Conceived over a span of roughly 20 years, meticulously shot on locations in New York, Montreal and Venice, but alas, unceremoniously butchered (‘re-edited’) for its North American release, Sergio Leone’s Once Upon A Time in America (1984) has been long since considered as ‘the one that got away’; a would-be four hour epic about the transient nature of man’s own brief span of years on this planet; his disillusionment with the follies of life, and penultimate acceptance of the tragedies endured and triumphs achieved along the journey. Never before, and arguably never since, has such a clear-eyed vision of what Leone himself coined, ‘the loss of time’ been so clairvoyantly accomplished on the movie screen. Once Upon A Time in America is undeniably a movie very close to Leone’s heart; a reflection fraught in bittersweet reminiscences for a time unflattering and un-glamorous, yet given over to Leone’s exquisite penchant for resurrecting life as art, and employing his own surrealist beauty to achieve a near-impossible coup. It seems grossly unfair to refer to Once Upon A Time in America as a ‘gangster picture’; its patina occasionally transparent as gushing praise for the Cagney/Raft/Robinson/Bogart pictures of the late 1930’s and early 40’s. And yet, like the other six movies in Leone’s all too brief canon, Once Upon A Time in America remains an ambitious masterwork with an extraordinary vision at its center, unlike any other ‘gangster’ movie before or since.
As was something of a habit with Sergio Leone, Once Upon A Time in America had a lengthy gestation; Leone already begun to ferment the kernel of an idea in his creative genius while still shooting Once Upon A Time in the West (1969). Leone briefly toyed with the idea of actually casting the aged Cagney as the elderly David ‘Noodles’ Aaronson (the part would eventually go to Robert DeNiro – a formidable ‘second choice’). Delays abounded, Leone dissatisfied with various drafts of the screenplay, based on Harry Grey’s ‘The Hoods’; the first, written by Norman Mailer, the ultimate ‘working script’ a compendium cobbled together by no less than eight writers (including Leone); most of them long-time and greatly admired colleagues from his early years (Franco Arcalli, Leonardo Benvenuti, Piero De Bernardi, Franco Ferrini, Ernesto Gastaldi, Stuart M. Kaminsky, and, Enrico Medioli).
By the time Once Upon A Time in America went before the cameras it had been over ten years since Leone’s last picture – a lifetime in the movie industry where an artist (even one as universally respected as Leone) is no better than the reputation of his last commercial success or flop. Hence, Leone found it difficult to find backers for this pet project, conceived as the last chapter in his trilogy of tomes to the America that was sadly, or perhaps mercilessly, is no more. In producer, Aaron Milchan, Leone was to discover something of a kindred spirit; certainly one who allowed him to make the movie he wanted, without the usual egregious input from a front office unaware, and unsuspecting of the artistic merits of any project. As Leone prepared to delve into this meticulously recreated living tableau, inspired by the photographic accounts of immigrant life taken by famed photographer, Jacob Riis, Once Upon A Time in America drew hushed curiosity from industry insiders; admirers, sycophants and detractors alike, all eager to embrace and/or criticize Leone’s latest project. No one then knew it would be his last.
Over the years rumors have abounded about the various casting choices, and indeed, Leone had bounced around all sorts of whimsical notions as to who would star in his opus magnum; the considerable passage of time between his idea for the movie and the actual shooting of it necessitating a revolving roster of endless possibilities and a few dalliances along the way, with actors who, with all due respect, had no hope in hell of making the grade; like Gérard Depardieu, who spoke zero English at the time, but professed a fervent determination to master the language – and with a Brooklyn accent no less. I shudder to think how Once Upon A Time in America would have turned out had he succeeded; Depardieu’s foray into English-speaking movies having since illustrated how impossibly heavy his own accent has remained. There were others in the queue; Jean Gabin for one; Richard Dreyfuss for another, and of course the aforementioned Cagney, who by 1982 was ailing and unable to partake. To say Leone saw every major and rising star of the time is an understatement; Paul Newman, Dustin Hoffman, Jon Voight and John Malkovich all interested in stepping up to the plate.
Ultimately, Leone went with Robert DeNiro and James Woods, the latter not an obvious choice since he had yet to carve a niche for himself in the movies. However, Woods was hardly a novice to his craft, having performed the lead in 36 plays and also briefly appeared on the big and small screens, underused, rather than prominently featured. In the wake of DeNiro’s iconic performances in other gangster movies we’ve come to take him for granted as the quintessential Mafioso. But Once Upon A Time in America would solidify this impression like no other contribution made by the actor before it – save, perhaps Mean Streets (1973); DeNiro assuaging into the role of God’s lonely outcast with a sort of sad-eyed slickness; careworn, corrupt and occasionally contemptuous. It’s a hell of a performance, DeNiro’s descriptive visage capable of looking perfectly in place as both the young rumrunner and the elder statesman on the lam and in hiding.
