Once Upon a Time in America (1984)

Directed by Sergio Leone
Cinematography Tonino Delli Colli

Leone originally intended for the film to be released as two three-hour films but was convinced by distributors to shorten it to a single 229-minute film. The film’s American distributors, The Ladd Company, further shortened it to 139 minutes, and rearranged the scenes into chronological order, without Leone’s involvement. The shortened version was a critical and commercial flop in the United States, and critics who had seen both versions harshly criticized the changes that were made. The original “European cut” has remained a critical favorite and frequently appears in lists of the greatest gangster films of all time.


During the mid-1960s, Sergio Leone read the novel The Hoods by Harry Grey, a pseudonym for the former gangster-turned-informant whose real name was Harry Goldberg. In 1968, after shooting Once Upon a Time in the West, Leone made many efforts to talk to Grey. Having enjoyed Leone’s Dollars Trilogy, Grey finally responded and agreed to meet with Leone at a Manhattan bar. Following that initial meeting, Leone met with Grey several times throughout the remainder of the 1960s and 1970s to understand America through Grey’s point of view. Intent on making another trilogy about America, Leone turned down an offer from Paramount Pictures to direct The Godfather to pursue his pet project.


Leone considered many actors for the film during the 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 actors considered for the role of Max were Dustin Hoffman, Jon Voight, Harvey Keitel, John Malkovich, and 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, and 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 got the smaller role of Frankie, partly as a favor to his friend De Niro. Danny Aiello auditioned for several roles and was ultimately cast as the police chief who (coincidentally) shares his surname. Claudia Cardinale (who appeared in 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.


The film was shot between June 14, 1982 and April 22, 1983. Leone tried, as he had with A Fistful of Dynamite, to produce the film with a young 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 style, 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 novel The Great Gatsby influenced Noodles’ relationship with Deborah.


Most exteriors were shot in New York City (such as in Williamsburg along South 6th Street, where Fat Moe’s restaurant was based, and South 8th Street), but several key scenes were shot elsewhere. Most interiors were shot in Cinecittà in Rome. The beach scene where Max unveils his plan to rob the Federal Reserve was shot at the Don CeSar in St. Petersburg, Florida. The New York’s railway “Grand Central Station” scene in the thirties flashbacks was filmed in the Gare du Nord in Paris. The interiors of the lavish restaurant where Noodles takes Deborah on their date were shot in the Hotel Excelsior in Venice, Italy.The gang’s hit on Joe was filmed in Quebec. The view of the Manhattan Bridge shown in the film’s poster can be seen from Washington Street in Brooklyn.

The shooting-script, completed in October 1981 after many delays and a writers’ strike between April and July of that year, was 317 pages in length.


By the end of filming, Leone had eight to ten hours worth of footage. With his editor Nino Baragli, Leone trimmed this to almost six hours, and he originally wanted to release the film as two films with three-hour parts. The producers refused, partly because of the commercial and critical failure of Bertolucci‘s two-part 1900, and Leone was forced to further shorten it.The film was originally 269 minutes (4 hours and 29 minutes), but when the film premiered out of competition at the 1984 Cannes Film Festival, Leone had cut it to 229 minutes (3 hours and 49 minutes) to appease the distributors, which was the version shown in European cinemas. However, the American wide release was edited further to 139 minutes (2 hours and 19 minutes) by the studio, against the director’s wishes.


A sprawling, deliberately paced, and generally a superbly crafted piece of work

19 October 2003 | by MisterWhiplash (United States) – See all my reviews

It’s been said that when one watches a “spaghetti” western (one of the “Man with no name” films with Clint Eastwood) filmmaker Sergio Leone’s trademark cinema style and flair for clear storytelling is instantly recognizable. This is no truer than in his most ambitious effort, Once Upon a Time in America, in which his usage of close-ups, concise camera movement, sound transitions and syncs, and the sudden change in some scenes from tenderness to violence. And, he pulls it off without making the viewer feel dis-interested. Of course, it’s hard to feel that way when watching the cast he has put together; even the child actors (one of which a young Jennifer Connelly as the young Deborah) are believable. Robert De Niro projects his subtitles like a pro, with his occasional outburst in the right place; James Woods gives one of his first great performances as Max; Elizabeth McGovern is the heart of the film; and Joe Pesci should’ve had more than just a one scene appearance, thought it’s still good.


