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->''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 epic crime film directed by Creator/SergioLeone, [[SwanSong in his last film in the director's chair,]] loosely based on the novel ''The Hoods'' by Harry Grey, starring Creator/RobertDeNiro, Creator/JamesWoods, and Elizabeth [=McGovern=].

The film centers around a Jewish-American gangster, David "Noodles" Aaronson, spanning five decades (and nearly four hours), and is framed as an elaborate flashback sequence. It's also notable for being a victim of an especially despicable version of ExecutiveMeddling. Basically, if you're not watching the director's cut, you're not watching the complete version.

The film had [[DevelopmentHell a ''very'' long gestation process]]. Leone wanted to make ''America'' as early as 1967, but wasn't able to ensure financing, or the rights to Grey's novel. He first approached Paramount with the project; they offered him ''Film/OnceUponATimeInTheWest'' instead. Later, he declined a chance to make ''Film/TheGodfather'' because he preferred ''The Hoods''. Throughout the '70s, Leone courted Hollywood studios, oversaw several screenplays by different writers, and even cast actors like Creator/TomBerenger and Creator/RichardDreyfuss at various points. He offered directing chores to John Milius, planning to produce, but Milius opted to make ''Film/TheWindAndTheLion'' instead. Eventually, Leone interested Robert De Niro and independent producer Arnon Milchan; the film finally went in production in 1982 and wrapped two years later.

While even the original European release had some content cut for time by Leone himself at the behest of distributors, ExecutiveMeddling by its production studio The Ladd Company led to the US version of the movie having over an hour's worth of content removed, and scenes rearranged to be in chronological order. The re-edited version was a disaster from a critical and a commercial standpoint, with critics standing by Leone and attacking The Ladd Company as they felt that the recut was an insult to his legacy and it made back only $5 million of its $30 million budget. But thanks largely to the 229 minute European release being made available on DVD in 2003, helping popularize the concept of the "director's cut", [[VindicatedByHistory it's now widely regarded as a cinematic masterpiece]]. A further extended cut, using rescued footage, has also been made available and an extended DVD release was announced in 2014.

