Talking Pictures

Gangsters in Love

Revisiting Sergio Leone’s 1984 classic, Once Upon a Time in America

By David Lehman | October 17, 2020
A still from Once Upon a Time in America (Everett Collection)
A still from Once Upon a Time in America (Everett Collection)

Nearly four hours long, Once Upon a Time in America was drastically cut when released in 1984. Viewers were puzzled, and reviewers panned the butchered 144-minute version that they saw. The movie makes a lot more sense at its proper length. When the 85 minutes of deleted footage were restored, some of the same folks who derided Once Upon a Time in America hailed it as Sergio Leone’s melancholy masterpiece, a gangster epic that doubles as an exploration of friendship, betrayal, male competition masked as sexual desire, greed, violence, and the American dream.

The gangsters here are first-generation Jews, the locale is New York City’s Lower East Side, and there are three distinct time periods. Though the story begins in the early 1920s, the movie opens in 1933, in the aftermath of a disastrous caper that only one of the gang members survives. That survivor is David Aaronson (Robert De Niro), known to all as “Noodles.”

When we first see Noodles, he is smoking a pipe in a Chinese opium den. His partners have been killed, and he feels responsible for their deaths. Hit men are out to get him. Noodles makes his way to the bus terminal where he and his buddies stashed a suitcase full of cash in a locker. But the suitcase has old newspapers in it, not money, and Noodles, a beaten man, buys a one-way ticket to Buffalo, where he will spend the next 35 years “going to bed early.”

So what really happened to Noodles in 1933?

Most of the film is told in memories and dreams, languorous flashbacks, and an abrupt flash-forward to 1968, the transition to which is managed by the sound of a Muzak version of The Beatles’ “Yesterday.” Racked with guilt because he feels responsible for the violent deaths of his boyhood chums, Noodles is mysteriously summoned back to New York City in letters that imply that his cover (“Robert Williams”) has been blown.

The scenes set in the early 1920s are perhaps the most affecting. The leading characters are played by child actors, of whom the most notable is 12-year-old Jennifer Connelly as Deborah. Noodles is desperately in love with her, as he always has been, and she loves being the object of his affection but rejects him: “He’ll always be a two-bit punk, so he’ll never be my beloved. What a shame!”

For his delectation, the young Deborah recites passages from the biblical Song of Songs and dances to the strains of “Amapola,” played as a clarinet solo. The song, which recurs as the background music for the couple’s ill-fated romance, is particularly apt, because amapola in Spanish means poppy, and the grownup Noodles smokes opium to forget his troubles.

As kids, the fellows form a gang that has fun at the expense of a dirty cop. Noodles and his closest friend, Maxie, are the gang’s leaders. A rival gang viciously beats them up, but our protagonists get some measure of revenge when Noodles knifes Bugsy, the leader of the opposition, and goes to jail.

When Noodles is released from prison, he is Robert De Niro, and it is 1932. Maxie (James Woods) drives a hearse to pick him up. The naked young woman in the coffin “died of an overdose,” Maxie says, and the girl springs to life, saying, “I’m ready for another!” Intense sexual competition is a crucial element of Maxie’s friendship with Noodles, and Maxie’s gift is also a test. He hectors Noodles:  “You didn’t turn pansy in there, did you?” “Don’t worry,” the girl announces when the hearse pulls up to the speakeasy the gang operates. “A pansy he ain’t.”

The guys form an alliance with union boss Jimmy Conway O’Donnell (Treat Williams), who will someday, like another famous Jimmy, become chief of the teamsters. The boys provide more than muscle. The gangster epic allows for comic scenes, and to get the police to stop cracking down on striking union workers, the gang plays a practical joke on the city’s head cop (Danny Aiello). Aiello, who has previously fathered only daughters, is over the moon because his wife has given birth to a son. The fellows sneak into the maternity ward and, to the strains of Rossini’s Thieving Magpie Overture, switch babies from one crib to another. A blend of astonishment and fury, Aiello’s reaction when he removes his baby’s diaper is priceless.

To woo the ever-elusive Deborah (now played by Elizabeth McGovern), a budding actress, Noodles rents an entire restaurant by the shore. The orchestra plays for them alone. Deborah: “You dancing?” Noodles: ”You asking?” Deborah: “I’m asking.” Noodles: “I’m dancing.” It is a most marvelous evening that comes to a horrific end when, in the hired limousine, out of pent-up frustration or pure brutishness (or both), Noodles rapes Deborah in the back seat. This violation of his beloved is the second source of his lifelong guilt.

In one of his best stories, John O’Hara wrote that “Prohibition… made liars of a hundred million men and cheats of their children.” And its repeal works as a wonderful plot hinge in Once Upon a Time in America, because the bootlegging business has to undergo a major change in 1933. But the movie’s darker truths have to do with the mimetic desire that links the male leads. There are three women who have sex with both Maxie and Noodles. The episodes with the three women are in three different registers: comedy; gangster gothic; and high opera, with swoons and tears.

The film could have been even longer. As things stand, it is not clear what happens to Secretary of Commerce Bailey at the end of the movie, which is an ambiguity Leone intended, and we are curious about Maxie’s metamorphosis. What is the meaning of the smile on Noodles’s face that ends the picture? Is he on an opium high reliving his life and dreaming what might have happened in 1933?

When you consider the brilliance of Ennio Morricone’s soundtrack, the excellence of the acting, and the complexity of the movie’s structure, you may find it hard to disagree with Sergio Leone’s own assessment: “Once Upon a Time in America is my best film, bar none.”

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