Once Upon a Time in America

Once Upon a Time in America (C'era una volta in America)
Directed by	Sergio Leone
Produced by	Arnon Milchan
Written by	Novel: Harry Grey Screenplay: Franco Arcalli Leonardo Benvenuti Piero De Bernadi Franco Ferrini Ernesto Gastaldi Stuart M. Kaminsky Sergio Leone Enrico Medioli
Starring	Robert De Niro James Woods Elizabeth McGovern William Forsythe James Hayden Tuesday Weld Treat Williams Joe Pesci Burt Young Brian Bloom
Music by	Ennio Morricone
Cinematography	Tonino Delli Colli
Editing by	Nino Baragli
Studio	Embassy International Pictures (now Regency Enterprises)
Distributed by	The Ladd Company, thru Warner Bros. (USA) Producers Sales Organization (non-USA)
Release date(s)	June 1, 1984 (USA)
Running time	Original Version (Early Script) 322 Min Definitive Version (Final Script) 270 Min European Version (Re-Edited Script) 229 Min American Version 139 Min
Country	United States Italy
Language	English Italian
Budget	$20 million (approx.)
Gross revenue	$5,321,508

Once Upon a Time in America is a 1984 epic crime film directed and co-written by Sergio Leone and starring Robert De Niro and James Woods. The story chronicles the lives of Jewish ghetto youths who rise to prominence in New York City's world of organized crime. The film explores themes of childhood friendships, love, lust, greed, betrayal, loss, broken relationships, and the rise of mobsters in American society.

The film premiered out of competition at the 1984 Cannes Film Festival^[1] in its original running time of 229 minutes (3 hours 49 minutes). However, against Leone's wishes, it was released in the United States in a heavily edited and truncated version (almost ninety minutes shorter than the original version released in Europe). The short version eliminates the elaborate flashback structure of the film, instead placing all of the scenes in chronological order. Leone was reportedly heartbroken by the American cut, and never made another movie before his death in 1989, making this his final film.

Contents 1 Plot 1.1 1920s 1.2 1930s 1.3 1968 1.4 1933 2 Cast 3 Production 3.1 Casting 3.2 Filming 4 Runtime 5 Film versions 5.1 Abridgments 5.2 DVD releases 6 Soundtrack 6.1 Track listing 6.2 Other information 7 Critical reception 7.1 Awards and nominations 7.2 Reception and legacy 8 See also 9 References 10 Bibliography 11 External links

Plot

1920s

David "Noodles" Aaronson struggles to survive as a poor street kid in the Jewish ghetto of Williamsburg, Brooklyn in the early 1920s. His gang consists of Patrick "Patsy" Goldberg, Phillip "Cockeye" Stein, and little Dominic. They work for Bugsy, a local hood, until they meet Max Bercovicz and become an independent operation under his and Noodles' leadership. Noodles has a fruitless flirtation with Deborah Gelly (Jennifer Connelly), who aspires to be a dancer and actress. Bugsy's gang attacks and Dominic is shot fatally. Noodles retaliates by stabbing Bugsy to death with a switchblade. Police officers intervene, and Noodles stabs one of them. He is sent to prison, and Max is left in charge on the outside.

1930s

Eleven years later, Noodles (now played by Robert De Niro) is released from jail in 1932 and becomes reacquainted with his old gang: Max (James Woods), Patsy (James Hayden) and Cockeye (William Forsythe), who are major players in the bootlegging industry during Prohibition. After briefly reuniting with other acquaintances such as Deborah (now played by Elizabeth McGovern), her brother Fat Moe (Larry Rapp), who runs the speakeasy, and Peggy (Amy Ryder), the gang is recruited by a Detroit mobster, Joe (Burt Young), through the auspices of a local mobster, Frankie Minaldi (Joe Pesci) to steal a shipment of diamonds from an insurance dealer. Carol (Tuesday Weld), the jeweler's secretary, is in on the job and goads Noodles into "raping" her (with her complicity) during the robbery. During an exchange at an abandoned dockyard, Joe and his henchmen are gunned down in a surprise hit by the gang; Frankie Minaldi had arranged the hit to eliminate the competition from Detroit. Leaving the scene, Noodles argues that Max said nothing to him about killing the mobsters, reminding him that they never planned to work for anybody. This is the first sign of the rift between Noodles and Max, which is one of the two themes of the story: the second being Noodles' doomed relationship with Deborah.