It’s a story of life-long friends, in the tradition of the Godfather movies with obvious differences, and the story cuts back and forth to Noodles (De Niro) in his old age returning from exile, looking back on his childhood in Brooklyn, his rise to power with his partners, and the twists come quite unexpectedly. The pace is slow, but not detrimental, and it gives the viewer time to let the emotions sink in. The story is also non-linear, and yet doesn’t give away facts to the viewer- this is something that more than likely influenced Tarantino (and many others) in style. By the end, every detail that has mounted up makes the whole experience rather fulfilling, if not perfect. Finally, I’d like to point out the exceptional musical score. Ennio Morricone, as it says on this site, has scored over four hundred films in forty years, including Leone’s movies. This would have to be, arguably, one of his ten best works- his score is equally lively, saddened, intense, and perhaps majestic for a gangster epic. Overall, it’s filled with the same spirit Leone had in directing the picture, and it corresponds beautifully- there are some scenes in this film that would simply not work without the strings. Grade: A


Make sure you get the director’s cut!

Author: Philip Van der Veken from Tessenderlo, Belgium
19 September 2004

Many people compare “Once Upon a Time in America” with “The Godfather”. In my opinion these two movies can’t be compared. Both are masterpieces in their own way, but each of them has a different style. You don’t compare a Picasso to Michelangelo’s Sixteen Chapel either, do you?

What is it that makes this movie a masterpiece? Well, first of all there is the director. Sergio Leone is a real master when it comes to creating a special atmosphere, full of mystery, surprises and drama… He’s one of the few directors who understands the art of cutting a movie in such a way that you stay focused until the end.


The way the movie was cut is also the reason why a lot of Americans don’t think this movie is very special. There are three versions, but only the European version is how the director imagined it to be. He didn’t want his movie to be shown in chronological order (1910’s – 1930’s – 1960’s), but wanted to mix these three periods of time. The studio cut the movie in chronological order, loosing a lot of its originality and therefor getting a lot of bad critics. If you want to see this film the way Sergio Leone saw it, you have to make sure you get the director’s cut.


The second reason why this movie is so great is the music. Ennio Morricone, who is seen as the greatest writer of film music ever, did an excellent job. Together with the images, the music speaks for itself in this movie. From time to time there isn’t said a word, but the music and the images on their own tell the story. He understood perfectly what Sergio Leone wanted and composed most of the music even before the movie was shot.

Last but not least there is also the acting and the script. The actors all did an excellent job. But what else can you expect from actors like Robert De Niro, Joe Pesci… They helped making this movie as great as it is by putting there best effort in it. The script helped them with it. It took twelve years to complete, but it hasn’t left any detail untouched. The writers really thought of everything when creating it.


I can really recommend this movie to everyone, but especially to people who like the gangster genre. When you want to see the movie, you better be sure that you will have the time for it. This isn’t a movie that is finished after 90 minutes. You’ll have to be able to stay focused during 3 hours and 47 minutes, which will certainly not be easy during the first 20 to 30 minutes. Some scenes at the beginning only make sense when you have seen the end of the movie. But when you are able to stay focused, you’ll find this one of the best movies you’ve ever seen. I certainly did and I rewarded it with a well deserved 10/10.