While it was shooting, Once Upon A Time in America was to acquire a rather unflattering reputation as a runaway production given over to Leone’s excesses. Lest we remember, the film began shooting in 1982, just two brief years after cost overruns and a lengthy shoot on Michael Cimino’s Heaven’s Gate (1980) had bankrupted the venerable independent film-maker’s studio, United Artists. And to achieve the sort of verisimilitude Leone was ultimately after took time – and money; eating up a lot of both and, on occasion, trying everyone’s patients; Leone shooting and re-shooting until it was exactly right to satisfy his camera eye; his cinematographer, Tonino Delli Colli recalling how one day all he and Leone photographed was 26 takes of a single master shot: extras parading up and down the street before the inevitable shift of natural sunlight forced Leone to concede he already had it in the can. “I don’t think Sergio wanted to finish it,” DeNiro would later profess, “I don’t think he ever wanted to stop shooting…I understood that.”
Incredibly, Leone was left mostly to his own accord, achieving a level of artistry unheard of in the cost-cutting 80’s, unaccustomed to such lavishness; the resultant footage truly a throwback to another era in film-making when the impeccable visualization of every single frame was of paramount concern. Viewing Once Upon a Time in America today, the film has not dated – perhaps because it was always intended as a period piece out of step and sync with its own time. Even so, it bears the hallmarks of another time and place entirely, as though Leone has somehow managed to rewind the counter of his life, step back in a magical time machine and make it back to 1969 as he always hoped to and had earnestly begun.
Alas, what ought to have been Leone’s crowning achievement (the movie was, in fact, hailed as a masterpiece when screened at Cannes), ironically, in America, became something of a grand disappointment. The picture’s lithe continuity was destroyed after Warner Bros. executives, utterly baffled by Leone’s daring to juxtapose moments from the past, present and future out of chronology, elected not only to pare down Once Upon A Time in America’s run time to a staggeringly truncated 139 minutes – and this, after Leone had already been convinced to cut the film from 270 to 229 minutes (working from a surplus of nearly 10 hrs. of footage) – but also rearranging the footage into what was then perceived as a more linear format. In retrospect, these decisions proved lethal; the cadence, mood and flavor of the piece utterly evaporated.
Viewed in its proper order of continuity, that is to say, Leone’s cut, Once Upon A Time in America has been interpreted as an opium-induced hallucination. In this regard, the movie’s non-linear timeline makes perfect sense; one man’s bittersweet and understated indictment on his squandered youth and misguided, lifelong – though ultimately fruitless – investment in organized crime. Leone’s impressions of the ‘immigrant experience’ are perhaps the most honest ever committed to film; imperfect, occasionally playful snapshots of the squalor in both pre and post-Depression era America; tracing the elemental decline of the unfulfilled promise of the ‘American dream’ and its inevitable backlash and fallout chronicled in the passage of the years, the loss of loved ones and the blight of urban decay, mirrored in the heart and mind of our aged protagonist.
Leone, who had established darker themes in his revisionist spaghetti westerns, carries over similar ideals into this more contemporary tale; in essence, illustrating the futility of man’s desire to change and rise above his own fallibility. It’s a very astute observation when you think about it; as not much has changed in man’s evolutionary chain; the ever-evolving technological aspects of our society merely advancing man’s opportunity to pursue the same tired, old and easily corruptible ambitions of his ancestors. At its core, Once Upon A Time in America is still very much a version of these ensconced principles; like the solitary ‘man with no name’, unprincipled and merely passing through this vast landscape of time and space without making much of an impact on it; Leone trades in the towering buttresses and craggy, cavernous rock formations of Monument Valley for a metropolitan ‘wilderness’; amoral, decadent and unruly – a wild thing that cannot be tamed by these teeming masses who have come to America under that false promise, the proverbial bubble in their dreams for a new beginning about to be burst.
