind and jumped in when they were past the “fun” building stage. He was only there to experience the death of little Dominic, the “fifth” friend who didn’t get past adolescence because of his murder in a shootout. It was a life-changing moment for all the friends. With Dominic getting shot, Noodles is the one who murders Bugsy as a result and stabs a cop during the aftermath. Noodles was always the one who acted with violence first. The time in prison changed him though. As he tells Deborah, there was only two things he thought out about in prison and that was her reading to him and Dominic when he died. He didn’t possess the same outward anger he did when he was a kid anymore. As we see, it’s still there and comes out because he will always be a thug, but it makes sense why he changes so much in his older age and the regret creeps in, with De Niro’s performance hitting Oscar-worthy levels in the older stages of his character, riddled with subdued remorse for what he’s done and the realization of how it can’t be changed.

Life was different for Max, Patsy, and Cockeye. As the friends were forced to move on as a trio with Noodles in prison and Dominic dead, they did what they had to. They couldn’t change or get sad because if they lost a step, they would lose their momentum in the criminal underworld. The violence only heightened because of Dominic’s death, and they have less of a problem than anyone to go through with it to get what they want since one of their own died. Max has a little bit of that extra edge in him too. Remember, he joined the group later and was a big part in pushing to make the group’s plans bigger. He always had the ambition and more of a wickedness to him. In fact, if you take a look at the scene of Dominic’s death and Bugsy chasing them with all with a gun, Max was on the verge of stepping out to attack first. Noodles just beats him to the punch. It’s what separates Max and Noodles as the clear co-leaders of this crew. Because of how things turned out though, this is what internally separates Noodles from the group even further once he’s released from prison and why he always seems a bit more distant. He’s still cool with being along for the ride. It didn’t matter whether it was in their brutal acts of robbery or even mixing around babies in a labor room and acting like it was no big deal when they forgot the order, deciding to give Chief Aiello “8” because it was an even number (possibly one of more vile acts of the film), but he takes a step back when he’s roped into killing Joe (Young) on account of Frankie Minaldi (Pesci).

He didn’t want to get in deeper with the mob. He was perfectly fine with the brutal, underground shit they’ve been doing. Again, it doesn’t make him a better person for not wanting to move up within the mafia. The scene before this killing, they steal the diamonds and he rapes Carol (Weld), a woman who eventually finds her way back to the group and becomes Max’s girlfriend. Noodles isn’t trying to be a member of the morality police with Max because he can’t be. He just knows getting deeper could get them into more trouble, so he’s content with where he’s at. These are the criminals we’re dealing with. Noodles is the gangster Leone wants to spotlight, not someone like Max who represents the “star” gangster we’ve seen in films like 1983’s Scarface and even all the way back to 1931’s Little Caesar. He wants more and will always want more. When Prohibition ends, Max tells Noodles they have $1 million in the bank. Eve says they should relax because of it. Dually, Noodles is disappointed in Prohibition being over but doesn’t seem worried because they’re financially secure. Max’s telling response is that he’ll stop worrying once they have ten or even twenty million in the bank. He’s serious too. We’ve seen it since the beginning. Max will always be the first one to do whatever it takes to get more. Why not go to the next level and get even more rich and powerful if it’s possible? The possible consequences are irrelevant to him. The potential of succeeding supersedes everyone and everything else in importance.

It’s two sides of evil that we’re facing, but Noodles in his old age knows he was wrong and accepts it, forever living in his guilt. Max knows what he did was wrong but is okay with it because he pulled off the exact life he wanted. He just wants to deal with his consequences by going out in the coveted movie-like blaze of glory, wanting Noodles to kill him and giving him every reason as to why he should. It’s riveting and makes you consider every facet of the equation, every possible consequence. It makes you think how we got here after all these years. It’s so compelling and downright powerful. Even with the length, you may want to watch it again to fully appreciate the ideas and thought-provoking questions that Leone brings to the screen.