The gang becomes involved in Mafia matters, getting into a steel workers' strike on the side of unionist Jimmy Conway O'Donnell (Treat Williams), protecting him against a steel tycoon's thugs. The crew also deals with the corrupt Police Chief (Danny Aiello) by switching the identity of the Chief's newborn son in the maternity ward. Carol becomes reacquainted with the gang and falls for Max. Noodles tries to impress Deborah on an extravagant date, but he is left feeling rejected when she tells him she is leaving the following night for the West Coast where she plans to further her acting career. He rapes her in the back seat of a limousine, and after Deborah leaves, he is left regretting what he has done.

Max is eager to advance his gang's position, despite Noodles' objections. After Prohibition is repealed, Max suggests that they rob the Federal Reserve Bank, but Noodles sees it as suicidal. He is convinced by Carol to tip off the police about a planned liquor run to keep Max from pulling the bank heist. During a farewell party for Fat Moe's speakeasy, he makes an anonymous phone call to the authorities, and he ends up getting beaten up by Max after calling his plans "crazy." Later, Noodles learns that Max, Patsy, and Cockeye are all killed in a gunfight after getting cornered by the police. He is consumed with guilt for having made the phone call.

Noodles' new girlfriend Eve (Darlanne Fluegel) is murdered by the Syndicate, and Fat Moe is beaten nearly to death before revealing the traitor's whereabouts. After hiding out in an opium den, Noodles escapes his pursuers and saves Moe's life. Having retrieved the key to the locker, he makes his way to the gang's money hoard. Noodles is shocked to discover that the money is missing, and he flees to Buffalo, where he lives for decades under an assumed name.

1968

In 1968, a gray-haired and world-weary Noodles returns to New York City where he goes to stay with Fat Moe at his Diner. Noodles shows Moe a letter he received from the local rabbi notifying him that the cemetery where his three friends were buried has been sold for development. The letter offers relatives and friends of the deceased the opportunity to have their remains interred elsewhere. Moe tells Noodles that he got a similar letter on account of his father some eight months previously. Noodles explains that the late delivery of the letter, coupled with the fact that the bodies of Max, Patsy and Cockeye have long since been removed to an exclusive private cemetery, is the reason why he has come back out of hiding. Fat Moe asks:

"What's this all mean?"

Noodles answers: "It means, 'Noodles, though you've been hiding in the asshole of the world, we found you. We know where you are.' It means, 'Get ready.'"

At the mausoleum where his friends have been reburied, Noodles discovers a key hanging on a plaque dedicating the monument to them in his name. It is similar to the one he and his childhood friends shared for the train station locker they used as an informal bank throughout their career as mobsters. When he goes to the station, he finds the locker contains a suitcase full of cash and a note to the effect that it is advance payment on his next job.

Noodles goes to see an elderly Carol who is living or working at an institution run by the Bailey Foundation. The establishment looks like a hospital or a home for the aged. Carol tells Noodles that Max triggered his own death as well as the killing of Patsy and Cockeye by opening fire at the police that night.

As they talk, Noodles inspects a group photograph from the opening day of the institution where an older Deborah can be seen very clearly sitting, pride of place, in the centre of the front row. Carol is not sure who she is, referring to her as a famous actress and the patron saint of the institution.