In 1997, American audiences at last saw an approximation of Leone’s vision for Once Upon A Time In America; re-screened at 229 minutes to universal acclaim. Now, Warner Bros. has elected to go back to the wellspring yet again, this time reinstating nearly 20 additional minutes of footage. I find it somewhat facetious to refer to this 251 minute re-edit as ‘the director’s cut’ – since, Leone’s original edit ran 270 minutes. Still, there is little to deny this version replicates more fully Leone’s original intensions for the movie; getting closer to satisfying the completionist’s verve to absorb every possible nuance and moment in its fullest flourish. At 229 minutes Once Upon A Time in America was already a masterwork. At 249 min. it has evolved into an enrichment of Leone’s innate love for storytelling so obviously imbued within every fiber of his being. At 270 minutes, undoubtedly, the movie would have ranked right up there with cinema perfection itself.
For the purposes of expediting a summary of the film’s plot, this review will attempt to explain it in a more linear fashion, something I strongly suspect Sergio Leone would have absolutely hated. Yet, to try and write any viable or even valid critique about Once Upon A Time In America as it occurs on the screen is, I believe, to equally bastardize the director’s vision with sing-song shifts back and forth to mark these transitions. Leone does, in fact, begin his story in the middle; David 'Noodles' Aaronson (Robert De Niro) eluding Mafia hit men, but unable to expunge his memory even under the powerful influences of opium inside an Oriental flophouse. We’re in the 1930’s, Noodles slipping in and out of his drug-induced stupor as he grapples with the various aspects of his delinquent youth that, indirectly – or perhaps directly – have made him the sloppy mess of a man he is today.
The opening sequence to Once Upon A Time in America has a dreamlike quality; albeit with more of a nightmarish slant; the assassination of Noodles’ girlfriend, Eve (Darlanne Fleugel); the discovery of charred bodies being pulled from a fire, the pummeling to a bloody pulp of Fat Moe Gelly (Larry Rapp) by a trio of Mafia hit men attempting to snuff out Noodles’; a hidden briefcase inside a locker at the train depot, alas - emptied of its stash. In this initially chaotic fantasia of images, Leone gives us what is perhaps the greatest singular snapshot of a failed hoodlum; a sort of text book example for all the reasons why crime really doesn’t pay – except in dividends of grief, sorrow and abject misery.
We advance to the 1960’s; David having successfully eluded the Mafia for nearly four decades, now returned to his old haunt, discovering Moe still the proprietor of a bar he inherited since his father’s time; very little changed in the memories he holds dear from his imperfect youth. We regress to the turn of the century; Young David ‘Noodles’ Aaronson (now played by Scott Tyler) an awkward ruffian, lives in New York’s Jewish ghetto community. His days are spent roughing up rummies for a few bits of spare change, along with his fellow mugs; Patsy (Brian Bloom), Cockeye (Adrian Curran) and Domenic (Noah Moazezi). Fat Moe (Mike Monetti) works in his father’s deli. Moe’s sister, Deborah (Jennifer Connelly) is a rather priggish, though ambitious young girl with dreams of becoming a professional dancer. She has little interest in David, who finds other ways to satisfy his burgeoning sexual urges; chiefly, with Peggy (Amy Ryder), the trollop living in his tenement. Peggy is not terribly discriminating when it comes to giving it up. Hell, she can be had for the price of a creampuff.
Noodles and his gang inadvertently meet up with Max Bercovicz (Rusty Jacobs) - a bigger operator on every level, who helps them frame Officer Whitney (Richard Foronjy), the policeman standing in their way. Whitney gets caught with Peggy; Max taking a compromising photo to mark the occasion and use as leverage in their blackmail. Afterward, Max convinces the boys to take up with him and together they quickly set themselves up, using common, though clever thievery to procure the luxuries only someone else’s money can afford. Alas, this fledgling organization is in direct conflict with Bugsy (James Russo); a ruthless Mafia point man. To mark his territory, Bugsy murders Domenic in cold blood. The assassination sets Noodles off – our first glimmer of his soon to be famous temper. In retaliation, Noodles not only stabs Bugsy to death, he also wounds Officer Whitey.
Spending the rest of his youth incarcerated for murder as a juvenile, upon his release in the early 1930s, Noodles (now played by DeNiro) discovers his ever-devoted pal, Max (now played by James Woods) waiting for him on the outside. Better still, in Noodles absence, Max has taken over their modest crime syndicate, parleyed into a fairly lucrative bootlegging operation. True to their friendship, Max makes Noodles his partner. He rejoins the rest of the old gang who run a popular speakeasy. Noodles is also reintroduced to Deborah (now played by Elizabeth McGovern). She’s as distant and aloof as ever, having invested her time in advancing her career. There’s no getting around it. As a priggish girl, Deborah was mildly unattainable. As a young lady of culture, she’s evolved into a respected dancer/actress completely out of Noodles’ league, likely to have all of her childhood dreams fulfilled – and not about to let Noodles stall any of her plans for continued success.