The question that is most prevalent here (as well as any gangster movie) is how important loyalty is. It’s the only thing that seems to be the most important value to every group of gangsters. It’s all about the brotherhood, and when you’ve been with each other from childhood, the bond is hard to break. It’s the “family” over everything. However, where is the line drawn where loyalty can’t trump over all? Is Noodles being a rat, or is telling on Max the only way of getting through to his psychotic friend, who wants to break into the Federal Reserve like he’s a Bond villain? This epic plays with this hard-to-answer question. Even in the end, we don’t know the answer, which is true to life. Noodles went through with it to save Max’s life, but he thought Max died during it, so he lived the rest of his days in sadness. Since it was all a planned ruse though, the loyalty was still broken. In a way, they both screwed each other and went through with disloyal actions, but Noodles’ reasoning was positive. Noodles’ loyalty to Max was never a question though. He proves his love and loyalty to his best friend by trying to “save him” by sending him to prison, even when Max was being a consistent asshole to him towards the end. He even chose Max over Deborah on two separate occasions, a choice that would forever define and screw him. Both times he tells Deborah, “I’ll just go see what he wants”.

Well Noodles, he wants the world and everything in it.

Though at times, the film really feels like a masterpiece, there are a lot of moments and scenes that stand out as questionable. Look, we know we are talking about developing boys that live in a big city environment and they’re some dirty ass kids, but the whole bathroom scene with Peggy was perplexing, uncomfortable, and completely unnecessary. I understand they have to establish Peggy as an underage and unofficial prostitute because it leads to Noodles and Max catching the cop fucking her and using it for blackmail. Be that as it may, did we really need to see Noodles on the toilet, unlocking the door for Peggy to enter the bathroom because she didn’t know he was in there, and him opening his legs to impress her? She then lifts up her dress and somehow, this leads to him feeling her up in the bathroom. It doesn’t stop there either. She tells him he needs to buy this specific dessert for her and only then will she have sex with him. Then, she gets on the toilet in front of him and asks if he’s leaving. This was a disgusting mess of a scene! It did fit the grimy vibe of Noodles’ early years, but in a four-hour film, there are room for cuts here and there. This was one of them. I also didn’t need any baby nudity to get the point across in the hospital scene with Chief Aiello. Plus, the narrative structure is hard to follow. You have to be fully engaged to understand what timeline you’re in, what point in the time period you’re in, and where the characters are at to fully comprehend the narrative. Even then, certain key points are left ambiguous, so it may not always help. I know I gave the structure praise earlier, but you have to understand it’s a “gift and a curse” type of situation.

Additionally, if you’re squeamish, keep in mind there are two graphic rape scenes. I wasn’t surprised about the rape scenes because for some reason they’re so prevalent in gangster movies, but I could see why some might find these parts a bit too much.

It’s a travesty this movie was fucked by so many distributors in its release. In some areas, it was severely cut and edited, making a mess of the story and presentation. In other areas, the scenes were rearranged in chronological order, taking away from the experience and going completely against the way Sergio Leone intended. Even if the story can be a bit complicated to begin with because of its intended narrative, you can’t directly change the artist’s vision because it’s not meant to be seen in a different way. If you watched Pulp Fiction‘s scenes in chronological order instead of the fun, twisty narrative it’s supposed to be watched in, would you agree that you’re essentially watching a completely different movie? You’re disrespecting the filmmaker if you watch it any other way. I’m not saying Once Upon a Time in America is perfect, but it’s one hell of an experience if viewed in the four-hour version (the right one). I’m telling you right now, had the real version of this movie been released as intended in 1984, it would’ve swept the Oscars. The movie could’ve won Best Picture, and Sergio Leone could’ve snatched the Best Director crown with ease. Amadeus would’ve been in trouble. Additionally, Ennio Morricone and Tonino Delli Colli should’ve easily won Best Original Score and Best Cinematography (more on this later). Robert De Niro and James Woods should’ve been nominated too, but Woods in particular should’ve been a serious contender for Best Supporting Actor. I’d argue it was one of his best roles ever, right up there with Salvador, Ghosts of Mississippi, and Hercules.