Noodles visits Deborah in her dressing room where she is taking off her make-up following a performance of Antony and Cleopatra. Deborah becomes agitated as Noodles begins to question her about the politically embattled Secretary Bailey who featured, obliquely, in a sequence of televised news reports earlier. Noodles is impatient as Deborah recites a few details known to just about anyone who reads the papers, challenging her that she has been living with him for years. Noodles mentions he has an invitation to 'a party on Long Island' on Saturday night, although it is never clear exactly where or when that invitation was issued. Deborah advises him not to go, becoming frantic when they are interrupted by a knock on the dressing room door. The voice of a young man calls her by name. She asks him to wait, begging Noodles to leave by the back door, to go and not look back.

Noodles defies her, choosing to leave the way he came in and is shocked to be confronted by a young man bearing a striking resemblance to Max at the same age. Deborah introduces him as Secretary Bailey's son: "His name is David, just like yours."

Noodles' final visit is his attendance at Secretary Bailey's party where Secretary Bailey turns out to be none other than Max himself. He is now under investigation for corruption and decides to settle an old debt by hiring Noodles to assassinate him. Upon meeting his old friend after more than thirty years, Noodles learns that the planned liquor raid was a Syndicate operation, but he politely refuses to kill 'Bailey' despite Max's confession that he betrayed him, stole the money and even 'stole' his woman. Before leaving, he tells Max that his betrayal was meant to save his life. Max, consumed with guilt, presumably commits suicide by throwing himself into the rear end of a passing garbage truck.

1933

Noodles goes to an opium den following the loss of his friends. As he settles into his dream, his expression appears to shift from glazed relaxation through a faint glimmer of realisation before cracking into a final, broad grin which is frozen for the end titles.

Cast

Character	Actor (adult)	Actor (adolescent)
David "Noodles" Aaronson	Robert De Niro	Scott Tiler
Maximilian "Max" Bercovicz and Christopher Bailey	James Woods	Rusty Jacobs
Deborah Gelly	Elizabeth McGovern	Jennifer Connelly
Patrick "Patsy" Goldberg	James Hayden	Brian Bloom
Philip "Cockeye" Stein	William Forsythe	Adrian Currie
Carol	Tuesday Weld
Moe "Fats" Gelly	Larry Rapp
Frankie Minaldi	Joe Pesci
James Conway O'Donnell	Treat Williams
Bugsy	James Russo
Peggy	Amy Ryder
Joe Minaldi	Burt Young
Chief Vincent Aiello	Danny Aiello
Eve	Darlanne Fluegel
Dominic	Noah Mozelli
Chicken Joe	Richard Bright

Production

During the filming of Once Upon a Time in the West, Sergio Leone read the novel The Hoods, written by Harry Grey, a pseudonym for a former gangster-turned informant whose real name was Harry Goldberg.^[2] Leone became intent on making another trilogy about America.^[2] He turned down an offer from Paramount Pictures to direct The Godfather in order to pursue his pet project. Grey finally met Leone several times in the '60s and '70s, and was a fan of Leone's Westerns. Before his death in 1982 he ultimately agreed to the adaptation. Part of the reason why the production took so long was that another producer had the rights to the novel and refused to relinquish them until the late 1970s.

The movie begins and ends in 1933, with Noodles hiding out in an opium den from Syndicate hitmen. Since the last shot of the movie is of Noodles in a smiling, opium-soaked high, the film can be interpreted to have been a drug-induced fantasy or dream, with Noodles remembering his past and envisioning the future. In an interview by Noël Simsolo published in 1987, Leone himself confirms the validity of this interpretation, saying that the scenes set in the 1960s could be seen as an opium dream of Noodles.^[3] In his commentary for a DVD of the movie, film historian and critic Richard Schickel states that opium users often report vivid dreams and that these visions have a tendency to explore the user's past and future.^[4]

Casting

Leone considered many actors for the film during its long development process. Originally in 1975, Gérard Depardieu, who was determined to learn English with a Brooklyn accent for the role, was cast as Max with Jean Gabin playing the older Max. Richard Dreyfuss was cast as Noodles with James Cagney playing the older Noodles. In 1980, Leone spoke of casting Tom Berenger as Noodles with Paul Newman playing the older Noodles. Among the actors considered for the role of Max were Dustin Hoffman, Jon Voight, Harvey Keitel, John Malkovich and even, reportedly, John Belushi.

