9 / 10
Official trailer
Once Upon a Time in America is Sergio Leone’s 1984 Italian-American crime epic. The film depicts the life of Jewish gangster David Noodles Aaronson across three time periods. The 1920s sequences show his Lower East Side youth as part of a teenage gang. The 1930s sequences depict his Prohibition era rise alongside friends Max, Patsy, and Cockeye. The 1968 sequences show his return to New York after thirty-five years of hiding to confront the consequences of his earlier choices. Robert De Niro plays the adult Noodles.
James Woods plays Maximilian Max Bercovicz. Elizabeth McGovern plays Deborah Gelly. Joe Pesci plays Frankie Manoldi. Burt Young plays Joe. Tuesday Weld plays Carol. Treat Williams plays union leader Jimmy Conway O’Donnell. Scott Tiler plays young Noodles. Rusty Jacobs plays young Max. Jennifer Connelly plays young Deborah. Leone and others wrote the screenplay based on Harry Gray’s 1952 semi-autobiographical novel The Hoods. Warner Bros. and the Ladd Company produced the film on a budget of approximately 30 million dollars.
Warner Bros. butchered this film for its American release, later decades had to restore it, and that history still makes my blood pressure climb. The full Leone cut is a sad, slow, enormous thing about memory and regret, and I think it’s the best gangster picture of its decade.
Sergio Leone’s final completed film, Once Upon a Time in America, concludes his Once Upon a Time trilogy after Once Upon a Time in the West (1968) and Duck You Sucker (1971). Leone spent over a decade developing the project. He completed the film at age fifty-five and died five years later without making another. The American distribution disaster has become foundational case study in studio interference with directorial vision.
Warner Bros. cut the original two-hundred-twenty-nine-minute European version down to one-hundred-thirty-nine minutes for American theatrical release, reordering scenes chronologically and removing major content. The American cut destroyed the film’s structural achievement. The original Leone cut has been restored across later decades. Audiences who have only seen the American version haven’t seen the actual film.
The American Cut Disaster
Warner Bros. determined that American audiences wouldn’t accept the European cut’s three-hour-forty-nine-minute runtime or its non-linear chronological structure.
The studio cut the film to one hundred thirty-nine minutes and reordered the surviving sequences into chronological order. The recut version eliminated approximately ninety minutes of footage and destroyed the temporal layering that gave the film its emotional architecture. The American version released theatrically worked as conventional gangster narrative instead of as Leone’s actual project.
Critical reception of the American cut was mixed to hostile. Critics who saw the European cut responded the opposite way and recognized a masterpiece. Later restorations, including the 2012 extended cut, have made something close to Leone’s version available.
What Warner Bros. did here was vandalism. They took a film about how memory folds back on itself, put it in date order and sold it as a regular gangster movie, and I think whoever approved that cut should have been kept away from scissors for life.
For Writers
Studios can destroy works through distribution decisions independent of the film’s actual quality. The same applies to creative work generally. Authority over how completed work reaches audiences matters as much as completing the work itself.
The Non-Linear Structure
Leone constructed the film through three interwoven time periods that the runtime moves between without conventional transitional markers.
The 1920s sequences depict the gang’s formation. The 1930s sequences depict Prohibition-era operations. The 1968 sequences depict aged Noodles returning to confront the past. The non-linear structure allows the film to argue that memory builds through association instead of chronology. Adult Noodles experiences his past as continuously present instead of as completed history.
The structure delivers the film’s thematic content. Conventional chronological order would have produced a film about how a gangster’s life unfolds over decades. Leone’s structure produces a film about how a gangster’s memory keeps working after he’s stopped acting on it. Noodles has spent thirty-five years hiding, and his memory hasn’t rested for a day of it. I think this is the boldest choice Leone ever made, and it’s the reason the film hurts the way it does. The American recut destroyed it by imposing chronological order.
For Writers
Structural choices carry thematic content that chronological reorganization can destroy. Novelists should keep this one in mind. The order in which the reader receives information shapes the meaning the information acquires.
The Opening Sequence
The film opens with an extended sequence in which gangsters searching for Noodles murder Eve, Noodles’s lover from the 1930s.
The camera holds on a ringing telephone for several minutes while the audience tries to determine when the ringing is occurring within the film’s chronology. The Ennio Morricone score plays continuously. Eventually Noodles answers the phone in an opium den. The phone ringing has been occurring throughout the opium induced reverie that the previous sequences depicted.
The opening establishes how the film will work. Time won’t progress conventionally, memory and reality will interweave, and music will carry continuity that narrative won’t. That ringing telephone tells me I’m in the hands of somebody who doesn’t care about my comfort, and I respect him enormously for it. It’s roughly fifteen minutes of disorientation, and opening with such a long, demanding sequence shows Leone’s confidence that the audience worth having would stay with him.
For Writers
Difficult openings can filter for audiences who will value the work. Similar logic applies to fiction. The work that begins by demanding patience from readers eliminates audiences who wouldn’t have valued the eventual payoff.
Craft Note
Sergio Leone died in 1989 at age sixty without completing his later planned production about the siege of Leningrad. His career produced seven completed films across approximately twenty years of directing. The relatively small body of work has acquired serious critical recognition. Some directors produce few films of high quality. Others produce many films of varying quality. Leone falls into the first category. The Italian cinema tradition of directors completing few but considerable productions remains different from American directorial career patterns.
Does Once Upon a Time in America still hold up?
Leone closed his Once Upon a Time trilogy with Once Upon a Time in America, his final completed film. The American distribution disaster destroyed the film’s structural achievement before later restorations made the actual work available.
The non-linear structure carries thematic content that chronological reorganization can destroy. The opening sequence shows Leone’s confidence that audiences who would value the picture could persevere through fifteen minutes of structural disorientation.
I give it a 9 because I can’t think of a gangster film that aches like this one, from Morricone’s score to De Niro’s aging Noodles coming back to face what he did. Only the full Leone cut counts, it asks a great deal of your patience, and the length and that punishing opening are the only things keeping it from a 10. Watch the restored version if you care about gangster cinema, Sergio Leone or what studios do to films they don’t understand.