!!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'' don't know. Leone himself said that this is a valid interpretation for the scenes set in the 1960s.]]
* AllMenArePerverts[=/=]AllWomenAreLustful: The men and women are often represented this way in the film.
* AllThereInTheManual: The "deleted" scenes put into the TV broadcasts include a sequence earlier in the film where Noodles first takes interest in a garbage truck. This provides a context of sorts to the emphasis on the truck in the end–that it symbolizes the dark side of "TimeMarchesOn"–that in the end, all the hoods' efforts decayed and fell away...like garbage.
* AmbiguouslyGay: Max, hinted at by the fact that he can't get it up when attempting to have sex with Peggy, and his jealous FriendVersusLover relationship with Noodles.
* AmericanTitle
* AnachronicOrder: The film jumps back-and forth thematically among 1) Noodles shortly after the betrayal, wracked with guilt, 2) Noodles returning to New York many years later, and 3) a chronological history of Max and Noodles and Co.'s rise and fall. It's actually much more coherent than it sounds, this way.
* BigApplesauce: Takes place mostly in the Lower Eastside of Manhattan during the Prohibiton era, with its lead characters being [[KosherNostra Jewish gangsters]].
* BerserkButton: Max really, really hates being called crazy.
* BlackComedyRape: Noodles rapes Carol during the diamond merchant heist - turns out she's a nymphomaniac and encourages him personally whilst pretending to resist out loud. The comedic effect is played up with a one-liner: the other guys are doing all the work while Noodles is engaged, then when the robbery is finished Max asks, "You coming? We're going...".
* BreakTheCutie: [[spoiler:Poor, poor Deborah.]]
* ButtMonkey: Noodles. He is essentially the textbook example of this trope. [[spoiler: Despite the fact that he's the only member of the gang (other than Max) to actually survive, he is constantly subjected to the rotten end of the stick throughout the film. First off, he's the only member of the gang who actually does time in prison. He's rejected by Deborah. He continually finds himself at the butt end of the gang's jokes and other backhanded remarks. And needless to say, he's left penniless and virtually friendless at the beginning of the film/end of the 1933 portion.]]
* 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 third of the film.]]
** Richard Bright (of ''Film/TheGodfather'' fame) has one as a cancer-ridden enforcer threatening to immolate the strike leader.
** Burt Young of the ''Franchise/{{Rocky}}'' movies also appears at one point.
** As does Leone regular Mario Brega.
** Estelle Harris plays Peggy's mother.
* TheChessmaster: [[spoiler: Max/Secretary Bailey. He arranged the entire scheme of the final booze run, allowing Patsy and Cockeye to be killed, taking the gang's money, and setting himself up for a prominent career in politics; all while leaving Noodles to a grim and penniless future.]]
* CoolGuns: Noodles uses a Fabrique Nationale Model 1910 to assassinate a gangster.
* CopKiller: Noodles stabs a cop to death as he's arrested.
* CruelMercy: [[spoiler:Noodles discovers that Max faked his death, and arranged the death of Patsy and Cockeye. Now Max is facing his own lengthy prison sentence, he invites Noodles to take his revenge by killing him. Noodles pretends not to recognise him, stating that the Max he knew was a good friend who died long ago. Max says that's a better way than any of getting revenge, and kills himself by throwing himself into a garbage compactor truck]].
* DarkerAndEdgier: Compared to the ''Film/DollarsTrilogy'' and ''Film/OnceUponATimeInTheWest'', this film is much more bleak and somber. May seem hard to do, but this film was a definite shift away from the previous films, starting with the very fact that Noodles (the main character) is a straight up VillainProtagonist who commits rather reprehensible acts. [[EvilVersusEvil He's not better than his enemies whatsoever]].
* DeathOfAChild: Dominic, the youngest member of the gang, is shot dead by Bugsy.
* DirtyCop:
** Some of the earlier scenes featured an officer who keeps troubling the main characters (a group of children who are forced to steal to survive). It eventually turns out he takes bribes to ignore the actions of specific criminals while still prosecuting others. However, this is much less prominent in the later parts of the film when the children have grown up into vicious gangsters.
** There's also Chief Aiello, who's paid by a steel company to break a strike.
* 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...]]
* EyeScream: Patsy shoots Joe in the eye.
* FakeShemp: [[spoiler:In the garbage truck scene, it wasn't James Woods, but an actor made up to look like Woods. This lent a sense of ambiguity to the event]].
* 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.]]
* GroinAttack: During a beat down scene the young versions of Noodles and Max get stomped right in the store. Ouch.
* ILoveTheDead: Played with. Noodles is picked up from a lengthy prison stay by Max in a hearse. Max shows off the beautiful dead woman in the hearse's coffin and makes lewd jokes about her. It turns out that the woman is very much alive and has been hired to take care of Noodles.
* InfantImmortality: Averted. Poor Dominic...
* KosherNostra: Noodles is a Jewish-American gangster. Plus, Maximilian "Max" Bercovicz was inspired by Meyer Lansky.
* LeaveTheCameraRunning: Used very, very frequently. It ''is'' a Creator/SergioLeone movie, after all.
* MadonnaWhoreComplex: All the women in this movie, sometimes both.
* TheMafia: As represented by Creator/JoePesci. What the four boys dream of becoming power players in. However, the screenplay in order to avoid comparisons with ''The Godfather'' only refers to it as "The Combination" (an older word for the the Mob at the 20s and 30s).
* OneLastJob: [[spoiler:Noodles 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: Where Noodles goes [[spoiler: after betraying Max to the police in order to try and save his life.]]
* 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.]]
* RareGuns: Mobsters use SIG P210s.
* 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 right 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 to have officially signed on to do the film.]]
* RoaringRampageOfRevenge: After Bugsy guns down [[spoiler:Dominic]], Noodles goes apeshit on him, stabbing him several times, fatally, and even attacking a police officer when he tries to restrain him, which gets him a good 12 years in jail.
* ScrewTheMoneyIHaveRules: The driver present during [[spoiler: Noodles' rape of Deborah]] does not realize what has happened until he pulls over to let Noodles out at his stop. After Noodles gets out to compose himself and reflect on what he just did, the driver tells Deborah that he'll be right back before walking over to Noodles with his hat and coat and waiting patiently for him to call down. Noodles takes his things and offers the driver a large sum of cash to take Deborah home, but the driver simply turns around, walks back to his vehicle, and drives Deborah away without taking any of the money.
* ShoutOut: Leone intended that the film be a tribute to early gangster films:
** Noodles' visit to his childhood home is similar to ''Film/DeadEnd''.
** Noodles' nostalgia for the days of his youth was taken from ''Film/HighSierra''.
** As in ''Film/AngelsWithDirtyFaces'', two boyhood chums grow up to be very different, and one of them visits their childhood hangouts and remembers the old days
** The changing times bring a new era of unions and politics, similar to ''Film/BulletsOrBallots''.
** The gangster (Max) who gradually turns paranoid comes from ''Film/WhiteHeat''.
** The suitcase at the train station pays homage to ''Cry of the City'' and ''Film/TheKilling''.
** The inscription "Your men will fall by the sword" was taken from ''Film/LittleCaesar''.
** The relationship between Noodles and Deborah is similar to Eddie and Jean's romance from ''Film/TheRoaringTwenties''.
** The Chinese theatre scenes are a tribute to ''Film/TheLadyFromShanghai''.
** Noodles' arrival at Senator Bailey's house parallels a scene in ''Film/TheBigHeat''.
* 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 '''''VERY''''' 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: The time of the four boys' youth.
* TheSixties: The time period when Noodles returns to New York.
* 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... [[spoiler:like hitting the Federal Reserve Bank...]]
* TimeshiftedActor: "Noodles" Aaronson was played by Scott Tiler and Creator/RobertDeNiro chronologically; Max by Rusty Jacobs and Creator/JamesWoods; Cockeye by Adrian Curran and William Forsythe; Patsy by Creator/BrianBloom and James Hayden; Fat Moe by Mike Monetti and Larry Rapp; Peggy by Julie Cohen and Amy Ryder; and Deborah Gelly by a young Creator/JenniferConnelly and adult Elizabeth [=McGovern=].
* 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 missing, and the four hour restored version has a couple dropped plot points, most notably Frankie. 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: Max plans to rob the Federal Reserve Bank.
-->'''Carol''': All he thinks about is this job: tear gas, hostages... Now he's gonna do this, and he's gonna do it with or without you!
* 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.]]