Early in 1981, Brooke Shields was offered the role of Deborah Gelly, after Leone had seen The Blue Lagoon, claiming that "she had the potential to play a mature character." A writers' strike delayed the project, so Shields withdrew before auditions began. Elizabeth McGovern was cast as Deborah and Jennifer Connelly as her younger self.

Joe Pesci was among many to audition for Max. He did get the smaller role of Frankie, partly as a favor to his friend De Niro. Danny Aiello also auditioned for several roles and was ultimately cast as the police chief who (coincidentally) shares his surname. Claudia Cardinale (who had appeared in Leone's Once Upon a Time in the West) wanted to play Carol, but Leone was afraid she would not be convincing as a New Yorker and turned her down.

Filming

The film was shot between June 14, 1982 and April 22, 1983. Leone also tried, as he had with A Fistful of Dynamite, to produce the film with a younger director under him. In the early days of the project he courted John Milius, a fan of his who was enthusiastic about the idea; but Milius was working on The Wind and the Lion and the script for Apocalypse Now, and could not commit to the project. For the film's visual appearance, Leone used as references the paintings of such artists as Reginald Marsh, Edward Hopper, and Norman Rockwell, as well as (for the 1922 sequences) the photographs of Jacob Riis. F. Scott Fitzgerald's famous novel The Great Gatsby also influenced the characterization of Noodles (or at least his relationship with Deborah). The famous view of the Manhattan Bridge shown in the movie's official poster can be seen from Washington Street in Brooklyn.^[5]

Runtime

The original shooting-script, completed in October 1981 after many delays and a writers' strike that happened between April and July of that year, was 317 pages in length. At the end of filming, Leone had about 8 to 10 hours' worth of footage. With his editor, Nino Baragli, Leone trimmed this down to about almost 6 hours, and he originally wanted to release the film in two movies with three-hour parts.^[6] The producers refused (partly due to the commercial and critical failure of Bertolucci's two-part Novecento) and Leone was forced to further shorten the length of his film, resulting in a completed (i.e. scored, dubbed, edited, etc.) film of 229 minutes.^[6]

Many people (including film critic Richard Schickel, who records the film's DVD commentary) assume that the flying disc scene was part of a longer sequence.^[7] Roger Ebert stated that the purpose of the frisbee scene is to establish the 1960s timeframe.^[8]

One persistent change involved the young Noodles spying on a nude young Deborah, given that Jennifer Connelly was 12 years old at the time of filming. However, a woman named Margherita Pace was credited as young Connelly's body double^[9].

Film versions

Abridgments

There are three abridged versions of the film, none of which are currently available:

• The 227 minute version — When the 'complete' film was shown in America, it still had to be trimmed slightly to secure an 'R' rating. Cuts were made to the two rape scenes, and some of the violence at the beginning. Noodles' childhood flashback during his meeting with Bailey in 1968 was also excised.
• A network television version of three hours (without commercials) was briefly available in the early-to-mid-1990s, which retained the film's non-chronological order but still left out several key scenes. This version has recently turned up in viewings of the film for the AMC TV channel.
• The infamous 134 minute American version was the version given wide release in America. Heavily edited by the Ladd Company against Leone's wishes, the film's story was rearranged in chronological order. Most of the major cuts involved the childhood sequences, making the 1933 sections the most prominent part of the film. Noodles' 1968 meeting with Deborah was excised, and the scene with "Secretary Bailey" ended with him shooting himself (albeit offscreen), rather than the famous garbage truck conclusion of the 229-minute version. This version flopped in the US and many American critics, who knew about Leone's original cut, attacked the short version viciously. Some critics compared shortening the film to shortening Richard Wagner's operas (some of which run over 5 hours), saying that works of art that are meant to be long should be given the respect they deserve. This shortened version, while briefly on VHS in the 1980s, is in little demand and almost impossible to find.