The boys are hired by big time Mafioso, Franki Manoldi (Joe Pesci) to assist his mobster brother, Joe (Burt Young) in smuggling some diamonds from Detroit. Noodles is not entirely certain Max should partake in this venture; a suspicion confirmed when the exchange of money for diamonds at an abandoned ship's graveyard turns bloody and murderous. Following the gruesome assassination of Joe and all his men, Max confides in Noodles he was told in advance by Franki to murder his brother and collect the precious cargo for himself. At the same time Max, Noodles and the rest of the gang are prospering from their bootlegging operation, Max also hooks up with corrupt union boss, Jimmy Conway O'Donnell (Treat Williams); the boys providing thug muscle for hire.
Everything seems to be going their way. However, from this moment forward, Noodles and Max will steadily begin to grow further and further apart; their mutual interests diverging on a basic ideology. Noodles believes they should work for themselves and remain small but owe their destiny to no one. Alas, Max has allowed greed to clutter his mind; his ambitions preceding sound logic. He thinks the only way to rise to the top is to organize with a more prominent criminal element; erode it from the inside and gradually rise to the top by any means necessary.
To suit his flashier lifestyle, Max takes up with Carol (Tuesday Weld); a sadomasochistic creature who previously helped the boys rob the jeweler for whom she works, encouraging Noodles to beat and rape her as part of the scam; supposedly to throw her bosses off the scent of the fix. Actually, Carol fairly enjoys herself with Noodles and shares in the loot later on. Solvent for the first time in his life, Noodles decides to pursue Deborah once again. Too bad he hasn’t the faintest idea how to go about it; still the gawky preteen in his own mind and feeling ever so much more emasculated by the airs Deborah puts on to both impress and humiliate him in tandem. Tragically, each has underestimated the other; Deborah allowing Noodles to wine and dine her at a palatial seaside resort, only to put the brakes on when he attempts to get frisky in the backseat of their chauffeur-driven car. Unable to take ‘no’ for an answer, Noodles forces himself on Deborah, taking from her what she is unwilling to give and leaving her tearstained and demoralized afterward with no hope now of Noodles ever making Deborah his wife.
The last act of Leone's saga plays fast and loose with the narrative timeline. Noodles and his pals become embroiled in a botched stickup job on the U.S. Federal Reserve - the aftermath only briefly glimpsed in the prologue; the charred remains of presumably Max, Cockeye and Patsy lying on the cold wet pavement. Prior to this grizzly end, Max and Noodles had taken a vacation to Florida where each learns prohibition has been repealed, thereby putting an end to their lucrative bootlegging and speakeasy. Leone now leaps ahead to 1968. Having discovered a briefcase containing the stolen treasury money, Noodles, now a middle-aged man, reunites with Deborah backstage. She has become a successful film and Broadway star in the interim, but has since married Secretary David Bailey - currently suspected of city corruption. Noodles tells Deborah he has been invited by Bailey for a house party. Nervously, Deborah pleads with Noodles not to go. Instead, Noodles learns Deborah has a son, also named David (also played by Rusty Jacobs who played young Max); the presumed implication being Max and Deborah have had an affair and young David is their lovechild.
Arriving at Bailey's Long Island estate, Noodles is in for an even bigger shock when he discovers Secretary Bailey is actually Max. Having escaped the rap for the Federal Reserve holdup, he has lived obscurely with a name change; his lie for half a century about to be exposed; exploiting his contacts in organized crime to advance to his political rank. Unable to accept his inevitable demise, Max encourages Noodles to shoot him in his study, even providing him with a foolproof plan of escape so the crime can go unpunished. Instead, Noodles refuses, recognizing that if he were to comply with Max's request he would forever destroy the second half of his life as surely as the first half was turned to excrement by their association.
Walking away from the estate in the dark, Noodles takes notice of a garbage truck parked nearby. The truck begins to follow him down the street and from behind it there emerges a shadowy figure - presumably, though perhaps not entirely - Max (Leone is particularly evasive about showing us Max's demise). As the truck passes by Noodles, the shadowy figure is momentarily obscured from his view and afterward has altogether vanished. If this is Max, then we must assume he has thrown himself into the rear compactor as a final act of insane self-destruction. We return to the opium den first seen at the start of the film; Noodles shown to a bed by the proprietor who also helps him begin his hallucinogenic descent. Noodles reclines on his back with a queer, faintly disturbing grin; Leone freeze-framing on this ambiguous moment as the credits begin to roll.
