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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.
David "Noodles" Aaronson
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Once Upon a Time in America (also known as C'era Una Volta in America) is a 1984 epic crime film directed by Sergio Leone, in his last film in the director's chair, loosely based on the novel The Hoods by Harry Grey, starring Robert De Niro, James Woods, 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 Executive Meddling. Basically, if you're not watching the director's cut, you're not watching the complete version.

The film had 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 Once Upon a Time in the West instead. Later, he declined a chance to make The Godfather because he preferred The Hoods. Throughout the '70s, Leone courted Hollywood studios, oversaw several screenplays by different writers, and even cast actors like Tom Berenger and Richard Dreyfuss at various points. He offered directing chores to John Milius, planning to produce, but Milius opted to make The Wind and the Lion 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.

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While even the original European release had some content cut for time by Leone himself at the behest of distributors, Executive Meddling 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", 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.

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This film contains examples of:

  • The '60s: The time period when Noodles returns to New York.
  • The '30s: 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...
  • All Just a Dream: 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.
  • All There in the Manual: 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 "Time Marches On"–that in the end, all the hoods' efforts decayed and fell away...like garbage.
  • Ambiguous Ending: What does that garbage truck mean? Did Max kill himself? James Woods has been dogged by such questions ever since, and he doesn't know. The alternative view is 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.
  • Anachronic Order: 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.
  • Batman Gambit: Max's deception of Noodles relies on him caring and worrying very much for his well-being, which he exploits by making him think that he's gonna rob the Federal Reserve in what would have been a suicide mission. By getting Noodles to tip him off to the police and attempt to get him arrested for his own safety and with his own set of corrupt cops, Max makes sure that he alone is at the top with Noodles, Patsy, and Cockeye out of the picture.
  • Big Applesauce: Takes place mostly in the Lower Eastside of Manhattan during the Prohibiton era, with its lead characters being Jewish gangsters.
  • Big Bad Friend: Max, Noodles' best friend, 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.
  • Berserk Button: Max really, really hates being called crazy.
  • Black Comedy Rape: 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...".
  • Break the Cutie: Poor, poor Deborah.
  • Butt-Monkey: Noodles. He is essentially the textbook example of this trope. 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.
  • The Cameo:
  • The Chessmaster: 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.
  • Childhood Friend Romance: Noodles and Deborah have a childhood flirtation and attempt to rekindle the romance as adults after not seeing each other for 12 years.
  • Cool Guns: Noodles uses a Fabrique Nationale Model 1910 to assassinate a gangster.
  • Cop Killer: Noodles stabs a cop to death as he's arrested.
  • Corrupt Politician: What Max ultimately becomes under the identity of U.S. Secretary of Commerce Bailey.
  • Cruel Mercy: 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.
  • Darker and Edgier: Compared to the Dollars Trilogy and Once Upon a Time in the West, 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 Villain Protagonist who commits rather reprehensible acts. He's not better than his enemies whatsoever.
  • Death of a Child: Dominic, the youngest member of the gang, is shot dead by Bugsy.
  • Dirty Cop:
    • 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.
  • Driven to Suicide: Faced with financial and reputable ruin as a suspect of a criminal investigation and assassination by the union he would have to snitch on, Max decides that he would rather die much sooner than later, preferably by Noodles's hands.
  • Et Tu, Brute?: 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 The '60s, Noodles finds that Max tricked Noodles into making the phone call. Max sent someone else to die in his place, while he changed identities to become a powerful politician. Max ends up responsible for Cockeye and Patsy's deaths and for Noodles' decades-long guilt. Unless this was All Just a Dream in Noodles' head back in The '30s...
  • Eye Scream: Patsy shoots Joe in the eye.
  • Fake Shemp: 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.
  • Faking the Dead: Max was not actually among the three dead in the beginning, instead installing a fall guy in his place and getting corrupt cops under his payroll to mutilate the guy's face beyond recognition and misidentify him at the crime scene.
  • Groin Attack: During a beat down scene the young versions of Noodles and Max get stomped right in the store. Ouch.
  • I Love the Dead: 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.