Leone’s ultimate film

Author: James Cheney from United States
16 May 1999

Sergio Leone’s films are all love letters to America, the American dreams of an Italian who grew up at the movies, who apprenticed with Wyler, and Aldrich, signed himself Bob Robertson, and gave us Clint Eastwood, Lee Van Cleef, Charles Bronson as we know them. Sadly, America didn’t always repay the compliment. Leone’s were “spaghetti westerns”, money makers to be sure, but deemed disrespectful of the great tradition of Ford, Walsh and Hathaway. Many critics and Holllywood insiders called his earlier Eastwood films cynical and violent bottom-line commercial exploitation. By the time that they caught on to Leone’s genuine popular appeal, the director had already moved on. And, his Once Upon a Time in the West was damned as pretentious, bloated, self-indulgent: an art film disguised as a Western, the Heaven’s Gate of its day.


That film’s canny blend of pop appeal and pure cinematic genius gradually dawned on the powers that be (or were), and helped give rise to the renaissance of American filmmaking in the early seventies. It is worth noting that The Godfather could have been made by Leone, had he chosen. Leone had been pitching a gangster film that would encompass generations, for a generation or two, himself. Rather than do the Puzo version finally thrown back at him, he waited an eternity, and finally realized this, his last finished project. That ellipse of a decade or so between conception and completed movie is paralleled in the film, itself, by Robert De Niro’s (“Noodles'”) opium dream of the American twentieth century, its promises, and betrayals.


Naturally, Leone was betrayed, once again, himself, by America, and this truly amazing film, with its densely multi-layered, overlapping flashback structure was butchered upon its release, becoming a linear-plotted sub-Godfather knockoff in the process. Luckily, the critics had grown up enough in the meantime to finally get a glimmering of what Leone was up to, and demand restitution. Very few saw it properly in theaters, but the video version respects the director’s intentions, more or less. Ironically, Leone had foreseen television screen aspect ratios as determining home viewing of the future, and abbreviated his usual wide screen format for this movie, so this most troubled last project was the first released on video to most properly resemble the true cinematic experience. For diehard fans of the Eastwood westerns impatient with this at first, watch those movies till you want and need more. This will eventually get to you. For art film fanatics who don’t get the earlier Leones, travel in the reverse direction, and you will be pleasantly surprised. This is the movie that Leone spent a decade conceiving. It will deliver for decades of viewing to come.


Critical reception

Once Upon a Time in Americas initial critical response was mixed because of the different versions released worldwide. While internationally the film was well received in its original form, American critics were much more dissatisfied with the 139-minute version released in North America. This condensed version was a critical and financial disaster and many American critics, who knew of Leone’s original cut, attacked the short version. Some critics compared shortening the film to shortening Richard Wagner‘s operas, saying that works of art that are meant to be long should be given the respect they deserve. 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”Ebert’s television film critic partner Gene Siskel considered the uncut version to be the best film of 1984.


It was only after Leone’s death and the subsequent restoration of the original 229-minute version that critics began to give it the kind of praise displayed at its original Cannes showing. The uncut original film is considered to be far superior to the edited version released in the US in 1984. Ebert, in his review of Brian De Palma‘s The Untouchables, called the original uncut version of Once Upon a Time in America the best film depicting the Prohibition era. James Woods, who considers this to be Leone’s finest film, mentioned 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.The review aggregator website Rotten Tomatoes reports a 89% approval rating with an average rating of 8.6/10 based on 46 reviews. The website’s consensus reads, “Sergio Leone’s epic crime drama is visually stunning, stylistically bold, and emotionally haunting, and filled with great performances from the likes of Robert De Niro and James Woods.”


The film has since been ranked as one of the best films of the gangster genre. 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, the film placed at number 10. In 2015, the film was ranked at number nine on Time Outs list of the 50 best gangster films of all time.


On par with “The Godfather” and “Goodfellas”…

Author: MovieAddict2016 from UK
19 August 2003
*** This review may contain spoilers ***

“Once Upon a Time in America” is a film set free of time; it spans many different years and, like “Citizen Kane,” never tells the audience where it is. As many times as I watch it, I can never guess what is going to happen next.