Once Upon A Time in America is fancifully told. Even its title suggests a fairytale. Like the best from the Brothers Grimm, this story is imbued with transient episodes of madness and elation; the mediocrity of daily life forever in danger of succumbing to omnipotent and peripheral darkness. It clings to the edges of uncertainty; only occasionally and all too briefly permitted to bask in the stark and unflattering pall of broad daylight. The only way this film’s ephemeral timeline works is if we assume the story being told is entirely the product of Noodles’ opium-induced hallucinations and/or fertile imagination. Having seen the original truncated and re-edited North American print on its initial theatrical release back in 1984, I recall how nothing about Once Upon A Time in America then made any sense. But in reassembling the movie the way Sergio Leone would have wanted it we get an even more phantasmagoric experience; the pieces never neatly fitting together.
Perhaps, this too is Leone’s well-fermented point: that the circle of life is built with imperfect spokes to support its wheel; the youthfully impertinent desire to control our own destiny gradually getting away from us and spinning out of control until we become mere travelling companions on its inevitable ‘journey’ instead of commanding the view from the driver’s seat. As a dream remembered, Once Upon A Time in America makes perfect sense; the audience not entitled to have all the pieces of the mystery; simply the ones marginally necessary to connect the dots between the past, present and future.
Warner Home Video's reissued 2-disc Blu-Ray is a minor revelation. I have a confession to make and it’s that I remain a little disappointed with this release; my dissatisfaction having nothing to do with the quality of the reinstated ‘lost’ sequences into the original 229 minute cut of the movie. To be clear, Warner has given us a second opportunity to own the 229 minute assembly; also the extended 251 minute ‘director’s cut’; both remastered in 4K. Framed correctly in 1.78:1 the 1080p image reveals the same level of startling clarity and sharpness as before. Colors are richly saturated with very accurate flesh tones. The presentation of the extended cut tends to favor a less vibrant palette; I’ll presume in keeping with Leone’s intent, but also to minimize the jarring effect between the footage culled from stellar original camera negatives and the less than perfect 35mm work print footage reinserted. Fine detail is superbly rendered and contrast is bang on. You’re going to love this hi-def presentation.
As per the reinstated footage: basically a few choice scenes that augment and expand upon our appreciation for the story and its characters; these have been culled from inferior 35mm work prints; the worse of all possible source materials to begin ANY restoration; regrettably, the only viable option in existence. Through a grant from The Film Foundation and additional funding provided by Gucci, Warner Home Video has achieved some fairly miraculous results with this imperfect material. Honestly, there is nothing else the studio could have or should have done to improve upon what’s here. Yes, it doesn’t match the quality of the rest of this presentation and – yes – those with discerning eyes and monitors will undoubtedly poo-poo the advancement of grain, the obvious loss in color saturation, and, the marginal loss of fine detail; also the wan tonality and contrast. But we’ll simply go on record as saying it’s damn fabulous to have more of Leone’s original vision back up on the screen rather than the cutting room floor after much too long an absence. There – enough said.
Moving on: we get the same 5.1 DTS audio as before; the inserted elements only available in 2.0 and suffering for obvious reasons. Still, it’s a forgivable concession. What is not forgivable, in my opinion, is the continued short shrift given extra content. The theatrical cut retains Richard Schickel’s rather lumbering audio commentary. The new ‘extended cut’ gets no such consideration. I would have been contented if Warner Home Video had simply paused the Schickel track to accommodate the 22 minutes of added footage (although, ideally it would have been prudent of them to recall Schickel in simply to record some fresh observations on this reinstated footage).
We get the same 20 minute ‘excerpt’ from the feature length documentary; Sergio Leone: Once Upon a Time. I’ll just go on record as saying I’m not a fan of truncated documentaries or excerpts of anything. What ought to have occurred here was a third disc option, containing the full documentary and preferably, a brand new ‘making of’ bringing together the likes of Bob DeNiro, Liz McGovern, James Woods and some of the other surviving cast members. With so much PR buzz about this release, fans deserved at least this much!
Warner has handsomely packaged this disc with a pseudo-suede booklet filled with factoid tidbits. I’ll admit, the booklet provides more info on cast and crew than other similar offerings included with the likes of Casablanca, Citizen Kane and multiple Oz reissues; but its’ still a junket offering at best instead of a comprehensive ‘look back’ piece to be treasured for generations yet to come. Bottom line: recommended and given an ‘A’ for effort on the extended cut. Given an F- for practically everything else. Buy accordingly.
FILM RATING (out of 5 - 5 being the best)
229 min. version - 4.5
251 min. director’s cut - 5+