In the Soviet Union, the film was theatrically shown in the late 1980s, along with other Hollywood blockbusters such as the two King Kong movies. The story was rearranged in chronological order and the movie was split in two parts, one containing all childhood scenes and the other for adulthood scenes. The parts were run as two separate movies.^[10] Except the rearrangement, no major deletions were made, and the film was rated as "16+" by the Goskino. This version has never made it on the Russian TV; the full PAL version was shown and is available on DVD.

DVD releases

The film was released in the late '90s on a poor quality, pan and scan release with no special features aside from the original trailer and brief cast listing. The two-disc special edition was released on DVD in June 2003 and was a bestseller on Amazon.com for several weeks. The result has been hailed as having excellent image quality, partly due to the high bitrate, which places the release on a level with most superbit DVDs. However, it has been criticized for its limited extras (a Richard Schickel commentary, photo gallery and a twenty-minute excerpt from a Leone documentary) and the fact that, being spread out on two double-layer disks, disc one ends very abruptly, during an action sequence. More importantly, it has also been strongly criticized for not including the original mono soundtrack. According to those who were in attendance, this is how the film ran at its Cannes premiere; the first half of the film ended as it does on DVD. The VHS two-tape edition of the film cuts after Noodles drove the car into the river. After this, an end of part 1 title card appeared on screen. The film’s 'Intermission' does not occur until 40 minutes into disc two, so it is argued that placing the break later would have meant compressing disc one far more heavily.

The Italian DVD has also been highly criticized, as the original Italian dubbing directly supervised by Sergio Leone was not used (due to it being recorded in mono). It only included a new dub with different voice actors, created especially for the DVD release.

There was a DVD version of the full uncut film, including the complete rape scene, produced in Brazil with English and Portuguese language tracks as well as subtitles in both languages. This version, Once Upon A Time In America [Brazil Extended Version] , is out of print. A later Brazilian version is heavily censored including blurring of the nude woman who pretends to be dead in the back of the hearse.

Soundtrack

Once Upon a Time in America
Soundtrack by Ennio Morricone
Released	October 17, 1995
Genre	Contemporary classical
Label	Musicrama / Koch
Producer	Ennio Morricone

The music was composed by Leone's long-time collaborator, Ennio Morricone. Due to the film's unusually long gestation, Morricone had finished composing most of the soundtrack before many scenes had even been filmed. Some of Morricone's pieces were actually played on set as filming took place (a technique that Leone had used for Once Upon a Time in the West). "Deborah's Theme" was in fact originally written for another film in the 1970s but rejected; Morricone presented the piece to Leone, who was initially reluctant, considering it too similar to Morricone's main title for Once Upon a Time in the West.

Track listing

1. "Once Upon a Time in America"
2. "Poverty"
3. "Deborah's Theme"
4. "Childhood Memories"
5. "Amapola"
6. "Friends"
7. "Prohibition Dirge"
8. "Cockeye's Song"
9. "Amapola, Pt. 2"
10. "Childhood Poverty"
11. "Photographic Memories"
12. "Friends"
13. "Friendship & Love"
14. "Speakeasy"
15. "Deborah's Theme-Amapola"
16. "Suite from Once Upon a Time in America (Includes Amapola)"
17. "Poverty [Temp. Version]"
18. "Unused Theme"
19. "Unused Theme [Version 2]"

Other information

Besides the original music, the movie also used several pieces of "found" (source) music, including:

• "God Bless America" (written by Irving Berlin, performed by Kate Smith - 1943) - Plays over the opening credits from a radio in Eve's bedroom and briefly at the film's ending. Incidentally, the recording of the song used was not sung until 1943, for the film This is the Army, so its use is a slight anachronism on Leone's part.
• "Yesterday" (written by John Lennon and Paul McCartney - 1965) - A muzak version of this piece plays when Noodles first returns to New York in 1968, examining himself in a train station mirror. An instrumental version of the song also plays briefly during the dialogue scene between Noodles and "Bailey" towards the end of the film.
• "Amapola" (written by Joseph LaCalle (American lyrics by Albert Gamse) - 1923) - Originally an opera piece, several instrumental versions of this song were played during the film; a jazzy version which played on the gramophone danced to by young Deborah in 1922; a similar version played by Fat Moe's jazz band in the speakeasy in 1932; and a string version, during Noodles' date with Deborah. It has been suggested that Leone used this piece after hearing a version of it in the film Carnal Knowledge, though this has not been confirmed. Both versions are available on the soundtrack.
• "La gazza ladra" overture (Gioachino Rossini - 1817) - Used during the famous baby-switching scene in the hospital.
• "Night and Day" (written and sung by Cole Porter - 1932) - Played by a jazz band during the beach scene before the beachgoers receive word of Prohibition's repeal and during Secretary Bailey's party in 1968.
• "St. James Infirmary Blues" is used during the during the prohibition 'funeral' at the gang's speakeasy.

Once Upon a Time in America is widely regarded as Morricone's best work, but was disqualified, on a technicality, from Oscar consideration.^[11] In the original American print, Morricone's name was accidentally omitted from the opening credits by the producers.

One of the unique aspects of this score is Ennio’s incorporation of Gheorghe Zamfir, who plays a pan flute. At times this music is used to convey remembrance, at other times terror. Zamfir’s flute playing was also used to haunting effect in Peter Weir’s Picnic at Hanging Rock.^[12]

Critical reception

Awards and nominations

British Academy of Film and Television Arts

• Best Costume Design- Gabriella Pescucci "Won"
• Best Score- Ennio Morricone "Won"
• Best Director- Sergio Leone
• Best Supporting Actress- Tuesday Weld

Golden Globes

• Best Director- Sergio Leone
• Best Original Score- Ennio Morricone

Los Angeles Film Critics Association

• Best Music- Ennio Morricone

Reception and legacy

The film premiered at the 1984 Cannes Film Festival in April^[1] and, according to Howard Hughes´ book Crimewave: A Filmgoer's Guide to Great Crime Movies, received a "15 minute standing ovation".^[6] Several sneak premieres in Canada and the US gained a mixed reception at best (some suspect due to studio tampering). The film was then cut again — without the supervision of Sergio Leone — to 139 minutes for cinema distribution in the United States.^[6] Roger Ebert wrote in his 1984 review that the uncut version was "an epic poem of violence and greed" but described the American theatrical version as a "travesty".^[13]

The uncut version of the film is considered to be far superior to the severely-edited version shown in America. James Woods, who considers Once Upon a Time in America Leone's finest work, mentions in the DVD documentary that one critic dubbed the film the worst of 1984, only to see the original cut years later and call it the best of the 1980s. Ebert, in his review of Brian DePalma's The Untouchables, called the original uncut version of Once Upon a Time in America the best film depicting the Prohibition era.^[14] When Sight & Sound asked several UK critics what their favorite films of the last 25 years were in 2002 as a reaction to its earlier poll, Once Upon a Time in America was placed number 10.^[15]

See also

• Once Upon a Time in the West
• A Fistful of Dynamite

References

Bibliography

• Hughes, Howard (2002). Crime Wave: The Filmgoers' guide to the great crime movies. 

External links

• Once Upon a Time in America at the Internet Movie Database
• Once Upon a Time in America at Box Office Mojo
• Once Upon a Time in America at Allmovie
• Roger Ebert's 1984 Review
• A site dedicated to the film

Films directed by Sergio Leone 1960s The Colossus of Rhodes (1961) • A Fistful of Dollars (1964) • For a Few Dollars More (1965) • The Good, the Bad and the Ugly (1966) • Once Upon a Time in the West (1968) 1970s A Fistful of Dynamite (1971) 1980s Once Upon a Time in America (1984)