Michael Sragow’s review of the director’s cut of Once Upon a Time in America appeared in the March 5, 1985 edition of The Boston Phoenix and appears here with the author’s permission.

Now that it’s arrived in its uncut, 227-minute, director-approved form, Sergio Leone’s Once Upon a Time in America emerges as a pulp masterwork—at once the simplest and most indescribable of movies. In a sense, it’s just what the title indicates: a bloody American fairy tale, the gangster movie to end all gangster movies, just as Leone’s Once Upon a Time in the West (‘69) was the ne plus ultra of Westerns. It’s about the children of immigrants scraping the bottom of the American melting pot, on New York’s Lower East Side. It’s about a Jewish criminal kingpin, David “Noodles” Aaronson, who dreams of greatness “once upon a time” and spends the rest of his time wondering why his salad days wilted. Most of all, it’s about time itself, and how Noodles learns that it’s more important to start making sense of your own life, your own history, than it is to cream the competition. And as Noodles, Robert De Niro gives his fullest, most richly textured performance since Taxi Driver (’76); he is once again the Great American Actor.

When it was first released, the film was slammed by most critics (myself included); only after this version began wending its way from city to city did it begin turning up on Ten Best lists. You may wonder how a movie could seem so different with eighty-three minutes added. After all, it was easy to see the greatness of The Seven or Children of Paradise even when they were initially shown in severely truncated forms. The answer is twofold. First, this is not the kind of classically controlled work those films were but a bold, lunging effort by an idiosyncratic artist who needs the freedom to sprawl—sometimes self-indulgently, often gloriously. And second, the editors of the studio-approved short version eliminated Leone’s (i.e., Noodles’s) point of view. They showed a killer instinct for every second of screen time that imbued Leone’s narrative with its coherence—and its guttural, poetic intensity.


What played the theaters originally was a failed attempt to put a yarmulke on The Godfather: a blow-by-blow account of the rise and fall of Jewish criminals roughly modeled on Siegel and Meyer who start out rolling drunks and achieve their peak as Prohibition bootleggers. What you see in Leone’s version is an audacious combination of shoot-’em-up and memory play: all the gang’s tie-ins with rackets and unions, all the double-crosses and contract hits are filtered through Noodles’s mind. The movie is framed by his getting stoned in an opium den, and the story skips and jumps across decades, from 1933 to 1968 to 1923 and back again, as Noodles plays Chinese checkers with his past.

In a fairy tale, of course, time is conquered: once the ogre, the wolf, or the wicked stepmother is defeated, the hero is free to live happily ever after—at least until the next challenge. Once Upon a Time in America is a film noir fairy tale, and it puts Noodles in that existential prison shared by hard-boiled heroes and villains alike. For most of the movie he’s “doing time,” whether he’s in jail or out of it, and the main antagonist is memory. Even after serving out his sentence for stabbing a cop and killing a competing gangster who had murdered one of his best buddies, Aaronson is haunted by wrong turns and misfires. Not only does he fail to win his upwardly mobile childhood sweetheart, Deborah (Elizabeth McGovern), but in his baffled mixture of anguish and rage he destroys their love by raping her. Not only does he fail to save his hyperactive partner, Max (James Woods), from self-destruction, he is also responsible (he thinks) for Max’s murder. This prisoner of time rehabilitates himself three and a half decades after these disasters, when he finally looks the people he’s let down in the face. To his surprise, he discovers that he’s been truer than they to their shared childhood loyalties. In retrospect he realizes that his life has been an honorable saga: the tragedies he took on his own shoulders were not solely of his making. He learns that everyone’s life is in part a work of fiction, a reordering of the past to make the present livable; and he writes himself a mellow epilogue, a wise old man’s version of happily-ever-after.


Another director might have turned the same material into a rags-to-riches-to-rags story. Leone transcends clichés through reverie and metaphor, and through a layering of the action that treats the story’s several eras like double and triple exposures. He starts in medias res, on the eve of Prohibition’s end. Noodles, hoping to prevent Max from trying to rob the Federal Reserve Bank, tips off the cops to the gang’s last bit of bootlegging. The plan backfires as Max and the other two musketeers, Patsy (James Hayden) and Cockeye (William Forsythe), end up as corpses in the street. Brutal gunsels murder Noodles’s mistress (Darlanne Fleugel), torture speakeasy owner and gang mascot Fat Moe (Larry Rapp), and almost trap Noodles in the opium den. He escapes and hurries to a locker that’s supposed to hold the gang’s money. The briefcase locked inside is stuffed with newspapers instead. He has only enough cash for a one-way ticket to Buffalo. All this is suggested in bursts of action that alternate with glancing audiovisual brushstrokes—glimpses of a coffin-cake labeled PROHIBITION, the blaring of a phone that seems to ring for hours.

