Once Upon a Time in America

Four poor Jewish kids in 1920

This film has been featured on my podcast, Peculiar Picture Show. You can listen to the podcast episode here.

“I’d have put everything I ever had on you.”

The Godfather (parts 1 and 2) may be the top pick for the epic crime genre, but Sergio Leone’s Once Upon a Time in America deserves a mention both for its detailed look at its characters and the enormous scope of the film, covering 48 years of the lives of a few characters. Written and directed by Italian director Sergio Leone (Once Upon a Time in the West, The Good, the Bad, and the Ugly), who had originally been approached to direct The Godfather but turned it down and regretted it for the rest of his life, this was his attempt to recapture some of the greatness that he had passed up earlier in life. The Godfather was a thoughtful film about a crime family, but Once Upon a Time in America has a lot more heart and really shows us the deep connections that formed in the Jewish ghetto of New York City in 1920 and lasted nearly 50 years. This film is not perfect—some of the dialogue is clumsy, the time jumps can be confusing, and the characters are certainly not likable—but this film captures the humanity of getting into, and out of, a life a crime more than any other I’ve seen.

First, though, a word on versions of the film. Director Leone originally envisioned six hours of material, which he wanted to split into two three-hour films. When his request for two films was shot down, he edited the film down to a still lengthy three hours and forty-nine minutes, and this became the European release. When it came time to bring the film to America, though, American distributors feared that American audiences wouldn’t watch a film that was nearly four hours long, so they edited (butchered is probably a better term) the film down to around two hours. The resulting “film” was horrendous and so confusing that audiences couldn’t understand it and many critics rated it the worst film of 1984. Prominent film critic Roger Ebert, after having seen both, said, “The original Once Upon a Time in America gets a four-star rating. The shorter version is a travesty.” If you choose to watch this film, make sure to get the director’s cut. Most versions available today, including that on streaming services, are the director’s cut, but please don’t watch the two-hour version of this film.

The plot centers on the friendship between two characters: David “Noodles” Aaronson and Max. Both start out as poor Jewish kids living in New York in 1920, trying to make money illegally while avoiding bigger crime bosses and police, and they and a few of their friends form a tight bond that sticks with them throughout their lives. As they get older, their lives of crime grow more serious in the 1930s, leading them to get involved with more dangerous characters and take on riskier jobs. Finally, in 1968, Noodles reconnects with his past and tries to make sense of everything that’s happened so far. In the director’s cut, these segments are told out of sequence, which makes the story better but does introduce some confusion when time jumps aren’t announced. Noodles and his friends eventually have to choose between friendship and greed, which makes them do some surprising things.

I like the stink of the streets. It makes me feel good. And I like the smell of it, it opens up my lungs. And it gives me a hard-on.

It’s virtually impossible to not compare this film to The Godfather: Part II, so I’ll do that. In The Godfather: Part II, we see two stories playing out simultaneously: Vito Corleone as a young Italian immigrant, making a name for himself and establishing his very own criminal empire, and his son Michael Corleone, learning to be the Godfather himself and dealing with the enormous strain of running a criminal empire. Once Upon a Time in America tells similar stories, but using the same characters, so we’re able to follow these characters and their relationships, and their growth, as they start in a life of crime, and eventually struggle under the weight of it. The Godfather: Part II is certainly more eloquent, but Once Upon a Time in America really takes its time to show us these characters growing up as well as getting into their lives of crime. In fact, the early segment set in 1920, about the kids coming together and figuring everything out, is actually somewhat heartwarming. This is a film about growing up just as much as it is about crime, and that’s what really sets it apart. Though The Godfather and its sequel made criminals more real than they had ever been before in film, there was still what seemed a heavy curtain between their lives and my own; Once Upon a Time in America made these distant characters seem real. Admittedly, the first half of the film is much more competent in doing this than the latter half, but there’s still a lot of the relatable human element here that seemed to be missing in The Godfather: Part II.

If you’re unfamiliar with Leone’s other films, he has a unique style that worked really well in his masterpiece Western films that became a genre all its own. Most of the time when you see Western tropes spoofed in other films, there’s at least a nod to one of Leone’s films. Rather than quick-fire dialogue and action, Leone really takes his time with scenes, sometimes showing a character doing something mundane to build their character, or flitting around between several characters doing mundane things while building tension. There’s quite a bit of that here as well, including a scene where a poor teenage boy debates whether to try to trade a decadent pastry to a teenage girl for sex or just eat the pastry himself. It sounds so stupid, but there’s a real beauty about the way the wordless scene plays out, and it’s something only Leone could have done. The score by Ennio Morricone, who also scored Leone’s Westerns, really fills the emptiness and helps to create some poignant scenes that help you connect with these characters more than most of the lines of dialogue. It was honestly hard for me to find the two quotes I use in all of my movie reviews, but there were numerous wordless scenes that were filled with meaning.

Noodles and Max, now adults, look solemn
Seeing the kids in the New York slums almost seemed like its own movie, so seeing the same characters as adults was a pretty big change. It totally worked for the epic scope of the film, though.

This film really embodies the word “epic”—it’s huge. Honestly, there’s no way I could have gotten through this whole thing in one sitting, partially due to the length and also due to how emotionally dense it was. Couple this with the fact that Leone didn’t feel the need to artificially make his characters more likeable—they’re all real pieces of shit at times—and it can be a bit hard to watch in some places. I will say that I really enjoyed this film, but I don’t know that I’m in a rush to watch it again. Even now, though, days after watching parts of the film, the characters and scenes are sticking with me. Poignant really is the best word for this film: deeply emotional and strong while also being a little distressing.

Once Upon a Time in America is truly a crime epic, and it’s a moving drama as well, showing us the destructive power of greed and the unbreakable bond of lifelong friendships. This is a brilliant film—not just a brilliant script—and there’s a lot to like here. Now, that said, this can be a very heavy film and the dramatic elements may not be enough to carry some viewers through the nearly four-hour length. Is it for everyone? No, definitely not, although if you like both crime films and moving dramas, this will probably be right up your alley. Also bear in mind that the film makes no effort to portray these career criminals as noble characters; they’re not good people, and the film doesn’t shy away from that. For all its flaws and detractors, though, this is a brilliant crime film that not many today have seen (at least, not in the director’s intended format), and it deserves a spot on the watchlist of any movie buff.

View my complete list of classic, essential, or just plain good movies!

Runtime: 3:49

Director: Sergio Leone

Year: 1984

Genres: crime, drama, epic

Rating: R

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