  • Just a Gangster: After Prohibition is repealed, Max gets an offer to go into the higher world of politics and offers Noodles to join him by his side. Noodles refuses, preferring to be just another thug from the hood.
  • Kosher Nostra: Noodles is a Jewish-American gangster. Plus, Maximilian "Max" Bercovicz was inspired by Meyer Lansky.
  • Leave the Camera Running: Used very, very frequently. It is a Sergio Leone movie, after all.
  • The Mafia: As represented by Joe Pesci. What the four boys dream of becoming power players in. However, the screenplay only refers to it as "The Combination" (an older word for the the Mob at the 20s and 30s) in order to avoid comparisons with The Godfather.
  • Older Than They Look: '60s Deborah looks more well off than Noodles, Moe, and Max, looking just like she did 35 years ago but with a few wrinkles around the eyes. Lampshaded by Noodles with a quote concerning age.
  • One Last Job: Noodles returns to New York in The '60s summoned by politician Bailey. Told to check the locker where his friends stored money that had gone stolen in The '30s, Noodles finds the suitcase re-filled with cash. It's payment for a hit: Bailey/Max wants Noodles, as Bailey is facing a criminal investigation he can't evade.
  • Opium Den: Where Noodles goes after betraying Max to the police in order to try and save his life.
  • The Power of Friendship: 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!
  • Punctuated Pounding: Given to Bugsy by Noodles after the former shot and killed Dominic, with a knife in hand, no less.
  • Rape as Drama: When you think that Noodles has proven to Deborah that he's a more than just a cheap hood, too.
  • Rare Guns: Mobsters use SIG P210s.
  • Real Life Writes the Plot: Patsy was meant to have a more prominent role in the second act, but his role had to be cut down after actor James Hayden died of an overdose.
  • Really Gets Around: 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.
  • Re-Cut: 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 he died two days before he was to have officially signed on to do the film.
  • The Roaring '20s: The time of the four boys' youth.
  • Roaring Rampage of Revenge: After Bugsy guns down 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.
  • Screw the Money, I Have Rules!: The driver present during 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.
  • Shout-Out:
    • Leone intended that the film be a tribute to early gangster films:
      • Noodles' visit to his childhood home is similar to Dead End.
      • Noodles' nostalgia for the days of his youth was taken from High Sierra.
      • As in Angels with Dirty Faces, 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 Bullets Or Ballots.
      • The gangster (Max) who gradually turns paranoid comes from White Heat.
      • The suitcase at the train station pays homage to Cry of the City and The Killing.
      • The inscription "Your men will fall by the sword" was taken from Little Caesar.
      • The relationship between Noodles and Deborah is similar to Eddie and Jean's romance from The Roaring '20s.
      • The Chinese theatre scenes are a tribute to The Lady from Shanghai.
      • Noodles' arrival at Senator Bailey's house parallels a scene in The Big Heat.
    • Deborah plays Cleopatra in William Shakespeare's Antony and Cleopatra.
  • Shown Their Work: Leone spent over a year achieving the look of Manhattan in the early twentieth century.
  • Silence Is Golden: Like most of Sergio Leone's films, it's VERY sparse when it comes to dialogue.
  • Strong Family Resemblance: Secretary Bailey's son, David, looks exactly like a young Max but with orange hair. This is a hint on Bailey's true identity as Max himself.
  • Suicide by Cop: Carol claims Max wanted to die so he wouldn't end up like his father in a mental asylum and planted the idea of tipping him off to the police with his plan to rob the Federal Reserve so that he would die to the cops during his last bootlegging job. Max never died at the crime scene and faked his death.
  • Timeshifted Actor: "Noodles" Aaronson was played by Scott Tiler and Robert De Niro chronologically; Max by Rusty Jacobs and James Woods; Cockeye by Adrian Curran and William Forsythe; Patsy by Brian Bloom and James Hayden; Fat Moe by Mike Monetti and Larry Rapp; Peggy by Julie Cohen and Amy Ryder; and Deborah Gelly by a young Jennifer Connelly and adult Elizabeth McGovern.
  • Villainous BSoD: 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 Leave the Camera Running moments, as Noodles just stares for several minutes.
  • We Used to Be Friends: When Max attempts to get Noodles to kill him in the sixties, Noodles informs him that the Max he knew died a long time ago.
  • What Happened to the Mouse?: 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.
  • With or Without You: 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!
  • Would Hurt a Child: Bugsy, the man who ran the streets when the leads were all kids, has his men deliver a No-Holds-Barred Beatdown on Max and Noodles. He later returns and fatally shoots Dominic, the youngest of the boys.
  • You Can't Go Home Again: Broke, his girlfriend and his best friends dead, and on the run by gangsters who want him dead for tipping Max off to the cops, Noodles decides to take a one-way ticket to Buffalo and doesn't return to New York City for 35 years.

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