And watching “Once Upon a Time in America” on the new extended DVD is like revisiting an old friend, finally seeing a masterpiece in its entirety. Many people complained of the choppiness in the three-hour-version of the film originally released in 1984 – and the new four hour version puts all the pieces together and is truly marvelous to behold.


This is the dirty, gritty version of “The Godfather.” It has an incredible amount of violence, especially for a film made almost twenty years ago. I’m not sure how much violence, sexual content and so on was in the original cut, but this extended version is pretty close to an NC-17 rating.

The film stars Robert De Niro in one of his most memorable yet forgotten roles. He plays Noodles, a gangster operating sometime during the 1930s. Noodles grew up during the early 1900s, and on the streets he and four other kids started their own crime operation. After a local crime lord named Bugsy gets jealous and murders the youngest member of Noodles’ operation, Noodles returns the favor and kills Bugsy. Apprehended by police, Noodles is sent to jail for years.


Sometime, years later, Noodles is released into the free world. He isn’t a changed man, either. His old crime buddy Max (James Woods) picks him up and introduces him to the old gang members. Soon they are back in business, working for Frankie (Joe Pesci).

This is the truest definition of an epic. “Once Upon a Time in America” is one of the most forgotten gangster films, and yet it is ironically one of the best. It took director Sergio Leone almost ten years to get this motion picture to the screen. Sergio’s original script treatment – the outline for the story – was 200 pages long. Just the outline. Soon he employed numerous writers to redo the script, and they bounced it up to 400 pages. There is a saying that for every page in a film script, there is one minute of screen-time. You do the math.


After the long scriptwriting process, they then had to get permission to film the movie, from the author of the novel this film is based upon. Then, after that struggle, there came the film itself. How to turn such a bold narrative into a compelling film? What techniques should be used? Where to start?

The beginning of the film opens up during the 1930s or sometime around then, fast-forwards to the 1960s, then flashbacks to the early 1900s. It skips around a lot. This makes the viewer active, trying to figure out where and when they are. It is an element that gives a film rewatchability. Roger Ebert pointed out that “Citizen Kane” is set free of chronology, and the same goes for “Once Upon a Time in America.”


Sergio Leone is the master of extreme close-ups and wide frame shots, seen in “Fistful of Dollars” and here with wide shots of busy streets. In one scene a young girl (pre-stardom Jennifer Connelly) walks along a street, and Leone pulls the camera up, up, up and back, back, back, revealing the entire street. Soon she is lost in the crowd. The same thing is done with De Niro’s character as a child, and we lose image of him in the crowd, but then Sergio uses an almost invisible dissolve and we come back upon him.


The acting by De Niro is superb. His character, Noodles, is probably the character in this film who is most in-touch with his feelings. We often feel for him, but numerous times in the film he does things disturbing and sickening and we are repulsed. One scene extended in the DVD is the controversial rape scene between De Niro and Elizabeth McGovern. After it is all over, Noodles climbs out of the back seat of the car and walks to the side of the road, standing there, looking into the distance. Many people say this is guilt because he knows what he has done and is ashamed. I don’t think so. During the film he rapes numerous women and doesn’t seem to mind at all.


I think the point Leone was trying to make is that De Niro’s character has no idea how to treat or respect women. His entire life he grew up around women who were treated as objects (such as the young prostitute who lived in his apartment complex). So when Noodles stands by the side of the road, this is not from the guilt of what he has done – it is from the guilt of not knowing how to treat a woman, not knowing what to say, not knowing what to do. Not knowing how to respect her. His entire life he was taught that women were just there for pleasure, but when he stands by the road this is a sign that Noodles is starting to think this may all be wrong. It is the guilt of naivety, not self-awareness.


“Once Upon a Time” is the master of gangster flicks. Two other tremendous gangster flicks, “The Godfather” and “Goodfellas,” have gotten the respect they rightfully deserve over the years – but “Once Upon a Time in America” has been seemingly ignored – up until know. I hope that this DVD sparks a newfound interest in the film, because no one should go a lifetime without seeing this moving motion picture.



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