The man could sell tickets on his haunting stare alone. In this film, James Woods has such an indelible rage behind his eyes that it rivals prime Pacino’s.

Going from the best friend and partner-in-crime of Noodles to ruthless gangster with a temper and extreme ambition, to a rich and powerful politician masking his previous life is a difficult task. You have to make us believe he becomes such a good friend of Max in the first place, but Rusty Jacobs does that for him. By the time he greets Noodles coming out of prison, we feel like we already know Max so well. Watching how he deteriorates through the years and devolves into more and more of an out of control, power hungry despot, you see the cracks begin to reach the surface. Woods gives a powerhouse performance to show us the monster Max would become. Though he turns into “Secretary Bailey” for the public, he’s wearing the identity like a mask. The bastard that was Max Bercovicz is still there in Bailey’s heart no matter what he’s done to change his life, no matter what façade he puts on for everyone else. The final meeting between Noodles and Max, with Noodles refusing to call him Max since the “real” Max is dead to him, was such a quietly powerful climax. Though I still don’t understand why Max needs Noodles to kill him, I just loved everything about this scene. The room was so distinct, and the tension between them felt like a conversation between opposing world leaders in a war on the verge of making a peace treaty or adding another country to join them. It’s a sequence frozen in time, so intense and worth the four hours of buildup. The lines were so carefully constructed and delivered, validating the fifty years of history between them that we watched unfold and studied leading up to this.

With Max admitting his elaborate scheme that essentially ruined an already regretful life in Noodles to try and goad him further, Noodles is over it. It’s a moment of pity, sorrow, regret, and acceptance all rolled into one. Neither man is a good person, and both have done a lot bad in their lives to where even in old age and varying degrees of success, they search for a way out or a way to be successful. Truthfully, neither one deserves it (again, only one knows it), but showing us how we got there, their reactions to it all now that they’re at the end of their lives, and a gun being offered directly to Noodles to get his revenge for what ruined the latter half of his life, we see a potential moment of truth about to happen. Following the montage of Noodles’ life, we are reminded of the adventures we were taken on, with an emphasis on the happier times during their childhood together, and you can see the pure sadness on his face as he reminisces on his nostalgic memories, refusing to acknowledge the truth of the present staring at him in the face. He only wants to remember up until when he thought his friends died that fateful day, the day he tried to protect them. There’s so much in the face of De Niro in this scene. He doesn’t say much, but his eyes tell the story of a lifetime. Following this scene, we are given an ambiguousness aftermath of the confrontation, but what’s weird is that we are satisfied.

SPOILERS

SPOILERS

SPOILERS

Somehow, Leone makes this work without giving a definitive answer. These characters can’t go any further. It had to end in a sorrow-filled way, with Noodles seeing Max one last time and wondering if he did kill himself in that garbage truck or not. Who knows? The thing is, Noodles has done all he can. His questions have been answered, and he knows his “betrayal” of Max was all a manipulative plan by the man himself to start a new life. He knew Noodles was content with what they were doing, but greed, power, and madness consumed Max to the point of faking his death. Remember what Noodles said to Max, “where you go, I go”. Even when he says it at the point of the movie he does (after he makes the phone call that will forever change his life), he says it with a level of uncertainty. We know Noodles already didn’t want to be a part of getting deeper with the union, never mind getting into politics. Max wanted more. He always did, and he went too far until he had to call back his old friend for one last job. With Noodles refusing, he can let go. Now, they both can finally die off in their old age, with guilt consuming them until it reaches a boiling point.