We don’t even see Noodles’s 35 years of exile: Leone cuts straight to his return, in 1968. Confused by a mysterious summons from a rabbi, Noodles finds his way back to Fat Moe’s, now no longer a kosher deli or a speakeasy, just a timeworn pub—but still with the same Fat Moe. As the two friends put their heads together, the mystifying flow of action starts to cohere. Fat Moe leads Noodles to a back-room apartment adorned with pictures of their old friends, including the famous actress Deborah, the only one to become a big shot. Noodles loosens a brick in a bathroom/storeroom wall and is transformed into the “little cockroach” who used to spy on Deborah as she danced in the warehouse and wiggled out of her tights. Now it’s 1923, the year when his life was formed, and Leone’s extraordinary cinematographer, Tonino Delli Colli, irradiates the heavy earth-and-soot tones of the ghetto re-creations with an elegiac light. We see the young Noodles (Scott Tiler) as a leader among street kids, getting pocket money out of petty crime while, unseen, his father prays and his mother cries. We see him long in vain for the pristine Deborah (Jennifer Connelly) but settle for Peggy (Julie Cohen), who sells her favors for a charlotte russe a shot. We see him team up with new-boy-in-town Max (Rusty Jacobs) to embarrass Whitey the crooked cop (Richard Foronjy) and Bugsy (James Russo), the neighborhood’s top thug. And we see him commit homicide to avenge his tiny friend Dominic (Noah Moazezi), who falls down and dies in Noodles’s arms with the pathetic words “Noodles—I slipped.”

It’s in this flashback section that you first notice the film’s biggest problem: aside from scraps of Yiddish and cracks about delicatessen food, there’s nothing Jewish about these hoodlums. In fact, they occasionally imitate stage Italians: when Max is at the peak of his glory he buys the throne of a 17th-century pope. What turns Leone on are the pictorial possibilities of the ghetto—Chasidic robes and side curls here, Yiddish and Hebrew storefronts there. But it’s to his credit that such primal scenes of tenement life as the young boy reading Martin Eden in the common lavatory—and ending up playing “looksies, not feelsies” with Peggy—reach the American screen for the first time, despite their presence throughout immigrant literature.

The crux of the movie, though, is not in its social cataclysms but in the metamorphosis of Noodles from a “little cockroach” into a man, the evolution of the reflexes that govern his existence. In an oft-repeated phrase, he and his buddies refuse to “take it up the ass,” to be unmanned by the Law or their competitors or their women. Max establishes himself as the hothead, Noodles as his steady “Uncle”; and “Uncle” slowly takes on the stature of a Homeric epithet. Motifs that at first look fragile assume their proper weight with repetition, as when Max steals a watch and warns Noodles that he’s going to mess with his “time.” And in Leone’s hands, the everlasting aches of Noodles’s life tug at our hearts too—not just Dominic’s death, but Deborah’s special reading of the Song of Solomon, with lines like “He is altogether lovable… but he’ll always be a two-bit punk, so he’ll never be my sweetheart.” Whenever the movie focuses on Noodles it’s lucid and compelling. In the middle and culminating sections of the film, De Niro gives a moving interpretation of melancholia and aging, aided by one of the all-time great makeup jobs (credited to Nilo Jacoponi, Manlio Rocchetti, and Gino Zamprioli). From the moment he’s released from prison, Noodles is a haunted man, and De Niro manages to make his ghosts real to us. It’s a subtle performance (but not, as with most of his other recent performances, so subtle that it disappears). What De Niro gets across in split seconds of hesitation and indecision is that for the eternally arrested Noodles every pleasure and pain is filtered through childhood recollections.

Leone can’t always sustain the film’s odd aura of violent meditation. You may find yourself looking forward to his jolting spurts of action or, even better, to those seconds of tense anticipation when the clink of a spoon on a coffee cup threatens to turn into a death knell. A couple of plot strands still don’t lead anywhere in this version, especially the entrance of the Max-Noodles gang into union organizing. (Reportedly, Leone has prepared a 265-minute version for Italian television; maybe it’ll make sense there.) And Leone’s emotional breadth isn’t as rich as his vision. He has a genre director’s view of character: his audacity, here as in his Westerns, is to present his violent heroes without apology and to show their violence extending into their emotional and sexual bonds. Tuesday Weld, for example, does an unsettling turn as Max’s steady girl—a sort of loyalist slut. Leone doesn’t enthrall you, as Peckinpah and Penn do, with how much humanity he finds in murderers; rather, he stuns you (and occasionally outrages you) with his willingness to pursue their single-minded logic to extremes. Yet there are moments in this movie so breathtakingly daring, so grand, that they’re romantically transcendent. When the grown Noodles impresses Deborah by hiring a Long Island oceanfront restaurant out of season, complete with retinue and band, it’s a Jazz Age vignette worthy of Fitzgerald. And the director’s feeling for the size of his criminals, and the size of their guilty consciences, makes this movie something more. It’s an amazing combination of pulp and Proust: Leone’s Remembrance of Crimes Past.

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