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[[quoteright:350:http://static.tvtropes.org/pmwiki/pub/images/onceuponamerica2_2678.jpg]]

->''You see, I have a story too, Mr. Bailey. I had a friend once. A dear friend. I turned him in to save his life. He died. But he wanted it that way. Things went bad for my friend, and they went bad for me, too.''

''Once Upon A Time In America'' (also known as ''C'era Una Volta In America'') is a 1984 crime film directed by Creator/SergioLeone, loosely based on the novel ''The Hoods'' by Harry Grey, starring Creator/RobertDeNiro, James Woods, and Elizabeth [=McGovern=]. The film centres around a Jewish-American gangster, David "Noodles" Aaronson, spanning five decades (and nearly four hours), and is framed as an elaborate flashback sequence.

ExecutiveMeddling led to the US version of the movie being over an hour shorter, and rearranged for the scenes to be in chronological order. It ended up being a flop at the box office, but thanks largely to the original version helping popularize the concept of the "director's cut", [[VindicatedByHistory it is now widely regarded as a cinematic masterpiece]].

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!!This film contains examples of:

* AllJustADream: [[spoiler:Some people have theorized that most of the film is an opium-based hallucination. Even some of the actors themselves don't know.]]
* AmericanTitle
%%* AnachronicOrder
%%* BankRobbery
* BerserkButton: Max really, really hates being called crazy.
* TheCameo:
** Creator/JoePesci puts in a minor appearance as a guy employing the gang. Apparently Pesci's role was a lot bigger in Leone's script but was cut down considerably, [[WhatHappenedtotheMouse which explains him completely disappearing in the last 3rd of the film.]]
** Burt Young of the ''Franchise/{{Rocky}}'' movies also appears at one point.
* TheDanza: By coincidence, Danny Aiello as Police Chief Aiello.
* EtTuBrute: [[spoiler: Noodles finds out Max plans to hit the Federal Reserve. Realizing his best friend is going too far, Noodles tries to get the cops to arrest Max during one last smuggling job, which goes horribly wrong and kills all three of Noodles' friends... except when the story flash-forwards to TheSixties, Noodles finds that Max tricked Noodles into making the phone call. Max sent someone else to die in his place, while he changed identities becoming a powerful politician. Max ends up responsible for Cockeye and Patsy's deaths and for Noodles' decades-long guilt. Unless this was AllJustADream in Noodles' head back in TheThirties...]]
%%* FakingTheDead: [[spoiler:Max]]
* GainaxEnding: What does that garbage truck mean? [[spoiler: Did Max kill himself? James Woods has been dogged by such questions ever since, and he doesn't know.]] The alternative view is [[spoiler:that the ending between Noodles and Max was all an opium-induced dream, meaning the whole sequence in the future was a wish by Noodles that he never really betrayed his friends.]]
%%* GenteelInterbellumSetting
* GroinAttack: During a beat down scene the young versions of Noodles and Max get stomped right in the store. Ouch.
* LeaveTheCameraRunning: Used very, very frequently. It ''is'' a Sergio Leone movie, after all.
%%* TheMafia
%%* ManipulativeBastard: Max
%%** [[spoiler: Even ''after'' his death.]]
%%* MindScrew
* OneLastJob: Noodles [[spoiler:returns to New York in TheSixties summoned by politician Bailey. Told to check the locker where his friends stored money that had gone stolen in TheThirties, Noodles finds the suitcase re-filled with cash. It's payment for a hit: Bailey/Max wants Noodles [[ICannotSelfTerminate to kill him]], as Bailey is facing a criminal investigation he can't evade.]]
%%* OpiumDen
* ThePowerOfFriendship: Between Max and Noodles, with their neighborhood buddies Cockeye and Patsy as a four-man mob squad. Arguably the theme of the movie:
-->'''Noodles''' (speaking to his best friend Max): Today they asked us to get rid of Joe, tomorrow they ask me to get rid of ''you''. Is that okay with you? Because it's not okay with me!
* PunctuatedPounding: With a knife in hand, no less, [[spoiler:given to Bugsy by Noodles after the former shot and killed Dominic.]]
* RapeAsDrama: [[spoiler:When you think that Noodles has proven to Deborah that he's a more than just a cheap hood, too.]]
* ReallyGetsAround: Peggy. In an early scene, Max and Noodles catch and photograph a cop having sex with her, and in addition to turning a blind eye to their activities, order him to pay for their turn then and there.
* ReCut: The film was recut so much for its first release in America that Sergio Leone was left heartbroken because of it, and never made another film. He was planning on directing a film about the siege of Leningrad, and wanted to work with "America" star Robert De Niro again in the lead role for this film. Too bad [[AuthorExistenceFailure he died two days before he was too have officially signed on to do the film.]]
* ShownTheirWork: Leone spent over a year achieving the look of Manhattan in the early twentieth century.
* SilenceIsGolden: Like most of Sergio Leone's films, it's pretty sparse when it comes to dialogue.
* ThatManIsDead: Unusual in that it's not the subject who says it. [[spoiler: When Max attempts to get Noodles to kill him in the sixties, Noodles informs him that Max died a long time ago.]]
%%* TheRoaringTwenties
%%* TheSixties
* TheThirties: The main portion of the film is set in 1933 as Max and Noodles' operations have made them powerful mobsters. With the end of Prohibition threatening their backroom empire and driving Max into thinking bigger... like hitting the Federal Reserve Bank...
%%* VillainProtagonist
* VillainousBSOD: Noodles' reaction after he pours his heart out to Deborah and she turns him down flat, telling him she's going to Hollywood. Cross-pollinates with Leone's trademark LeaveTheCameraRunning moments, as Noodles just stares for several minutes.
* WhatHappenedToTheMouse: Leone's original six hour cut is apparently {{Lost Forever}}, and the four hour restored version has a couple dropped plot points, most notably Joe Pesci's character. The camera pans over to him apparently waiting for someone in a hotel lobby with ominous music playing...and he's never seen again.
%%* WithOrWithoutYou
* WouldHurtAChild: Bugsy, the man who ran the streets when the leads were all kids, has his men deliver a NoHoldsBarredBeatdown on Max and Noodles. [[spoiler:He later returns and fatally shoots Dominic, the youngest of the boys.]]
%%* YiddishAsASecondLanguage
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