It’s crazy to think that even though we’re watching a gangster movie, with the coveted rule of loyalty being broken, and Max screwing him in every way imaginable, Noodles doesn’t even consider his proposition. It’s not even that by making him suffer by keeping him alive is better, it’s just Noodles being done with it all. He’s putting Max in the past and choosing to believe in his own reality. It was such an interesting response, but seeing what transpired and what Noodles has become in his old age, it makes sense. As a final “Fuck you”, he lightly calls him crazy again, and it almost brings out the old Max. It’s funny because we know Noodles knew exactly what he was doing there. You already know Max’s skin was crawling when he said that because the last time they spoke, almost thirty years before, Max beat him down for saying that exact statement to him because of his father going to a nuthouse and him never wanting to be associated with it. It was an excellent callback to an extraordinary scene. He left the room like a boss too, choosing to let Max live through his own suffering and misery over shooting Max for revenge because it would allow him to escape it all. It’s all finalized with a beautiful parting line in which he tells Max he wishes the investigation ends up being nothing because “it would be a shame to see a lifetime of work go to waste”.

What a line!

Usually, I don’t note child actors when I do the summary of films I watch unless they’re the stars of the movie, but I had to note them directly here because they were essential to the final product. The look of each actor almost perfectly represented the adult they were playing. The casting director should’ve gotten a big bonus. However, it wasn’t just the look. Something needs to be said about the professionalism of these child actors. They really studied the characters and adults they were mimicking. I completely believed in the raw and gritty scenes of their upbringing, and it made a lot of sense as to why Noodles, Max, Deborah, and the rest of the gang grew up to be the people they became. The young Jennifer Connelly was surprising in particular. At first, she seemed a bit unemotional, or a bit stunted in the manner she was delivering lines. She felt off a beat from Scott Tiler’s young Noodles. However, after watching what Elizabeth McGovern did with the older Deborah (playing the role quiet, more subdued and controlled, speaking in a soft manner, etc.), I realized how well Connelly actually did in replicating that after a retrospective viewing. Everyone carefully studied their role, from mannerisms to personalities, and it showed. By the end, it feels like we had a documentary film crew follow these guys around for fifty years. They were phenomenal and like I said earlier with Rusty Jacobs, they did the brunt work. They made the narrative’s presentation so much easier for the characters transitioning into adulthood because of how well the performances are here. Everything made sense as to what they would become.

Even if the kid stuff was filmed first and the adults tried to replicate it, the point still stands. Every actor involved nailed their role seamlessly to make it seem like they are the same people. It was incredible work by everyone involved.

Let’s go back to the Oscar talk before we close. The score of Ennio Morricone was one of the more graceful pieces of music artistry ever put to film. It solidified this gangster epic, with incredibly emotional, beautiful, and unforgettable pieces that will forever make you think as you smile to yourself, “Ah yes, I remember that. That’s Once Upon a Time in America“. When coupled with Tonino Delli Colli’s cinematography, this movie covered every piece of the pie. After this, the actors could’ve been a wild pack of dogs, but the movie still would’ve been worth watching because of how well the film was shot. The opium den scenes are exactly what I’m talking about when I say something like this. They were so strange but yet, sensational. Some location shots were absolutely breathtaking too. The shot of the young crew walking on a quiet street with the Manhattan Bridge behind them was pure art. Shots like that, and others like the friends watching Max go to jail while standing in front of a gigantic brick wall, showing the size differential between the two, gives you the feeling you’re watching a transcendent film. It’s purely a chef’s kiss when combined with Morricone’s score. Here’s a perfect example of everything at play. This movie is a slow-moving work of art in general, but the real artistry is Colli’s vision for the look and feel of the locations used and how the scenes are shot (along with Leone putting it all together in such a monumental fashion). Cinematography tends to stand out to me very rarely when it’s not a science fiction movie but ironically enough, what was done with Once Upon a Time in America was otherworldly. It’s Leone’s canvas, but Colli and Morricone helped him paint this picture.

It’s dark, it’s graphic, it’s violent, it’s sad, and it’s unforgiving, Sergio Leone’s Once Upon a Time in America is one hell of a swan song for the all-time great director. It may be long and confusing, but it’s engaging, powerful, and an experience that makes you feel like you watched something special, capped off with an ending that would give you goosebumps. This is a must watch for any fans of the gangster epic or mafia film genres.